03/17/2026 | Press release | Distributed by Public on 03/17/2026 18:39
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| AO LTIP Units(1)(2) | $288.56 | 03/15/2026 | A | 40,555(2) | (3) | 03/14/2033 | Common Shares | 40,555 | $ 0 | 40,555 | D | ||||
| LTIP Units(4)(5) | (4) | 03/15/2026 | A | 10,520(5) | (3) | (4) | Common Shares | 10,520 | $ 0 | 106,395.82(6) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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RUSSELL JOSEPH D JR C/O PUBLIC STORAGE 2811 INTERNET BOULEVARD FRISCO, TX 75034 |
X | President and CEO | ||
| /s/ Nathaniel A. Vitan, Attorney-in-Fact | 03/17/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Reflects an award of membership interests in Public Storage OP, L.P. ("Public Storage OP") designated as AO LTIP Units ("AO LTIP Units") granted pursuant to the Public Storage 2021 Equity and Performance-Based Incentive Compensation Plan. AO LTIP Units, if and as they become vested, are convertible at the reporting person's election into vested LTIP Units ("LTIP Units") of Public Storage OP, which are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Common Units in Public Storage OP ("OP Units"). OP Units may be exchanged by the reporting person for Public Storage common shares or the equivalent cash value of common shares, as determined by Public Storage. AO LTIP Units and LTIP Units are intended to qualify as profits interests for US federal income tax purposes. |
| (2) | Reflects an award of performance-based AO LTIP Units (substituted on February 26, 2024 for an award of stock options originally granted March 15, 2023), subject to a three year (2023-2026) performance period. As originally granted, this award was for 40,555 options (at target) with an exercise price of $288.56 per share. On February 26, 2024, the option award was cancelled upon surrender to Public Storage and the reporting person received a replacement award of AO LTIP Units upon substantially identical terms. On March 15, 2026, following completion of the performance period, the Compensation and Human Capital Committee certified performance at 100% of target, as reflected here. |
| (3) | Three-fifths of this award will vest on March 20, 2026, with the remaining vesting ratably over the next two years. |
| (4) | Reflects an award of LTIP Units of Public Storage OP, which, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into OP Units. OP Units may be exchanged by the reporting person for Public Storage common shares or the equivalent cash value of common shares, as determined by Public Storage. LTIP Units are intended to qualify as profits interests for US federal income tax purposes. |
| (5) | Reflects an award of performance-based LTIP Units (substituted on February 26, 2024 for an award of restricted share units originally granted March 15, 2023), subject to a three year (2023-2026) performance period. On February 26, 2024, the restricted share unit award was cancelled upon surrender to Public Storage and the reporting person received a replacement award of LTIP Units upon substantially identical terms. On March 15, 2026, following completion of the performance period, the Compensation and Human Capital Committee certified performance at 100% of target, as reflected here. |
| (6) | Includes 64,069.82 vested LTIP Units and 42,326 LTIP Units subject to time-based vesting. |