Public Storage (PSA) 10-K risk factor changes: FY2023 vs FY2022

See Note [removed: 14] [added: 15] to our December 31, [removed: 2022] [added: 2023] consolidated financial statements for a description of the risks of losses that are not covered by third-party insurance contracts.

Our self-storage facilities are located in areas that may be subject to the direct impacts of climate change, such as increased destructive weather events like floods, fires, [removed: and] drought, [added: and prolonged periods of extreme temperature or other extreme weather,] which could result in significant damage to our facilities, increased capital expenditures, increased expenses, reduced revenues, or reduced demand for our facilities.

These same potential governmental, political, and social [removed: pressure] [added: pressures] could in the future result in (i) costly changes to newly developed facilities or retrofits of our existing facilities to reduce carbon emissions through multiple avenues, including changes to insulation, space configuration, lighting, heating, and air conditioning, (ii) increased energy costs as a result of transitioning to less carbon-intensive, but more expensive, sources of energy to operate our facilities, and (iii) consumers reducing their individual carbon footprints by owning fewer durable material consumer [removed: goods, collectibles,] [added: goods] and other such items requiring storage, resulting in a reduced demand for our self-storage space.

We could be subject to increases in property or other taxes, repair and maintenance costs, payroll, utility costs, insurance premiums, workers compensation, and other operating expenses due to various factors such as inflation, labor shortages, commodity and energy price increases, weather, increases to minimum wage rates, supply chain disruptions, and [added: changes to governmental safety and real estate use limitations and other governmental actions.]

Our property tax expense, which totaled approximately [removed: $386.7] [added: $413.2] million during the year ended December 31, [removed: 2022,] [added: 2023,] generally depends upon the assessed value of our real estate facilities as determined by assessors and government agencies and, accordingly, could be subject to substantial increases if such agencies change their valuation approaches or opinions or if new laws are enacted, especially if new approaches are adopted or laws are enacted that result in increased property tax assessments in states or geographies where we have a high concentration of facilities.

At December 31, [removed: 2022,] [added: 2023,] we had a pipeline of development projects totaling [removed: $979.6] [added: $766.2] million (subject to contingencies), and we expect to continue to seek additional development projects.

There are significant risks involved in developing self-storage facilities, such as [removed: delays or] [added: delays,] cost [removed: increases] [added: increases, or inability to complete development projects] due to changes in or failure to meet government or regulatory requirements, failure of revenue to meet our underwriting estimates, delays caused by weather issues, unforeseen site conditions, or personnel problems.

Our newly developed and expanded facilities, and facilities that we manage for third party owners, may negatively impact the revenues of our [removed: existing] [added: legacy] facilities.

Our revenues and operating cash flow can be negatively impacted by reductions in employment and population levels, household and disposable income, and [added: other general economic factors that lead to a reduction in demand for self-storage space in each of the markets in which we operate.]

We own approximately 35% of the common shares of Shurgard, and this investment has a [removed: $275.8] [added: $390.2] million book value and a [removed: $1.4] [added: $1.7] billion market value (based upon the closing trading price of Shurgard’s common stock) at December 31, [removed: 2022.][added: 2023.]

We recognized [removed: $26.4] [added: $27.9] million in equity in earnings and received [removed: $37.8] [added: $39.0] million in dividends in [removed: 2022] [added: 2023] with respect to Shurgard.

Public health and other [removed: crises, such as the COVID-19 Pandemic,] [added: crises] have adversely impacted, and may in the future adversely impact, our business.

- risk that there could be an out-migration of population from [removed: certain high-cost] major [removed: markets;][added: markets where we operate;]

Approximately 65% of our new storage customers in [removed: 2022] [added: 2023] were sourced directly or indirectly through “unpaid” search and “paid” search campaigns on Google.

We have approximately [removed: 5,900] [added: 6,200] employees and [removed: 1.8] [added: 1.9] million customers, and we conduct business at facilities in 40 states.

Resolution of these claims and actions may divert time and attention by our management and could involve payment of damages or expenses by us, all of which may [added: be significant, and could damage our reputation and our brand.]

Our [added: use of or] failure to [removed: modernize and] adopt advancements in information technology may hinder or prevent us from achieving strategic [removed: objectives.][added: objectives or otherwise harm our business.]

These systems are subject to damage or interruption from power outages, [removed: computer] [added: system, network, internet] and telecommunications failures, hackers, including through a ransomware attack, computer worms, viruses, and other destructive or disruptive [removed: security breaches,] [added: cybersecurity incidents,] and catastrophic events.

Such incidents could also result in significant costs to repair or replace such networks or information systems, as well as actual monetary losses in case of a [removed: breach] [added: cybersecurity incident] that resulted in fraudulent payments or other cash transactions.

[removed: As a result, our] [added: Our] operations could be severely impacted by a natural disaster, terrorist attack, attack by hackers, acts of vandalism, data theft, misplaced or lost data, programming or human error, or other circumstance that results in a significant outage of our systems or those of our third party providers, despite our use of back up and redundancy measures.

If our confidential information is compromised or corrupted, including as a result of a cybersecurity [removed: breach,] [added: incident,] our reputation and business relationships could be [removed: damaged, which could adversely affect] [added: damaged and] our financial condition and operating [removed: results.][added: results could be adversely affected.]

Any such [removed: breach] [added: cybersecurity incident, including those impacting personal information,] could result in serious and harmful consequences for us or our [removed: tenants.][added: customers.]

Our confidential information may also be compromised due to programming or human [removed: error] [added: error, negligence,] or [removed: malfeasance.][added: fraud.]

In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and changing requirements applicable to our business from multiple regulatory agencies at the local, state, federal, or international level, compliance with those [removed: requirement] [added: requirements] could also result in additional costs, or we could fail to comply with those requirements due to various [removed: reasons such as not being aware of them.][added: reasons.]

Any such access, disclosure, or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations and the services we provide to customers, or damage [added: to] our reputation, any of which could adversely affect our results of operations, reputation, and competitive position.

In addition, our customers could lose confidence in our ability to protect their [added: personal information, which could cause them to discontinue leasing our self-storage facilities.]

Such events could lead to lost future revenues and adversely affect our results of operations, or result in remedial and other costs, fines, or lawsuits, which could [removed: be in excess of] [added: exceed] any available insurance that we have procured.

While we actively seek to enforce and expand our rights, [added: failure to adequately protect] our [added: rights could lead to loss of such] trademark and trade dress [removed: could be deemed generic and indistinct and lose] protection.

In addition, our preferred shareholders have the right to elect two additional [added: directors to our Board whenever dividends are in arrears in an aggregate amount equivalent to six or more quarterly dividends, whether or not consecutive.]

[removed: Preferred Shareholders] [added: Holders of our Preferred Shares] are subject to certain risks.

- Holders of our Preferred Shares have limited rights in the event the Company ceases to pay dividends to [removed: shareholders,] [added: shareholders] and have no rights with respect to a Company decision to discontinue listing the Preferred Shares on a national securities exchange or file reports with the SEC, including following a change of control transaction.

Our REIT status is also dependent upon the REIT qualification of [removed: PSB] [added: PS Business Parks, Inc. (“PSB”)] through the end of its taxable year ended December 31, 2022, as a result of our substantial ownership interest in it prior to the closing of the PSB merger with [removed: and] [added: an] unaffiliated third party.

However, there can be no assurance that we qualify or will continue to qualify as a REIT, because of the highly technical nature of the REIT rules, the ongoing importance of factual determinations, the possibility of unidentified issues in prior periods, or changes in our circumstances, as well as share ownership limits in our declaration of trust that [removed: do not necessarily] [added: may fail to] ensure that our shareholder base is sufficiently diverse for us to qualify as a REIT.

In addition, for tax years beginning after December 31, 2022, we [removed: would possibly] [added: could] also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, including the corporate alternative minimum tax and nondeductible one percent excise tax on certain stock repurchases.

Certain consolidated corporate subsidiaries of the Company have elected to be treated as taxable REIT subsidiaries (“TRSs”) for U.S. federal corporate income tax [removed: purposes,] [added: purposes] and are taxable as regular corporations and subject to certain limitations on intercompany transactions.

Approximately [removed: $767.2] [added: $821.2] million of our [removed: 2022] [added: 2023] net operating income is from our properties in California, and we incurred approximately [removed: $47.2] [added: $49.1] million in related property tax expense.

Due to the impact of Proposition 13, which generally limits increases in assessed values to 2% per year, the assessed value and resulting property tax we pay is less than it would be if the properties were assessed at current [added: estimated market] values.

The CPRA, which went into effect on January 1, 2023, provides new rights and amends existing rights [added: found in the CCPA.]

Our exposure to these types of events is increased by potential tenant claims associated with our tenant reinsurance business.

For example, beginning in 2026, we expect to be required to disclose our Scope 1, 2, and 3 emissions data and certain climate-related risk matters under California SB 253 and SB 261, which we expect to result in increased compliance costs.

Recent significant increases in interest rates could adversely impact us and our tenants.

In response to high inflation, the Federal Reserve has significantly increased the benchmark federal funds rate since early 2022.

These actions have significantly increased interest rates.

As a result, if we issued new debt or preferred shares or refinanced our indebtedness, our debt service costs or preferred share dividend yields would be, based on current interest rates, significantly higher than current financing costs.

These interest rate increases have also adversely impacted the relative attractiveness of the dividend yield on our common shares.

Increases in our cost of capital impact our assessment of the yields we consider appropriate to support pursuing property acquisition and development opportunities and thus can impact our external growth prospects.

The degree and pace of these changes have had and may continue to have adverse macroeconomic effects that have and may continue to have adverse impacts on our tenants, including as a result of economic recession, increased unemployment, and increased financing costs.

For more information on interest rate risk, see Part II, “Item 7A.

Quantitative and Qualitative Disclosures About Market Risk”.

Our use of or inability to adopt and deliver new technological capabilities and enhancements in line with strategic objectives, including artificial intelligence and machine learning, may put us at a competitive disadvantage; cause us to miss opportunities to innovate, achieve efficiencies, or improve the customer experience; or adversely impact our business, reputation, results of operations, and financial condition.

Legislative activity in the privacy area may also result in new laws that are applicable to us and that may hinder our business, including by restricting our use of customer data or otherwise regulating the use of algorithms and automated processing in ways that could materially affect our business or lead to significant increases in the cost of compliance.

In addition, the use of emerging technologies entails risks including risks relating to the possibility of intellectual property infringement or misappropriation; data privacy; new or enhanced governmental or regulatory scrutiny, requirements, litigation, or other liability; ethical concerns; negative consumer perceptions as to automation and artificial intelligence; or other complications or liabilities that could adversely affect our business, reputation, results of operations, or financial results.

While we may be entitled to damages if our third-party providers fail to satisfy their security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award.

Despite our security measures, we face cybersecurity threats, including system, network, or Internet failures; cyberattacks, ransomware, and other malware; social engineering; and phishing schemes.

A cybersecurity incident could also interfere with our ability to comply with financial reporting requirements.

Additionally, future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and threats, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.

Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.

Although we and our third-party service providers make efforts to maintain the security and integrity of our information, including the implementation of security measures, required employee awareness training, and the existence of a disaster recovery plan, there is no guarantee that they will be adequate to safeguard against all cybersecurity incidents or misuses of data.

We have identified and expect to continue to identify cyberattacks and cybersecurity incidents on our systems and those of third parties, but none of the cyberattacks and incidents we have identified to date has had a material impact on our business or operations.

While we have purchased cybersecurity insurance, there are no assurances that the coverage would be adequate in relation to any incurred losses.

Moreover, as cyberattacks increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as adequate for our operations.

Further information relating to cybersecurity risk management is discussed in Item 1C.

“Cybersecurity” in this report.

Public Storage is a holding company with no direct operations, and it relies on funds received from PSA OP and PSOC to pay its obligations and make distributions to shareholders

Public Storage is a holding company with no direct operations.

All of Public Storage’s property ownership, development, and related business operations are conducted through PSOC (which is wholly-owned by PSA OP) and Public Storage has no material assets or liabilities other than its investment in PSA OP.

As a result, Public Storage relies on distributions from PSA OP, which in turn relies on distributions from PSOC, to make common and preferred share dividend payments.

Although Public Storage currently wholly-owns (directly or indirectly) PSA OP and PSOC, and therefore exercises exclusive control over PSA OP and PSOC, including the authority to cause PSA OP and PSOC to make distributions, in connection with our future acquisition activities or otherwise, PSA OP may issue additional units of limited partnership to third parties, and these limited partners may negotiate for certain rights.

In addition, because Public Storage is a holding company, shareholder claims are structurally subordinated to all existing and future liabilities of PSA OP and PSOC and their subsidiaries.

Therefore, in the event of a bankruptcy, insolvency, liquidation or reorganization of PSA OP or PSOC, or their subsidiaries, assets of PSA OP or PSOC or the applicable subsidiary will be available to satisfy any claims of our shareholders only after such liabilities and obligations have been satisfied in full.

If PSA OP were to fail to maintain its status as a partnership for U.S. federal income tax purposes, our financial results would be adversely impacted.

We believe PSA OP qualifies as a partnership for U.S. federal income tax purposes.

As a partnership, PSA OP is generally not subject to U.S. federal income tax on its income.

Instead, each of the partners is allocated its share of PSA OP’s income.

There is no assurance, however, that the IRS will not challenge the status of PSA OP as a partnership for U.S. federal income tax purposes.

If the IRS were to successfully challenge the status of PSA OP as a partnership, it would be taxable as a corporation.

In such event, this would reduce the amount of distributions that PSA OP could make.

The treatment of PSA OP as a corporation would also cause us to fail to qualify as a REIT.

Consistent with our commitment to sustainability in our business operations, we have undertaken a number of initiatives to reduce emissions and energy consumption, water usage, and waste, including through our Property of Tomorrow program, pursuant to which we are upgrading all of our older properties by the end of 2025, which has already resulted in investment of approximately $370 million in improvements through December 31, 2022.

In addition, we have made investments in LED lighting and the installation of solar panels of approximately $100 million since 2021 through December 31, 2022.

changes to governmental safety and real estate use limitations and other governmental actions.

On February 5, 2023, we disclosed that we have made a proposal to acquire all of the outstanding shares and units of Life Storage for consideration consisting of our common shares.

Our public offer followed prior rebuffs by Life Storage of our attempts to negotiate privately, and on February 16, 2023, Life Storage announced it had rejected the offer.

While we currently intend to engage in discussions with Life Storage, there can be no assurance that Life Storage will engage with us regarding our proposal or that we and Life Storage will agree to an acquisition transaction.

Additionally, Life Storage can avail itself of various takeover defenses, including the ability unilaterally to classify its board of trustees under the Maryland Unsolicited Takeover Act (MUTA).

Even if we reach an agreement with Life Storage, there can be no assurance that the conditions to closing such transaction would be satisfied in a timely manner or at all.

Further, if a transaction is consummated, there can be no assurance that we will realize the benefits we hope to achieve through the transaction, and the complexities of combining the two companies may result in unknown liabilities and unforeseen increased expenses.

If a transaction is not consummated, we nevertheless may incur significant costs associated with our pursuit of the transaction.

Many of our existing self-storage facilities may be at a competitive disadvantage to newly developed facilities.

There is a significant level of development of new self-storage facilities, by us and other operators.

These newly developed facilities are generally of high quality, with a more fresh and vibrant appearance, more amenities (such as climate control), more attractive office configurations, newer elements, and a more attractive retail presence as compared to many of our existing stabilized self-storage facilities, some of which were built as much as 50 years ago.

Such qualitative differentials may negatively impact our ability to compete with these facilities for new tenants and our existing tenants may move to newly developed facilities.

other general economic factors that lead to a reduction in demand for self-storage space in each of the markets in which we operate.

be significant, and could damage our reputation and our brand.

Our inability to adapt and deliver new capabilities in time with strategic requirements may cause the organization to miss market competitive timing, first mover position, or to suffer material loss due to failed technology choices or implementation.

Despite our security measures, we have experienced security breaches due to cyberattacks and additional breaches could occur in the future.

We must continually evaluate and adapt our systems and processes to address the evolving threat landscape, and therefore there is no guarantee that they will be adequate to safeguard against all data security breaches or misuses of data.

personal information, which could cause them to discontinue leasing our self-storage facilities.

directors to our Board whenever dividends are in arrears in an aggregate amount equivalent to six or more quarterly dividends, whether or not consecutive.

found in the CCPA.

Critical Accounting [removed: Estimates:][added: Estimates]

Allocating Purchase Price for Acquired Real Estate Facilities: We estimate the fair values of the assets and liabilities of acquired real estate facilities, which consist principally of [removed: land] [added: land, buildings] and [removed: buildings,] [added: acquired customers in place,] for purposes of allocating the aggregate purchase price of acquired real estate facilities.

For individual and small portfolio acquisitions, we estimate the fair value of buildings primarily based upon the estimated current replacement cost, which we calculate by estimating the replacement cost of new purpose-built self-storage facilities in similar geographic regions and adjusting for age, quality, amenities, and configuration associated with [added: the buildings acquired.]

Others could come to materially different conclusions as to the estimated fair values of [removed: land] [added: land, buildings] and [removed: buildings,] [added: acquired customers in place,] which would result in different depreciation and amortization expense, gains and losses on sale of real estate assets, as well as the level of land and buildings on our consolidated balance sheet.

During [removed: 2022,] [added: 2023,] revenues generated by our Same Store Facilities increased by [removed: 14.8% ($409.9] [added: 4.7% ($154.0] million), as compared to [removed: 2021,] [added: 2022,] while Same Store cost of operations increased by [removed: 5.7% ($39.9] [added: 4.7% ($35.9] million).

Demand and operating trends softened in the second half of 2022 [removed: and returned to historical seasonal patterns] [added: continuing through 2023] as compared to what we experienced in 2020 and [removed: 2021.][added: 2021, and we expect this to continue in 2024.]

[removed: In addition to managing our existing facilities for organic growth, we] [added: We] have grown and plan to continue to grow through the acquisition and development of new facilities and expansion of our existing self-storage facilities.

Since the beginning of [removed: 2020,] [added: 2021,] we acquired a total of [removed: 368] [added: 470] facilities with [removed: 31.7] [added: 38.8] million net rentable square feet for [removed: $6.6] [added: $8.5] billion.

[removed: In] [added: Additionally, within] our non-same store portfolio, [removed: we also have] [added: our] developed and expanded [added: facilities include a total of 145] self-storage facilities of [removed: 17.7] [added: 17.1] million net rentable square [removed: feet for a total cost of $1.6 billion.][added: feet.]

During [removed: 2022,] [added: 2023, combined] net operating income generated by our Acquired Facilities and Newly Developed and Expanded Facilities increased [removed: 98.2% ($226.3] [added: 28.7% ($109.4] million), as compared to [removed: 2021.][added: 2022.]

We have experienced recent inflationary impacts on our cost of [removed: operations,] [added: operations] including labor, utilities, and repairs and maintenance, and costs of development and expansion activities, and we may continue to experience such impacts in the future.

We have implemented various initiatives to manage the adverse impacts, such as enhancements in operational processes and investments in technology to reduce payroll hours, achievement of economies of scale from recent acquisitions with supervisory payroll [added: and centralized management costs] allocated over a broader number of self-storage facilities, and investments in solar power and LED lights to lower utility usage.

We expect to complete the program [removed: by the end of 2025.][added: in 2024.]

We spent approximately [removed: $189] [added: $160] million on the program in [removed: 2022] [added: 2023] and expect to spend approximately [removed: $160] [added: $150] million in [removed: 2023] [added: 2024] on this effort.

At the close of the merger transaction, we received a total of $2.7 billion of cash proceeds and recognized a gain of $2.1 [removed: billion, which was classified within gain on sale of our equity investment in PS Business Parks, Inc. in] [added: billion during] the [removed: Consolidated Statement] [added: third quarter] of [removed: Income.][added: 2022.]

In 2022, net income allocable to our common shareholders was [removed: $4,142.3 million] [added: $4.1 billion] or $23.50 per diluted common share, compared to [removed: $1,732.4 million] [added: $1.7 billion] or $9.87 per diluted common share in 2021, representing an increase of [removed: $2,409.9 million] [added: $2.4 billion] or $13.63 per diluted common share.

The increase is due primarily to (i) a $2.1 billion gain on sale of our equity investment in PSB and (ii) a $614.3 million increase in self-storage net operating income, partially offset by (iii) a $174.7 million increase in depreciation and amortization expense, (iv) a $125.1 million decrease in equity in earnings of unconsolidated real estate entities due to [added: the] sale of our equity investment in PSB, and (v) a $45.5 million increase in interest expense.

The $614.3 million increase in self-storage net operating income in 2022 as compared to 2021 is a result of a [removed: $370.1] [added: $390.6] million increase [removed: attributable to] [added: in] our Same Store Facilities and a [removed: $244.2] [added: $223.7] million increase [removed: attributable to] [added: in] our non-same store facilities.

Revenues for the Same Store Facilities increased [removed: 14.8%] [added: 4.7%] or [removed: $409.9] [added: $154.0] million in [removed: 2022] [added: 2023] as compared to [removed: 2021,] [added: 2022,] due primarily to higher realized annual rent per occupied square foot, partially offset by a decline in occupancy.

Cost of operations for the Same Store Facilities increased by 5.7% or [removed: $39.9] [added: $41.7] million in 2022 as compared to 2021, due primarily to increased property tax expense, [removed: on-site property manager payroll expense,] marketing expense, other direct property costs, and centralized management costs.

The increase in net operating income of [removed: $244.2] [added: $223.7] million for the non-same store facilities is due primarily to the impact of facilities acquired in 2021 and the fill-up of recently developed and expanded facilities.

Operating Results for [removed: 2021] [added: 2023] and [removed: 2020][added: 2022]

The [removed: increase] [added: decrease] is due primarily to (i) a [removed: $437.4 million increase] [added: $2.1 billion gain on sale of our equity investment] in [removed: self-storage net operating income,] [added: PS Business Parks, Inc. (“PSB”) in July 2022,] (ii) a [removed: $209.7] [added: $149.5] million increase in foreign currency exchange [removed: gains] [added: losses primarily] associated with our Euro denominated notes payable, [removed: and] (iii) [removed: our $149.0] [added: a $79.1] million [added: decrease in] equity [removed: share of gains on sale] [added: in earnings] of [added: unconsolidated] real estate [removed: recorded by] [added: entities due to our sale of] PSB in [removed: 2021,] [added: July 2022, and (iv) a $64.8 million increase in interest expense,] partially offset by [removed: (iv)] [added: (v)] a [removed: $160.2] [added: $231.8] million increase in [removed: depreciation] [added: self-storage net operating income] and [removed: amortization expense.][added: (vi) a $45.0 million increase in interest and other income.]

The [removed: $437.4] [added: $231.8] million increase in self-storage net operating income in [removed: 2021] [added: 2023] as compared to [removed: 2020] [added: 2022] is a result of a [removed: $279.5] [added: $118.2] million increase [removed: in] [added: attributable to] our Same Store Facilities and a [removed: $157.9] [added: $113.6] million increase [removed: in] [added: attributable to] our [removed: non-Same Store Facilities.][added: non-same store facilities.]

Revenues for the Same Store Facilities increased [removed: 10.6%] [added: 15.2%] or [removed: $265.8] [added: $432.2] million in [removed: 2021] [added: 2022] as compared to [removed: 2020,] [added: 2021,] due primarily to higher realized annual rent per available square [removed: foot and weighted average square foot] [added: foot, partially offset by a decline in] occupancy.

The increase in net operating income of [removed: $157.9] [added: $113.6] million for the [removed: Non-Same Store Facilities] [added: non-same store facilities] is due primarily to the impact of facilities acquired in [removed: 2021] [added: 2021, 2022,] and [removed: 2020] [added: 2023] and the fill-up of recently developed and expanded facilities.

FFO represents net income before [added: real estate-related] depreciation and amortization, which is excluded because it is based upon historical costs and assumes that building values diminish ratably over time, while we believe that real estate values fluctuate due to market conditions.

For the year ended December 31, [removed: 2022,] [added: 2023,] FFO was [removed: $16.46] [added: $16.60] per diluted common share as compared to [removed: $13.36] [added: $16.46] and [removed: $9.75] [added: $13.36] per diluted common share for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively, representing an increase in [removed: 2022] [added: 2023] of [removed: 23.2%,] [added: 0.9%,] or [removed: $3.10] [added: $0.14] per diluted common share, as compared to [removed: 2021.][added: 2022.]

We also present “Core FFO” and “Core FFO per share” non-GAAP measures that represent FFO and FFO per share excluding the impact of (i) foreign currency exchange gains and losses, (ii) charges related to the redemption of preferred securities, and (iii) certain other non-cash and/or nonrecurring income or expense items primarily representing, with respect to the periods presented below, the impact of loss contingency accruals and [added: resolutions,] casualties, [added: due diligence costs incurred in pursuit of strategic transactions,] unrealized gain on private equity [removed: investments] [added: investments, UPREIT reorganization costs, Simply integration costs, amortization of acquired non real estate-related intangibles from the Simply Acquisition] and our equity share of [added: deferred tax benefits of a change in tax status,] merger transaction costs, severance of a senior executive, lease termination income, and casualties from our equity investees.

| | | | | | | | | | [removed: Year Ended December 31,] | | | | | | | | | | | | [added: Year Ended December 31,] | | | | | | [removed: Year Ended December 31,] | | | | | | | | | | | | [added: Year Ended December 31,] | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Percentage Change | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Percentage Change | | |

| Net income allocable to common shareholders | | | | | | | | | | | | | | | | | | | | | $ | [removed: 4,142,288] [added: 1,948,741] | | | | | $ | [removed: 1,732,444] [added: 4,142,288] | | | | | [removed: 139.1] [added: (53.0)] | | % | | | | $ | [removed: 1,732,444] [added: 4,142,288] | | | | | $ | [removed: 1,098,335] [added: 1,732,444] | | | | | [removed: 57.7] [added: 139.1] | | % |

| [removed: Depreciation] [added: Real estate-related depreciation] and amortization | | | | | | | | | | | | | | | | | | | | | [removed: 881,569] [added: 962,703] | | | | | | [removed: 709,349] [added: 881,569] | | | | | | | | | | | | [removed: 709,349] [added: 881,569] | | | | | | [removed: 549,975] [added: 709,349] | | | | | | | | |

| [removed: Depreciation] [added: Real estate-related depreciation] from unconsolidated real estate investments | | | | | | | | | | | | | | | | | | | | | [removed: 54,822] [added: 36,769] | | | | | | [removed: 73,729] [added: 54,822] | | | | | | | | | | | | [removed: 73,729] [added: 54,822] | | | | | | [removed: 70,681] [added: 73,729] | | | | | | | | |

| [removed: Depreciation] [added: Real estate-related depreciation] allocated to noncontrolling interests and restricted share unitholders | | | | | | | | | | | | | | | | | | | | | [removed: (6,622)] [added: (6,635)] | | | | | | [removed: (4,415)] [added: (6,622)] | | | | | | | | | | | | [removed: (4,415)] [added: (6,622)] | | | | | | [removed: (3,850)] [added: (4,415)] | | | | | | | | |

| Gains on sale of real estate investments, including our equity share from investments | | | | | | | | | | | | | | | | | | | | | [removed: (54,403)] [added: (17,290)] | | | | | | [removed: (165,272)] [added: (54,403)] | | | | | | | | | | | | [removed: (165,272)] [added: (54,403)] | | | | | | [removed: (12,791)] [added: (165,272)] | | | | | | | | |

| Gain on sale of equity investment in PS Business Parks, Inc. | | | | | | | | | | | | | | | | | | | | | [removed: (2,116,839)] [added: —] | | | | | | [removed: —] [added: (2,116,839)] | | | | | | | | | | | | [removed: —] [added: (2,116,839)] | | | | | | — | | | | | | | | |

| FFO allocable to common shares | | | | | | | | | | | | | | | | | | | | | $ | [removed: 2,900,815] [added: 2,924,288] | | | | | $ | [removed: 2,345,835] [added: 2,900,815] | | | | | [removed: 23.7] [added: 0.8] | | % | | | | $ | [removed: 2,345,835] [added: 2,900,815] | | | | | $ | [removed: 1,702,350] [added: 2,345,835] | | | | | [removed: 37.8] [added: 23.7] | | % |

| Foreign currency exchange [removed: (gain)] loss [added: (gain)] | | | | | | | | | | | | | | | | | | | | | [removed: (98,314)] [added: 51,197] | | | | | | [removed: (111,787)] [added: (98,314)] | | | | | | | | | | | | [removed: (111,787)] [added: (98,314)] | | | | | | [removed: 97,953] [added: (111,787)] | | | | | | | | |

| Preferred share redemption charge | | | | | | | | | | | | | | | | | | | | | — | | | | | | [removed: 31,604] [added: —] | | | | | | | | | | | | [removed: 31,604] [added: —] | | | | | | [removed: 48,265] [added: 31,604] | | | | | | | | |

We estimate the fair value of acquired customers in place using the income approach by estimating the foregone rent over the presumed period of time to absorb the occupied spaces as if they were vacant at the time of acquisition.

The fair value estimate of the acquired customers in place is sensitive to the assumptions used in the income approach, such as market rent, lease-up period and discount rate.

For development and expansions completed by December 31, 2023, we incurred a total cost of $1.6 billion.

On September 13, 2023, we acquired BREIT Simply Storage LLC, a self-storage company that owns and operates 127 self-storage facilities (9.4 million square feet) and manages 25 self-storage facilities for third parties, for a purchase price of $2.2 billion in cash (the “Simply Acquisition”).

The 127 wholly-owned facilities are geographically diversified across 18 states and located in submarkets with strong demand drivers and other desirable characteristics.

In connection with the Simply Acquisition, on July 26, 2023, we completed a public offering of $2.2 billion aggregate principal amount of unsecured senior notes in various tranches and maturities.

We have also embarked on a solar program under which we plan to install solar panels on over 1,000 of our self-storage facilities.

We have completed the installations on 534 facilities through 2023.

We spent approximately $51 million on the program in 2023 and expect to spend $100 million in 2024 on this effort.

In 2023, net income allocable to our common shareholders was $1.9 billion or $11.06 per diluted common share, compared to $4.1 billion or $23.50 per diluted common share in 2022, representing a decrease of $2.2 billion or $12.44 per diluted common share.

Cost of operations for the Same Store Facilities increased by 4.7% or $35.9 million in 2023 as compared to 2022, due primarily to increased property tax expense, marketing expense, and other direct property costs.

| | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | 2022 | | | | | | Percentage Change | | | | | | 2022 | | | | | | 2021 | | | | | | Percentage Change | | |

| Same Store Facilities | | | | | | | | | | | | | | | | | | | | | $ | 3,427,867 | | | | | $ | 3,273,823 | | | | | 4.7 | | % | | | | $ | 3,273,823 | | | | | $ | 2,841,598 | | | | | 15.2 | | % |

| Acquired Facilities | | | | | | | | | | | | | | | | | | | | | 450,653 | | | | | | 327,245 | | | | | | 37.7 | | % | | | | 327,245 | | | | | | 106,474 | | | | | | 207.3 | | % |

| Newly Developed and Expanded Facilities | | | | | | | | | | | | | | | | | | | | | 262,450 | | | | | | 230,999 | | | | | | 13.6 | | % | | | | 230,999 | | | | | | 167,119 | | | | | | 38.2 | | % |

| Other Non-Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 118,643 | | | | | | 113,961 | | | | | | 4.1 | | % | | | | 113,961 | | | | | | 88,375 | | | | | | 29.0 | | % |

| Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 802,269 | | | | | | 766,405 | | | | | | 4.7 | | % | | | | 766,405 | | | | | | 724,748 | | | | | | 5.7 | | % |

| Acquired Facilities | | | | | | | | | | | | | | | | | | | | | 144,498 | | | | | | 109,744 | | | | | | 31.7 | | % | | | | 109,744 | | | | | | 32,705 | | | | | | 235.6 | | % |

| Newly Developed and Expanded Facilities | | | | | | | | | | | | | | | | | | | | | 78,531 | | | | | | 67,805 | | | | | | 15.8 | | % | | | | 67,805 | | | | | | 58,890 | | | | | | 15.1 | | % |

| Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 2,625,598 | | | | | | 2,507,418 | | | | | | 4.7 | | % | | | | 2,507,418 | | | | | | 2,116,850 | | | | | | 18.5 | | % |

| Acquired Facilities | | | | | | | | | | | | | | | | | | | | | 306,155 | | | | | | 217,501 | | | | | | 40.8 | | % | | | | 217,501 | | | | | | 73,769 | | | | | | 194.8 | | % |

| Newly Developed and Expanded Facilities | | | | | | | | | | | | | | | | | | | | | 183,919 | | | | | | 163,194 | | | | | | 12.7 | | % | | | | 163,194 | | | | | | 108,229 | | | | | | 50.8 | | % |

| Other Non-Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 81,991 | | | | | | 77,706 | | | | | | 5.5 | | % | | | | 77,706 | | | | | | 52,688 | | | | | | 47.5 | | % |

| Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 528,121 | | | | | | 501,139 | | | | | | 5.4 | | % | | | | 501,139 | | | | | | 483,219 | | | | | | 3.7 | | % |

| Acquired Facilities | | | | | | | | | | | | | | | | | | | | | 323,796 | | | | | | 280,871 | | | | | | 15.3 | | % | | | | 280,871 | | | | | | 131,998 | | | | | | 112.8 | | % |

| Other Non-Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 56,718 | | | | | | 52,021 | | | | | | 9.0 | | % | | | | 52,021 | | | | | | 50,662 | | | | | | 2.7 | | % |

| Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 2,097,477 | | | | | | 2,006,279 | | | | | | 4.5 | | % | | | | 2,006,279 | | | | | | 1,633,631 | | | | | | 22.8 | | % |

| Acquired Facilities | | | | | | | | | | | | | | | | | | | | | (17,641) | | | | | | (63,370) | | | | | | (72.2) | | % | | | | (63,370) | | | | | | (58,229) | | | | | | 8.8 | | % |

| Newly Developed and Expanded Facilities | | | | | | | | | | | | | | | | | | | | | 122,498 | | | | | | 109,079 | | | | | | 12.3 | | % | | | | 109,079 | | | | | | 60,680 | | | | | | 79.8 | | % |

| Other Non-Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 25,273 | | | | | | 25,685 | | | | | | (1.6) | | % | | | | 25,685 | | | | | | 2,026 | | | | | | 1167.8 | | % |

| Acquired Facilities | | | | | | | | | | | | | | | | | | | | | 470 | | | | | | 306 | | | | | | 53.6 | | % | | | | 306 | | | | | | 232 | | | | | | 31.9 | | % |

| Acquired Facilities | | | | | | | | | | | | | | | | | | | | | 38,816 | | | | | | 26,634 | | | | | | 45.7 | | % | | | | 26,634 | | | | | | 21,830 | | | | | | 22.0 | | % |

| Newly Developed and Expanded Facilities | | | | | | | | | | | | | | | | | | | | | 17,101 | | | | | | 15,366 | | | | | | 11.3 | | % | | | | 15,366 | | | | | | 14,273 | | | | | | 7.7 | | % |

| | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | 2022 | | | | | | Percentage Change | | | | | | 2022 | | | | | | 2021 | | | | | | Percentage Change | | |

| Rental income | | | | | | | | | | | | | | | | | | | | | $ | 3,312,597 | | | | | $ | 3,169,132 | | | | | 4.5% | | | | | | $ | 3,169,132 | | | | | $ | 2,756,752 | | | | | 15.0% | | |

| Late charges and administrative fees | | | | | | | | | | | | | | | | | | | | | 115,270 | | | | | | 104,691 | | | | | | 10.1% | | | | | | 104,691 | | | | | | 84,846 | | | | | | 23.4% | | |

| Total revenues | | | | | | | | | | | | | | | | | | | | | 3,427,867 | | | | | | 3,273,823 | | | | | | 4.7% | | | | | | 3,273,823 | | | | | | 2,841,598 | | | | | | 15.2% | | |

| Property taxes | | | | | | | | | | | | | | | | | | | | | 300,505 | | | | | | 290,605 | | | | | | 3.4% | | | | | | 290,605 | | | | | | 279,142 | | | | | | 4.1% | | |

| On-site property manager payroll | | | | | | | | | | | | | | | | | | | | | 126,830 | | | | | | 123,372 | | | | | | 2.8% | | | | | | 123,372 | | | | | | 118,085 | | | | | | 4.5% | | |

| Repairs and maintenance | | | | | | | | | | | | | | | | | | | | | 64,565 | | | | | | 60,317 | | | | | | 7.0% | | | | | | 60,317 | | | | | | 54,359 | | | | | | 11.0% | | |

the buildings acquired.

We expect the trends to continue in 2023.

On April 24, 2022, PSB entered into an Agreement and Plan of Merger whereby affiliates of Blackstone Real Estate (“Blackstone”) agreed to acquire all outstanding shares of PSB’s common stock for $187.50 per share in cash.

On July 20, 2022, PSB announced that it completed the merger transaction with Blackstone.

Each share of PSB common stock and each common unit of partnership interest we held in PSB were converted into the right to receive the merger consideration of $187.50 per share or unit, including a $5.25 closing cash dividend per share or unit, and a $0.22 prorated quarterly cash dividend per share or unit, for a total of $187.72 per share or unit.

In connection with the sale of our equity investment in PSB, on August 4, 2022, we paid a special cash dividend of $13.15 per common share, totaling approximately $2.3 billion, to shareholders of record as of August 1, 2022.

On February 5, 2023, we disclosed that we made a proposal to acquire all of the outstanding shares and units of Life Storage for consideration consisting of Public Storage common shares at an exchange ratio of 0.4192 Public Storage common shares for each outstanding Life Storage share or unit.

Our public offer followed prior rebuffs by Life Storage of our attempts to negotiate privately.

For more detail about the proposal, please see our Current Report on Form 8-K filed with the SEC on February 6, 2023.

On February 16, 2023, Life Storage announced it had rejected the offer.

We currently

intend to pursue the proposed transaction.

In the event we enter into and consummate an acquisition of Life Storage, the acquisition would have a significant impact on our future results of operations.

On February 4, 2023, our Board of Trustees declared a 50% increase in its regular common quarterly dividend from $2.00 to $3.00 per share, payable on March 30, 2023 to shareholders of record as of March 15, 2023.

The distribution equates to an annualized increase to the Company’s regular common dividend from $8.00 to $12.00 per share.

In 2021, net income allocable to our common shareholders was $1,732.4 million or $9.87 per diluted common share, compared to $1,098.3 million or $6.29 per diluted common share in 2020, representing an increase of $634.1 million or $3.58 per diluted common share.

Cost of operations for the Same Store Facilities decreased by 1.9% or $13.8 million in 2021 as compared to 2020, due primarily to (i) a 36.1% ($22.4 million) decrease in marketing expenses and (ii) an 11.2% ($14.4 million) decrease in on-site property manager payroll.

(a)Property losses and tenant claims due to casualties were related to Hurricane Ian in 2022, and Hurricane Ida in 2021, and were included in general and administrative expenses and ancillary cost of operations on the Consolidated Statements of Income.

| Same Store Facilities | | | | | | | | | | | | | | | | | | | | | $ | 3,175,207 | | | | | $ | 2,765,263 | | | | | 14.8 | | % | | | | $ | 2,765,263 | | | | | $ | 2,499,486 | | | | | 10.6 | | % |

| Acquired Facilities | | | | | | | | | | | | | | | | | | | | | 402,892 | | | | | | 161,364 | | | | | | 149.7 | | % | | | | 161,364 | | | | | | 11,365 | | | | | | 1319.8 | | % |

| Newly Developed and Expanded Facilities | | | | | | | | | | | | | | | | | | | | | 269,245 | | | | | | 197,058 | | | | | | 36.6 | | % | | | | 197,058 | | | | | | 145,360 | | | | | | 35.6 | | % |

| Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 738,491 | | | | | | 698,629 | | | | | | 5.7 | | % | | | | 698,629 | | | | | | 712,390 | | | | | | (1.9) | | % |

| Acquired Facilities | | | | | | | | | | | | | | | | | | | | | 135,911 | | | | | | 57,921 | | | | | | 134.6 | | % | | | | 57,921 | | | | | | 6,742 | | | | | | 759.1 | | % |

| Other Non-Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 26,341 | | | | | | 25,451 | | | | | | 3.5 | | % | | | | 25,451 | | | | | | 25,540 | | | | | | (0.3) | | % |

| Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 2,436,716 | | | | | | 2,066,634 | | | | | | 17.9 | | % | | | | 2,066,634 | | | | | | 1,787,096 | | | | | | 15.6 | | % |

| Acquired Facilities | | | | | | | | | | | | | | | | | | | | | 266,981 | | | | | | 103,443 | | | | | | 158.1 | | % | | | | 103,443 | | | | | | 4,623 | | | | | | 2137.6 | | % |

| Newly Developed and Expanded Facilities | | | | | | | | | | | | | | | | | | | | | 189,779 | | | | | | 127,029 | | | | | | 49.4 | | % | | | | 127,029 | | | | | | 82,489 | | | | | | 54.0 | | % |

| Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 471,458 | | | | | | 451,802 | | | | | | 4.4 | | % | | | | 451,802 | | | | | | 452,622 | | | | | | (0.2) | | % |

| Acquired Facilities | | | | | | | | | | | | | | | | | | | | | 309,312 | | | | | | 167,119 | | | | | | 85.1 | | % | | | | 167,119 | | | | | | 11,904 | | | | | | 1303.9 | | % |

| Newly Developed and Expanded Facilities | | | | | | | | | | | | | | | | | | | | | 63,362 | | | | | | 56,411 | | | | | | 12.3 | | % | | | | 56,411 | | | | | | 48,573 | | | | | | 16.1 | | % |

| Other Non-Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 44,014 | | | | | | 38,096 | | | | | | 15.5 | | % | | | | 38,096 | | | | | | 40,158 | | | | | | (5.1) | | % |

| Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 1,965,258 | | | | | | 1,614,832 | | | | | | 21.7 | | % | | | | 1,614,832 | | | | | | 1,334,474 | | | | | | 21.0 | | % |

| Acquired Facilities | | | | | | | | | | | | | | | | | | | | | (42,331) | | | | | | (63,676) | | | | | | (33.5) | | % | | | | (63,676) | | | | | | (7,281) | | | | | | 774.6 | | % |

| Other Non-Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 28,329 | | | | | | 16,334 | | | | | | 73.4 | | % | | | | 16,334 | | | | | | (279) | | | | | | (5954.5) | | % |

| Acquired Facilities | | | | | | | | | | | | | | | | | | | | | 368 | | | | | | 294 | | | | | | 25.2 | | % | | | | 294 | | | | | | 62 | | | | | | 374.2 | | % |

| Newly Developed and Expanded Facilities | | | | | | | | | | | | | | | | | | | | | 153 | | | | | | 145 | | | | | | 5.5 | | % | | | | 145 | | | | | | 137 | | | | | | 5.8 | | % |

| Acquired Facilities | | | | | | | | | | | | | | | | | | | | | 31,709 | | | | | | 26,905 | | | | | | 17.9 | | % | | | | 26,905 | | | | | | 5,075 | | | | | | 430.1 | | % |

| Newly Developed and Expanded Facilities | | | | | | | | | | | | | | | | | | | | | 17,700 | | | | | | 16,606 | | | | | | 6.6 | | % | | | | 16,606 | | | | | | 15,088 | | | | | | 10.1 | | % |

| Other Non-Same Store Facilities | | | | | | | | | | | | | | | | | | | | | 5,690 | | | | | | 5,690 | | | | | | — | | | | | | 5,690 | | | | | | 5,770 | | | | | | (1.4) | | % |

| Rental income | | | | | | | | | | | | | | | | | | | | | $ | 3,074,192 | | | | | $ | 2,683,116 | | | | | 14.6% | | | | | | $ | 2,683,116 | | | | | $ | 2,415,822 | | | | | 11.1% | | |

Our debt, which totals approximately [removed: $6.9] [added: $9.1] billion at December 31, [removed: 2022,] [added: 2023,] is the only market-risk sensitive portion of our capital structure.

The fair value of our debt at December 31, [removed: 2022] [added: 2023] is approximately [removed: $6.0] [added: $8.6] billion.

The table below summarizes the annual maturities of our debt, which had a weighted average effective rate of [removed: 2.0%] [added: 3.1%] at December 31, [removed: 2022.][added: 2023.]

See Note [removed: 7] [added: 8] to our December 31, [removed: 2022] [added: 2023] consolidated financial statements for further information regarding our debt (amounts in thousands).

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | Thereafter | | | | | | Total | | |

We have foreign currency exposure at December 31, [removed: 2022] [added: 2023] related to (i) our investment in Shurgard, with a book value of [removed: $275.8] [added: $390.2] million, and a fair value of [removed: $1.4] [added: $1.7] billion based upon the closing price of Shurgard’s stock on December 31, [removed: 2022,] [added: 2023,] and (ii) €1.5 billion ($1.7 billion) of Euro-denominated unsecured notes payable, providing a natural hedge against the fair value of our investment in Shurgard.

| Debt | | | $ | 810,496 | | | | | $ | 667,247 | | | | | $ | 1,150,138 | | | | | $ | 500,146 | | | | | $ | 1,200,129 | | | | | $ | 4,825,634 | | | | | $ | 9,153,790 | |

| Debt | | | $ | 8,270 | | | | | $ | 807,159 | | | | | $ | 259,170 | | | | | $ | 1,150,138 | | | | | $ | 500,140 | | | | | $ | 4,185,709 | | | | | $ | 6,910,586 | |

Cautionary Statement Regarding [removed: Forward Looking] [added: Forward-Looking] Statements

Forward-looking statements include statements relating to our [removed: 2023] [added: 2024] outlook and all underlying [removed: assumptions, our proposal to acquire Life Storage, Inc. (“Life Storage”),] [added: assumptions;] our expected acquisition, disposition, development, and redevelopment [removed: activity,] [added: activity;] supply and demand for our self-storage [removed: facilities,] [added: facilities;] information relating to operating trends in our [removed: markets,] [added: markets;] expectations regarding operating expenses, including property tax [removed: changes,] [added: changes;] expectations regarding the impacts from inflation and a potential future [removed: recession,] [added: recession;] our strategic [removed: priorities,] [added: priorities;] expectations with respect to financing activities, rental rates, cap rates, and [removed: yields,] [added: yields;] leasing [removed: expectations,] [added: expectations;] our credit [removed: ratings,] [added: ratings;] and all other statements other than statements of historical fact.

These include changes in demand for our [removed: facilities,] [added: facilities;] impacts of natural [removed: disasters,] [added: disasters;] adverse changes in laws and regulations including governing property tax, evictions, rental rates, minimum wage levels, and [removed: insurance, our ability to consummate acquisition transactions, including our proposed acquisition of Life Storage, and to realize the intended benefits of such transactions,] [added: insurance;] adverse economic effects from [removed: the COVID-19 Pandemic,] [added: public health emergencies,] international military conflicts, or similar events impacting public health and/or economic [removed: activity,] [added: activity;] increases in the costs of our primary customer acquisition [removed: channels,] [added: channels;] adverse impacts to us and our customers from [added: high interest rates,] inflation, unfavorable foreign currency rate fluctuations, [added: or] changes in federal or state tax laws related to the taxation of [removed: REITs,] [added: REITs;] security breaches, including [removed: ransomware,] [added: ransomware;] or a failure of our networks, systems, or technology.

These [removed: forward looking] [added: forward-looking] statements speak only as of the date of this report or as of the dates indicated in the statements.

We expressly disclaim any obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, new estimates, or other factors, events, or circumstances after the date of these [removed: forward looking] [added: forward-looking] statements, except when expressly required by law.

[removed: Our principal business activities include] [added: Public Storage is a Maryland real estate investment trust (“REIT”) engaged in] the ownership, development, and operation of self-storage facilities and other related operations including tenant reinsurance and third-party self-storage management.

We are the industry leading owner [removed: and operator] of self-storage properties, with the most recognized brand in the self-storage industry, including our ubiquitous orange color.

We are the largest owner [removed: and operator] of self-storage facilities in the United States (“U.S.”), with physical presence in most major markets and 40 states.

At December 31, [removed: 2022,] [added: 2023,] we held interests in and consolidated [removed: 2,869] [added: 3,044] self-storage facilities (an aggregate of [removed: 204] [added: 218] million net rentable square feet of space) operating under the Public Storage® name.

At December 31, [removed: 2022,] [added: 2023,] there were approximately [removed: 1.2] [added: 1.3] million certificates of insurance held by our self-storage customers, representing aggregate coverage of approximately [removed: $5.6] [added: $6.2] billion.

At December 31, [removed: 2022,] [added: 2023,] we managed [removed: 114] [added: 210] facilities for third parties, and were under contract to manage [removed: 78] [added: 114] additional facilities including [removed: 73] [added: 105] facilities that are currently under construction.

In addition, we sell merchandise, primarily locks and cardboard [removed: boxes] [added: boxes,] at our self-storage facilities.

At December 31, [removed: 2022,] [added: 2023,] Shurgard owned and operated [removed: 266] [added: 275] self-storage facilities (15 million net rentable square feet) located in seven countries in Western Europe under the Shurgard® name.

As the largest owner of self-storage facilities, we believe that we own approximately 9% of the self-storage square footage in the U.S. and that collectively the [removed: five] [added: four] largest self-storage owners in the U.S. own approximately 20%, with the remaining 80% owned by regional and local operators.

We believe our Public Storage® brand awareness, as well as [removed: our digital] [added: the innovative improvements we have made to the] customer experience described below, provide us with a competitive advantage in acquiring and retaining customers relative to other self-storage operators.

Over the past few [removed: years] [added: years,] we have invested in additional technologies that we believe have enabled us to operate and compete more effectively by providing customers with an enhanced digital experience.

Approximately [removed: 79%] [added: 81%] of our move-ins in [removed: 2022] [added: 2023] were sourced through our [removed: website] [added: website,] and we believe that many of our other customers who reserved directly through our customer care center or arrived at a facility and moved in without a [removed: reservation, have] [added: reservation] reviewed our pricing and availability online through our website.

We seek to update the structure, layout, and content of our website regularly [removed: in order] to enhance our placement in “unpaid” search in Google and related websites, to improve the efficiency of our bids in “paid” search campaigns, and to maximize users’ likelihood of reserving space on our website.

Customers [added: can] reach our customer care center [added: and complete their rental over the phone] by calling our advertised toll-free telephone numbers provided on search engines, from our website, the Public Storage App, or from our in-store kiosks.

We also have live Internet chat [added: augmented with ChatBot] capability as another channel for our customers to engage our agents, cost effectively improving customer responsiveness.

We maximize revenues through striking the appropriate balance between occupancy and rates to new and existing [added: tenants by regularly adjusting (i) our promotional and other discounts, (ii) the rental rates we charge to new and existing customers, and (iii) our marketing spending and intensity.]

We [removed: inform] [added: adjust] these pricing and marketing decisions by observing their impact on web and customer care center traffic, reservations, move-ins, move-outs, tenant length of stay, and other indicators of response.

We believe our presence in and knowledge of substantially all of the major markets in the U.S. [removed: enhances] [added: enhance] our ability to identify attractive acquisition opportunities.

Develop new self-storage facilities and expand existing facilities: The development of new self-storage locations and the expansion of existing facilities [removed: has] [added: have] been an important source of our growth.

Our operating experience in major markets and experience in stabilizing new properties [removed: provides] [added: provide] us advantages in developing new facilities.

Grow ancillary business activities: We pursue growth initiatives aimed at increasing our insurance offering coverage for tenants who choose to protect their stored items against loss and desire to maximize their [removed: storage] experience.

As we grow our self-storage portfolio [added: through acquisition, development and third-party management,] we have the opportunity to increase the growth profile of our tenant reinsurance business.

Further, our insurance activities are subject to state insurance laws and regulations as determined by the particular insurance [removed: commissioner] [added: commission] for each state in accordance with certain federal regulations.

Our employees are the foundation of our business and fundamental to our ability to execute our corporate strategies and [removed: build] [added: create] long-term value for our stakeholders.

We achieve these objectives by committing to our employees to provide a diverse and [removed: inclusive workplace,] [added: welcoming working environment,] regular and [removed: open] [added: transparent] communication, competitive [removed: and supportive compensation and benefits programs,] [added: compensation, comprehensive benefits,] and opportunities for career growth and development.

[removed: Together] [added: We believe that this approach, together] with [removed: our] [added: the] core [removed: values] [added: principles] of [added: our corporate culture,] doing the right thing and [added: upholding] integrity in all that we do, [removed: which serve as the cornerstone of our corporate culture, we believe that this commitment facilitates] [added: promotes] employee engagement and [removed: their] [added: a] commitment to Public Storage.

We have approximately [removed: 5,900] [added: 6,200] employees, including [removed: 5,090] [added: 5,380] customer facing roles (such as property level and customer care center personnel), [removed: 380] [added: 390] field management employees, and 430 employees in our corporate operations.

The following is an overview of our key programs and initiatives focused on attracting, developing, and retaining the highest quality [removed: talent:][added: talent.]

We are committed to creating [removed: an inclusive and diverse] [added: a] workplace [added: that values diversity and inclusion,] where [removed: all employees feel] [added: every employee feels] valued, included, and [removed: excited] [added: able] to be [added: their authentic self as] part of [removed: a] [added: our] best-in-class team.

We maintain policies regarding diversity, equal opportunity, pay-for-performance, discrimination, harassment, and labor (including opposition to [removed: child, forced,] [added: child] and compulsory labor).

We also maintain a policy of requiring that diverse [removed: candidate slates] [added: candidates] be considered for all [removed: director] [added: director-level] positions and above.

[removed: Adherence] [added: Our commitments] to [removed: our practice of] [added: excellence and] hiring “the best” [removed: has] [added: have] fostered [removed: a diverse and] [added: an] inclusive [removed: employee base] [added: team] that reflects the diversity of the customers we serve.

Our [removed: commitment to] diversity is evident at all levels of the organization.

[removed: ][added: ]

Given the geographically dispersed nature of our business, regular and clear communication is critical to ensuring that [added: our] employees feel informed, included, [added: valued,] and engaged.

On August 14, 2023, we completed a reorganization that resulted in us holding the interests in our facilities through an operating partnership, Public Storage OP, L.P. and its subsidiaries including Public Storage Operating Company, formerly known as Public Storage, which was organized in 1980.

This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

Subsequent to the reorganization, the primary assets of the parent entity, Public Storage, are general partner and limited partner interests in Public Storage OP, L.P.

Unless stated otherwise or the context otherwise requires, references to “Public Storage” or the “Company” mean Public Storage, references to “PSA OP” mean Public Storage OP, L.P., and references to “PSOC” mean Public Storage Operating Company.

References to "we," "us," and "our" mean collectively Public Storage, PSA OP, PSOC and those entities/subsidiaries owned or controlled by Public Storage, PSA OP, and PSOC.

Approximately 60% of customers utilized our eRental® and Rent by Phone process during 2023.

We recently launched the Savvy Storage Insurance Program (“Savvy”), a program to provide other owner operators of self-storage facilities a tenant insurance offering for their tenants.

We believe this offering will provide owners and their tenants simplified onboarding and implementation, experienced and dedicated support, and significantly higher customer adoption rates than the offerings available in the market today.

Our human capital management strategy focuses on attracting, developing, and retaining the highest quality talent.

For detailed information regarding such programs and initiatives, including our sustainability efforts, strategies, commitments, and progress, please refer to our 2023 Sustainability Report, which is available on our website at publicstorage.com.

The information contained on our website is not a part of, or incorporated by reference into, this Annual Report on Form 10-K.

The data in the table below reflects our employee diversity as of December 31, 2023.

We use this feedback to refine and enhance our policies and programs for our employees.

This includes the creation of additional career advancement opportunities and development programs.

Among other recognitions, we are proud again to be named a Great Place to Work® in 2023.

We periodically consider employee feedback received through our engagement processes in the composition and design of our compensation and benefits programs.

At Public Storage, we offer comprehensive training and development programs at every level of the organization.

They are also intended to foster individual growth and strong employee engagement.

In 2023, we introduced a leadership accelerator program specifically for high potential women and diverse employees.

This program includes individual mentorship and practical experiences designed to further enhance our bench of high potential leaders, thereby supporting management succession planning.

Our performance management processes are designed to encourage collaboration between employees and their managers.

Succession planning is a priority for management and our Board, and is viewed as critical to ensuring business continuity and providing for the Company’s long-term growth and success.

Periodically throughout each year, the executive team meets to review and assess the Company’s succession bench strength, evaluate talent, and provide recommendations for developing and preparing future leaders within the organization.

Please refer to our Sustainability Report for further information.

Public Storage (referred to herein as the “Company,” “we,” “us,” or “our”), a Maryland real estate investment trust that has elected to be taxed as a real estate investment trust (“REIT”), was organized in 1980.

We previously held a significant equity interest in PS Business Parks, Inc. (“PSB”), which we sold in July 2022 in connection with PSB’s merger with an unaffiliated third party.

More than half of customers utilized our eRental® process during 2022.

tenants by regularly adjusting (i) our promotional and other discounts, (ii) the rental rates we charge to new and existing customers, and (iii) our marketing spending and intensity.

In order to maintain a strong foundation, our key human capital management objectives are to attract, develop, and retain the highest quality talent.

Our employees come from all different races, backgrounds, and life experiences, and we celebrate inclusion and value the diversity each person brings to Public Storage.

Our commitment to diversity and inclusion makes us a stronger company and instills a sense of pride across our teams as we serve our customers.

In 2021, our Chief Executive Officer signed the CEO Action for Diversity & Inclusion pledge, reflecting our commitment to foster an environment where everyone feels valued and included.

This commitment extends not just throughout Public Storage but across the real estate industry.

In this regard, in 2022, we made a founding donor contribution to the Nareit Dividends through Diversity, Equity & Inclusion Giving Campaign, which is directed at taking actionable and sustainable measures that support the recruitment, inclusion, development, and advancement of women, black professionals, other people of color, ethnically diverse individuals, and members of other under-represented groups in REITs and the publicly traded real estate industry.

Additionally, by having a balanced mix of generations in the organization, we gain from the experiences each age group brings – our employees are 9% Boomer, 38% Gen X, 36% Gen Y and 17% Gen Z.

In 2022, 85% of our employees participated in our employee engagement survey, an increase from 80% in 2021, and we achieved employee engagement of 76%.

We are committed to continuous listening and improvement for our employees, and our feedback tools have guided enhancements for our employees, including the development of additional career progression opportunities and enhancements to our employee compensation and benefits programs.

Among other recognitions, we are proud to be named in 2022 a Great Place to Work® and included on the 2022 Forbes and Statista “America’s Best Large Employers” award list.

We are committed to the total well-being of all our employees and provide resources to help support them in times of need along with access to targeted solutions to help them achieve their personal and financial goals.

We also offer a 401(k) plan with generous matching employer contributions to help our employees prepare for retirement.

Public Storage employees completed over 430,000 formal training hours in 2022.

Succession planning is a top priority for management and our Board of Trustees (our “Board”) to ensure business continuity.

Leaders at all levels review development opportunities, provide feedback, and facilitate career progression conversations on an ongoing basis to ensure that employees can reach their full potential.

Additionally, in 2022, we began development of a new leadership accelerator program for women and diverse employees, which includes individual mentorship and hands-on experiences directed at further enhancing our bench of women and minority leaders and management succession planning.

No less than annually, the executive teams meet to review succession bench strength, calibrate talent, and provide recommendations to prepare succession candidates for future leadership roles within the organization.

The following features of our properties reflect our commitment to responsible environmental stewardship:

\- *Low environmental impact.* Our property portfolio has an inherently light footprint.

On average, one to two Public Storage employees operate each property at any given time, and our customers are only occasionally on-site because they do not work or reside there.

As a result, our properties consume less energy, emit less carbon, use less water, and produce less waste relative to other real estate types.

\- *Proactive Initiatives.* Despite our light environmental footprint, we proactively strive to reduce our impact further through initiatives such as “on demand” LED lighting, solar power generation, and low-water-use landscaping.

These are environmentally friendly initiatives that also generate economic returns on invested capital.

Additionally, we have recently partnered with The BRE Group to develop a green building certification program for self-storage facilities in the U.S. through its BREEAM® validation and certification system.

\- *Low obsolescence*.

Our properties have retained functional and physical usefulness over many decades.

In fact, many customers favor our single-story, drive-up properties built in the 1970s and 1980s due to their central locations and accessibility.

This contrasts with other real estate types that require frequent reinvestment (i.e., capital expenditures) to stay current with consumer preference, remain competitive with newer competition, offset heavier wear-and-tear by users, and maintain structural operating efficiency.

\- *High structural resilience.* We build and operate our properties to withstand the test of time, including general aging and acute and chronic risks from rising water levels, changing temperatures, and natural disasters.

reputational risks.

Our commitment includes:

- expanding our greenhouse gas emissions inventory to include Scopes 1, 2, and 3 for the entire portfolio;

- analyzing opportunities to work with our vendors and suppliers on emissions;

- enhancing our internal processes and controls in anticipation of forthcoming SEC climate disclosure rules;

- evaluating the feasibility of instituting well-founded medium and/or long-term greenhouse gas emissions reduction targets or other science-based, climate-focused targets in a manner aligned with the ambitious carbon reduction goals of the Paris Climate Agreement;

- continuing to enhance our environmental management system to further infuse sustainability across our organization, enhance our program, and bolster the results of our sustainability efforts;

For a description of the Company’s legal proceedings, see “Note [removed: 14.][added: 15.]

For the fiscal year ended December 31, [removed: 2022.][added: 2023.]

| [added: Guarantee of] 0.875% Senior Notes due 2032 [added: issued by Public Storage Operating Company] | | | [removed: PSA32] [added: PSA/32] | | | New York Stock Exchange | | |

| [added: Guarantee of] 0.500% Senior Notes due 2030 [added: issued by Public Storage Operating Company] | | | [removed: PSA30] [added: PSA/30] | | | New York Stock Exchange | | |

The aggregate market value of the voting and non-voting common shares held by non-affiliates of the Registrant as of June 30, [removed: 2022:][added: 2023:]

Common Shares, $0.10 par value per share – [removed: $47,054,755,000] [added: $43,990,689,000] (computed on the basis of [removed: $312.67] [added: $291.88] per share, which was the reported closing sale price of the Company's Common Shares on the New York Stock Exchange (the “NYSE”) on June 30, [removed: 2022).][added: 2023).]

As of February [removed: 16, 2023,] [added: 13, 2024,] there were [removed: 175,757,442] [added: 175,691,404] outstanding Common Shares, $0.10 par value per share.

Portions of the definitive proxy statement to be filed in connection with the Annual Meeting of Shareholders to be held in [removed: 2023] [added: 2024] are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described therein.

For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]

| [Item [removed: 1A.](#idcbceb955cc148bc8844018cabe9b51f_175)] [added: 1A.](#i60029acf4dfb4ba182b58e6021c966e4_274)] | | | [Risk [removed: Factors](#idcbceb955cc148bc8844018cabe9b51f_175)] [added: Factors](#i60029acf4dfb4ba182b58e6021c966e4_274)] | | | [removed: [10](#idcbceb955cc148bc8844018cabe9b51f_175)] [added: [7](#i60029acf4dfb4ba182b58e6021c966e4_274)] | | |

| [Item [removed: 1B.](#idcbceb955cc148bc8844018cabe9b51f_178)] [added: 1B.](#i60029acf4dfb4ba182b58e6021c966e4_277)] | | | [Unresolved Staff [removed: Comments](#idcbceb955cc148bc8844018cabe9b51f_178)] [added: Comments](#i60029acf4dfb4ba182b58e6021c966e4_277)] | | | [removed: [19](#idcbceb955cc148bc8844018cabe9b51f_178)] [added: [18](#i60029acf4dfb4ba182b58e6021c966e4_277)] | | |

| [Item [removed: 3.](#idcbceb955cc148bc8844018cabe9b51f_184)] [added: 3.](#i60029acf4dfb4ba182b58e6021c966e4_283)] | | | [Legal [removed: Proceedings](#idcbceb955cc148bc8844018cabe9b51f_184)] [added: Proceedings](#i60029acf4dfb4ba182b58e6021c966e4_283)] | | | [removed: [21](#idcbceb955cc148bc8844018cabe9b51f_184)] [added: [22](#i60029acf4dfb4ba182b58e6021c966e4_283)] | | |

| [Item [removed: 4.](#idcbceb955cc148bc8844018cabe9b51f_187)] [added: 4.](#i60029acf4dfb4ba182b58e6021c966e4_286)] | | | [Mine Safety [removed: Disclosures](#idcbceb955cc148bc8844018cabe9b51f_187)] [added: Disclosures](#i60029acf4dfb4ba182b58e6021c966e4_286)] | | | [removed: [21](#idcbceb955cc148bc8844018cabe9b51f_187)] [added: [22](#i60029acf4dfb4ba182b58e6021c966e4_286)] | | |

| [Item [removed: 5.](#idcbceb955cc148bc8844018cabe9b51f_193)] [added: 5.](#i60029acf4dfb4ba182b58e6021c966e4_292)] | | | [Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#idcbceb955cc148bc8844018cabe9b51f_193)] [added: Securities](#i60029acf4dfb4ba182b58e6021c966e4_292)] | | | [removed: [22](#idcbceb955cc148bc8844018cabe9b51f_193)] [added: [23](#i60029acf4dfb4ba182b58e6021c966e4_292)] | | |

| [Item [removed: 7.](#idcbceb955cc148bc8844018cabe9b51f_91)] [added: 7.](#i60029acf4dfb4ba182b58e6021c966e4_127)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idcbceb955cc148bc8844018cabe9b51f_91)] [added: Operations](#i60029acf4dfb4ba182b58e6021c966e4_127)] | | | [removed: [22](#idcbceb955cc148bc8844018cabe9b51f_91)] [added: [23](#i60029acf4dfb4ba182b58e6021c966e4_127)] | | |

| [Item [removed: 7A.](#idcbceb955cc148bc8844018cabe9b51f_136)] [added: 7A.](#i60029acf4dfb4ba182b58e6021c966e4_229)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#idcbceb955cc148bc8844018cabe9b51f_136)] [added: Risk](#i60029acf4dfb4ba182b58e6021c966e4_229)] | | | [removed: [50](#idcbceb955cc148bc8844018cabe9b51f_136)] [added: [52](#i60029acf4dfb4ba182b58e6021c966e4_229)] | | |

| [Item [removed: 8.](#idcbceb955cc148bc8844018cabe9b51f_199)] [added: 8.](#i60029acf4dfb4ba182b58e6021c966e4_298)] | | | [Financial Statements and Supplementary [removed: Data](#idcbceb955cc148bc8844018cabe9b51f_199)] [added: Data](#i60029acf4dfb4ba182b58e6021c966e4_298)] | | | [removed: [50](#idcbceb955cc148bc8844018cabe9b51f_199)] [added: [52](#i60029acf4dfb4ba182b58e6021c966e4_298)] | | |

| [Item [removed: 9.](#idcbceb955cc148bc8844018cabe9b51f_202)] [added: 9.](#i60029acf4dfb4ba182b58e6021c966e4_301)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#idcbceb955cc148bc8844018cabe9b51f_202)] [added: Disclosure](#i60029acf4dfb4ba182b58e6021c966e4_301)] | | | [removed: [50](#idcbceb955cc148bc8844018cabe9b51f_202)] [added: [52](#i60029acf4dfb4ba182b58e6021c966e4_301)] | | |

| [Item [removed: 9A.](#idcbceb955cc148bc8844018cabe9b51f_205)] [added: 9A.](#i60029acf4dfb4ba182b58e6021c966e4_304)] | | | [Controls and [removed: Procedures](#idcbceb955cc148bc8844018cabe9b51f_205)] [added: Procedures](#i60029acf4dfb4ba182b58e6021c966e4_304)] | | | [removed: [50](#idcbceb955cc148bc8844018cabe9b51f_205)] [added: [52](#i60029acf4dfb4ba182b58e6021c966e4_304)] | | |

| [Item [removed: 9B.](#idcbceb955cc148bc8844018cabe9b51f_211)] [added: 9B.](#i60029acf4dfb4ba182b58e6021c966e4_310)] | | | [Other [removed: Information](#idcbceb955cc148bc8844018cabe9b51f_211)] [added: Information](#i60029acf4dfb4ba182b58e6021c966e4_310)] | | | [removed: [53](#idcbceb955cc148bc8844018cabe9b51f_211)] [added: [55](#i60029acf4dfb4ba182b58e6021c966e4_310)] | | |

| [Item [removed: 9C.](#idcbceb955cc148bc8844018cabe9b51f_214)] [added: 9C.](#i60029acf4dfb4ba182b58e6021c966e4_313)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#idcbceb955cc148bc8844018cabe9b51f_214)] [added: Inspections](#i60029acf4dfb4ba182b58e6021c966e4_313)] | | | [removed: [53](#idcbceb955cc148bc8844018cabe9b51f_214)] [added: [55](#i60029acf4dfb4ba182b58e6021c966e4_313)] | | |

| [Item [removed: 10.](#idcbceb955cc148bc8844018cabe9b51f_220)] [added: 10.](#i60029acf4dfb4ba182b58e6021c966e4_319)] | | | [Trustees, Executive Officers and Corporate [removed: Governance](#idcbceb955cc148bc8844018cabe9b51f_220)] [added: Governance](#i60029acf4dfb4ba182b58e6021c966e4_319)] | | | [removed: [54](#idcbceb955cc148bc8844018cabe9b51f_220)] [added: [56](#i60029acf4dfb4ba182b58e6021c966e4_319)] | | |

| [Item [removed: 11.](#idcbceb955cc148bc8844018cabe9b51f_223)] [added: 11.](#i60029acf4dfb4ba182b58e6021c966e4_322)] | | | [Executive [removed: Compensation](#idcbceb955cc148bc8844018cabe9b51f_223)] [added: Compensation](#i60029acf4dfb4ba182b58e6021c966e4_322)] | | | [removed: [54](#idcbceb955cc148bc8844018cabe9b51f_223)] [added: [56](#i60029acf4dfb4ba182b58e6021c966e4_322)] | | |

| [Item [removed: 12.](#idcbceb955cc148bc8844018cabe9b51f_226)] [added: 12.](#i60029acf4dfb4ba182b58e6021c966e4_325)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#idcbceb955cc148bc8844018cabe9b51f_226)] [added: Matters](#i60029acf4dfb4ba182b58e6021c966e4_325)] | | | [removed: [54](#idcbceb955cc148bc8844018cabe9b51f_226)] [added: [56](#i60029acf4dfb4ba182b58e6021c966e4_325)] | | |

| [Item [removed: 13.](#idcbceb955cc148bc8844018cabe9b51f_229)] [added: 13.](#i60029acf4dfb4ba182b58e6021c966e4_328)] | | | [Certain Relationships and Related Transactions and Trustee [removed: Independence](#idcbceb955cc148bc8844018cabe9b51f_229)] [added: Independence](#i60029acf4dfb4ba182b58e6021c966e4_328)] | | | [removed: [55](#idcbceb955cc148bc8844018cabe9b51f_229)] [added: [57](#i60029acf4dfb4ba182b58e6021c966e4_328)] | | |

| [Item [removed: 14.](#idcbceb955cc148bc8844018cabe9b51f_232)] [added: 14.](#i60029acf4dfb4ba182b58e6021c966e4_331)] | | | [Principal Accountant Fees and [removed: Services](#idcbceb955cc148bc8844018cabe9b51f_232)] [added: Services](#i60029acf4dfb4ba182b58e6021c966e4_331)] | | | [removed: [55](#idcbceb955cc148bc8844018cabe9b51f_232)] [added: [57](#i60029acf4dfb4ba182b58e6021c966e4_331)] | | |

| [Item [removed: 15.](#idcbceb955cc148bc8844018cabe9b51f_238)] [added: 15.](#i60029acf4dfb4ba182b58e6021c966e4_337)] | | | [Exhibits and Financial Statement [removed: Schedules](#idcbceb955cc148bc8844018cabe9b51f_238)] [added: Schedules](#i60029acf4dfb4ba182b58e6021c966e4_337)] | | | [removed: [56](#idcbceb955cc148bc8844018cabe9b51f_238)] [added: [58](#i60029acf4dfb4ba182b58e6021c966e4_337)] | | |

| Maryland | | | | | | 93-2834996 | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☒ Relates to an immaterial correction having no impact on our net income within the statements of income, nor any impact to our balance sheet, statements of comprehensive income, statements of equity and redeemable noncontrolling interests, or statements of cash flows as of and for the years ended December 31, 2022 and 2021.

Refer to Note 2 of our Consolidated Financial Statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

| [Item 1.](#i60029acf4dfb4ba182b58e6021c966e4_271) | | | [Business](#i60029acf4dfb4ba182b58e6021c966e4_271) | | | [1](#i60029acf4dfb4ba182b58e6021c966e4_271) | | |

| [Item 1C.](#i60029acf4dfb4ba182b58e6021c966e4_1479) | | | [Cybersecurity](#i60029acf4dfb4ba182b58e6021c966e4_1479) | | | [18](#i60029acf4dfb4ba182b58e6021c966e4_1479) | | |

| [Item 2.](#i60029acf4dfb4ba182b58e6021c966e4_280) | | | [Properties](#i60029acf4dfb4ba182b58e6021c966e4_280) | | | [21](#i60029acf4dfb4ba182b58e6021c966e4_280) | | |

| [Item 6.](#i60029acf4dfb4ba182b58e6021c966e4_295) | | | [\[Reserved\]](#i60029acf4dfb4ba182b58e6021c966e4_295) | | | [23](#i60029acf4dfb4ba182b58e6021c966e4_295) | | |

| Maryland | | | | | | 95-3551121 | | |

| [Item 1.](#idcbceb955cc148bc8844018cabe9b51f_172) | | | [Business](#idcbceb955cc148bc8844018cabe9b51f_172) | | | [1](#idcbceb955cc148bc8844018cabe9b51f_172) | | |

| [Item 2.](#idcbceb955cc148bc8844018cabe9b51f_181) | | | [Properties](#idcbceb955cc148bc8844018cabe9b51f_181) | | | [20](#idcbceb955cc148bc8844018cabe9b51f_181) | | |

| [Item 6.](#idcbceb955cc148bc8844018cabe9b51f_196) | | | [\[Reserved\]](#idcbceb955cc148bc8844018cabe9b51f_196) | | | [22](#idcbceb955cc148bc8844018cabe9b51f_196) | | |

Public Storage devotes significant resources to protecting and continuing to improve the security of its computer systems, software, networks, and other technology assets.

Our security efforts are designed to preserve the confidentiality, integrity, and continued availability of information owned by, or in the care of, the Company and protect against, among other things, cybersecurity attacks by unauthorized parties attempting to obtain access to confidential information, destroy data, disrupt or degrade service, sabotage systems, or cause other damage.

Management and Board Oversight

Our risk management processes include a comprehensive enterprise risk management framework focused on (i) evaluating the risks facing the Company and aligning the Company’s efforts to mitigate those risks with its strategy and risk appetite; (ii) communicating and improving the Company’s understanding of its key risks and responsive actions; and (iii) providing the Board with a defined, rated risk inventory and framework against which the Board can direct its responsibilities to oversee the Company’s risk assessment and risk management efforts.

Our cybersecurity program is a key component of our overall enterprise risk management framework.

A dedicated team of technology professionals monitors and manages cybersecurity risks.

They are led by our Chief Technology Officer (CTO), who has served in senior leadership positions with responsibility for cybersecurity and IT risk management for over 10 years, and our Vice President, Management Information Systems (VPMIS), who has been a Certified Information Systems Security Professional (CISSP) since 2016.

Their teams are responsible for leading enterprise-wide cyber resilience strategy, policy, standards, architecture, and processes.

Our CTO and VPMIS regularly engage with our Chief Administrative Officer.

They also report monthly on cybersecurity matters to our entire executive management team.

In the event of an incident that jeopardizes the confidentiality, integrity, or availability of the information technology systems we use, we utilize a regularly updated information security incident response plan (IRP).

The IRP is overseen by our executive Incident Response Committee (IRC), which consists of our Chief Financial and Investment Officer, Chief Administrative Officer, Chief Legal Officer, and CTO.

The IRP guides our internal response to cybersecurity incidents.

Pursuant to our IRP and its escalation protocols, designated personnel are responsible for assessing the severity of the incident and associated threat, containing the threat, remediating the threat, including recovery of data and access to systems, analyzing the reporting obligations associated with the incident, and performing post-incident analysis and program improvements.

While the particular personnel assigned to an incident response team will depend on the particular facts and circumstances, the response team is generally led by the IRC with support from internal personnel and external counsel or other experts.

Our Board considers cybersecurity risk one of the most significant risks to our business.

The Board has delegated to the Audit Committee oversight of cybersecurity, data privacy, and other information technology risks affecting the Company.

The Audit Committee periodically evaluates our cybersecurity strategy to ensure its effectiveness.

Our CTO and VPMIS provide quarterly reports to the Audit Committee, which also provides quarterly reports on its activities to the Board.

Annually, the Board receives a comprehensive update regarding the Company’s cybersecurity efforts, which may include a cybersecurity tabletop exercise, presentation by third party cybersecurity experts, or similar events.

Several members of our Board and Audit Committee have cybersecurity, data privacy, or related experience from their principal occupation or other professional experience.

Processes for Assessing, Identifying and Managing Material Risks from Cybersecurity Threats

Our cybersecurity program focuses on (i) preventing and preparing for cybersecurity incidents, (ii) detecting and analyzing cybersecurity incidents, and (iii) containing, eradicating, recovering from, and reporting cybersecurity events.

*Prevention and Preparation*

We identify and address information security risks by employing a defense-in-depth methodology, consisting of both proactive and reactive elements, which provides multiple, redundant defensive measures and prescribes actions to take in case a security control fails or a vulnerability is exploited.

We leverage internal resources, along with strategic external partnerships, to mitigate cybersecurity threats to the Company.

We have partnerships for security operations center (SOC) services, penetration testing, incident response, and various third-party assessments.

We deploy both commercially available solutions and proprietary systems to actively manage threats to our information technology environment.

We assess our cybersecurity program against various frameworks.

Our information security program is certified for compliance with the Payment Card Industry Data Security Standard for the safe handling and protection of credit card data.

Annually, we are assessed, either internally or by an independent third party, against the National Institute of Standards and Technology (NIST) Cybersecurity Framework.

We also utilize reports prepared by our external partners to assess our cyber proficiency on a standalone basis and comparatively against peers and other companies, and we regularly engage external resources regarding emerging threats.

We have policies and procedures to oversee and identify the cybersecurity risks associated with our use of third-party service providers, including contractual mechanisms, as well as the regular review of SOC reports, relevant cyber attestations, and other independent cyber ratings.

We employ a robust information security and training program for our employees, including mandatory computer-based training, regular internal communications, and ongoing end-user testing to measure the effectiveness of our information security program.

As part of this commitment, we require our employees to complete a Cybersecurity Awareness eCourse and acknowledge our Information Security policy each year.

In addition, we have an established schedule and process for regular phishing awareness campaigns that are designed to imitate real-world contemporary threats and provide immediate feedback (and, if necessary, additional training or remedial action) to employees.

As discussed above, we maintain an IRP that guides our response to a cybersecurity incident.

Annually, we test the IRP’s response procedures, including through disaster response and business continuity plan exercises.

These exercises are intended to challenge and validate our information security response and resources through simulated cybersecurity incidents, including engagement of outside cybersecurity legal counsel, other third-party partners, key internal personnel, executive management, and our Board.

*Detection and Analysis*

At December 31, [removed: 2022,] [added: 2023,] we had controlling ownership interests in [removed: 2,869] [added: 3,044] self-storage facilities located in 40 states within the U.S.:

| North Carolina | | | [removed: 107] [added: 110] | | | | | | [removed: 7,848] [added: 8,110] | | |

| Maryland | | | 105 | | | | | | [removed: 7,678] [added: 7,782] | | |

| New York | | | [removed: 69] [added: 73] | | | | | | [removed: 4,809] [added: 5,122] | | |

| South Carolina | | | [removed: 72] [added: 81] | | | | | | [removed: 4,312] [added: 5,031] | | |

| New Jersey | | | [removed: 60] [added: 67] | | | | | | [removed: 4,098] [added: 4,651] | | |

At December 31, [removed: 2022, five] [added: 2023, two] of our facilities with a net book value of [removed: $17] [added: $11.7] million were encumbered by an aggregate of [removed: $10] [added: $1.8] million in mortgage notes payable.

The most prevalent recently constructed facilities have higher density footprints with large, multi-story buildings with climate control and [added: typically] 1,000 or more self-storage spaces, a more imposing and visible retail presence, and a [added: prominent and large rental office designed to appeal to customers as an attractive and retail-focused “store.” Our self-storage portfolio includes facilities with characteristics of the oldest facilities, characteristics of the most recently constructed facilities, and those with characteristics of both older and recently constructed facilities.]

| | | | At December 31, 2023 | | | | | | | | |

| | | | | | | | | | | | |

| Texas | | | 455 | | | | | | 38,668 | | |

| California | | | 444 | | | | | | 31,419 | | |

| Florida | | | 360 | | | | | | 25,038 | | |

| Illinois | | | 137 | | | | | | 8,930 | | |

| Georgia | | | 127 | | | | | | 8,555 | | |

| Virginia | | | 120 | | | | | | 7,894 | | |

| Washington | | | 107 | | | | | | 7,586 | | |

| Colorado | | | 87 | | | | | | 6,468 | | |

| Minnesota | | | 68 | | | | | | 5,425 | | |

| Ohio | | | 65 | | | | | | 4,415 | | |

| Michigan | | | 61 | | | | | | 4,387 | | |

| Arizona | | | 60 | | | | | | 4,275 | | |

| Indiana | | | 54 | | | | | | 3,585 | | |

| Oklahoma | | | 48 | | | | | | 3,502 | | |

| Tennessee | | | 52 | | | | | | 3,228 | | |

| Missouri | | | 44 | | | | | | 2,919 | | |

| Pennsylvania | | | 37 | | | | | | 2,685 | | |

| Oregon | | | 45 | | | | | | 2,618 | | |

| Nevada | | | 33 | | | | | | 2,305 | | |

| Massachusetts | | | 29 | | | | | | 2,052 | | |

| Kansas | | | 24 | | | | | | 1,538 | | |

| Other states (14 states) | | | 151 | | | | | | 9,883 | | |

| Total (a) | | | 3,044 | | | | | | 218,071 | | |

| | | | At December 31, 2022 | | | | | | | | |

| California | | | | | | | | | | | |

| Southern | | | 258 | | | | | | 19,159 | | |

| Northern | | | 182 | | | | | | 11,592 | | |

| Texas | | | 414 | | | | | | 35,191 | | |

| Florida | | | 338 | | | | | | 23,499 | | |

| Illinois | | | 133 | | | | | | 8,645 | | |

| Georgia | | | 122 | | | | | | 8,267 | | |

| Virginia | | | 118 | | | | | | 7,781 | | |

| Washington | | | 104 | | | | | | 7,300 | | |

| Colorado | | | 86 | | | | | | 6,414 | | |

| Minnesota | | | 65 | | | | | | 5,206 | | |

| Ohio | | | 60 | | | | | | 3,987 | | |

| Arizona | | | 56 | | | | | | 3,939 | | |

| Michigan | | | 51 | | | | | | 3,740 | | |

| Indiana | | | 46 | | | | | | 3,016 | | |

| Missouri | | | 43 | | | | | | 2,845 | | |

| Oklahoma | | | 36 | | | | | | 2,692 | | |

| Tennessee | | | 42 | | | | | | 2,625 | | |

| Oregon | | | 44 | | | | | | 2,566 | | |

| Pennsylvania | | | 35 | | | | | | 2,501 | | |

| Nevada | | | 32 | | | | | | 2,210 | | |

| Massachusetts | | | 28 | | | | | | 1,976 | | |

| Kansas | | | 24 | | | | | | 1,462 | | |

| Other states (14 states) | | | 139 | | | | | | 8,859 | | |

| Total (a) | | | 2,869 | | | | | | 204,217 | | |

prominent and large rental office designed to appeal to customers as an attractive and retail-focused “store.” Our self-storage portfolio includes facilities with characteristics of the oldest facilities, characteristics of the most recently constructed facilities, and those with characteristics of both older and recently constructed facilities.

As of February [removed: 16, 2023,] [added: 13, 2024,] there were approximately [removed: 10,071] [added: 9,586] holders of record of our common shares.

From the inception of the repurchase program through February [removed: 21, 2023,] [added: 20, 2024,] we have repurchased a total of 23,721,916 common shares (all purchased prior to 2010) at an aggregate cost of approximately $679.1 million.

Our common share repurchase program does not have an expiration date and there are 11,278,084 common shares that may yet be repurchased under our repurchase program as of December 31, [removed: 2022.][added: 2023.]

The financial statements and supplementary data appearing on pages F-3 to [removed: F-34] [added: F-35] are incorporated herein by reference.

As of December 31, [removed: 2022,] [added: 2023,] we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act).

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2022,] [added: 2023,] at a reasonable assurance level.

[added: Under the supervision and with the] participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in *Internal Control-Integrated Framework* issued by the Committee on Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on our evaluation under the framework in *Internal Control-Integrated Framework*, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] has been audited by Ernst & Young LLP, an independent registered public accounting firm.

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of [removed: 2022] [added: 2023] to which this report relates that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

We have audited Public Storage’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Public Storage (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, equity and redeemable noncontrolling interests and cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 21, 2023] [added: 20, 2024] expressed an unqualified opinion thereon.

February 20, 2024

Under the supervision and with the

February 21, 2023

During the three months ended December 31, 2023, no trustee or officer of the Company, nor the Company itself, adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

None.

Russell, Jr., age [removed: 63,] [added: 64,] has served as Chief Executive Officer since January 1, 2019, and as President since July 2016.

Johnson, age [removed: 45,] [added: 46,] has served as Chief Administrative Officer since August 4, 2020.

Vitan, age [removed: 49,] [added: 50,] has served as Senior Vice President, Chief Legal Officer and Corporate Secretary since April 20, 2019, and was previously Vice President and Chief Counsel–Litigation and Operations since joining the Company in June 2016 until April 2019.

Other information required by this item is hereby incorporated by reference to the material appearing in the Company’s Notice and Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A under the Exchange Act.

Mr. Boyle has served as a director of Shurgard since May 2023.

Ms. Johnson has served as a director of WillScot Mobile Mini Holdings Corp. since August 2023 and is a member of the Audit and Compensation committees.

David Lee, age 47, has served as Chief Operating Officer since November 1, 2021 and as the Company’s principal operating officer since February 21, 2023.

Prior to joining Public Storage, Mr. Lee held various roles of increasing responsibility at The UPS Store since 2002, most recently as Senior Vice President of Operations.

The information required by this item is hereby incorporated by reference to the material appearing in the Company’s Notice and Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A under the Exchange Act.

The following table sets forth information, as of December 31, [removed: 2022] [added: 2023] on the Company’s equity compensation plans:

| Equity compensation plans approved by security holders (a) | | | | | | [removed: 3,815,547] [added: 3,724,762] (b) | | | | | | $ [removed: 209.53] [added: 220.18] (c) | | | | | | [removed: 1,724,352] [added: 1,364,578] | | |

a)The Company’s equity compensation plans are described more fully in Note [removed: 11] [added: 12] to the December 31, [removed: 2022] [added: 2023] financial statements.

b)Includes (i) stock options to purchase [removed: 3,307,964] [added: 3,244,606] common shares, including performance-based stock options as to which the performance period had not ended or the Compensation Committee had not certified performance as of December 31, [removed: 2022,] [added: 2023,] which stock options are reflected in the table above assuming a maximum payout, (ii) [removed: 498,032] [added: 469,387] restricted share units, including performance-based restricted share units as to which the performance period had not ended as of December 31, [removed: 2022,] [added: 2023,] which restricted share units are reflected in the table above assuming a maximum payout, and (iii) [removed: 9,551] [added: 10,769] fully vested deferred share units.

c)Represents the weighted average exercise price of stock options to purchase [removed: 1,854,041] [added: 2,857,836] common shares, excluding the performance-based stock options described in footnote (b), above.

The [removed: 498,032] [added: 469,387] restricted share units would vest for no consideration.

Other information required by this item is hereby incorporated by reference to the material appearing in the Company’s Notice and Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A under the Exchange Act.

| Total | | | | | | 3,724,762 (b) | | | | | | $ 220.18 (c) | | | | | | 1,364,578 | | |

| Total | | | | | | 3,815,547 (b) | | | | | | $ 209.53 (c) | | | | | | 1,724,352 | | |

The information required by this item is hereby incorporated by reference to the material appearing in the Company’s Notice and Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A under the Exchange Act.

The information required by this item is hereby incorporated by reference to the material appearing in the Company’s Notice and Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A under the Exchange Act of 1934.

| 3.2 | | | [Amended and Restated Bylaws of Public Storage. Filed as Exhibit [removed: 3.2] [added: 3.1] to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended March 31, 2021] [added: 8-K dated November 13, 2023] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000156276221000166/psa-20210331xex3_2.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312523276005/d320869dex31.htm)] | | |

| [removed: 3.3] [added: 3.4] | | | [Articles Supplementary [removed: for] [added: of] Public [removed: Storage 5.150% Cumulative Preferred Shares, Series F.] [added: Storage, dated August 2, 2023.] Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated [removed: May 23, 2017] [added: August 2, 2023] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312517181653/d403845dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312523201692/d499749dex31.htm)] | | |

| [removed: 3.4] [added: 3.3] | | | [Articles [removed: Supplementary for Public Storage 5.050% Cumulative Preferred Shares, Series G.] [added: of Merger.] Filed as Exhibit [removed: 3.1] [added: 3.3] to the Company’s Current Report on Form 8-K dated [removed: July 31, 2017] [added: August 14, 2023] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312517244616/d431375dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312523211436/d542893dex33.htm)] | | |

| [removed: 3.5] [added: 3.1] | | | [removed: [Articles Supplementary for] [added: [Amended and Restated Declaration of Trust of] Public [removed: Storage 5.600% Cumulative Preferred Shares, Series H.] [added: Storage, a Maryland real estate investment trust, dated August 14, 2023.] Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated [removed: February 28, 2019] [added: August 14, 2023] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312519060872/d707503dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312523211436/d542893dex31.htm)] | | |

| [removed: 3.6] [added: 10.6] | | | [removed: [Articles Supplementary for] [added: [Parent Guarantee, dated as of August 14, 2023, by] Public [removed: Storage 4.875% Cumulative Preferred Shares, Series I.] [added: Storage.] Filed as Exhibit [removed: 3.1] [added: 10.1] to the Company’s Current Report on Form 8-K dated [removed: September 5, 2019] [added: August 14, 2023] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312519240029/d95914dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312523211436/d542893dex101.htm)] | | |

| [removed: 3.7] [added: 10.1] | | | [removed: [Articles Supplementary for] [added: [Note Purchase Agreement, dated as of November 3, 2015, by and among] Public Storage [removed: 4.700% Cumulative Preferred Shares, Series J.] [added: and the signatories thereto.] Filed as Exhibit [removed: 3.1] [added: 10.1] to the Company’s Current Report on Form 8-K dated November [removed: 5, 2019] [added: 3, 2015] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312519286081/d820234dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331115000031/psa-20151104ex101c7717b.htm)] | | |

| [removed: 3.8] [added: 4.19] | | | [removed: [Articles Supplementary for] [added: [Sixteenth Supplemental Indenture, dated August 14, 2023, by and among] Public Storage [removed: 4.750% Cumulative Preferred Shares, Series K.] [added: Operating Company, Public Storage and Computershare Trust Company, N.A.] Filed as Exhibit [removed: 3.1] [added: 4.1] to the Company’s Current Report on Form 8-K dated [removed: December 11, 2019] [added: August 14, 2023] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312519312789/d847836dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312523211436/d542893dex41.htm)] | | |

| [removed: 3.9] [added: 4.2] | | | [removed: [Articles Supplementary for Public Storage 4.625% Cumulative Preferred Shares, Series L.] [added: [Master Deposit Agreement, dated as of May 31, 2007.] Filed as Exhibit [removed: 3.1] [added: 10.1] to the Company’s Current Report on Form 8-K dated June [removed: 8, 2020] [added: 6, 2007] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312520165668/d941759dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312507130364/dex101.htm)] | | |

| 4.1 | | | [Description of the Company’s Securities Registered Pursuant to Section [removed: 12](https://www.sec.gov/Archives/edgar/data/1393311/000139331122000010/psa-123121xex4_2.htm) [of](https://www.sec.gov/Archives/edgar/data/1393311/000139331122000010/psa-123121xex4_2.htm) [the] [added: 12 of the] Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1393311/000139331122000010/psa-123121xex4_2.htm) [Filed](https://www.sec.gov/Archives/edgar/data/1393311/000139331122000010/psa-123121xex4_2.htm) [as Exhibit 4.2 to](https://www.sec.gov/Archives/edgar/data/1393311/000139331122000010/psa-123121xex4_2.htm) [the](https://www.sec.gov/Archives/edgar/data/1393311/000139331122000010/psa-123121xex4_2.htm) [Company’s Annual](https://www.sec.gov/Archives/edgar/data/1393311/000139331122000010/psa-123121xex4_2.htm) [Report on Form](https://www.sec.gov/Archives/edgar/data/1393311/000139331122000010/psa-123121xex4_2.htm) [10-K for the year ended December 31, 2021](https://www.sec.gov/Archives/edgar/data/1393311/000139331122000010/psa-123121xex4_2.htm) [and incorporated](https://www.sec.gov/Archives/edgar/data/1393311/000139331122000010/psa-123121xex4_2.htm) [herein](https://www.sec.gov/Archives/edgar/data/1393311/000139331122000010/psa-123121xex4_2.htm) [by](https://www.sec.gov/Archives/edgar/data/1393311/000139331122000010/psa-123121xex4_2.htm) [reference.](https://www.sec.gov/Archives/edgar/data/1393311/000139331122000010/psa-123121xex4_2.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1393311/000139331124000043/psa-123123xex4_1.htm) [Filed](https://www.sec.gov/Archives/edgar/data/1393311/000139331124000043/psa-123123xex4_1.htm) [h](https://www.sec.gov/Archives/edgar/data/1393311/000139331124000043/psa-123123xex4_1.htm)[erewith.](https://www.sec.gov/Archives/edgar/data/1393311/000139331124000043/psa-123123xex4_1.htm)] | | |

| [removed: 4.2] [added: 10.8*] | | | [removed: [Master Deposit Agreement, dated] [added: [Public Storage 2007 Equity and Performance-Based Incentive Compensation Plan,] as [removed: of May 31, 2007. Filed](http://www.sec.gov/Archives/edgar/data/1393311/000119312507130364/dex101.htm) [as] [added: Amended (2007 Plan). Filed as] Exhibit 10.1 [removed: to](http://www.sec.gov/Archives/edgar/data/1393311/000119312507130364/dex101.htm) [the](http://www.sec.gov/Archives/edgar/data/1393311/000119312507130364/dex101.htm) [Company](http://www.sec.gov/Archives/edgar/data/1393311/000119312507130364/dex101.htm)[’s] [added: to the Company’s] Current Report on Form 8-K dated [removed: June 6, 2007] [added: May 1, 2014] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312507130364/dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331114000011/psa-20140501ex101aec3ff.htm)] | | |

| 4.3 | | | [removed: [Indenture,] [added: [Amended and Restated Indenture,] dated as of [removed: September 18, 2017, between] [added: August 14, 2023, among] Public [added: Storage, Public] Storage [added: Operating Company] and [added: Computershare Trust Company, N.A. (as successor to] Wells Fargo Bank, National [removed: Association,] [added: Association),] as trustee. Filed as Exhibit [added: A to Exhibit] 4.1 to the Company’s Current Report on Form 8-K dated [removed: September 18, 2017] [added: August 14, 2023] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312517287377/d443739dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312523211436/d542893dex41.htm)] | | |

| 4.7 | | | [Fourth Supplemental Indenture, dated as of January 19, 2021, between Public Storage and Wells Fargo Bank, National Association, as trustee, including the form of Global Note representing the 2026 Notes. Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated January 14, 2021 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0001393311/000119312521011436/d105642dex42.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/0001393311/000119312521011436/d105642dex42.htm)] | | |

| 4.8 | | | [Fifth Supplemental Indenture, dated as of April 23, 2021, between Public Storage and Wells Fargo Bank, National Association, as trustee, including the form of Global Note representing the Floating Rate Notes. Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated April 23, 2021 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312521128967/d135565dex42.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312521128967/d135565dex42.htm)] | | |

| 4.9 | | | [Sixth Supplemental Indenture, dated as of April 23, 2021, between Public Storage and Wells Fargo Bank, National Association, as trustee, including the form of Global Note representing the 2028 Notes. Filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated April 23, 2021 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312521128967/d135565dex43.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312521128967/d135565dex43.htm)] | | |

| 4.10 | | | [Seventh Supplemental Indenture, dated as of April 23, 2021, between Public Storage and Wells Fargo Bank, National Association, as trustee, including the form of Global Note representing the 2031 Notes. Filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K dated April 23, 2021 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312521128967/d135565dex44.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312521128967/d135565dex44.htm)] | | |

| 4.11 | | | [Eighth Supplemental Indenture, dated as of September 9, 2021, between Public Storage and Wells Fargo Bank, National Association, as trustee, including the form of Global Note representing the 2030 Notes. Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated September 9, 2021 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312521268821/d228573dex42.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312521268821/d228573dex42.htm)] | | |

| 4.12 | | | [Ninth Supplemental Indenture, dated as of November 9, 2021, between Public Storage and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, including the form of Global Note representing the 2026 Notes. Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated November 9, 2021 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312521324419/d257375dex42.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312521324419/d257375dex42.htm)] | | |

| 4.13 | | | [Tenth Supplemental Indenture, dated as of November 9, 2021, between Public Storage and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, including the form of Global Note representing the 2028 Notes. Filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated November 9, 2021 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312521324419/d257375dex43.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312521324419/d257375dex43.htm)] | | |

| 4.14 | | | [Eleventh Supplemental Indenture, dated as of November 9, 2021, between Public Storage and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, including the form of Global Note representing the 2031 Notes. Filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K dated November 9, 2021 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312521324419/d257375dex44.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312521324419/d257375dex44.htm)] | | |

| [removed: 10.1] [added: 10.2] | | | [Note Purchase Agreement, dated as of [removed: November 3, 2015,] [added: April 12, 2016,] by and among Public Storage and the signatories thereto. [removed: Filed](https://www.sec.gov/Archives/edgar/data/1393311/000139331115000031/psa-20151104ex101c7717b.htm) [as] [added: Filed as] Exhibit 10.1 to [removed: the](https://www.sec.gov/Archives/edgar/data/1393311/000139331115000031/psa-20151104ex101c7717b.htm) [Company](https://www.sec.gov/Archives/edgar/data/1393311/000139331115000031/psa-20151104ex101c7717b.htm)[’s] [added: the Company’s] Current Report on Form 8-K dated [removed: November 3, 2015] [added: April 12, 2016] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000139331115000031/psa-20151104ex101c7717b.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331116000038/psa-20160413xex10_1.htm)] | | |

| [removed: 10.2] [added: 10.3] | | | [removed: [Note] [added: [Amendment No. 1 to 2015 Note] Purchase Agreement, dated as of [removed: April 12, 2016,] [added: July 28, 2023,] by and among Public Storage and the signatories thereto. [removed: Filed](https://www.sec.gov/Archives/edgar/data/1393311/000139331116000038/psa-20160413xex10_1.htm) [as] [added: Filed as] Exhibit [removed: 10.1] [added: 10.2] to the [removed: Company](https://www.sec.gov/Archives/edgar/data/1393311/000139331116000038/psa-20160413xex10_1.htm)[’s Current] [added: Company’s Quarterly] Report on Form [removed: 8-K dated April 12, 2016] [added: 10-Q for the quarter ended September 30, 2023] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000139331116000038/psa-20160413xex10_1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331123000096/psa-93023xex10_2.htm)] | | |

| [removed: 10.3] [added: 10.5] | | | [removed: [Second] [added: [Third] Amended and Restated Credit Agreement, dated [removed: April 19, 2019,] [added: as of June 12, 2023,] by and among [removed: Public Storage,] the [removed: lenders] [added: Company, the financial institutions] party thereto, Wells Fargo [added: Securities, LLC, BofA Securities, Inc. and JPMorgan Chase] Bank, [removed: National Association,] [added: N.A.,] as [removed: administrative agent,] [added: Joint Bookrunners,] Wells Fargo [removed: Securities LLC] [added: Securities, LLC, BofA Securities, Inc., JPMorgan Chase Bank, N.A., The Bank of Nova Scotia, BNP Paribas] and [removed: Merrill Lynch, Pierce, Fenner & Smith Incorporation,] [added: Sumitomo Mitsui Banking Corporation,] as [removed: joint lead arrangers and] [added: Joint Lead Arrangers, Wells Fargo Bank, National Association,] as [removed: joint bookrunners,] [added: Agent,] Bank of America, [added: N.A. and JPMorgan Chase Bank,] N.A., as [removed: syndication agent,] [added: Co-Syndication Agents,] and [removed: Citibank,] [added: PNC Bank, National Association, TD Bank,] N.A., [added: The Bank of Nova Scotia, BNP Paribas and Sumitomo Mitsui Banking Corporation,] as [removed: documentation agent.] [added: Documentation Agents.] Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated [removed: April 19, 2019] [added: June 12, 2023] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312519112437/d738199dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312523165399/d518836dex101.htm)] | | |

| [removed: 10.4] [added: 10.7] | | | [Form of Trustee and Officer Indemnification Agreement. Filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331117000008/psa-20161231xex10_19.htm) | | |

| [removed: 10.5*] [added: 10.9*] | | | [Public Storage [removed: 2007] [added: 2016] Equity and Performance-Based Incentive Compensation [removed: Plan, as Amended (2007] [added: Plan (2016] Plan). Filed as Exhibit [removed: 10.1] [added: 10.6] to the Company’s [removed: Current] [added: Annual] Report on Form [removed: 8-K dated May 1, 2014] [added: 10-K for the year ended December 31, 2022] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331114000011/psa-20140501ex101aec3ff.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331123000012/psa-123122xex10_62016plan.htm)] | | |

| [removed: 10.6*] [added: 10.10*] | | | [Public Storage [removed: 2016] [added: 2021] Equity and Performance-Based Incentive Compensation Plan [removed: (2016] [added: (2021] Plan). Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1393311/000139331123000012/psa-123122xex10_62016plan.htm)] [added: as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331123000012/psa-123122xex10_72021plan.htm)] | | |

| [removed: 10.8*] [added: 10.11*] | | | [Form of 2007 Plan Restricted Stock Unit Agreement. Filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331116000036/psa-20151231ex10116996e.htm) | | |

| [removed: 10.9*] [added: 10.12*] | | | [Form of 2007 Plan Restricted Stock Unit Agreement (deferral of receipt of shares). Filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference](http://www.sec.gov/Archives/edgar/data/1393311/000139331116000036/psa-20151231ex101227ce4.htm). | | |

| [removed: 10.10*] [added: 10.13*] | | | [Form of 2007 Plan Stock Option Agreement. Filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331116000036/psa-20151231ex101308fcd.htm) | | |

| [removed: 10.11*] [added: 10.14*] | | | [Form of 2007 Plan Trustee Stock Option Agreement. Filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331116000036/psa-20151231ex10145e220.htm) | | |

| [removed: 10.12*] [added: 10.15*] | | | [Form of 2016 Plan Restricted Stock Unit Agreement (deferral of receipt of shares). Filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331117000008/psa-20161231xex10_16.htm) | | |

| [removed: 10.13*] [added: 10.16*] | | | [Form of 2016 Plan Trustee Non-Qualified Stock Option Agreement. Filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331117000008/psa-20161231xex10_18.htm) | | |

| [removed: 10.14*] [added: 10.17*] | | | [Form of 2016 Plan Restricted Stock Unit Agreement (deferral of receipt of shares) (2018). Filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331119000004/psa-20181231xex10_26.htm) | | |

| [removed: 10.15*] [added: 10.18*] | | | [Form of 2016 Plan Trustee Deferred Stock Unit Agreement (2018). Filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331119000004/psa-20181231xex10_29.htm) | | |

| [removed: 10.16*] [added: 10.19*] | | | [Form of 2016 Plan Executive Restricted Stock Unit Agreement (2018). Filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331119000004/psa-20181231xex10_30.htm) | | |

| [removed: 10.17*] [added: 10.20*] | | | [Form of 2016 Employee Stock Unit Agreement (2020). Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000156276220000160/psa-20200331xex10_2.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000156276220000160/psa-20200331xex10_2.htm)] | | |

| [removed: 10.18*] [added: 10.21*] | | | [Form of 2016 Plan Employee Non-Qualified Stock Option Agreement (2020). Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000156276220000160/psa-20200331xex10_4.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000156276220000160/psa-20200331xex10_4.htm)] | | |

| [removed: 10.19*] [added: 10.22*] | | | [Form of 2016 Plan Performance-Based Non-Qualified Stock Option Agreement (2020). Filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000156276220000160/psa-20200331xex10_5.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000156276220000160/psa-20200331xex10_5.htm)] | | |

| [removed: 10.20*] [added: 10.23*] | | | [Form of 2021 Plan Employee Stock Unit Agreement (2021). Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1393311/000156276221000287/psa-20210630xex10_1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1393311/000156276221000287/psa-20210630xex10_1.htm)] | | |

| [removed: 10.21*] [added: 10.24*] | | | [Form of 2021 Plan Employee Stock Unit Agreement (2022). Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331122000018/exhibit101-2022psaformofem.htm) | | |

| [removed: 10.22*] [added: 10.25*] | | | [Form of 2021 Plan Trustee Non-Qualified Stock Option Agreement. Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331122000029/psa-63022xex10_1formoftrus.htm) | | |

| 2.1 | | | [Agreement and Plan of Merger, dated August 2, 2023, by and among Old PSA, New PSA and Merger Sub. Filed as Exhibit 2.1 to the Company’s Current Report on For 8-K dated August 2, 2023 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312523201692/d499749dex21.htm) | | |

| 4.15 | | | [Twelfth Supplemental Indenture, dated as of July 26, 2023, between Public Storage and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, including the form of Global Note representing the 2033 Notes. Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated July 26, 2023 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312523194622/d480799dex42.htm) | | |

| 4.16 | | | [Thirteenth Supplemental Indenture, dated as of July 26, 2023, between Public Storage and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, including the form of Global Note representing the 2029 Notes. Filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated July 26, 2023 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312523194622/d480799dex43.htm) | | |

| 4.17 | | | [Fourteenth Supplemental Indenture, dated as of July 26, 2023, between Public Storage and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, including the form of Global Note representing the 2033 Notes. Filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K dated July 26, 2023 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312523194622/d480799dex44.htm) | | |

| 4.18 | | | [Fifteenth Supplemental Indenture, dated as of July 26, 2023, between Public Storage and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, including the form of Global Note representing the 2053 Notes. Filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K dated July 26, 2023 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000119312523194622/d480799dex45.htm) | | |

| 10.4 | | | [Amendment No. 1 to 2016 Note Purchase Agreement, dated as of July 28, 2023, by and among Public Storage and the signatories thereto. Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1393311/000139331123000096/psa-93023xex10_3.htm) | | |

| 97.1 | | | [Policy Relating to Recovery of Erroneously Awarded Compensation](https://www.sec.gov/Archives/edgar/data/1393311/000139331124000043/psa-123123xex97_1.htm)[.](https://www.sec.gov/Archives/edgar/data/1393311/000139331124000043/psa-123123xex97_1.htm) [F](https://www.sec.gov/Archives/edgar/data/1393311/000139331124000043/psa-123123xex97_1.htm)[iled herewith.](https://www.sec.gov/Archives/edgar/data/1393311/000139331124000043/psa-123123xex97_1.htm) | | |

| Consolidated [Statements of](#i60029acf4dfb4ba182b58e6021c966e4_22) [I](#i60029acf4dfb4ba182b58e6021c966e4_22)[ncome](#i60029acf4dfb4ba182b58e6021c966e4_22) | | | [F-](#i60029acf4dfb4ba182b58e6021c966e4_22)[4](#i60029acf4dfb4ba182b58e6021c966e4_22) | | |

| Consolidated [Statements of](#i60029acf4dfb4ba182b58e6021c966e4_25) [C](#i60029acf4dfb4ba182b58e6021c966e4_25)[omprehensive](#i60029acf4dfb4ba182b58e6021c966e4_25) [I](#i60029acf4dfb4ba182b58e6021c966e4_25)[ncome](#i60029acf4dfb4ba182b58e6021c966e4_25) | | | [F-](#i60029acf4dfb4ba182b58e6021c966e4_25)[5](#i60029acf4dfb4ba182b58e6021c966e4_25) | | |

| Consolidated [Statements of](#i60029acf4dfb4ba182b58e6021c966e4_28) [E](#i60029acf4dfb4ba182b58e6021c966e4_28)[quity and](#i60029acf4dfb4ba182b58e6021c966e4_28) [R](#i60029acf4dfb4ba182b58e6021c966e4_28)[edeemable](#i60029acf4dfb4ba182b58e6021c966e4_28) [N](#i60029acf4dfb4ba182b58e6021c966e4_28)[oncontrolling](#i60029acf4dfb4ba182b58e6021c966e4_28) [I](#i60029acf4dfb4ba182b58e6021c966e4_28)[nterests](#i60029acf4dfb4ba182b58e6021c966e4_28) | | | [F-](#i60029acf4dfb4ba182b58e6021c966e4_28)[6](#i60029acf4dfb4ba182b58e6021c966e4_28) | | |

| Consolidated [Statements of](#i60029acf4dfb4ba182b58e6021c966e4_37) [C](#i60029acf4dfb4ba182b58e6021c966e4_37)[ash](#i60029acf4dfb4ba182b58e6021c966e4_37) [F](#i60029acf4dfb4ba182b58e6021c966e4_37)[lows](#i60029acf4dfb4ba182b58e6021c966e4_37) | | | [F-](#i60029acf4dfb4ba182b58e6021c966e4_37)[8](#i60029acf4dfb4ba182b58e6021c966e4_37) | | |

| [Notes to](#i60029acf4dfb4ba182b58e6021c966e4_43) Consolidated [](#i60029acf4dfb4ba182b58e6021c966e4_43)[F](#i60029acf4dfb4ba182b58e6021c966e4_43)[inancial](#i60029acf4dfb4ba182b58e6021c966e4_43) [S](#i60029acf4dfb4ba182b58e6021c966e4_43)[tatements](#i60029acf4dfb4ba182b58e6021c966e4_43) | | | [F-](#i60029acf4dfb4ba182b58e6021c966e4_43)[10](#i60029acf4dfb4ba182b58e6021c966e4_43) | | |

| [III – Real](#i60029acf4dfb4ba182b58e6021c966e4_352) [E](#i60029acf4dfb4ba182b58e6021c966e4_352)[state and](#i60029acf4dfb4ba182b58e6021c966e4_352) [A](#i60029acf4dfb4ba182b58e6021c966e4_352)[ccumulated](#i60029acf4dfb4ba182b58e6021c966e4_352) [D](#i60029acf4dfb4ba182b58e6021c966e4_352)[epreciation](#i60029acf4dfb4ba182b58e6021c966e4_352) | | | [F-](#i60029acf4dfb4ba182b58e6021c966e4_352)[33](#i60029acf4dfb4ba182b58e6021c966e4_352) | | |

February 20, 2024

| Cash and equivalents | | | $ | 370,002 | | | | | $ | 775,253 | |

| | | | 27,465,238 | | | | | | 24,219,126 | | |

| | | | 18,041,264 | | | | | | 15,664,971 | | |

| | | | 18,386,717 | | | | | | 16,037,963 | | |

| Real estate acquisition and development expense | | | | | | | | | | | | | | | 26,451 | | | | | | 28,744 | | | | | | 12,923 | | |

| General and administrative | | | | | | | | | | | | | | | 80,632 | | | | | | 71,672 | | | | | | 75,966 | | |

| | | | | | | | | | | | | | | | 2,426,217 | | | | | | 2,177,788 | | | | | | 1,813,689 | | |

| Income before income tax expense | | | | | | | | | | | | | | | 2,170,941 | | | | | | 4,380,600 | | | | | | 1,972,004 | | |

| Income tax expense | | | | | | | | | | | | | | | (10,821) | | | | | | (14,326) | | | | | | (12,365) | | |

| Allocation to noncontrolling interests | | | | | | | | | | | | | | | (11,793) | | | | | | (17,127) | | | | | | (6,376) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Taxes paid upon net share settlement of restricted share units | | | — | | | | | | — | | | | | | (13,950) | | | | | | — | | | | | | — | | | | | | (13,950) | | | | | | — | | | | | | (13,950) | | | | | | — | | |

| Share-based compensation cost (Note 12) | | | — | | | | | | — | | | | | | 44,941 | | | | | | — | | | | | | — | | | | | | 44,941 | | | | | | — | | | | | | 44,941 | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 2,160,120 | | | | | | — | | | | | | 2,160,120 | | | | | | — | | | | | | 2,160,120 | | | | | | — | | |

| Balances at December 31, 2023 | | | $ | 4,350,000 | | | | | $ | 17,567 | | | | | $ | 5,980,760 | | | | | $ | (267,910) | | | | | $ | (67,239) | | | | | $ | 10,013,178 | | | | | $ | 93,768 | | | | | $ | 10,106,946 | | | | | $ | — | |

| Other non-cash adjustments | | | 20,508 | | | | | | 15,207 | | | | | | 4,883 | | |

| Changes in operating assets and liabilities, excluding the impact of acquisitions: | | | | | | | | | | | | | | | | | |

| Other assets | | | (16,365) | | | | | | (29,638) | | | | | | (44,127) | | |

| Accrued and other liabilities | | | 35,266 | | | | | | 20,587 | | | | | | 56,992 | | |

| Capital expenditures to maintain real estate facilities | | | (236,572) | | | | | | (218,713) | | | | | | (136,989) | | |

| Capital expenditures for property enhancements | | | (159,939) | | | | | | (189,699) | | | | | | (103,730) | | |

| Capital expenditures for energy efficiencies (LED lighting, solar) | | | (64,626) | | | | | | (51,361) | | | | | | (29,519) | | |

| 3.1 | | | [Restated Declaration of Trust of Public Storage, a Maryland real estate investment trust. Filed](https://www.sec.gov/Archives/edgar/data/1393311/000139331123000012/psa-123122xex3_1restatedde.htm) [here](https://www.sec.gov/Archives/edgar/data/1393311/000139331123000012/psa-123122xex3_1restatedde.htm)[with](https://www.sec.gov/Archives/edgar/data/1393311/000139331123000012/psa-123122xex3_1restatedde.htm)[.](https://www.sec.gov/Archives/edgar/data/1393311/000139331123000012/psa-123122xex3_1restatedde.htm) | | |

| 3.10 | | | [Articles Supplementary for Public Storage 4.125 % Cumulative Preferred Shares, Series M. Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 11, 2020 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312520219127/d43890dex31.htm) | | |

| 3.11 | | | [Articles Supplementary for Public Storage 3.875% Cumulative Preferred Shares, Series N. Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 29, 2020 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312520259620/d824439dex31.htm) | | |

| 3.12 | | | [Articles Supplementary for Public Storage 3.900% Cumulative Preferred Shares, Series O. Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated November 9, 2020 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312520293004/d24818dex31.htm) | | |

| 3.13 | | | [Articles Supplementary for Public Storage 4.000% Cumulative Preferred Shares, Series P. Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated June 7, 2021 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312521186733/d180655dex31.htm) | | |

| 3.14 | | | [Articles Supplementary for Public Storage 3.950% Cumulative Preferred Shares, Series Q. Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 10, 2021 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312521243371/d187599dex31.htm) | | |

| 3.15 | | | [Articles Supplementary for Public Storage 4.000% Cumulative Preferred Shares, Series R. Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated November 9, 2021 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312521325998/d240102dex31.htm) | | |

| 3.16 | | | [Articles Supplementary for Public Storage 4.100% Cumulative Preferred Shares, Series S. Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated January 4, 2022 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1393311/000119312522002641/d278496dex31.htm) | | |

| 10.7* | | | [Public Storage 2021 Equity and Performance-Based Incentive Compensation Plan (2021 Plan). Filed herewith.](https://www.sec.gov/Archives/edgar/data/1393311/000139331123000012/psa-123122xex10_72021plan.htm) | | |

| | | | | | | | | |

| /s/ Michelle Millstone-Shroff | | | Trustee | | | February 21, 2023 | | |

| Michelle Millstone-Shroff | | | | | | | | |

| Consolidated [Statements of income](#idcbceb955cc148bc8844018cabe9b51f_19) | | | [F-](#idcbceb955cc148bc8844018cabe9b51f_19)[4](#idcbceb955cc148bc8844018cabe9b51f_19) | | |

| Consolidated [Statements of comprehensive income](#idcbceb955cc148bc8844018cabe9b51f_22) | | | [F-](#idcbceb955cc148bc8844018cabe9b51f_22)[5](#idcbceb955cc148bc8844018cabe9b51f_22) | | |

| Consolidated [Statements of equity and redeemable noncontrolling interests](#idcbceb955cc148bc8844018cabe9b51f_253) | | | [F-](#idcbceb955cc148bc8844018cabe9b51f_253)[6](#idcbceb955cc148bc8844018cabe9b51f_253) - F-7 | | |

| Consolidated [Statements of cash flows](#idcbceb955cc148bc8844018cabe9b51f_28) | | | [F-](#idcbceb955cc148bc8844018cabe9b51f_28)[8](#idcbceb955cc148bc8844018cabe9b51f_28) - F-9 | | |

| [III – Real estate and accumulated depreciation](#idcbceb955cc148bc8844018cabe9b51f_280) | | | [F-](#idcbceb955cc148bc8844018cabe9b51f_280)[32](#idcbceb955cc148bc8844018cabe9b51f_280) - F-34 | | |

February 21, 2023

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 15,664,971 | | | | | | 15,034,525 | | |

| | | | 16,037,963 | | | | | | 15,306,996 | | |

| General and administrative | | | | | | | | | | | | | | | 114,742 | | | | | | 101,254 | | | | | | 83,199 | | |

| | | | | | | | | | | | | | | | 2,192,114 | | | | | | 1,826,054 | | | | | | 1,560,201 | | |

CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

(Amounts in thousands, except share and per share amounts)

| Balances at December 31, 2019 | | | $ | 4,065,000 | | | | | $ | 17,442 | | | | | $ | 5,710,934 | | | | | $ | (665,575) | | | | | $ | (64,890) | | | | | $ | 9,062,911 | | | | | $ | 16,756 | | | | | $ | 9,079,667 | | | | | $ | — | |

| Issuance of 49,900 preferred shares (Note 9) | | | 1,247,500 | | | | | | — | | | | | | (39,294) | | | | | | — | | | | | | — | | | | | | 1,208,206 | | | | | | — | | | | | | 1,208,206 | | | | | | — | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,361,227 | | | | | | — | | | | | | 1,361,227 | | | | | | — | | | | | | 1,361,227 | | | | | | — | | |

| Noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,366) | | | | | | (5,366) | | | | | | — | | |

| Share-based compensation expense, net of cash paid in lieu of common shares (Note 11) | | | — | | | | | | — | | | | | | 54,492 | | | | | | — | | | | | | — | | | | | | 54,492 | | | | | | — | | | | | | 54,492 | | | | | | — | | |

| Other | | | 6,156 | | | | | | 17,748 | | | | | | 6,994 | | |

| Total adjustments | | | (1,249,133) | | | | | | 583,916 | | | | | | 681,675 | | |

| Repayment of note receivable | | | — | | | | | | — | | | | | | 7,509 | | |

| Redemption of preferred shares | | | — | | | | | | (1,175,000) | | | | | | (1,220,000) | | |

| Acquisition of noncontrolling interests | | | — | | | | | | (692) | | | | | | (33) | | |

| Cash and equivalents | | | $ | 734,599 | | | | | $ | 257,560 | | | | | $ | 409,743 | |

| | | | $ | 761,290 | | | | | $ | 282,600 | | | | | $ | 433,554 | |

| Real estate acquired in exchange for consideration payable | | | — | | | | | | — | | | | | | (3,799) | | |

| Preferred shares called for redemption and reclassified to liabilities | | | — | | | | | | — | | | | | | 300,000 | | |