8-K
Public Storage (PSA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 30, 2025
____________________
Public Storage
(Exact Name of Registrant as Specified in its Charter)
____________________
| Maryland | 001-33519 | 93-2834996 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 701 Western Avenue, Glendale, California | 91201-2349 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code (818) 244-8080
N/A
(Former name or former address, if changed since last report)
____________________
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Class | Trading Symbol | Name of exchange on which registered |
|---|---|---|
| Common Shares, $0.10 par value | PSA | New York Stock Exchange |
| Depositary Shares Each Representing 1/1,000 of a 5.150% Cum Pref Share, Series F, $0.01 par value | PSAPrF | New York Stock Exchange |
| Depositary Shares Each Representing 1/1,000 of a 5.050% Cum Pref Share, Series G, $0.01 par value | PSAPrG | New York Stock Exchange |
| Depositary Shares Each Representing 1/1,000 of a 5.600% Cum Pref Share, Series H, $0.01 par value | PSAPrH | New York Stock Exchange |
| Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Share, Series I, $0.01 par value | PSAPrI | New York Stock Exchange |
| Depositary Shares Each Representing 1/1,000 of a 4.700% Cum Pref Share, Series J, $0.01 par value | PSAPrJ | New York Stock Exchange |
| --- | --- | --- |
| Depositary Shares Each Representing 1/1,000 of a 4.750% Cum Pref Share, Series K, $0.01 par value | PSAPrK | New York Stock Exchange |
| Depositary Shares Each Representing 1/1,000 of a 4.625% Cum Pref Share, Series L, $0.01 par value | PSAPrL | New York Stock Exchange |
| Depositary Shares Each Representing 1/1,000 of a 4.125% Cum Pref Share, Series M, $0.01 par value | PSAPrM | New York Stock Exchange |
| Depositary Shares Each Representing 1/1,000 of a 3.875% Cum Pref Share, Series N, $0.01 par value | PSAPrN | New York Stock Exchange |
| Depositary Shares Each Representing 1/1,000 of a 3.900% Cum Pref Share, Series O, $0.01 par value | PSAPrO | New York Stock Exchange |
| Depositary Shares Each Representing 1/1,000 of a 4.000% Cum Pref Share, Series P, $0.01 par value | PSAPrP | New York Stock Exchange |
| Depositary Shares Each Representing 1/1,000 of a 3.950% Cum Pref Share, Series Q, $0.01 par value | PSAPrQ | New York Stock Exchange |
| Depositary Shares Each Representing 1/1,000 of a 4.000% Cum Pref Share, Series R, $0.01 par value | PSAPrR | New York Stock Exchange |
| Depositary Shares Each Representing 1/1,000 of a 4.100% Cum Pref Share, Series S, $0.01 par value | PSAPrS | New York Stock Exchange |
| Guarantee of 0.875% Senior Notes due 2032 issued by Public Storage Operating Company | PSA/32 | New York Stock Exchange |
| Guarantee of 0.500% Senior Notes due 2030 issued by Public Storage Operating Company | PSA/30 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The information in Item 2.02 of this Form 8-K and the Exhibit attached hereto pursuant to Item 9.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 2.02Results of Operations and Financial Condition and Exhibits
On July 30, 2025, Public Storage announced its financial results for the quarter ended June 30, 2025. The full text of the press release issued in connection with the announcement is included in Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Also on July 30, 2025, the Board of Trustees (the “Board”) of Public Storage (the “Company”) increased the size of the Board to thirteen trustees and, in connection with such increase, appointed Luke Petherbridge to the Board, effective immediately, with an initial term expiring at the 2026 annual meeting of shareholders. The Board also appointed Mr. Petherbridge to serve as a member of the Nominating, Governance, and Sustainability Committee.
Mr. Petherbridge has served as Chief Executive Officer of Link Logistics since September 2020. Prior thereto, Mr. Petherbridge served as President and Chief Executive Officer of LivCor, LLC from July 2019 to September 2020, President and Chief Executive Officer of ShopCore Properties from May 2016 to September 2020, and in various executive and leadership positions at public and private real estate companies in the United States and Australia.
The Board has affirmatively determined that Mr. Petherbridge is “independent” under the rules of the New York Stock Exchange and the rules and regulations of the Securities Exchange Act of 1934, as amended.
Mr. Petherbridge was granted an initial equity award of a number of AO LTIP Units equal in value to $540,000 as determined based on a Black-Scholes valuation on the grant date. He will receive compensation consistent with that received by the Company’s other non-employee trustees. A description of the compensatory arrangements for non-employee trustees is included in the Company’s proxy statement on Schedule 14A for the 2025 annual meeting of shareholders, which was filed with the U.S. Securities and Exchange Commission on March 28, 2025.
In connection with this appointment, the Company will enter into an indemnification agreement with Mr. Petherbridge similar to the indemnification agreement entered into with all other members of the Board, the form of which is filed as Exhibit 10.19 to the Company’s Form 10-K for the year ended December 31, 2016.
There are no arrangements or understandings between Mr. Petherbridge and any other person pursuant to which Mr. Petherbridge was appointed as a trustee. There are no transactions in which Mr. Petherbridge has or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act at this time.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Public Storage Earnings Press Release dated July 30, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PUBLIC STORAGE | ||
|---|---|---|
| By: | /s/ H. Thomas Boyle | |
| Date: July 30, 2025 | H. Thomas Boyle<br>Senior Vice President, Chief Financial and Investment Officer |
Document
News Release
Public Storage
701 Western Avenue
Glendale, CA 91201-2349
www.publicstorage.com
| For Release | Immediately |
|---|---|
| Date | July 30, 2025 |
| Contact | Ryan Burke |
| (818) 244-8080, Ext. 1141 |
Public Storage Reports Results for the Three and Six Months Ended June 30, 2025
GLENDALE, California – Public Storage (NYSE:PSA) announced today operating results for the three and six months ended June 30, 2025.
“We are raising our outlook based on stabilizing operations and accelerated acquisition volume,” said Joe Russell, President and Chief Executive Officer. “Strategic initiatives across the company are distinguishing our performance. Public Storage’s operating model transformation is enhancing the customer experience while bolstering our leading growth and profitability. Leveraging our platform strength, strong retained cash flow, reputation as a preferred acquirer, and unique in-house development team, we are executing on accretive acquisitions and development with more than $1.1 billion of investment anticipated this year.”
Highlights for the Three Months Ended June 30, 2025
•Reported net income allocable to common shareholders of $1.76 per diluted share.
•Reported core FFO allocable to common shareholders (“Core FFO”) of $4.28 per diluted share.
•Achieved 78.8% Same Store (as defined below) direct net operating income margin.
•Acquired sixteen self-storage facilities with 1.1 million net rentable square feet for $162.3 million. Subsequent to June 30, 2025, we acquired or were under contract to acquire 47 self-storage facilities with 3.1 million net rentable square feet for $481.9 million.
•Opened two newly developed facilities and completed various expansion projects, which together added 0.2 million net rentable square feet at a cost of $64.0 million. At June 30, 2025, we had various facilities in development and expansion expected to add 3.8 million net rentable square feet at an estimated cost of $648.2 million.
•Completed a public offering of $875 million aggregate principal amount of unsecured senior notes in various tranches and maturities.
Luke Petherbridge Appointed as New Independent Trustee
On July 30, 2025, the Board of Trustees appointed Luke Petherbridge as an additional trustee, effective immediately, with an initial term expiring at the 2026 annual meeting of shareholders. Mr. Petherbridge will serve as a member of the Nominating, Governance, and Sustainability Committee.
Mr. Petherbridge brings over 20 years of experience across corporate finance, real estate management, and enterprise transformation. He has served as Chief Executive Officer of Link Logistics since September 2020. Prior thereto, Mr. Petherbridge served as President and Chief Executive Officer of LivCor, LLC from July 2019 to September 2020, President and Chief Executive Officer of ShopCore Properties from May 2016 to September 2020, and in various executive and leadership positions at public and private real estate companies in the United States and Australia.
“We are pleased to welcome Luke Petherbridge to the Board of Trustees of Public Storage,” said Ronald L. Havner, Public Storage’s Chairman. “Luke brings significant leadership acumen to our Board, and his deep experience as a corporate executive will serve Public Storage and our stakeholders well into the future.”
Operating Results for the Three Months Ended June 30, 2025
For the three months ended June 30, 2025, net income allocable to our common shareholders was $309.0 million or $1.76 per diluted common share, compared to $468.4 million or $2.66 per diluted common share for the same period in 2024, representing a decrease of $159.4 million or $0.90 per diluted common share. The decrease is due primarily to (i) a $158.5 million increase in foreign currency losses primarily associated with our Euro denominated notes payable, (ii) an $8.7 million decrease in equity in (loss) earnings of unconsolidated real estate entities, and (iii) a $5.5 million decrease in interest income, partially offset by (iv) a $7.7 million increase in self-storage net operating income.
The $7.7 million increase in self-storage net operating income in the three months ended June 30, 2025 as compared to the same period in 2024 is a result of a $12.0 million increase attributable to our Non-Same Store Facilities (as defined below), partially offset by a $4.3 million decrease attributable to our Same Store Facilities. Revenues for the Same Store Facilities increased 0.2% or $2.0 million in the three months ended June 30, 2025 as compared to the same period in 2024, due primarily to higher realized annual rent per occupied square foot and a decline in occupancy. Cost of operations for the Same Store Facilities increased by 2.9% or $6.4 million in the three months ended June 30, 2025 as compared to the same period in 2024, due primarily to increased other direct property costs, repairs and maintenance expense and marketing expense, partially offset by decreased on-site property manager payroll. The increase in net operating income of $12.0 million for the Non-Same Store Facilities is due primarily to the impact of facilities acquired in 2024 and the lease-up of newly acquired and development/expansion properties.
Operating Results for the Six Months Ended June 30, 2025
For the six months ended June 30, 2025, net income allocable to our common shareholders was $667.2 million or $3.79 per diluted common share, compared to $927.6 million or $5.26 per diluted common share for the same period in 2024, representing a decrease of $260.4 million or $1.47 per diluted common share. The decrease is due primarily to (i) a $264.8 million increase in foreign currency exchange losses primarily associated with our Euro denominated notes payable partially offset by (ii) a $20.9 million increase in self-storage net operating income.
The $20.9 million increase in self-storage net operating income in the six months ended June 30, 2025 as compared to the same period in 2024 is a result of a $25.5 million increase attributable to our Non-Same Store Facilities, partially offset by a $4.6 million decrease attributable to our Same Store Facilities. Revenues for the Same Store Facilities increased 0.1% or $2.6 million in the six months ended June 30, 2025 as compared to the same period in 2024, due primarily to higher realized annual rent per occupied square foot offset by a decline in occupancy. Cost of operations for the Same Store Facilities increased by 1.5% or $7.2 million in the six months ended June 30, 2025 as compared to the same period in 2024, due primarily to increased property tax expense offset by decreased on-site property manager payroll expense. The increase in net operating income of $25.5 million for the Non-Same Store Facilities is due primarily to the impact of facilities acquired in 2023 and 2024.
Funds from Operations
Funds from Operations (“FFO”) and FFO per diluted common share (“FFO per share”) are non-GAAP measures defined by Nareit. We believe that FFO and FFO per share are useful to REIT investors and analysts in measuring our performance because Nareit’s definition of FFO excludes items included in net income that do not relate to or are not indicative of our operating and financial performance. FFO represents net income before 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. FFO also excludes gains or losses on sale of real estate assets and real estate impairment charges, which are also based upon historical costs and are impacted by historical depreciation. FFO and FFO per share are not a substitute for net income or earnings per share. FFO is not a substitute for net cash flow in evaluating our liquidity or ability to pay dividends, because it excludes investing and financing activities presented on our consolidated statements of cash flows. In addition, other REITs may compute these measures differently, so comparisons among REITs may not be helpful.
For the three months ended June 30, 2025, FFO was $3.44 per diluted common share as compared to $4.30 for the same period in 2024, representing a decrease of 20.0%.
For the six months ended June 30, 2025, FFO was $7.15 per diluted common share as compared to $8.54 in the same period in 2024, representing a decrease of 16.3%.
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 corporate transformation costs, loss contingencies, due diligence costs incurred in pursuit of strategic transactions, unrealized gain or loss on private equity investments, and amortization of acquired non real estate-related intangibles. We review Core FFO and Core FFO per share to evaluate our ongoing operating performance, and we believe they are used by investors and REIT analysts in a similar manner. However, Core FFO and Core FFO per share are not substitutes for net income and net income per share. Because other REITs may not compute Core FFO or Core FFO per share in the same manner as we do, may not use the same terminology, or may not present such measures, Core FFO and Core FFO per share may not be comparable among REITs.
The following table reconciles net income to FFO and Core FFO and reconciles diluted earnings per share to FFO per share and Core FFO per share (unaudited):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Percentage Change | 2025 | 2024 | Percentage Change | |||||||
| (Amounts in thousands, except per share data) | ||||||||||||
| Reconciliation of Net Income to FFO and Core FFO: | ||||||||||||
| Net income allocable to common shareholders | $ | 308,968 | $ | 468,366 | (34.0) | % | $ | 667,198 | $ | 927,575 | (28.1) | % |
| Eliminate items excluded from FFO: | ||||||||||||
| Real estate-related depreciation and amortization | 280,221 | 279,894 | 560,230 | 562,097 | ||||||||
| Real estate-related depreciation from unconsolidated real estate investment | 17,683 | 9,762 | 30,958 | 19,518 | ||||||||
| Real estate-related depreciation allocated to noncontrolling interests and restricted share unitholders and unvested LTIP unitholders | (2,215) | (1,880) | (4,329) | (3,715) | ||||||||
| Impairment write-down of real estate investments | 3,827 | — | ||||||||||
| Gains on sale of real estate investments, including our equity share from investment | (163) | — | (208) | (871) | ||||||||
| FFO allocable to common shares | $ | 604,494 | $ | 756,142 | (20.1) | % | $ | 1,257,676 | $ | 1,504,604 | (16.4) | % |
| Eliminate the impact of items excluded from Core FFO, including our equity share from investment: | ||||||||||||
| Foreign currency exchange loss (gain) | 146,070 | (12,449) | 214,765 | (49,992) | ||||||||
| Unrealized loss (gain) on private equity investments | 915 | (1,011) | 1,788 | (2,114) | ||||||||
| Corporate transformation costs | 1,013 | — | 1,802 | — | ||||||||
| Other items | (143) | 2,211 | 915 | 3,365 | ||||||||
| Core FFO allocable to common shares | $ | 752,349 | $ | 744,893 | 1.0 | % | $ | 1,476,946 | $ | 1,455,863 | 1.4 | % |
| Reconciliation of Diluted Earnings per Share to FFO per Share and Core FFO per Share: | ||||||||||||
| Diluted earnings per share | $ | 1.76 | $ | 2.66 | (33.8) | % | $ | 3.79 | $ | 5.26 | (27.9) | % |
| Eliminate amounts per share excluded from FFO: | ||||||||||||
| Real estate-related depreciation and amortization | 1.68 | 1.64 | 3.34 | 3.29 | ||||||||
| Impairment write-down of real estate investments | 0.02 | — | ||||||||||
| Gains on sale of real estate investments, including our equity share from investment | — | — | — | (0.01) | ||||||||
| FFO per share | $ | 3.44 | $ | 4.30 | (20.0) | % | $ | 7.15 | $ | 8.54 | (16.3) | % |
| Eliminate the per share impact of items excluded from Core FFO, including our equity share from investment: | ||||||||||||
| Foreign currency exchange loss (gain) | 0.82 | (0.08) | 1.21 | (0.29) | ||||||||
| Unrealized loss (gain) on private equity investments | 0.01 | — | 0.01 | (0.01) | ||||||||
| Corporate transformation costs | 0.01 | — | 0.01 | — | ||||||||
| Other items | — | 0.01 | 0.01 | 0.02 | ||||||||
| Core FFO per share | $ | 4.28 | $ | 4.23 | 1.2 | % | $ | 8.39 | $ | 8.26 | 1.6 | % |
| Diluted weighted average common shares | 175,921 | 176,009 | 175,932 | 176,180 |
Property Operations – Same Store Facilities
The Same Store Facilities consist of facilities that have been owned and operated on a stabilized level of occupancy, revenues, and cost of operations since January 1, 2023. Our Same Store Facilities increased from 2,507 facilities at December 31, 2024 to 2,565 at June 30, 2025. The composition of our Same Store Facilities allows us to more effectively evaluate the ongoing performance of our self-storage portfolio in 2023, 2024, and 2025 and exclude the impact of fill-up of unstabilized facilities, which can significantly affect operating trends. We believe the Same Store Facilities information is used by investors and analysts in a similar manner. However, because other REITs may not compute Same Store Facilities in the same manner as we do, may not use the same terminology, or may not present such a measure, Same Store Facilities may not be comparable among REITs. The following table summarizes the historical operating results (for all periods presented) of these 2,565 facilities (175.3 million net rentable square feet) that represent approximately 78% of the aggregate net rentable square feet of our U.S. consolidated self-storage portfolio at June 30, 2025 (unaudited):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change (f) | 2025 | 2024 | Change (f) | |||||
| (Dollar amounts in thousands, except for per square foot data) | ||||||||||
| Revenues (a): | ||||||||||
| Rental income | $ | 913,422 | $ | 911,393 | 0.2% | $ | 1,815,124 | $ | 1,813,135 | 0.1% |
| Late charges and administrative fees | 31,771 | 31,752 | 0.1% | 64,612 | 64,039 | 0.9% | ||||
| Total revenues | 945,193 | 943,145 | 0.2% | 1,879,736 | 1,877,174 | 0.1% | ||||
| Direct cost of operations (a): | ||||||||||
| Property taxes | 95,668 | 91,651 | 4.4% | 193,520 | 185,449 | 4.4% | ||||
| On-site property manager payroll | 31,679 | 32,624 | (2.9)% | 63,575 | 69,040 | (7.9)% | ||||
| Repairs and maintenance | 18,580 | 18,787 | (1.1)% | 40,730 | 39,097 | 4.2% | ||||
| Utilities | 10,437 | 10,409 | 0.3% | 24,919 | 23,872 | 4.4% | ||||
| Marketing | 19,132 | 18,222 | 5.0% | 41,000 | 42,472 | (3.5)% | ||||
| Other direct property costs | 24,669 | 24,410 | 1.1% | 50,391 | 49,971 | 0.8% | ||||
| Total direct cost of operations | 200,165 | 196,103 | 2.1% | 414,135 | 409,901 | 1.0% | ||||
| Direct net operating income (b) | 745,028 | 747,042 | (0.3)% | 1,465,601 | 1,467,273 | (0.1)% | ||||
| Indirect cost of operations (a): | ||||||||||
| Supervisory payroll | (10,574) | (10,010) | 5.6% | (21,679) | (20,782) | 4.3% | ||||
| Centralized management costs | (15,479) | (13,624) | 13.6% | (30,837) | (28,529) | 8.1% | ||||
| Share-based compensation | (2,423) | (2,538) | (4.5)% | (5,000) | (5,279) | (5.3)% | ||||
| Net operating income (c) | $ | 716,552 | $ | 720,870 | (0.6)% | $ | 1,408,085 | $ | 1,412,683 | (0.3)% |
| Gross margin (before indirect costs, depreciation and amortization expense) | 78.8% | 79.2% | (0.4)% | 78.0% | 78.2% | (0.2)% | ||||
| Gross margin (before depreciation and amortization expense) | 75.8% | 76.4% | (0.6)% | 74.9% | 75.3% | (0.4)% | ||||
| Weighted average for the period: | ||||||||||
| Square foot occupancy | 92.6% | 93.0% | (0.4)% | 92.1% | 92.5% | (0.4)% | ||||
| Realized annual rental income per (d): | ||||||||||
| Occupied square foot | $ | 22.50 | $ | 22.36 | 0.6% | $ | 22.49 | $ | 22.35 | 0.6% |
| Available square foot | $ | 20.84 | $ | 20.79 | 0.2% | $ | 20.71 | $ | 20.68 | 0.1% |
| At June 30: | ||||||||||
| Square foot occupancy | 92.2% | 92.6% | (0.4)% | |||||||
| Annual contract rent per occupied square foot (e) | $ | 22.67 | $ | 22.54 | 0.6% |
(a)Revenues and cost of operations do not include tenant reinsurance and merchandise sales and expenses generated at the facilities.
(b)Direct net operating income (“Direct NOI”), a subtotal within NOI, is a non-GAAP financial measure that excludes the impact of supervisory payroll, centralized management costs, and share-based compensation in addition to depreciation and amortization expense. We utilize direct net operating income in evaluating property performance and in evaluating property operating trends as compared to our competitors.
(c)See reconciliation of self-storage NOI to net income provided below.
(d)Realized annual rent per occupied square foot is computed by dividing annualized rental income, before late charges and administrative fees, by the weighted average occupied square feet for the period. Realized annual rent per available square foot is computed by dividing annualized rental income, before late charges and administrative fees, by the total available rentable square feet for the period. These measures exclude late charges and administrative fees in order to provide a better measure of our ongoing level of revenue. Late charges are dependent upon the level of delinquency, and administrative fees are dependent upon the level of move-ins. In addition, the rates charged for late charges and administrative fees can vary independently from rental rates. These measures take into consideration promotional discounts, which reduce rental income.
(e)Annual contract rent represents the agreed upon monthly rate that is paid by our tenants in place at the time of measurement. Contract rates are initially set in the lease agreement upon move-in, and we adjust them from time to time with notice. Contract rent excludes other fees that are charged on a per-item basis, such as late charges and administrative fees, does not reflect the impact of promotional discounts, and does not reflect the impact of rents that are written off as uncollectible.
(f)Represents the absolute nominal change with respect to gross margin and square foot occupancy, and the percentage change with respect to all other items.
Property Operations – Non-Same Store Facilities
In addition to the 2,565 Same Store Facilities, we have 538 facilities that were not stabilized with respect to occupancies, revenues, or cost of operations since January 1, 2023 or that we did not own as of January 1, 2023, including 211 facilities that were acquired, 40 newly developed facilities, 62 facilities that have been expanded or are targeted for expansion, and 225 facilities that are unstabilized because they are undergoing fill-up or were damaged in casualty events (collectively, the “Non-Same Store Facilities”). Operating data, metrics, and further commentary with respect to these facilities, including detail by vintage, are included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under “Analysis of Net Income – Self-Storage Operations” in our June 30, 2025 Form 10-Q.
Investing and Capital Activities
During the three months ended June 30, 2025, we acquired 16 self storage facilities (six in Florida, three in Georgia, two in Colorado, two in Ohio, and one each in Pennsylvania, South Carolina, and Texas) with 1.1 million net rentable square feet for $162.3 million. During the six months ended June 30, 2025, we acquired 25 self-storage facilities (nine in Florida, three in Georgia, four in Colorado, two in Ohio, two in South Carolina, two in Texas, and one each in Idaho, New Jersey and Pennsylvania) with 1.8 million net rentable square feet for $303.3 million. Subsequent to June 30, 2025, we acquired or were under contract to acquire 47 self-storage facilities across 17 states with 3.1 million net rentable square feet for $481.9 million.
During 2023, we acquired BREIT Simply Storage LLC (“Simply”), a self-storage company that owned and operated 127 self-storage facilities (9.4 million square feet) and managed 25 self-storage facilities (1.8 million square feet) for third parties, for a purchase price of $2.2 billion in cash. The Simply portfolio facilities generated self-storage revenues of $77.5 million, NOI of $53.9 million (including Direct NOI of $56.7 million), and average square footage occupancy of 88.6% for the three months ended June 30, 2025.
During the three months ended June 30, 2025, we opened two newly developed facilities and various expansion projects, which together contributed 0.2 million net rentable square feet (0.1 million in Hawaii and less than 0.1 million in Texas and New York) at a cost of $64 million. During the six months ended June 30, 2025, we opened five newly developed facilities and various expansion projects, which together contributed 0.9 million net rentable square feet (0.4 million in California and 0.3 million in Texas, 0.1 million in Hawaii and less than 0.1 million in New York) at a cost of $208.4 million. At June 30, 2025, we had various facilities in development (expected to contribute 2.6 million net rentable square feet) estimated to cost $487.9 million and various expansion projects (expected to contribute 1.2 million net rentable square feet) estimated to cost $160.2 million. Our aggregate 3.8 million net rentable square foot pipeline of development and expansion facilities includes 1.8 million in Florida, 0.7 million in California, 0.3 million in Texas, and 0.1 million each in Arizona, Colorado, Georgia, Hawaii, Idaho, Nevada, New York, North Carolina, South Carolina, and Virginia. The remaining $390.9 million of development costs for these projects are expected to be incurred primarily in the next 18 to 24 months.
On July 13, 2025, Ki Corporation (“Ki”) and Public Storage (together, the “Consortium”) announced a revised non-binding indicative offer to acquire all of the outstanding stapled securities of Abacus Storage King (ASX:ASK) that are not already held by Ki or its subsidiaries (together, the “Ki Group”) for A$1.65 per stapled security. The Ki Group is currently ASK’s major securityholder. Under the terms of the revised offer, Public Storage’s share of the total estimated cost, excluding direct transaction costs, would be approximately $710 million (A$1.08 billion), anticipated to be funded with Australian Dollar denominated unsecured debt. Abacus Storage King is one of the largest self-storage owners in Australia and New Zealand with approximately 126 operating properties, 21 development sites, and 75 managed properties. The structure of the transaction is subject to finalization, and the transaction is subject to a number of conditions, including due diligence, negotiation of a definitive agreement, and legal, regulatory, and shareholder approvals.
Outlook for the Year Ending December 31, 2025
Set forth below are our current expectations with respect to full year 2025 Core FFO per share and certain underlying assumptions. In reliance on the exception provided by applicable SEC rules, we do not provide guidance for GAAP net income per share, the most comparable GAAP financial measure, or a reconciliation of 2025 Core FFO per share to GAAP net income per share because we are unable to reasonably predict the following items which are included in GAAP net income: (i) gains or losses on sales of real estate investments, (ii) foreign currency exchange gains and losses, (iii) charges related to the redemption of preferred securities, and (iv) certain other significant non-cash and/or nonrecurring income or expense items. The actual amounts for any and all of these items could significantly impact our 2025 GAAP net income and, as disclosed in our historical financial results, have significantly impacted GAAP net income in prior periods.
| 2025 Guidance | ||
|---|---|---|
| Current Guidance | Prior Guidance | |
| Low | Low | |
| (Dollar amounts in thousands, except per share data) | ||
| Same Store: | ||
| Revenue growth (a) | (1.3)% | (1.3)% |
| Expense growth (b) | 2.3% | 2.5% |
| Net operating income growth (b) | (2.6)% | (2.9)% |
| Consolidated: | ||
| Non-Same Store net operating income | 465,000 | 444,000 |
| Ancillary net operating income | 200,000 | 198,000 |
| Core general and administrative expense (c) | 91,000 | 91,000 |
| Interest expense | 304,000 | 285,000 |
| Preferred dividends | 195,000 | 195,000 |
| Capital Activity: | ||
| Development openings | 370,000 | 370,000 |
| Capital expenditures: | ||
| Maintenance of real estate facilities | 150,000 | 150,000 |
| Energy efficiencies (d) | 50,000 | 50,000 |
| Core FFO per share (a): | 16.45 | 16.35 |
| Core FFO per share growth from 2024 Core FFO per share | (1.3)% | (1.9)% |
| Non-Same Store Net Operating Income Beyond 2025: | ||
| Incremental Non-Same Store NOI to stabilization (2026 and beyond) | 110,000 | 80,000 |
All values are in US Dollars.
(a)Both the low-end and high-end of the expected revenue growth from our Same Store Facilities in 2025 include a negative 1% estimated impact from the self-storage facilities located in Los Angeles County, where a temporary governmental pricing limitation is in place under the “State of Emergency” declarations following the wildfires in Southern California in early 2025. This leads to a negative $0.23 per share impact on both the low-end and high-end of the estimated Core FFO per share for 2025.
(b)Based on total same store cost of operations and net operating income (i.e., not direct), as reflected in the summary table for Same Store Facilities above.
(c)Excludes any significant non-recurring general and administrative expense items.
(d)Energy efficiency initiatives primarily include solar panel installation.
Second Quarter Conference Call
A conference call is scheduled for July 31, 2025 at 9:00 a.m. (PT) to discuss the second quarter earnings results. The domestic dial-in number is (877) 407-9039, and the international dial-in number is (201) 689-8470. A simultaneous audio webcast may be accessed by using the link at www.publicstorage.com under “About Us, Investor Relations, News and Events, Event Calendar.” A replay of the conference call may be accessed through August 14, 2025 by calling (844) 512-2921 (domestic), (412) 317-6671 (international) (access ID number for either domestic or international is 13754863) or by using the link at www.publicstorage.com under “About Us, Investor Relations, News and Events, Event Calendar.”
About Public Storage
Public Storage, a member of the S&P 500, is a REIT that primarily acquires, develops, owns, and operates self-storage facilities. At June 30, 2025, we: (i) owned and/or operated 3,432 self-storage facilities located in 40 states with approximately 250 million net rentable square feet in the United States and (ii) owned a 35% common equity interest in Shurgard Self Storage Limited (Euronext Brussels:SHUR), which owned 321 self-storage facilities located in seven Western European nations with approximately 18 million net rentable square feet operated under the Shurgard® brand. Our headquarters are located in Glendale, California.
This press release, our Form 10-Q for the second quarter of 2025, a financial supplement, and additional information about Public Storage are available on our website, www.publicstorage.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements relating to our 2025 outlook and all underlying assumptions; our expected acquisition, disposition, development, and redevelopment activity; supply and demand for our self-storage facilities; information relating to operating trends in our markets; expectations regarding operating expenses, including property tax changes; expectations regarding the impacts from inflation and changes in macroeconomic conditions; our strategic priorities; expectations with respect to financing activities, rental rates, cap rates, and yields; leasing expectations; our credit ratings; and all other statements other than statements of historical fact. Such statements are based on management’s beliefs and assumptions made based on information currently available to management and may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause our actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Risks and uncertainties that may impact future results and performance include, but are not limited to those risks and uncertainties described in Part 1, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2025 and in our other filings with the SEC. These include changes in demand for our facilities; changes in macroeconomic conditions; changes in national self-storage facility development activity; impacts from our strategic corporate transformation initiative; impacts of natural disasters; adverse changes in laws and regulations including governing property tax, evictions, rental rates, minimum wage levels, and insurance; adverse economic effects from public health emergencies, international military conflicts, international trade disputes (including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by foreign countries in retaliation), or similar events impacting public health and/or economic activity; increases in the costs of our primary customer acquisition channels; adverse impacts to us and our customers from high interest rates, inflation, unfavorable foreign currency rate fluctuations, or changes in federal or state tax laws related to the taxation of REITs; security breaches, including ransomware; or a failure of our networks, systems, or technology. These forward-looking statements speak only as of the date of this press release or as of the dates indicated in the statements. All of our forward-looking statements, including those in this press release, are qualified in their entirety by this cautionary statement. 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 forward-looking statements, except when expressly required by law. Given these risks and uncertainties, you should not rely on any forward-looking statements in this press release, or which management may make orally or in writing from time to time, neither as predictions of future events nor guarantees of future performance.
PUBLIC STORAGE
SELECTED CONSOLIDATED INCOME STATEMENT DATA
(Amounts in thousands, except per share data)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Revenues: | ||||||||
| Self-storage facilities | $ | 1,118,658 | $ | 1,099,736 | $ | 2,221,656 | $ | 2,185,781 |
| Ancillary operations | 82,436 | 73,475 | 162,622 | 144,650 | ||||
| 1,201,094 | 1,173,211 | 2,384,278 | 2,330,431 | |||||
| Expenses: | ||||||||
| Self-storage cost of operations | 284,717 | 273,501 | 585,871 | 570,915 | ||||
| Ancillary cost of operations | 33,288 | 27,543 | 63,981 | 54,612 | ||||
| Depreciation and amortization | 283,216 | 283,342 | 565,931 | 568,545 | ||||
| Real estate acquisition and development expense | 2,538 | 2,907 | 9,961 | 6,624 | ||||
| General and administrative | 25,727 | 26,580 | 50,911 | 47,916 | ||||
| Interest expense | 71,609 | 73,236 | 143,618 | 141,014 | ||||
| 701,095 | 687,109 | 1,420,273 | 1,389,626 | |||||
| Other increases (decreases) to net income: | ||||||||
| Interest and other income | 12,789 | 18,253 | 26,023 | 32,219 | ||||
| Equity in earnings of unconsolidated real estate entity | (2,230) | 6,480 | 1,397 | 12,570 | ||||
| Foreign currency exchange (loss) gain | (146,070) | 12,449 | (214,765) | 49,992 | ||||
| Gain on sale of real estate | 163 | — | 208 | 874 | ||||
| Income before income tax expense | 364,651 | 523,284 | 776,868 | 1,036,460 | ||||
| Income tax expense | (3,240) | (2,075) | (4,666) | (3,554) | ||||
| Net income | 361,411 | 521,209 | 772,202 | 1,032,906 | ||||
| Allocation to noncontrolling interests | (2,992) | (3,082) | (5,992) | (5,831) | ||||
| Net income allocable to Public Storage shareholders | 358,419 | 518,127 | 766,210 | 1,027,075 | ||||
| Allocation of net income to: | ||||||||
| Preferred shareholders – distributions | (48,673) | (48,673) | (97,351) | (97,351) | ||||
| Restricted share units and unvested LTIP units | (778) | (1,088) | (1,661) | (2,149) | ||||
| Net income allocable to common shareholders | $ | 308,968 | $ | 468,366 | $ | 667,198 | $ | 927,575 |
| Per common share: | ||||||||
| Net income per common share – Basic | $ | 1.76 | $ | 2.67 | $ | 3.80 | $ | 5.28 |
| Net income per common share – Diluted | $ | 1.76 | $ | 2.66 | $ | 3.79 | $ | 5.26 |
| Weighted average common shares – Basic | 175,442 | 175,469 | 175,431 | 175,585 | ||||
| Weighted average common shares – Diluted | 175,921 | 176,009 | 175,932 | 176,180 |
PUBLIC STORAGE
SELECTED CONSOLIDATED BALANCE SHEET DATA
(Amounts in thousands, except share and per share data)
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| ASSETS | (Unaudited) | |||
| Cash and equivalents | $ | 1,104,603 | $ | 447,416 |
| Real estate facilities, at cost: | ||||
| Land | 5,805,482 | 5,711,685 | ||
| Buildings | 23,306,210 | 22,767,053 | ||
| 29,111,692 | 28,478,738 | |||
| Accumulated depreciation | (10,938,166) | (10,426,186) | ||
| 18,173,526 | 18,052,552 | |||
| Construction in process | 257,295 | 308,101 | ||
| 18,430,821 | 18,360,653 | |||
| Investment in unconsolidated real estate entity | 387,946 | 382,490 | ||
| Goodwill and other intangible assets, net | 253,467 | 282,187 | ||
| Other assets | 364,616 | 282,188 | ||
| Total assets | $ | 20,541,453 | $ | 19,754,934 |
| LIABILITIES AND EQUITY | ||||
| Notes payable | $ | 10,440,279 | $ | 9,353,034 |
| Accrued and other liabilities | 624,825 | 588,248 | ||
| Total liabilities | 11,065,104 | 9,941,282 | ||
| Commitments and contingencies | ||||
| Equity: | ||||
| Public Storage shareholders’ equity: | ||||
| Preferred Shares, $0.01 par value, 100,000,000 shares authorized, 174,000 shares issued (in series) and outstanding, (174,000 shares at December 31, 2024) at liquidation preference | 4,350,000 | 4,350,000 | ||
| Common Shares, $0.10 par value, 650,000,000 shares authorized, 175,452,716 shares issued (175,408,393 shares at December 31, 2024) | 17,545 | 17,541 | ||
| Paid-in capital | 6,131,517 | 6,116,113 | ||
| Accumulated deficit | (1,085,142) | (699,083) | ||
| Accumulated other comprehensive loss | (41,461) | (71,965) | ||
| Total Public Storage shareholders’ equity | 9,372,459 | 9,712,606 | ||
| Noncontrolling interests | 103,890 | 101,046 | ||
| Total equity | 9,476,349 | 9,813,652 | ||
| Total liabilities and equity | $ | 20,541,453 | $ | 19,754,934 |
PUBLIC STORAGE
SELECTED FINANCIAL DATA
Computation of Funds Available for Distribution (“FAD”)
(Unaudited – amounts in thousands except per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| FFO allocable to common shares | $ | 604,494 | $ | 756,142 | $ | 1,257,676 | $ | 1,504,604 |
| Eliminate effect of items included in FFO but not FAD: | ||||||||
| Share-based compensation expense in excess of cash paid | 10,248 | 10,539 | 17,863 | 15,558 | ||||
| Foreign currency exchange loss (gain) | 146,070 | (12,449) | 214,765 | (49,992) | ||||
| Less: | ||||||||
| Capital expenditures to maintain real estate facilities | (41,414) | (54,719) | (85,555) | (112,775) | ||||
| Capital expenditures for property enhancements | — | (41,664) | — | (69,290) | ||||
| FAD (a) | $ | 719,398 | $ | 657,849 | $ | 1,404,749 | $ | 1,288,105 |
| Distributions paid to common shareholders | $ | 526,358 | $ | 525,003 | $ | 1,052,644 | $ | 1,052,167 |
| Distribution payout ratio | 73.2% | 79.8% | 74.9% | 81.7% | ||||
| Distributions per common share | $ | 3.00 | $ | 3.00 | $ | 6.00 | $ | 6.00 |
(a)FAD represents FFO adjusted to exclude certain non-cash charges and to deduct recurring capital expenditures, which do not include capital expenditures for energy efficiencies including LED lighting and solar panel installation. We utilize FAD in evaluating our ongoing cash flow available for investment, debt repayment, and common distributions. We believe investors and analysts utilize FAD in a similar manner. FAD is not a substitute for GAAP net cash flow in evaluating our liquidity or ability to pay dividends, because it excludes investing and financing activities presented on our statements of cash flows. In addition, other REITs may compute this measure differently, so comparisons among REITs may not be helpful.
PUBLIC STORAGE
SELECTED FINANCIAL DATA
Reconciliation of Self-Storage Net Operating Income to Net Income
(Unaudited – amounts in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Self-storage revenues for: | ||||||||
| Same Store Facilities | $ | 945,193 | $ | 943,145 | $ | 1,879,736 | $ | 1,877,174 |
| Acquired facilities | 54,861 | 46,025 | 107,978 | 91,175 | ||||
| Newly developed and expanded facilities | 44,369 | 38,628 | 86,873 | 75,450 | ||||
| Other non-same store facilities | 74,235 | 71,938 | 147,069 | 141,982 | ||||
| Self-storage revenues | 1,118,658 | 1,099,736 | 2,221,656 | 2,185,781 | ||||
| Self-storage cost of operations for: | ||||||||
| Same Store Facilities | 228,641 | 222,275 | 471,651 | 464,491 | ||||
| Acquired facilities | 17,261 | 13,852 | 34,619 | 29,894 | ||||
| Newly developed and expanded facilities | 13,762 | 12,330 | 28,031 | 25,032 | ||||
| Other non-same store facilities | 25,053 | 25,044 | 51,570 | 51,498 | ||||
| Self-storage cost of operations | 284,717 | 273,501 | 585,871 | 570,915 | ||||
| Self-storage NOI for: | ||||||||
| Same Store Facilities | 716,552 | 720,870 | 1,408,085 | 1,412,683 | ||||
| Acquired facilities | 37,600 | 32,173 | 73,359 | 61,281 | ||||
| Newly developed and expanded facilities | 30,607 | 26,298 | 58,842 | 50,418 | ||||
| Other non-same store facilities | 49,182 | 46,894 | 95,499 | 90,484 | ||||
| Self-storage NOI (a) | 833,941 | 826,235 | 1,635,785 | 1,614,866 | ||||
| Ancillary revenues | 82,436 | 73,475 | 162,622 | 144,650 | ||||
| Ancillary cost of operations | (33,289) | (27,543) | (63,982) | (54,612) | ||||
| Depreciation and amortization | (283,216) | (283,342) | (565,931) | (568,545) | ||||
| Real estate acquisition and development expense | (2,538) | (2,907) | (9,961) | (6,624) | ||||
| General and administrative expense | (25,727) | (26,580) | (50,911) | (47,916) | ||||
| Interest and other income | 12,789 | 18,253 | 26,023 | 32,219 | ||||
| Interest expense | (71,609) | (73,236) | (143,618) | (141,014) | ||||
| Equity in earnings of unconsolidated real estate entity | (2,230) | 6,480 | 1,397 | 12,570 | ||||
| Gain on sale of real estate | 163 | — | 208 | 874 | ||||
| Foreign currency exchange (loss) gain | (146,070) | 12,449 | (214,765) | 49,992 | ||||
| Income tax expense | (3,240) | (2,075) | (4,666) | (3,554) | ||||
| Net income on our income statement | $ | 361,410 | $ | 521,209 | $ | 772,201 | $ | 1,032,906 |
(a)Net operating income or “NOI” is a non-GAAP financial measure that excludes the impact of depreciation and amortization expense, which 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. We utilize NOI in determining current property values, evaluating property performance, and evaluating operating trends. We believe that investors and analysts utilize NOI in a similar manner. NOI is not a substitute for net income, operating cash flow, or other related GAAP financial measures, in evaluating our operating results. This table reconciles from NOI for our self-storage facilities to the net income presented on our income statement.
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