PSAPublic Storage
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. 10-K, Item 1
- Employees
- 5,770
- Headquarters
- Frisco, TX
- Next results
- around Feb 11, 2027
7 paragraphs in Risk Factors of the 10-K filed Feb 12, 2026 with nothing like them in the 10-K filed Feb 24, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 29 Real estate companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
If we fail to successfully execute our recent leadership succession, we may struggle to effectively execute our strategic plan.
We recently announced leadership changes, including a change in our Chairman of the Board, our President and Chief Executive Officer and our Chief Financial Officer. Although these changes were made pursuant to the Board’s succession planning efforts, there is no guarantee that the transition to new leadership will be executed successfully. Failure to successfully implement these successions may result in disruptions in the execution of our strategic plan. Failure to successfully implement future succession plans for other key employees may leave us vulnerable to retirements and turnover.
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We may record losses as a result of the bankruptcy, insolvency, or other credit failure of the borrowers under our
Similar paragraph at 1 of 29 other Real estate companies: EXRbridge lending financing program. In that case, our revenues and results of operations may be materially and
Similar paragraph at 1 of 29 other Real estate companies: EXRAlthough we conduct due diligence and aim to carefully evaluate the risks associated with this debt and other investments, we could incur losses from our lending decisions, which includes subjective and complex judgments and forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to operate their business and/or make all required payments. For example, volatility of the capital and credit markets, increased interest rates, lower demand for self-storage and general economic conditions may adversely affect the solvency, creditworthiness or operations of our borrowers. If our forecasts prove incorrect, or if any of our borrowers fail to perform as expected, we may incur losses from these bridge loans which could have a material adverse effect on our operating revenue and results of operations.
Similar paragraph at 1 of 29 other Real estate companies: EXRRead in the 10-K ↗
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 an unaffiliated third party. We believe we have qualified as a REIT and we intend to continue to maintain our REIT status.
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New in the latest 10-Q
47 paragraphs in the 10-Q filed Oct 26, 2026 with nothing like them in the 10-Q filed Jul 29, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
Nine Months Ended September 30, 2026 2025 ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Operating Activities: Net income $1,410,661 $ 1,286,975 Adjustments to reconcile net income to net cash flows from operating activities: Gain on sale of real estate (27,355) (710) Depreciation and amortization 991,094 856,295 Equity in earnings of unconsolidated real estate entities (6,310) (5,071) Distributions from cumulative equity in earnings of unconsolidated real estate entities 25,584 1,823 Unrealized foreign currency exchange (gain) loss (70,970) 214,575 Share-based compensation expense 35,213 30,361 Impairment (recovery) of real estate investments (210) 3,946 Amortization of debt issuance costs 8,643 7,588 Provisions for loan losses, net 3,036 188 Benefit for deferred income taxes (20,358) — Other non-cash adjustments 3,864 1,829 Changes in operating assets and liabilities, excluding the impact of acquisitions: Other assets (27,830) (12,352) Accrued and other liabilities (52,971) 67,415 Net cash flows from operating activities 2,272,091 2,452,862 Investing Activities: Capital expenditures to maintain real estate facilities (117,175) (121,791) Capital expenditures for property enhancements (34,336) (17,514) Capital expenditures for energy efficiencies (Solar, heat pumps, LED lighting) (47,382) (49,986) Development and expansion of real estate facilities (189,992) (237,998) Net proceeds from net investment hedge settlements 6,881 — Cash disbursed for acquisitions, net of cash acquired (1,862,709) (814,555) Investments in unconsolidated real estate entities (20,000) — Return of capital from unconsolidated real estate entities 1,845 — Issuance of notes receivable (292,316) (82,839) Proceeds from disposition of real estate investments 27,674 3,903 Net cash flows used in investing activities (2,527,510) (1,320,780) Financing Activities: Repayments of notes payable (683,895) (400,099) Issuance of term loan 500,000 — Issuance of commercial paper 200,000 — Issuance of OP Options 30,000 — Financing fees paid (4,000) — Issuance of notes payable, net of issuance costs 1,658,770 866,532 Issuance of common shares in connection with share-based compensation 24,433 9,477 Taxes paid upon net share settlement of restricted share units (2,902) (3,473) Acquisition of noncontrolling interests (7,482) (9,061) Contributions by noncontrolling interests 3,396 3,725 Distributions paid to preferred shareholders, common shareholders, restricted share unitholders and unvested LTIP unitholders (1,186,292) (1,727,546) Distributions paid to noncontrolling interests (34,325) (22,593) Net cash flows from (used in) financing activities 497,703 (1,283,038) Net increase (decrease) in cash and equivalents, including restricted cash $242,284 $ (150,956)
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Certain prior period amounts have been reclassified to conform to the current period presentation. Specifically, (i) real estate held for sale is now presented separately in the Consolidated Balance Sheets, (ii) transaction and integration expense is now presented separately in the Consolidated Statements of Income, and (iii) capital expenditures are now presented by major type within investing activities in the Consolidated Statements of Cash Flows. These reclassifications had no effect on previously reported total assets, total liabilities, total equity, total expenses, net income, or net cash provided by (used in) operating, investing, or financing activities.
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On July 22, 2026, the Company closed its acquisition of National Storage Affiliates Trust (“NSA”), a Maryland real estate investment trust that had been listed on the New York Stock Exchange. The purpose of the acquisition was to expand our portfolio, drive operating efficiencies and improve the customer experience. Total consideration for the transaction is summarized in the table below (dollar amounts in thousands).
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Consideration Transferred Fair Value of Consideration Transferred 11,217,966 PSA Common Shares $ 3,488,787 4,125,017 PSA OP Common Units 1,218,466 PSA Series T Preferred Shares 216,272 PSA Series U Preferred Shares 153,606 PSA OP Series T-1 Preferred Units 14,924 Cash 1,350,794 Total Consideration $ 6,442,849
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The fair value of the Company’s common shares was determined using the Company's share price on the date of the transaction. The fair value of the PSA OP common units (“OP Units”) was determined using the Company's share price on the date of the transaction and further adjusted for a discount for lack of marketability, given certain illiquid features of the OP Units as compared to our common shares.
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The acquired portfolio of NSA properties includes 1,057 properties across 37 U.S. states and Puerto Rico, including both wholly owned and indirectly owned through joint venture partnerships. In connection with the acquisition, Public Storage and certain investors of NSA formed a joint venture, PS-NSA JV, LLC (the “PS-NSA JV”), consisting of 313 formerly wholly-owned NSA properties. Public Storage owns 20 % of the newly formed PS-NSA JV and manages the portfolio earning customary property management, asset management and tenant reinsurance income. The NSA acquisition has been accounted for as a business combination using the acquisition method of accounting, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair value. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):
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ASSETS Cash and equivalents $115,040 Real estate facilities Land 846,524 Buildings 4,237,164 Total land and buildings 5,083,688 Investments in unconsolidated real estate entities 529,890 Goodwill 451,497 Tenant intangibles 408,331 Real property held for sale 149,816 Non-real estate intangible assets 235,400 Other assets 86,611 Total assets 7,060,273 LIABILITIES Notes payable 166,842 Accrued and other liabilities 203,246 Total liabilities assumed 370,088 Noncontrolling interests 247,336 Net assets acquired, at fair value 6,442,849 Total purchase price 6,442,849
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Non-Real Estate Intangible Assets primarily consists of management and reinsurance contracts with useful lives from 2 to 8 years.
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Under the acquisition method of accounting, assets acquired, liabilities assumed, and any associated noncontrolling interests are recorded at fair value, with any excess consideration accounted for as goodwill. Critical estimates in determining the fair value of real estate, investments in unconsolidated real estate entities and intangible assets included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that management believes to be reasonable; however, actual results may differ materially from these estimates. The assessment of fair value is preliminary and is based on information that was available to management at the time the consolidated financial statements were prepared. Those estimates and assumptions are subject to change as management obtains additional information related to those estimates during the applicable measurement period. The most significant open items necessary to complete the assessment of fair value are related to real property held for sale and property tax liabilities.
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A preliminary estimate of approximately $ 451.5 million has been allocated to goodwill. The recognized goodwill is attributable to expected synergies and benefits arising from the acquisition, including revenue enhancements and corporate overhead cost savings. None of the goodwill recognized is deductible for tax purposes.
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Operations related to the transaction are included in our results of operations from the date of acquisition. We recognized $ 86.0 million of total revenue from such operations during the nine months ended September 30, 2026.
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The following unaudited pro forma information presents a summary of our combined results of operations for the nine months ended September 30, 2026 and 2025, respectively, as if the acquisition of NSA, which includes the formation of the PS-NSA JV, had occurred on January 1, 2025 (in thousands). The pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.
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On September 1, 2026, the Company closed its acquisition of PS Canada for $ 934 million, consisting of 2,762,108 OP Units, with a fair value of $ 795 million, and $ 139 million in cash. The fair value of the OP Units was determined using the Company's share price on the date of the transaction and further adjusted for a discount for lack of marketability, given certain illiquid features of the OP Units as compared to our common shares. The transaction also includes additional earn-out consideration of 768,000 OP Units, which may be issued contingent on the achievement of certain net operating income targets from 2027 to 2031. The earn-out consideration will be recognized if and when the contingency is resolved and becomes payable. The acquired PS Canada portfolio includes 68 properties and approximately 5.3 million rentable square feet across major Canadian metropolitan markets. The purpose of the acquisition was to expand our presence to international markets, drive operating efficiencies and improve the customer experience.
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The transaction was accounted for as an asset acquisition. The total purchase price was allocated to the individual assets acquired and liabilities assumed based on their relative fair values. The total purchase price, including direct transaction costs of $11 million, was allocated as follows (in thousands):
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Cash and equivalents $12,169 Real estate facilities: Land 404,838 Buildings 812,518 Construction in process 8,217 Tenant intangibles 115,210 Other assets 9,663 Notes payable (184,297) Deferred tax liability (235,007) Accrued and other liabilities (8,884) Total purchase price, including direct transaction costs $934,427
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Transaction costs represent costs incurred to complete acquisitions, including due diligence costs, fees for legal, valuation and other advisory services, and other acquisition-related costs directly related to the transaction. Transaction costs related to asset acquisitions are capitalized as a component of the purchase price. Transaction costs related to business combinations are expensed as incurred.
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Integration costs represent costs incurred to combine the acquired operations with our existing business, including systems and data conversion, employee severance and retention, and professional fees for integration-related consulting. Integration costs are expensed as incurred.
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During the nine months ended September 30, 2026, we incurred $ 130.3 million of transaction and integration costs in connection with the acquisitions of NSA and PS Canada. This amount consisted of $ 87.8 million of transaction costs related to the NSA acquisition that were expensed, $ 31.5 million of integration costs that were expensed, and $ 11.0 million of transaction costs related to the PS Canada acquisition that were capitalized as part of the purchase price.
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As of September 30, 2026, we held 28 properties collectively valued at $152.3 million that are or will be marketed for sale. These assets are recorded in real property held for sale on the Consolidated Balance Sheet. We generally reclassify assets to held for sale when the disposition has been approved, there are no known contingencies relating to the sale and the consummation of the disposition is considered probable within one year. Upon classifying a real estate investment as held for sale, we will no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets.
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The following is a summary of our investments in unconsolidated real estate entities for the periods indicated below (amounts in thousands):
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(a) The total carrying amount of the investments was greater than the underlying equity in net assets (i.e., basis difference) by $ 151.5 million as of September 30, 2026.
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(b) Represents our interests in four joint ventures acquired in connection with our acquisition of NSA.
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During the nine months ended September 30, 2026, goodwill increased $ 451.5 million, in connection with the acquisition of NSA (Note 3). Our goodwill is primarily associated with the Self-Storage Operations reportable segment.
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As of September 30, 2026 and December 31, 2025, none of the notes receivable were in past-due or nonaccrual status and the allowance for expected credit losses was not material.
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debt and will be fully and unconditionally guaranteed by Public Storage. At September 30, 2026, there was $200 million of commercial paper notes outstanding.
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In connection with the PS Canada acquisition (see Note 3), on September 1, 2026, PSOC entered into two cross-currency swaps with an aggregate notional amount of $ 900.0 million, which are designated as a hedge of our net investment in PS Canada. The first is a fixed-for-fixed cross-currency swap with a notional amount of $ 400.0 million, maturing February 1, 2032. Under this swap, we receive fixed U.S. dollar interest at 0.854 % and pay fixed CAD interest at 0 %, semiannually, and it effectively converts our 4.700 % senior notes due February 1, 2032 into CAD-denominated debt. The second is a floating-for-floating cross-currency swap with a notional amount of $ 500.0 million, maturing June 25, 2031. Under this swap, we receive one-month Term SOFR plus 0.70 % and pay one-month Term CORRA plus 0.78 %, monthly, and it effectively converts the Term Loan into CAD-denominated floating-rate debt. Neither swap involved an initial exchange of notional amounts. At maturity, we will pay the CAD notional amounts and receive the U.S. dollar notional amounts. We assess hedge effectiveness using the spot method. Amounts excluded from the assessment of effectiveness are recognized in interest expense as the periodic swap interest accrues. For the three and nine months ended September 30, 2026, we recognized a reduction of interest expense of $ 0.8 million and a gain of $ 10.6 million in other comprehensive income (loss) related to these swaps. At September 30, 2026, the swaps were in asset position of $ 10.6 million, recorded in Other Assets.
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We estimate the fair values of our interest rate swaps and cross-currency swaps using discounted cash flow models based on observable market inputs, including SOFR and CORRA forward curves and
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foreign currency exchange rates, adjusted for counterparty and our own nonperformance risk. These measurements are categorized as Level 2 in the fair value hierarchy.
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On September 1, 2026, we designated $ 370 million of our Euro Notes due January 20, 2034 as a hedge of our net investment in Shurgard. Remeasurement gains and losses on the designated Euro Notes are recorded in accumulated other comprehensive income (loss), where they offset translation adjustments on the hedged investment. These amounts will remain in accumulated other comprehensive income (loss) until the investment is sold or substantially liquidated. During the third quarter of 2026, a $ 0.2 million remeasurement gain on the designated Euro Notes was recognized in other comprehensive income as part of this hedging relationship.
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During the nine months ended September 30, 2026, we acquired the noncontrolling equity interest held by a third party for a total purchase price of $ 7.5 million in cash. The acquisition resulted in the Company owning a 100 % controlling interest in the subsidiary. The difference of $ 7.5 million between the purchase price and the acquired noncontrolling interest was recorded as a reduction to Paid-in Capital on the Consolidated Balance Sheets.
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Upon completion of the NSA acquisition (see Note 3), the Company became the primary beneficiary of, and therefore consolidated, 21 partnerships that are considered VIEs, which owned 34 self storage properties. We manage the properties and have the power to direct the activities that most significantly impact the economic performance of the entities leading us to conclude that we are the primary beneficiary. The net book value of the real estate owned by these VIEs was $ 533.2 million as of September 30, 2026. Certain partnerships have issued fixed rate mortgages, with a principal balance of $ 172.9 million as of September 30, 2026. The creditors of the consolidated VIEs do not have recourse to the Company's general credit.
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Additionally, in connection with the acquisition of NSA, we issued PSA OP Series T-1 preferred units. The Series T-1 preferred units rank senior to OP Units and LTIP units with respect to distributions and liquidation. The Series T-1 preferred units have a stated value of $25.00 per unit and receive distributions at an annual rate of 6.000%. These distributions are cumulative. The Series T-1 preferred units are redeemable at the option of the holder after the first anniversary of the date of issuance. Redemption obligations may be satisfied at the Company's option in cash in an amount equal to the market value of an equivalent number of the Company's 6.000% Series T preferred shares or the issuance of 6.000% Series T preferred shares on a one-for-one basis, subject to adjustments. Generally, the Series T-1 preferred units become redeemable by the Company beginning ten years after the initial issuance of each Series T-1 preferred unit at a stated value of $25.00 per unit, plus accrued but unpaid distributions.
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At September 30, 2026 At December 31, 2025 Series Earliest Redemption Date Dividend Rate Shares Outstanding Carrying Shares Outstanding Carrying
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On August 4, 2026, our Board declared dividends and distributions of $ 3.00 per common share to common shareholders, restricted share unitholders, deferred share unitholders, and vested and unvested LTIP unitholders, totaling approximately $ 561.0 million. The payments for the common share dividend and other distributions related to equity awards were made on October 6, 2026.
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On August 4, 2026, our Board declared dividends and distributions with respect to our various series of preferred shares, totaling approximately $ 54.4 million. The dividend payments were made on September 30, 2026.
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On September 1, 2026, we acquired PS Canada, whose portfolio includes 68 self-storage properties with approximately 5.3 million rentable square feet across major Canadian metropolitan markets (see Note 3). Tamara Hughes Gustavson, a member of our Board of Trustees, held less than a 0.1 % equity interest in PS Canada and was one of its managers. Ms. Gustavson's adult children held the remaining equity interest. Before the acquisition, we reinsured risks relating to the loss of goods stored by customers at PS Canada's facilities. We received reinsurance premiums of approximately $ 0.4 million and $ 0.6 million for the three months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026 and 2025, we received approximately $ 1.4 million and $ 1.6 million, respectively.
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During the nine months ended September 30, 2026, the Company received $ 9.4 million of property management and asset management fees for supervisory and administrative property management services, centralized call center services, and technology platform and revenue management services provided to the properties in the joint ventures (see Note 5).
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During the nine months ended September 30, 2026, the Company received a portion of all proceeds from tenant reinsurance and recognized $ 4.7 million of tenant reinsurance revenue from the joint ventures.
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As a REIT, we generally are not subject to U.S. federal income tax on taxable income distributed to shareholders. We have elected taxable REIT subsidiary (“TRS”) status for certain consolidated subsidiaries, which may perform additional services for tenants and generally may engage in any real estate or non-real estate related business. Our TRSs are subject to U.S. federal corporate income tax and may be subject to state and local income taxes. We are also subject to Canadian and U.K. income taxes on our investments in those jurisdictions.
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Income tax expense (benefit) was $( 15.0 ) million and $( 10.8 ) million for the three and nine months ended September 30, 2026, respectively, and $ 2.8 million and $ 7.5 million for the same periods in 2025. The 2026 amounts primarily reflect a $ 16.7 million deferred tax benefit from the partial release of a valuation allowance, partially offset by state, foreign and TRS income taxes. The 2025 amounts consisted primarily of state taxes.
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In connection with the NSA and PS Canada Acquisitions, we recognized deferred tax liabilities of $ 262.1 million during the quarter, primarily related to buildings, intangible assets and land. As a result of the deferred tax liabilities recorded in the NSA acquisition, we released $ 16.7 million of the valuation allowance on Public Storage TRS deferred tax assets, which consist primarily of federal solar tax credits that begin to expire in 2041.
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Real estate acquisition and development expense (4,291) (2,837) (11,906) (12,798)
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On July 22, 2026, we closed the acquisition of National Storage Affiliates Trust (“NSA”). On September 1, 2026, we completed the acquisition of PS Canada. See Note 3 to our September 30, 2026 consolidated financial statements “Acquisitions”, for more details.
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Repairs and maintenance expense increased 17.4% and 4.2% for the three and nine months ended September 30, 2026 as compared to the same periods in 2025. Repairs and maintenance expense levels are dependent upon many factors such as (i) damage and equipment malfunctions, (ii) short-term local supply and demand factors for material and labor, and (iii) weather conditions, which can impact costs such as snow removal, roof repairs, and HVAC maintenance and repairs.
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Transaction and Integration Costs: During the nine months ended September 30, 2026, we incurred transaction and integration costs related to the acquisitions of NSA and PS Canada, of which $119.3 million was recognized as an expense in the Consolidated Statements of Income.
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Gain on Sale of Real Estate: During the nine months ended September 30, 2026, we recorded $27.4 million in gains, primarily in connection with the disposition of a real estate facility pursuant to eminent domain proceedings.
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Share sales and buybacks
During the three months ended September 30, 2026, Public Storage OP, L.P. issued 4,125,017 and 2,762,108 OP Units in Public Storage OP, L.P in connection with the Company’s acquisitions of NSA and PS Canada, respectively. During the three months ended September 30, 2026, Public Storage OP, L.P. issued 660,371 Series T-1 preferred units to former holders of NSA OP, L.P.’s Series A-1 preferred units. The common and preferred units were issued in reliance upon the exemption from registration provided by Section 4(a)(2).
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 26, 2026 against Item 1A of the 10-K filed Feb 12, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Work on PSA in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
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