Public Storage : Underwriting Agreement (Form 8-K)

Entry Into a Material Definitive Agreement

On June 7, 2021, the Company entered into an Underwriting Agreement (the 'Underwriting Agreement'), with BofA Securities, Inc., Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale of 21,000,000 of its depositary shares ('Depositary Shares') with each representing 1/1,000 of a 4.000% Cumulative Preferred Share of Beneficial Interest, Series P, of the Company (the 'Preferred Shares'). Pursuant to the Underwriting Agreement, the Company granted the underwriters a 30-dayoption to purchase up to 3,150,000 additional Depositary Shares to cover over-allotments. On June 9, 2021, the underwriters notified the Company that they were exercising the over-allotment option in full. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

The underwriters have performed investment banking and advisory services for the Company from time to time for which they have received customary fees and expenses. The underwriters may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business.

The lenders under the Company's existing revolving credit facility include, among other financial institutions from time to time as lenders party thereto, Bank of America, N.A., an affiliate of BofA Securities, Inc.; Morgan Stanley Bank, N.A., an affiliate of Morgan Stanley & Co. LLC; UBS AG, Stamford Branch, an affiliate of UBS Securities LLC; and Wells Fargo Bank, National Association, an affiliate of Wells Fargo Securities, LLC. Wells Fargo Bank, National Association is the administrative agent of the Company's existing revolving credit facility and the trustee under the indenture governing the Company's senior notes.

Material Modification to Rights of Security Holders

Upon issuance of the Preferred Shares referenced in Item 5.03 below, the ability of the Company to make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on, any other shares of beneficial interest of the Company ranking junior to or on a parity with the Preferred Shares, will be subject to certain restrictions in the event that the Company does not declare distributions on the Preferred Shares during any distribution period.

The terms of the Preferred Shares are set forth in the Articles Supplementary to the Company's Declaration of Trust, as amended, that are filed as Exhibit 3.1 hereto and incorporated herein by reference. The terms of the Depositary Shares are set forth in the Master Deposit Agreement entered into as of May 31, 2007 by the Company with Computershare Trust Company, N. A., as depositary, filed as Exhibit 10.1 to the Company's Current Report on Form 8-Kfiled June 6, 2007 and incorporated herein by reference.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) Under the Company's Declaration of Trust, as amended, the Board of Trustees is authorized without further shareholder action to provide for the issuance of up to 100,000,000 preferred shares of beneficial interest. On June 7, 2021, the Company filed with the Maryland State Department of Assessments and Taxation, Articles Supplementary designating 24,150 of the Company's preferred shares of beneficial interest as '4.000% Cumulative Preferred Shares, Series P.'

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
1.1		Underwriting Agreement relating to the Company's depositary shares each representing 1/1,000 of a 4.000% Cumulative Preferred Share of beneficial interest, Series P
3.1		Articles Supplementary for the Preferred Shares
4.1		Master Deposit Agreement between the Company and Computershare Trust Company, N.A., as depositary, dated as of May 31, 2007, filed as Exhibit 10.1 to the Company's Current Report on Form8-K filed June 6, 2007 and incorporated herein by reference
5.1		Opinion of Hogan Lovells US LLP as to the legality of the Preferred Shares and Depositary Shares
23.1		Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)