Public Storage·4

Mar 17, 8:23 PM ET

Johnson Natalia 4

4 · Public Storage · Filed Mar 17, 2026

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Public Storage (PSA) Natalia Johnson (CD&TO) Receives Equity Award

What Happened
Natalia Johnson, CD&TO of Public Storage (PSA), was granted a total of 32,135 long‑term incentive units on March 15, 2026: 25,551 AO LTIP Units (performance‑based, substituted for prior options) and 6,584 LTIP/AO LTIP Units (performance‑based, substituted for prior RSUs). Both grants are recorded as derivative awards with an acquisition price of $0 (awards, not open‑market purchases). The Compensation and Human Capital Committee certified performance at 100% of target for the 2023–2026 performance period.

Key Details

  • Transaction date: 2026-03-15; Form 4 filed 2026-03-17 (timely filing).
  • Grants: 25,551 AO LTIP Units (performance award originally an option at $288.56 exercise price before substitution) and 6,584 performance-based LTIP/AO LTIP Units; both acquired at $0.
  • Vesting: For the 25,551 AO LTIP Units, three‑fifths vest on March 20, 2026, with the remainder vesting ratably over the next two years.
  • Post‑award holdings (per filing footnote): includes 13,811 vested LTIP Units and 9,398 LTIP Units subject to time‑based vesting (total 23,209 LTIP Units reported).
  • Conversion mechanics: AO LTIP Units → LTIP Units (at election) → OP Units (subject to tax allocation conditions) → exchangeable for Public Storage common shares or cash equivalent. Awards are intended to qualify as “profits interests” for U.S. tax purposes.
  • Nature of transaction: Compensation award (code A), not a market buy or sale.

Context
These are derivative, compensation‑style long‑term incentive awards tied to a three‑year (2023–2026) performance period and replacement of earlier equity awards. They do not represent an open‑market purchase or sale and so are routine compensation actions rather than explicit trading signals; conversion into Public Storage common shares (or cash) depends on vesting, conversion elections and tax allocation conditions.

Insider Transaction Report

Form 4
Period: 2026-03-15
Transactions
  • Award

    AO LTIP Units

    [F1][F2][F3]
    2026-03-15+25,55125,551 total
    Exercise: $288.56Exp: 2033-03-14Common Shares (25,551 underlying)
  • Award

    LTIP Units

    [F4][F5][F3][F6]
    2026-03-15+6,58423,209 total
    Common Shares (6,584 underlying)
Holdings
  • Common Shares

    8,110
Footnotes (6)
  • [F1]Reflects an award of membership interests in Public Storage OP, L.P. ("Public Storage OP") designated as AO LTIP Units ("AO LTIP Units") granted pursuant to the Public Storage 2021 Equity and Performance-Based Incentive Compensation Plan. AO LTIP Units, if and as they become vested, are convertible at the reporting person's election into vested LTIP Units ("LTIP Units") of Public Storage OP, which are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Common Units in Public Storage OP ("OP Units"). OP Units may be exchanged by the reporting person for Public Storage common shares or the equivalent cash value of common shares, as determined by Public Storage. AO LTIP Units and LTIP Units are intended to qualify as profits interests for US federal income tax purposes.
  • [F2]Reflects an award of performance-based AO LTIP Units (substituted on February 26, 2024 for an award of stock options originally granted March 15, 2023), subject to a three year (2023-2026) performance period. As originally granted, this award was for 25,551 options (at target) with an exercise price of $288.56 per share. On February 26, 2024, the option award was cancelled upon surrender to Public Storage and the reporting person received a replacement award of AO LTIP Units upon substantially identical terms. On March 15, 2026, following completion of the performance period, the Compensation and Human Capital Committee certified performance at 100% of target, as reflected here.
  • [F3]Three-fifths of this award will vest on March 20, 2026, with the remaining vesting ratably over the next two years.
  • [F4]Reflects an award of LTIP Units of Public Storage OP, which, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into OP Units. OP Units may be exchanged by the reporting person for Public Storage common shares or the equivalent cash value of common shares, as determined by Public Storage. LTIP Units are intended to qualify as profits interests for US federal income tax purposes.
  • [F5]Reflects an award of performance-based LTIP Units (substituted on February 26, 2024 for an award of restricted share units originally granted March 15, 2023), subject to a three year (2023-2026) performance period. On February 26, 2024, the restricted share unit award was cancelled upon surrender to Public Storage and the reporting person received a replacement award of LTIP Units upon substantially identical terms. On March 15, 2026, following completion of the performance period, the Compensation and Human Capital Committee certified performance at 100% of target, as reflected here.
  • [F6]Includes 13,811 vested LTIP Units and 9,398 LTIP Units subject to time-based vesting.
Signature
/s/ Nathaniel A. Vitan, Attorney-in-Fact|2026-03-17

Documents

1 file
  • 4
    wk-form4_1773793429.xmlPrimary

    FORM 4