v3.26.3
Acquisitions
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
National Storage Affiliates Trust
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).
Consideration TransferredFair 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 Shares216,272 
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 
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.
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):
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 intangibles408,331 
Real property held for sale
149,816 
Non-real estate intangible assets235,400 
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 
Non-Real Estate Intangible Assets primarily consists of management and reinsurance contracts with useful lives from 2 to 8 years.
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.
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.
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.
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.
Nine Months Ended September 30,
20262025
Total Revenues
$4,198,056 $4,006,768 
Net Income
1,195,457 902,381 
PS Canada
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.
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):
Cash and equivalents
$12,169 
Real estate facilities:
Land
404,838 
Buildings
812,518 
Construction in process8,217 
Tenant intangibles115,210 
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 
Transaction and Integration Costs
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.
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.
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.