Share-Based Compensation

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

12. Share-Based Compensation

We recorded share-based compensation expense associated with our equity awards in the various expense categories in the Consolidated Statements of Income as set forth in the following table.

In addition, $0.5 million and $1.1 million share-based compensation cost was capitalized as real estate facilities for the three and six months ended June 30, 2025, respectively, as compared to $1.2 million and $1.8 million for the same periods of 2024, respectively.


	Three Months Ended June 30,				Six Months Ended June 30,

	2025		2024		2025		2024

	(Amounts in thousands)

Self-storage cost of operations	$	2,965	$	3,065	$	6,096	$	6,310
Ancillary cost of operations	338		250		673		626
Real estate acquisition and development expense	259		740		1,113		1,428
General and administrative	7,059		6,772		13,022		12,810
Total	$	10,621	$	10,827	$	20,904	$	21,174

As of June 30, 2025, there was $75.5 million of total unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted-average period of three years.

Restricted Share Units and LTIP Units

We have service-based and performance-based RSUs and LTIP units outstanding, which generally vest over 5 to 8 years from the grant date. Performance-based RSUs and LTIP units outstanding vest upon meeting certain performance conditions or market conditions. Upon vesting, the grantee of RSUs receives new common shares equal to the number of vested RSUs, less common shares withheld to satisfy the grantee’s statutory tax liabilities arising from the vesting. Vested LTIP units represent noncontrolling interests of PSA OP and may be converted, subject to the satisfaction of all applicable vesting conditions, on a one-for-one basis into common units of PSA OP, which are exchangeable by the holders for cash, or at the Company’s election, on a one-for-one basis into common shares of the Company. Holders of RSUs and LTIP units are entitled to receive per-unit cash distributions equal to the per-share dividends received by our common shareholders, except that holders of performance-based awards are not entitled to receive the full distributions until expiration of the applicable performance period, at which time holders of any earned performance-based awards are entitled to receive a catch-up distribution for the periods prior to such time.

Below is a summary of award activity issued in the form of RSUs and LTIP units for the six months ended June 30, 2025.


	Service-Based	Performance-Based (a)		Total









Unvested awards outstanding January 1, 2025	257,874		128,057		385,931
Granted (b)	1,822		36,802		38,624
Vested (c)	(35,996)		(26,394)		(62,390)
Forfeited	(11,986)		—		(11,986)
Unvested awards outstanding June 30, 2025	211,714		138,465		350,179

(a)Number of performance-based awards are presented based on the target performance pursuant to the terms of each applicable award when granted and adjusted to the actual number of awards earned based on the actual performance.

(b)During the six months ended June 30, 2025, 36,802 performance-based LTIP unit awards (at target) were granted to certain executive officers. The vesting of performance-based LTIP unit awards is dependent upon meeting certain market conditions over a three-year period from March 5, 2025 through March 4, 2028, with continued service-based vesting through the first quarter of 2030. These LTIP unit awards require relative achievement of the Company’s total shareholder return as compared to the weighted average total shareholder return of specified peer groups and can result in grantees earning from zero to a maximum of 73,604 LTIP units.

For the three and six months ended June 30, 2025, we incurred share-based compensation cost for RSUs and LTIP units of $7.5 million and $15.7 million, respectively, as compared to $8.1 million and $16.0 million for the same periods in 2024.

Stock Options and AO LTIP Units

We have service-based and performance-based stock options and AO LTIP units outstanding. Performance-based stock options and AO LTIP units vest upon meeting certain performance conditions or market conditions. Stock options and AO LTIP units generally vest over 1 to 5 years, expire 10 years after the grant date, and have an exercise or conversion price equal to the closing trading price of our common shares on the grant date. Common shares of the Company are issued for options exercised and vested LTIP units are issued for AO LTIP units converted. Employees cannot require the Company to settle their awards in cash.

Below is a summary of award activity issued in the form of stock options and AO LTIP units for the six months ended June 30, 2025.


	Service-Based	Performance-Based (a)		Total









Awards outstanding January 1, 2025	1,347,866		1,202,599		2,550,465
Granted (b)	96,994		61,388		158,382
Exercised or converted (c)	(223,705)		(26,874)		(250,579)
Cancelled	(6,884)		—		(6,884)
Awards outstanding June 30, 2025	1,214,271		1,237,113		2,451,384
Awards exercisable or convertible at June 30, 2025	1,039,378		881,215		1,920,593

(b)During the six months ended June 30, 2025, 93,817 of service-based AO LTIP units, 61,388 of performance-based AO LTIP units (at target), and 3,177 service-based options were granted to certain executive officers and trustees. The vesting of the performance-based AO LTIP units is dependent upon meeting certain market conditions over a three-year period from March 5, 2025 through March 4, 2028, with continued service-based vesting through the first quarter of 2030. These performance-based AO LTIP units require relative achievement of the Company’s total shareholder return as compared to the weighted average total shareholder return of specified peer groups and can result in grantees earning from zero to a maximum of 122,776 AO LTIP units.

(c)33,703 common shares were issued upon the exercise of stock options. 66,936 vested LTIP units were issued upon conversion of 216,876 AO LTIP units in the six months ended June 30, 2025.

For the three and six months ended June 30, 2025, we incurred share-based compensation cost for stock options and AO LTIP units of $3.4 million and $5.8 million, respectively, as compared to $3.7 million and $6.6 million for the same periods in 2024.

Trustee Deferral Program

Non-management trustees may elect to receive all or a portion of their cash retainers in cash, unrestricted common shares, fully-vested LTIP units, or deferred share units (“DSUs”) to be settled at a specified future date. Unrestricted common shares and/or LTIP units and DSUs will be granted to the non-management trustee on the last day of each calendar quarter based on the cash retainer earned for that quarter and converted into a number of shares or units based on the applicable closing price of our common shares on such date. During the six months ended June 30, 2025, we granted 914 fully vested LTIP units, 379 DSUs, and 224 unrestricted common shares. During the six months ended 2025, 602 previously granted DSUs were settled in common shares. A total of 11,263 DSUs were outstanding at June 30, 2025 (11,486 at December 31, 2024).