EXPLANATORY NOTE
This Post-Effective Amendment is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the Securities Act), and
constitutes Post-Effective Amendment No. 1 the below-listed registration statements on Form S-8 (each, a Registration Statement and, collectively, the Registration Statements):
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Registration Statement No.
333-203771, filed with the Securities and Exchange Commission (the Commission) on May 1, 2015 (registering 130,000 shares of
PSB-California (as defined below) common stock under the PS Business Parks, Inc. Retirement Plan for Non-Employee Directors);
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Registration Statement No.
333-184316, filed with the Commission on October 5, 2012 (registering 1,444,500 shares of PSB-California (as defined below) common stock under the PS
Business Parks, Inc. 2012 Equity and Performance-Based Incentive Compensation Plan);
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Registration Statement No.
333-129463, filed with the Commission on November 4, 2005 (registering 70,000 shares of PSB-California (as defined below) common stock under the PS
Business Parks, Inc. Retirement Plan for Non-Employee Directors); and
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Registration Statement
No. 333-104604, filed with the Commission on April 17, 2003 (registering 1,500,000 shares of PSB-California (as defined below) common stock under
the PS Business Parks, Inc. 2003 Stock Option and Incentive Plan).
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On May 19, 2021, pursuant to an Agreement and Plan of Merger,
dated as of May 17, 2021, PS Business Parks, Inc., a California corporation (PSB-California), merged with and into PS Business Parks Sub, Inc., a Maryland corporation and wholly owned
subsidiary of PSB-California (PSB-Maryland), with PSB-Maryland continuing as the surviving corporation (the
Reincorporation). Following the effectiveness of the Reincorporation, PSB-Maryland changed its name to PS Business Parks, Inc. The Reincorporation was approved by PSB-Californias common and preferred stockholders in connection with the 2021 Annual Meeting of Shareholders for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of
1934, as amended (the Exchange Act). PSB-California and PSB-Maryland, as issuer and successor issuer, pursuant to Rule
12g-3 of the Exchange Act, respectively, are collectively referred to herein as the Registrant.
Upon
the effectiveness of the Reincorporation, among other matters, (1) the internal affairs of the Registrant ceased to be governed by the California Corporations Code and became subject to the Maryland General Corporation Law (MGCL),
(2) each outstanding share of common stock, par value $0.01 per share, of PSB-California was converted into one share of common stock, par value $0.01 per share, of
PSB-Maryland, (3) each outstanding option, warrant, or right to purchase shares of common stock of PSB-California was converted into an option or right to acquire,
on the same terms, shares of common stock of PSB-Maryland, (4) each outstanding depositary share representing 1/1,000 of a share of cumulative preferred stock of
PSB-California was converted into one depositary share representing 1/1,000 of a cumulative preferred share of beneficial interest, on the same terms of such depositary shares respective series, of PSB-Maryland; and (5) the charter and the bylaws of PSB-Maryland that were in effect immediately prior to the Reincorporation were replaced by the charter and bylaws of PSB-Maryland approved in connection with the Reincorporation, forms of which were set forth as annexes to the definitive proxy statement for the 2021 Annual Meeting of Shareholders.
These Post-Effective Amendments pertain to the adoption by PSB-Maryland of the Registration Statements.
In accordance with Rule 414 of the Securities Act, this Post-Effective Amendment No. 1 is being filed solely to reflect the Reincorporation or as
necessary to keep the Registration Statements from being misleading in any material respect. In accordance with paragraph (d) of Rule 414 of the Securities Act, except as modified by this Post-Effective Amendment No. 1, PSB-Maryland, as successor issuer to PSB-California pursuant to Rule 12g-3 of the Exchange Act, hereby expressly adopts the
Registration Statements as its registration statements for all purposes of the Securities Act and the Exchange Act.