National Storage Affiliates Trust

03/17/2026 | Press release | Distributed by Public on 03/17/2026 07:15

Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement

On March 16, 2026, National Storage Affiliates Trust, a Maryland real estate investment trust (the "Company"), NSA OP, LP, a Delaware limited partnership (the "Partnership" and, together with the Company, the "Company Parties"), Public Storage, a Maryland real estate investment trust ("Parent"), Public Storage OP, L.P., a Delaware limited partnership ("Parent OP"), Pelican Merger Sub I, LLC, a Maryland limited liability company and a wholly owned subsidiary of Parent ("Merger Sub I"), and Pelican Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP ("Merger Sub II" and, together with Parent, Parent OP and Merger Sub I, the "Parent Parties"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.

Upon the terms and subject to the conditions of the Merger Agreement, (i) at the Company Merger Effective Time (as defined below), the Company will merge with and into Merger Sub I, with Merger Sub I being the surviving entity (the "Surviving Company" and, such merger, the "Company Merger"), (ii) following the consummation of the Company Merger and prior to the Partnership Merger Effective Time (as defined below), the Partnership will consummate the Dropdown JV Contribution pursuant to the Dropdown JV Contribution Agreement, (iii) following the consummation of the Dropdown JV Contribution, the Dropdown JV Financing will be consummated as contemplated therein, (iv) following the consummation of the transactions described in (ii) and (iii) above, any redemption of Class A OP Units of the Partnership (the "Partnership OP Units") pursuant to the Special Redemption will be consummated immediately prior to the Partnership Merger Effective Time and (v) Merger Sub II will merge with and into the Partnership, with the Partnership being the surviving limited partnership (the "Partnership Merger" and, together with the Company Merger, the "Mergers"). The board of trustees of the Company (the "Board"), for itself and in its capacity as the sole general partner of the Partnership, has (a) declared the Mergers advisable and in the best interests of the Company and its shareholders and the Partnership and its limited partners, as applicable, (b) approved the Merger Agreement, the Mergers and the other transactions contemplated thereby, (c) recommended that the Company's shareholders approve the Company Merger and the other transactions contemplated by the Merger Agreement at a special shareholders' meeting, and (d) recommended that the limited partners of the Partnership approve the Mergers and the other transactions contemplated by the Merger Agreement by written consent through a consent solicitation.

Merger Consideration

Company Common Shares

Pursuant to the terms and subject to the conditions in the Merger Agreement, at the effective time of the Company Merger (the "Company Merger Effective Time"), by virtue of the Company Merger, each Company common share of beneficial interest, par value $0.01 per share ("Company Common Share") issued and outstanding immediately prior to the Company Merger Effective Time will be cancelled and retired and will cease to exist, and will automatically be converted into the right to receive 0.1400 of a Parent common share of beneficial interest, par value $0.10 per share ("Parent Common Shares"), without interest, plus the right, if any, to receive cash in lieu of fractional Parent Common Shares into which such Company Common Shares would have been converted.

Company Preferred Shares

Pursuant to the terms and conditions of the Merger Agreement, effective as of immediately prior to the Company Merger Effective Time, each of the Company's 6.000% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share (the "Company Series A Preferred Shares"), and the Company's 6.000% Series B cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share (the "Company Series B Preferred Shares" and, together with the Company Series A Preferred Shares, the "Company Preferred Shares"), will automatically be converted into the right to receive one validly issued Parent preferred share of beneficial interest, par value $0.01 per share ("Parent Preferred Shares"), of the corresponding class or series having rights, preferences, privileges and voting powers that are materially unchanged from the rights, preferences, privileges and voting powers of the corresponding class or series of Company Preferred Shares, including with respect to dividend rights, liquidation preference, redemption rights, voting rights and ranking.

National Storage Affiliates Trust published this content on March 17, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 17, 2026 at 13:15 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]