National Storage Affiliates Trust Completes Merger with Public Storage

What Happened

• National Storage Affiliates Trust (NSA) filed an 8‑K (July 22, 2026) reporting the consummation of the previously announced mergers with Public Storage and related transactions. At the Company Merger effective time, NSA common and preferred shares and partnership units were converted into Public Storage securities (and cash in lieu of fractional shares) per the Merger Agreement. Several NSA credit facilities were repaid in full and terminated in connection with the closing. Certain omitted schedules/exhibits to the Merger Agreement may be furnished to the SEC on request (with confidential treatment available).

Key Details

• Exchange ratio for NSA common shares: 0.1400 Public Storage common share per NSA common share.
• Consideration issued on closing (approximate): 11,200,000 Public Storage common shares; 9,569,557 Public Storage Series T preferred shares; 5,668,128 Public Storage Series U preferred shares.
• Dropdown joint venture (Dropdown JV) formed holding 313 real estate assets contributed by NSA OP valued at ~ $3.2 billion; Dropdown JV incurred ~ $2.2 billion of debt (≈ $2.0B secured mortgage financing + ≈ $237M mezzanine financing).
• 19,193,490 NSA OP Units were redeemed in the Special Redemption and converted into interests in an Aggregator that holds an 80% interest in the Dropdown JV; Public Storage subsidiary holds the remaining 20%.
• NSA repaid and terminated multiple credit agreements (KeyBank facility dated Jan 3, 2023; Capital One facility dated June 24, 2022; BMO facility dated April 24, 2019; Huntington facility dated Dec 21, 2018) and did not incur material early termination penalties.
• Outstanding unvested equity awards and OP LTIP units largely vested immediately prior to the mergers, with holders receiving the same merger consideration and certain cash distributions paid promptly.

Why It Matters

• Control and ownership change: NSA shareholders and unit‑holders no longer hold NSA equity rights — they now hold Public Storage common or preferred shares (or Aggregator/Dropdown JV interests for certain OP unit holders). This is a fundamental change in the issuer and the securities investors hold.
• Financial and leverage effects: NSA repaid major credit facilities and shifted a portfolio of 313 assets into a Dropdown JV with new secured and mezzanine financing — important for assessing where asset-level debt now resides and how the merged entity’s capital structure changed.
• Equity and compensation impact: vested awards and conversions mean former NSA equity holders and recipients of LTIP awards received cash and/or Public Storage securities at closing; investors should review how those share issuances and conversions affect Public Storage’s outstanding equity and ownership distribution.
• Document access: the full Merger Agreement and certain schedules/exhibits were filed previously or omitted per instruction; NSA/Parent may furnish omitted schedules to the SEC on request (confidential treatment possible), so investors can request more detail if needed.