Togashi Brandon 4
4 · National Storage Affiliates Trust · Filed Jul 22, 2026
Research Summary
AI-generated summary of this filing
NSA CFO Brandon Togashi Converts LTIP Units, Surrenders Shares
What Happened
- Brandon Togashi, Chief Financial Officer of National Storage Affiliates Trust (NSA), reported merger-related conversions and issuer dispositions on July 22, 2026. The filing shows conversions of LTIP-derived securities into restricted common shares and subsequent dispositions (surrenders) to the issuer to satisfy tax and merger-related mechanics.
- Reported transactions (all 2026-07-22): conversions of 16,962 and 110,209 LTIP-derived units (the latter reported as a derivative conversion), and dispositions to the issuer of 17,212 and 227,132 shares (some dispositions are derivative-related). Prices and dollar values are listed as N/A in the filing.
Key Details
- Transaction date: July 22, 2026. Transaction codes reported: C = conversion of derivative security; D = disposition to the issuer.
- Reported share counts: conversions = 16,962 and 110,209; dispositions to issuer = 17,212 and 227,132. Total converted reported = 127,171; total surrendered/disposed reported = 244,344 (per the reported line items). No price or total dollar value was provided.
- Footnotes: conversions and dispositions arose under the Agreement and Plan of Merger (March 16, 2026). 2026 time‑based LTIP Units converted one-for-one into Restricted Shares (F1). Restricted Shares (and other converted units) were converted into the right to receive newly issued Public Storage common shares at an Exchange Ratio of 0.1400, with cash paid for fractional shares, and certain Restricted Shares were surrendered to satisfy federal/state tax withholding (F2, F5–F6, F8). Some 2026 performance-based LTIP Units were forfeited per the merger terms (F4).
- Ownership after transaction: not specified in the reported lines of this filing. The filing also notes holdings held in a trust for which Togashi has shared voting/investment power (F3).
- Timeliness: filing date and period of report are both July 22, 2026 — reported on the same day (no late-file indication).
Context
- These were non‑open‑market, merger-related corporate adjustments (conversions and surrenders), not discretionary buy/sell trades by the insider. Conversions reflect LTIP units vesting/being converted into restricted shares and then converted into Public Storage shares under the merger; some restricted shares were surrendered to cover statutory tax withholding.
- No cash values or per‑share prices are provided in the Form 4, so market impact or dollar amounts cannot be determined from this filing alone.
Insider Transaction Report
Form 4Exit
Togashi Brandon
Chief Financial Officer
Transactions
- Conversion
Common shares of beneficial interest, $0.01 par value
[F1][F2][F3]2026-07-22+16,962→ 17,212 total(indirect: See footnote) - Disposition to Issuer
Common shares of beneficial interest, $0.01 par value
[F1][F2][F3]2026-07-22−17,212→ 0 total(indirect: See footnote) - Conversion
LTIP Units
[F1][F4][F5][F6][F7][F3]2026-07-22−110,209→ 0 total(indirect: See footnote)→ Class A OP Units (110,209 underlying) - Disposition to Issuer
Class A OP Units
[F5][F6][F8][F7][F3]2026-07-22−227,132→ 0 total(indirect: See footnote)→ Common shares of beneficial interest, $0.01 par value (227,132 underlying)
Footnotes (8)
- [F1]In connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of March 16, 2026 (the "Merger Agreement"), between the Issuer, Public Storage and certain other parties, each outstanding time-based long term incentive plan unit ("LTIP Unit") of NSA OP, LP (the "Partnership") that was granted to the Reporting Person in 2026 (such LTIP Units, the "2026 time-based LTIP Units") was converted on a one-for-one basis into an equal number of restricted common shares of beneficial interest, $0.01 par value, of the Issuer ("Restricted Shares").
- [F2]Pursuant to the Merger Agreement, common shares of beneficial interest, $0.01 par value of the Issuer, inclusive of Restricted Shares, were converted into the right to receive 0.1400 (the "Exchange Ratio") newly issued common shares of beneficial interest, par value $0.10 per share, of Public Storage and cash in lieu of any fractional shares. Certain Restricted Shares were surrendered to satisfy statutory minimum federal and state tax obligations associated with the vesting.
- [F3]Held by BRANDON S TOGASHI & CHELSEA A HILSENDAGER CO TTEES THE TOGASHI REV LIV TR U/A/D 06/04/2021 for which the Reporting Person has or shares voting and/or investment power. This filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.
- [F4]Except as otherwise described above in Footnote 1 above with respect to the 2026 time-based LTIP Units, pursuant to the terms of the Merger Agreement, each outstanding and unvested LTIP Unit (other than performance-based LTIP Units granted in 2026) vested in full immediately prior to the effective time of the merger of a subsidiary of Public Storage into the Partnership (the "Partnership Merger"), with any applicable performance-based vesting conditions deemed achieved at target performance levels. Performance-based LTIP Units granted in 2026 and any performance-based LTIP Units that would only vest at maximum performance levels were deemed forfeited.
- [F5]At the effective time of the Partnership Merger, each vested LTIP Unit that was eligible for conversion was converted into one Class A unit of limited partnership interest in the Partnership ("Class A OP Unit") in accordance with the Merger Agreement.
- [F6]Pursuant to the Merger Agreement, each Class A OP Unit issued and outstanding immediately prior to the effective time of the Partnership Merger was (i) automatically converted into the right to receive a number of newly issued common units in Public Storage OP, L.P., equal to the Exchange Ratio or (ii), at the election of holders of Class A OP Units, redeemed in exchange for one newly issued unit in NSA OP JV, LLC which holds 80% of the equity of the joint venture with Public Storage that holds certain identified real estate assets contributed by the Partnership.
- [F7]N/A.
- [F8]Includes certain LTIP Units previously reported on a fully converted basis, as Class A OP Units, which were subsequently converted into Restricted Shares (as described in Footnote 1 above) or deemed forfeited (as described in Footnote 4 above).
Signature
/s/ Brandon Togashi, by Zoya F. Afridi, his Attorney-in-fact|2026-07-22