Public Storage Completes Acquisition of National Storage Affiliates Trust in $4.7 Billion Transaction

Transaction Structure and Closing Mechanics

The acquisition of National Storage Affiliates Trust by Public Storage closed on July 22, 2026, following execution of the Merger Agreement dated March 16, 2026. The transaction involved a series of integrated steps coordinated across multiple legal entities. NSA OP, LP consummated a Dropdown JV Contribution, followed by NSA's merger with Pelican Merger Sub I, LLC, a wholly owned Public Storage subsidiary. The filing states that following these initial steps, a Dropdown JV Financing was consummated as contemplated in the transaction documents.

After the company merger became effective, a Special Redemption of Class A OP Units of NSA OP was executed immediately prior to the Partnership Merger. This was followed by Pelican Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Public Storage OP, L.P., merging with NSA OP, with NSA OP continuing as the surviving limited partnership. The disclosure indicates that Merger Sub I continued as the surviving company in the Company Merger while NSA OP survived the Partnership Merger, integrating both the corporate and partnership-level structures into the Public Storage organizational framework.

Exchange Ratios for Common and Preferred Shareholders

National Storage Affiliates Trust common shareholders received 0.1400 newly issued Public Storage common shares of beneficial interest for each NSA common share held at the effective time of the company merger. The filing confirms that common shareholders also received cash in lieu of fractional shares as part of the conversion consideration. This exchange ratio represented the primary consideration for common equity holders in the transaction structure.

Holders of NSA Series A Cumulative Redeemable Preferred Shares received one newly issued Public Storage 6.000% Cumulative Preferred Share, Series T, for each NSA Series A Preferred Share held. Similarly, NSA Series B Cumulative Redeemable Preferred Share holders received one newly issued Public Storage 6.000% Cumulative Preferred Share, Series U, for each NSA Series B Preferred Share held. The disclosure states that the newly issued Public Storage preferred shares carried rights, preferences, privileges and voting powers that are materially unchanged from those of the NSA preferred shares they replaced, preserving the economic substance of preferred shareholders' positions within the combined entity.

Operating Unit Conversions and Partnership Structure

NSA OP Units held by unitholders, subject to the Special Redemption process, were automatically converted into a number of newly issued common units in Public Storage OP, L.P. equal to the Exchange Ratio of 0.1400. This conversion maintained the proportional ownership interests of unitholders relative to their NSA OP holdings, translated into the PSA OP partnership vehicle. The filing indicates that this conversion occurred at the effective time of the Partnership Merger, aligning the timing of equity conversions across the corporate and partnership structures.

Each NSA OP Preferred Unit issued and outstanding immediately prior to the Partnership Merger Effective Time was converted into the right to receive one unit of a corresponding class or series of newly issued preferred units of Public Storage OP. According to the disclosure, these newly issued preferred units carried rights, preferences, privileges and voting powers that are materially unchanged from those of the original NSA OP Preferred Units. This structured approach ensured that preferred unitholders' economic interests remained consistent through the integration into the Public Storage partnership structure.

Repayment and Termination of NSA Debt Facilities

In connection with the merger closing, National Storage Affiliates Trust caused the repayment in full of all outstanding indebtedness, liabilities, and obligations under a Third Amended and Restated Credit Agreement dated January 3, 2023, with KeyBank National Association as administrative agent. The filing states that NSA terminated this facility, except for contingent obligations and provisions expressly surviving termination, and did not incur material early termination penalties. This credit facility had been amended from time to time prior to its termination.

NSA also repaid in full and terminated a Credit Agreement dated June 24, 2022, with Capital One, National Association as administrative agent. This agreement involved a syndicated group of lenders and was amended multiple times before termination. Additionally, a Credit Agreement dated April 24, 2019, with BMO Bank N.A. as administrative agent was repaid and terminated without material early termination penalties, as was a Credit Agreement dated December 21, 2018, with The Huntington National Bank as administrative agent. The disclosure confirms that NSA did not incur material early termination penalties across any of the four terminated credit facilities, indicating a clean exit from all pre-closing financing arrangements.

Subsidiary Guarantor Structure Under NSA Facilities

All four credit agreements that were repaid and terminated included certain NSA subsidiaries acting as subsidiary guarantors. The Third Amended and Restated Credit Agreement involved NSA OP as the borrower with NSA and certain subsidiaries providing guarantees. The Capital One Credit Agreement similarly had NSA OP as borrower with NSA and subsidiaries as guarantors. The BMO facility and Huntington facility followed the same structural pattern, with NSA OP as the primary borrower and NSA and affiliated subsidiaries providing credit support.

By repaying all facilities in full at the closing, National Storage Affiliates Trust effectively discharged all guarantor obligations and released the subsidiary guarantor network from their contingent liabilities. The filing notes that each terminated agreement preserved contingent obligations and surviving provisions, which would continue to govern matters such as indemnification, representations and warranties survival periods, and other post-closing items not fully discharged by repayment.

Integration into Public Storage Operating Platform

The combination of National Storage Affiliates Trust with Public Storage created an integrated self-storage real estate investment trust platform serving multiple customer segments. By converting NSA common and preferred shares into Public Storage securities at defined exchange ratios, the transaction aligned all equity holders with the combined entity's performance. The filing indicates that this integration occurred through a carefully sequenced merger process involving both corporate and operating partnership entities to maintain organizational continuity and comply with REIT structure requirements.

The preservation of preferred share economic terms through one-for-one exchanges of NSA Series A and Series B Preferred Shares into Public Storage Series T and Series U Preferred Shares, respectively, provided continuity for holders of senior securities. This approach allowed preferred shareholders to maintain their priority position, dividend rates, and redemption features within the Public Storage structure. The transaction's completion on July 22, 2026, marked the effective date when all conversions and structural changes became operative under the terms of the Merger Agreement.

Merger Agreement Terms and Execution Timeline

The Merger Agreement governing the transaction was dated March 16, 2026, establishing the framework for all integration activities and closing mechanics. The agreement was executed among NSA, NSA OP, LP, Public Storage, Public Storage OP, L.P., Pelican Merger Sub I, LLC, and Pelican Merger Sub II, LLC. The filing confirms that all capitalized terms referenced in the current report carried the meanings ascribed to them in the Merger Agreement itself, creating a comprehensive contractual foundation for the transaction's execution.

From execution on March 16, 2026, to closing on July 22, 2026, the parties completed pre-closing activities including regulatory approvals, shareholder consents, and operational planning necessary to integrate the two platforms. The closing date represented the point at which all conditions precedent to the Merger Agreement had been satisfied or waived, permitting the execution of the Dropdown JV Contribution, the Company Merger, the Dropdown JV Financing, the Special Redemption, and the Partnership Merger on a single coordinated date.

Contingent Obligations and Post-Closing Matters

Although NSA repaid and terminated all four credit facilities, the filing emphasizes that contingent obligations and provisions expressly surviving termination would remain in effect under each credit agreement. These surviving provisions typically include representations and warranties, indemnification obligations, and other matters that customarily extend beyond the repayment and release of principal obligations. The absence of material early termination penalties suggests that NSA's prepayment of all borrowings was handled without triggering premium costs or yield maintenance fees typically associated with early retirement of debt.

The designation of surviving contingent obligations indicates that creditor banks retained certain post-closing remedies and claims for breaches of representations, warranties, or covenants committed during the original lending relationships. Standard market practice in acquisition financing transitions typically preserves such recourse mechanisms for lenders even after full repayment. The filing's reference to NSA not incurring material early termination penalties across all four facilities reinforces that the transaction was structured to avoid expensive defeasance or premium payment triggers that sometimes arise in refinancing transactions.

Regulatory Filings and Commission Compliance

National Storage Affiliates Trust, as a Maryland real estate investment trust, was subject to SEC registration and reporting requirements with Commission File Number 001-37351 and IRS Employer Identification Number 93-2834996. The company maintained its principal executive offices at 2811 Internet Boulevard, Frisco, Texas 75034. Public Storage, as the acquiring REIT, assumed regulatory obligations for the combined entity following the merger closing, with NSA securities ultimately becoming part of the Public Storage security structure.

The disclosure of this transaction in the form filed on July 22, 2026, satisfied NSA's obligation to report material corporate events to the SEC and investing public. The filing's detailed description of merger mechanics, exchange ratios, and debt repayment specifics provided transparent disclosure of the transaction's financial and operational consequences for shareholders and other stakeholders. Post-closing, Public Storage would assume all regulatory reporting and compliance responsibilities for the combined platform under applicable REIT and securities law requirements.