Filed by National Storage Affiliates Trust
Pursuant to Rule 425 of the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: National Storage Affiliates Trust
Commission File No.: 001-37351
The following was sent to analysts and National Storage Affiliates
Trust (“NSA”) investors by George Hoglund, Vice President, Investor Relations, on March 16, 2026, in connection
with Public Storage’s proposed acquisition of NSA.
Subject: NSA to be Acquired by Public Storage
Good morning,
I’m writing to share that we have entered into a definitive agreement
under which National Storage Affiliates Trust (NSA) will be acquired by Public Storage in an all-stock transaction valued at an enterprise
value of approximately $10.5 billion. The press release can be found here.
Following a thorough process and with the assistance of financial and
legal advisors, our Board of Trustees unanimously determined that this transaction maximizes value. We are excited to deliver a meaningful
premium and are pleased that shareholders and OP unitholders will have the opportunity to participate in the significant value creation
upside of this combination.
Additional financial highlights of the transaction include:
| ·
| NSA shareholders will receive 0.14 Public Storage shares for each NSA share
they own. |
| ·
| This represents a ~35% premium to NSA’s closing stock price on March 13,
2026. |
| ·
| The transaction is expected to be accretive to Public Storage’s FFO
per share within the first year of closing. |
| ·
| The combined company expects to generate ~$110 million to $130 million of
run-rate synergies within the next three to four years. |
| ·
| Following realization of cost synergies, the transaction is expected to be
leverage neutral. |
From a strategic perspective, bringing our complementary portfolios
together will result in a stronger operating platform with enhanced scale and greater reach across key markets, benefiting our customers
and other stakeholders.
In terms of next steps, the transaction is expected to close in the
third quarter of 2026, subject to the approval of NSA equity holders and satisfaction of other customary closing conditions.
We will be hosting a joint investor call today at 8:00 a.m. ET
to discuss the transaction. The webcast information will be available on the investor relations page of both of our websites.
If you would like to connect to discuss this news in more detail, please
let me know and we will schedule a time to speak later today or in the days ahead.
Thank you for your support.
Sincerely,
George Hoglund
Vice President, Investor Relations
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and in Section 21E
of the Securities Exchange Act of 1934, as amended, which are based on current expectations, estimates and projections about the industry
and markets in which National Storage Affiliates Trust (“NSA”) and Public Storage operate, as well as beliefs and assumptions
of NSA and Public Storage. Words such as “anticipate,” “become,” “believe,” “could,” “estimate,”
“expect,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,”
“possible,” “predict,” “project,” “target,” “seek,” “shall,” “should,”
“will,” or “would,” including variations of such words and similar expressions, are intended to identify forward-looking
statements. All statements that address operating performance, events or developments that NSA or Public Storage expects or anticipates
will occur in the future are forward-looking statements, including statements relating to any possible transaction between NSA and Public
Storage, rent and occupancy growth, acquisition and development activity, acquisition and disposition activity, general conditions in
the geographic areas where NSA and Public Storage operate, NSA’s and Public Storage’s respective debt, capital structure and
financial position and NSA’s and Public Storage’s respective ability to form new ventures. Such forward-looking statements
are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other factors that are difficult
to predict and may cause the actual results to differ materially from future results expressed or implied by such forward-looking statements.
Important factors, risks and uncertainties that could cause actual
results to differ materially from such plans, estimates or expectations include but are not limited to: (i) the parties’ ability
to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties
related to NSA’s ability to obtain the required shareholder and unitholder approval, and the parties’ ability to satisfy the
other conditions to consummating the proposed transaction; (ii) the inability to realize the anticipated benefits of the proposed
transaction, including as a result of delay in completing the proposed transaction; (iii) the risk that NSA’s business will
not be integrated successfully with Public Storage’s or that such integration may be more difficult, time-consuming or costly than
expected; (iv) significant transaction costs and/or unknown or inestimable liabilities; (v) potential litigation relating to
the proposed transaction that could be instituted against NSA or its trustees, managers or officers, including resulting expense or delay
and the effects of any outcomes related thereto; (vi) the risk that disruptions from the proposed transaction, including diverting
the attention of NSA and Public Storage management from ongoing business operations, will harm NSA’s and Public Storage’s
businesses during the pendency of the proposed transaction or otherwise; (vii) certain restrictions during the pendency of the business
combination that may impact NSA’s and Public Storage’s ability to pursue certain business opportunities or strategic transactions;
(viii) the possibility that the business combination may be more expensive to complete than anticipated, including as a result of
unexpected factors or events; (ix) the occurrence of any event, change or other circumstance that could give rise to the termination
of the merger agreement, including in circumstances requiring NSA to pay a termination fee; (x) the effect of the announcement of
the proposed transaction on the ability of NSA and Public Storage to operate their respective businesses and retain and hire key personnel,
and to maintain favorable business relationships; (xi) risks related to the market value of Public Storage common stock to be issued
in the proposed transaction; (xii) other risks related to the completion of the proposed transaction and actions related thereto;
(xiii) potential business uncertainty, including changes to existing business relationships, during the pendency of the business
combination or otherwise that could affect NSA’s or Public Storage’s financial performance; (xiv) other risks related
to the completion of the proposed transaction and actions related thereto; (xv) legislative, regulatory and economic developments;
(xvi) unpredictability and severity of local, regional, national and international economic, political and catastrophic climates,
conditions and events, including but not limited to acts of terrorism, outbreaks of war or hostilities or pandemics, as well as management’s
response to any of the aforementioned factors; (xvii) changes in global financial markets, interest rates and foreign currency exchange
rates; (xviii) increased or unanticipated competition affecting NSA’s or Public Storage’s properties; (xix) risks
associated with acquisitions, dispositions and development of properties, including increased development costs due to additional regulatory
requirements related to climate change; (xx) maintenance of Real Estate Investment Trust status, tax structuring and changes in income
tax laws and rates; (xxi) risks related to NSA’s and Public Storage’s investments in ventures, including NSA’s
and Public Storage’s respective abilities to establish new ventures; (xxii) environmental uncertainties, including risks of
natural disasters; (xxiii) those risks and uncertainties set forth in NSA’s and Public Storage’s Annual Reports on Form 10-K
for the year ended December 31, 2025 under the headings “Forward-Looking Statements” and “Cautionary Statement
Regarding Forward-Looking Statements,” respectively, and “Risk Factors,” as such risk factors may be amended, supplemented
or superseded from time to time by other reports filed by NSA or Public Storage, as the case may be, with the Securities and Exchange
Commission (the “SEC”) from time to time, which are available via the SEC’s website at www.sec.gov; and (xxiv) those
risks that will be described in the Registration Statement and Proxy Statement/Prospectus that will be filed with the SEC in connection
with the proposed transaction and available from the sources indicated below. There can be no assurance that the proposed transaction
will be completed, or if it is completed, that it will close within the anticipated time period. These factors should not be construed
as exhaustive and should be read in conjunction with the other forward-looking statements. Forward-looking statements relate only to events
as of the date on which the statements are made. Neither NSA nor Public Storage undertakes any obligation to publicly update or review
any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise. If
one or more of these or other risks or uncertainties materialize, or if NSA’s and Public Storage’s underlying assumptions
prove to be incorrect, NSA’s, Public Storage’s and the combined company’s actual results may vary materially from what
NSA or Public Storage may have expressed or implied by these forward-looking statements. NSA and Public Storage caution not to place undue
reliance on any of NSA’s or Public Storage’s forward-looking statements. Furthermore, new risks and uncertainties arise from
time to time, and it is impossible for us to predict those events or how they may affect NSA or Public Storage.
No Offer or Solicitation
This communication is for informational purposes only and is not intended
to, and shall not, constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Important Additional Information and Where to Find It
In connection with the proposed transaction between NSA and Public
Storage, Public Storage intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”)
that will include a proxy statement of NSA that also constitutes a prospectus of Public Storage (the “Proxy Statement/Prospectus”).
A definitive Proxy Statement/Prospectus will be mailed to NSA’s shareholders seeking their approval of the proposed transaction
and other related matters. Each of NSA and Public Storage may also file other relevant documents with the SEC regarding the proposed transaction.
This communication is not a substitute for the Registration Statement, Proxy Statement/Prospectus or any other document that NSA or Public
Storage (as applicable) may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS
AND SECURITY HOLDERS OF NSA AND Public Storage ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT, THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus
(when they become available) and other documents filed with the SEC by NSA and/or Public Storage, which contain important information,
through the website maintained by the SEC at www.sec.gov. Investors and security holders will be able to obtain free copies of the documents
filed by NSA with the SEC on NSA’s website at https://ir.nsastorage.com/sec-filings/all-sec-filings or by contacting NSA Investor
Relations at ghoglund@nsareit.net. Security holders will also be able to obtain free copies of the documents filed by Public Storage with
the SEC on Public Storage’s website at https://investors.publicstorage.com/financial-reports/sec-filings or by contacting Public
Storage Investor Relations at investorrelations@publicstorage.com.
Participants in the Solicitation
NSA, Public Storage, their respective trustees and certain of their
respective executive officers may be deemed to be participants in the solicitation of proxies from NSA’s shareholders in respect
of the proposed transaction. Information about the trustees and executive officers of NSA, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth in NSA’s proxy statement for its 2025 Annual Meeting of Shareholders
under the headings “Our Board,” “How We Are Paid,” “Compensation Discussion and Analysis,” “Summary
Compensation and Other Tables,” “Severance and Change in Control Arrangements,” “Certain Relationships and Related
Transactions” and “Shareholder Ownership Information,” which was filed with the SEC on March 28, 2025,
and in NSA’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC
on February 26, 2026.
To the extent holdings of NSA’s securities by its trustees or executive officers have changed since the amounts set forth in NSA’s
definitive proxy statement for its 2025 Annual Meeting of Shareholders, such changes have been or will be reflected on an Initial Statement
of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4 or Annual Statement
of Changes in Beneficial Ownership on Form 5, in each case filed with the SEC, and available on the SEC’s website at www.sec.gov.
Information about the trustees and executive officers of Public Storage, including a description of their direct or indirect interests,
by security holdings or otherwise, is set forth in Public Storage’s proxy statement for its 2025 Annual Meeting of Shareholders
under the headings “2024 Trustee Compensation,” “Our Named Executive Officers,” “Compensation Discussion
and Analysis,” “Executive Compensation Tables,” “Potential Payments Upon Termination or Change in Control,”
“Outstanding Equity Awards at 2024 Fiscal Year End,” “Related Person Transactions” and “Share Ownership
of Trustees and Management,” which was filed with the SEC on March 28, 2025,
in Public Storage’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with
the SEC on February 12, 2026,
in Public Storage’s Form 8-K filed with the SEC on July 30, 2025,
and in Public Storage’s Form 8-K filed with the SEC on February 12, 2026.
To the extent holdings of Public Storage’s securities by its trustees or executive officers have changed since the amounts set forth
in Public Storage’s definitive proxy statement for its 2025 Annual Meeting of Shareholders, such changes have been or will be reflected
on an Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4,
or Annual Statement of Changes in Beneficial Ownership on Form 5, in each case filed with the SEC and available on the SEC’s
website at www.sec.gov. Other information regarding the participants in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the Proxy Statement/Prospectus
and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors
and security holders should read the Registration Statement and the Proxy Statement/Prospectus carefully when they become available before
making any voting or investment decisions. You may obtain free copies of these documents from NSA or Public Storage using the sources
indicated above.
