NSA (NYSE: NSA) CFO reports LTIP awards and OP unit conversions

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Form Type

Rhea-AI Filing Summary

National Storage Affiliates Trust’s Chief Financial Officer Brandon Togashi reported awards and conversions of partnership interests tied to the company’s common shares. He received 46,029 Class A OP Units through a 2026 LTIP Unit Award Agreement under the 2024 Equity Incentive Plan. Of these, 16,962 units vest in three annual installments on January 1, 2027, 2028, and 2029, while 29,067 units are performance-based and only vest if specific performance criteria are achieved. In addition, 11,382 LTIP Units were converted into 11,382 Class A OP Units on a one-for-one basis. After these transactions, his reported beneficial ownership is 227,132 Class A OP Units, along with 17,346 vested LTIP Units and 110,209 unvested LTIP Units.

Insider Trade Summary

22,764 shares exercised/converted

Mixed 3 txns

Insider Togashi Brandon

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A OP Units	46,029	$0.00	--
Conversion	LTIP Units	11,382	$0.00	--
Conversion	Class A OP Units	11,382	$0.00	--

Holdings After Transaction: Class A OP Units — 227,132 shares (Direct); LTIP Units — 127,555 shares (Direct)

Footnotes (1)

Pursuant to the agreement of limited partnership (the "Partnership Agreement") of NSA OP, LP (the "Partnership"), the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's Class A common units of limited partner interest ("Class A OP Units") for cash in an amount equal to the market value of an equivalent number of the common shares of beneficial interest ("Shares") of National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments. The Class A OP Units in the first row of this table are comprised of 46,029 Class A OP Units issuable upon the conversion of 46,029 unvested long-term incentive plan units ("LTIP Units") in the Partnership which were granted to the Reporting Person pursuant to a 2026 LTIP Unit Award Agreement between the Issuer and the Reporting Person under the Issuer's 2024 Equity Incentive Plan. Of these, 16,962 vest in three annual installments on January 1, 2027, January 1, 2028, and January 1, 2029, subject to continued employment by the Reporting Person and 29,067 represent the maximum amount of LTIP Units that can vest on January 1, 2029 contingent upon the achievement of certain performance criteria. The Reporting Person will not earn any of the 29,067 performance-based LTIP Units if the minimum performance criteria is not met. The 29,067 performance-based LTIP Units are being reported here for informational purposes only. Vested LTIP Units, after achieving parity with Class A OP Units, are eligible to be converted into Class A OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership Agreement. N/A The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above (including the LTIP Units conversion described in footnote 8 below) is 227,132 Class A OP Units, which includes those Class A OP Units previously reported and the Class A OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class A OP Units as specified therein). Excludes 21,254 previously reported LTIP Units granted on February 27, 2023 pursuant to a 2023 LTIP Unit Agreement, which did not vest upon the expiration of the performance period on January 1, 2026. 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. Pursuant to the Partnership Agreement, upon the achievement of certain conditions, a holder of LTIP Units of the Partnership is entitled to convert such LTIP Units into Class A OP Units of the Partnership on a one-for-one basis. Consists of 11,382 LTIP Units held by the Reporting Person which were converted into 11,382 Class A OP Units as described in footnote 7 above. Following the reported transactions, the Reporting Person has total direct beneficial ownership in 17,346 vested LTIP Units and 110,209 unvested LTIP Units. The Reporting Person previously reported the 11,382 LTIP Units that were converted into Class A OP Units as described in this Form 4 as Class A OP Units on an as-converted basis. Accordingly, rows 2 and 3 of this Form 4 are being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 11,382 Units into 11,382 Class A OP Units.

Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 04:10 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Togashi Brandon

(Last)

(First)

(Middle)

C/O NATIONAL STORAGE AFFILIATES TRUST

8400 EAST PRENTICE AVENUE, 9TH FLOOR

(Street)

GREENWOOD VILLAGE

80111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
National Storage Affiliates Trust [ NSA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A OP Units⁽¹⁾	⁽¹⁾⁽²⁾⁽³⁾	02/27/2026		A		46,029⁽²⁾		⁽¹⁾⁽²⁾⁽³⁾	⁽⁴⁾	Common shares of beneficial interest, $0.01 par value⁽¹⁾	46,029⁽¹⁾⁽²⁾⁽³⁾	$0	227,132⁽⁵⁾⁽⁶⁾	D
LTIP Units⁽¹⁾⁽²⁾	⁽¹⁾⁽⁷⁾	02/27/2026		C			11,382⁽⁸⁾	⁽¹⁾⁽⁸⁾	⁽⁴⁾	Class A OP Units⁽¹⁾⁽⁷⁾	11,382	⁽⁸⁾	127,555⁽²⁾⁽⁵⁾⁽⁹⁾	D
Class A OP Units⁽¹⁾	⁽¹⁾	02/27/2026		C		11,382⁽⁸⁾		⁽¹⁾	⁽⁴⁾	Common shares of beneficial interest, $0.01 par value⁽¹⁾	11,382	⁽⁸⁾	227,132⁽⁵⁾⁽⁹⁾	D

Explanation of Responses:

1. Pursuant to the agreement of limited partnership (the "Partnership Agreement") of NSA OP, LP (the "Partnership"), the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's Class A common units of limited partner interest ("Class A OP Units") for cash in an amount equal to the market value of an equivalent number of the common shares of beneficial interest ("Shares") of National Storage Affiliates Trust (the "Issuer"), or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.

2. The Class A OP Units in the first row of this table are comprised of 46,029 Class A OP Units issuable upon the conversion of 46,029 unvested long-term incentive plan units ("LTIP Units") in the Partnership which were granted to the Reporting Person pursuant to a 2026 LTIP Unit Award Agreement between the Issuer and the Reporting Person under the Issuer's 2024 Equity Incentive Plan. Of these, 16,962 vest in three annual installments on January 1, 2027, January 1, 2028, and January 1, 2029, subject to continued employment by the Reporting Person and 29,067 represent the maximum amount of LTIP Units that can vest on January 1, 2029 contingent upon the achievement of certain performance criteria.

3. The Reporting Person will not earn any of the 29,067 performance-based LTIP Units if the minimum performance criteria is not met. The 29,067 performance-based LTIP Units are being reported here for informational purposes only. Vested LTIP Units, after achieving parity with Class A OP Units, are eligible to be converted into Class A OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership Agreement.

4. N/A

5. The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transactions above (including the LTIP Units conversion described in footnote 8 below) is 227,132 Class A OP Units, which includes those Class A OP Units previously reported and the Class A OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class A OP Units as specified therein). Excludes 21,254 previously reported LTIP Units granted on February 27, 2023 pursuant to a 2023 LTIP Unit Agreement, which did not vest upon the expiration of the performance period on January 1, 2026.

6. 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.

7. Pursuant to the Partnership Agreement, upon the achievement of certain conditions, a holder of LTIP Units of the Partnership is entitled to convert such LTIP Units into Class A OP Units of the Partnership on a one-for-one basis.

8. Consists of 11,382 LTIP Units held by the Reporting Person which were converted into 11,382 Class A OP Units as described in footnote 7 above.

9. Following the reported transactions, the Reporting Person has total direct beneficial ownership in 17,346 vested LTIP Units and 110,209 unvested LTIP Units. The Reporting Person previously reported the 11,382 LTIP Units that were converted into Class A OP Units as described in this Form 4 as Class A OP Units on an as-converted basis. Accordingly, rows 2 and 3 of this Form 4 are being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 11,382 Units into 11,382 Class A OP Units.

Remarks:

	Brandon Togashi, by Zoya Afridi, his Attorney-in-fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did NSA CFO Brandon Togashi report on this Form 4?

Brandon Togashi reported receiving 46,029 Class A OP Units linked to a 2026 LTIP award and converting 11,382 LTIP Units into 11,382 Class A OP Units. These transactions reflect equity-based compensation rather than open-market share purchases or sales.

How many National Storage Affiliates (NSA) units did the CFO receive in the 2026 LTIP award?

The CFO was awarded 46,029 Class A OP Units issuable upon conversion of 46,029 unvested LTIP Units under a 2026 LTIP Unit Award Agreement. These units are granted under NSA’s 2024 Equity Incentive Plan and are subject to time-based and performance-based vesting.

What is the vesting schedule for Brandon Togashi’s new NSA LTIP Units?

Of the 46,029 unvested LTIP Units, 16,962 vest in three equal annual installments on January 1, 2027, January 1, 2028, and January 1, 2029, subject to continued employment. The remaining 29,067 units vest only if specified performance criteria are achieved by January 1, 2029.

How many NSA LTIP Units are performance-based and may not vest for the CFO?

There are 29,067 performance-based LTIP Units that only vest if minimum performance criteria are met by January 1, 2029. If the minimum performance criteria are not achieved, the reporting person will not earn any of these 29,067 performance-based units.

What conversions of NSA LTIP Units into Class A OP Units were disclosed?

The filing reports that 11,382 LTIP Units held by the CFO were converted into 11,382 Class A OP Units on a one-for-one basis. These specific LTIP Units had previously been reported on an as-converted basis and the rows detailing this conversion are included for notice purposes.

What is Brandon Togashi’s reported beneficial ownership in NSA units after these transactions?

After the reported transactions, the filing states his total beneficial ownership includes 227,132 Class A OP Units, plus 17,346 vested LTIP Units and 110,209 unvested LTIP Units. A footnote indicates beneficial ownership is disclaimed except to the extent of his pecuniary interest.

How can NSA Class A OP Units relate to common shares for the CFO’s holdings?

Under the partnership agreement, the holder of Class A OP Units may cause the partnership to redeem units for cash equal to the market value of an equivalent number of common shares, or, at the issuer’s option, receive common shares on a one-for-one basis, subject to adjustments and conditions.