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National Storage Affiliates Trust (NYSE: NSA) CEO details merger-linked equity conversions

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

David Cramer, President and CEO of National Storage Affiliates Trust, reported merger-related equity changes tied to the combination with Public Storage. LTIP Units and Class A OP Units were converted or disposed of, and common shares, including Restricted Shares, were converted into the right to receive Public Storage equity at a 0.1400 exchange ratio, with certain Restricted Shares surrendered for tax obligations.

Positive

  • None.

Negative

  • None.
Insider Cramer David
Role President and CEO
Type Security Shares Price Value
Conversion LTIP Units F1, F3, F4, F5, F6 258,001 -- --
Disposition Class A OP Units F4, F5, F7, F6 587,104 -- --
Conversion Common shares of beneficial interest, $0.01 par value F1, F2 40,412 -- --
Disposition Common shares of beneficial interest, $0.01 par value F1, F2 1,952,616 -- --
Holdings After Transaction: LTIP Units — 0 shares (Direct); Class A OP Units — 0 shares (Direct); Common shares of beneficial interest, $0.01 par value — 0 shares (Direct)
Footnotes (7)
  1. 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").
  2. 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.
  3. F3. 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.
  4. F4. 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.
  5. F5. 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.
  6. F6. N/A.
  7. F7. 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 3 above).
LTIP Units converted 258,001 LTIP Units Conversion of LTIP Units in connection with the merger on July 22, 2026
Class A OP Units disposed 587,104 Class A OP Units Disposition to issuer as Class A OP Units were converted or redeemed under the Merger Agreement
Common shares acquired via conversion 40,412 common shares Restricted Shares received from conversion of 2026 time-based LTIP Units
Common shares disposed 1,952,616 common shares Disposition of National Storage Affiliates common shares of beneficial interest to issuer pursuant to the Merger Agreement
Exchange Ratio 0.1400 Number of Public Storage common shares received per National Storage Affiliates common share
LTIP Unit financial
"each outstanding time-based long term incentive plan unit ("LTIP Unit") of NSA OP, LP"
An LTIP unit is a piece of long-term compensation granted to executives or employees that represents a right to future company value, paid in cash, stock, or stock-like units if certain performance goals or time-based vesting conditions are met. Investors care because LTIP units can dilute existing shares when converted to stock, signal how management is paid and incentivized, and affect future cash flow if settled in cash—think of them like delayed bonuses tied to company performance.
Restricted Shares financial
"was converted on a one-for-one basis into an equal number of restricted common shares of beneficial interest ("Restricted Shares")"
Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.
Class A OP Unit financial
"converted into one Class A unit of limited partnership interest in the Partnership ("Class A OP Unit")"
Exchange Ratio financial
"converted into the right to receive 0.1400 (the "Exchange Ratio") newly issued common shares"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
Partnership Merger financial
"immediately prior to the effective time of the merger of a subsidiary of Public Storage into the Partnership (the "Partnership Merger")"

FAQ

How many LTIP Units and Class A OP Units did NSA's CEO convert or dispose of?

David Cramer reported a conversion of 258,001 LTIP Units and a disposition of 587,104 Class A OP Units. Following these transactions, his reported holdings of these LTIP Units and Class A OP Units were shown as 0, reflecting completion of the merger-related conversions and dispositions.

What is the exchange ratio for National Storage Affiliates (NSA) shareholders in the Public Storage merger?

Under the Merger Agreement, each National Storage Affiliates common share, inclusive of Restricted Shares, was converted into the right to receive 0.1400 newly issued Public Storage common shares, plus cash in lieu of any fractional shares. This 0.1400 Exchange Ratio governs the stock consideration in the transaction.

What happened to David Cramer's restricted shares and LTIP awards in the NSA–Public Storage merger?

2026 time-based LTIP Units granted to David Cramer were converted one-for-one into Restricted Shares, which then converted into rights to receive Public Storage shares. Other unvested LTIP Units vested at target levels, while certain 2026 performance-based and maximum-performance LTIP Units were deemed forfeited under the Merger Agreement.

Were any of David Cramer's National Storage Affiliates shares surrendered for taxes?

Yes. The filing states that certain Restricted Shares held by David Cramer were surrendered to satisfy statutory minimum federal and state tax obligations associated with vesting. The remaining common shares were converted into rights to receive Public Storage common shares at the 0.1400 exchange ratio.

How many National Storage Affiliates common shares did David Cramer dispose of in connection with the merger?

David Cramer reported a disposition of 1,952,616 common shares of beneficial interest in National Storage Affiliates. These common shares, including Restricted Shares, were converted into rights to receive Public Storage common shares under the Merger Agreement, with some Restricted Shares surrendered for tax obligations.

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SEC Form 4
FORM 4UNITED 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
X
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*
Cramer David

(Last)(First)(Middle)
C/O NATIONAL STORAGE AFFILIATES TRUST
8400 EAST PRENTICE AVENUE, 9TH FLOOR

(Street)
GREENWOOD VILLAGE COLORADO 80111

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
National Storage Affiliates Trust [ NSA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common shares of beneficial interest, $0.01 par value(1)07/22/2026C40,412(1)A(1)1,952,616(1)(2)D
Common shares of beneficial interest, $0.01 par value(1)07/22/2026D1,952,616(1)D(1)(2)0(2)D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LTIP Units(1)(3)(1)(3)(4)(5)07/22/2026C258,001(1)(3) (1)(3)(4)(5) (6)Class A OP Units(4)258,001(1)(3)(1)(3)0(1)(3)(4)D
Class A OP Units(4)(5)(5)07/22/2026D587,104(4)(5)(7) (5) (6)Common shares of beneficial interest, $0.01 par value587,104(4)(5)(4)(5)(7)0(4)(5)(7)D
Explanation of Responses:
1. 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").
2. 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.
3. 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.
4. 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.
5. 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.
6. N/A.
7. 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 3 above).
/s/ David Cramer, by Zoya F. Afridi, his Attorney-in-fact07/22/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)