National Storage (NSA) CEO awarded 109,663 OP-linked LTIP units and converts units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

National Storage Affiliates Trust President and CEO David Cramer reported equity-based awards and conversions of partnership units. He received 109,663 Class A OP Units at no cost, issuable upon conversion of unvested LTIP Units granted under the 2024 Equity Incentive Plan.

Of these LTIP Units, 40,412 vest in three annual installments on January 1 of 2027, 2028 and 2029, and 69,251 are performance-based and only vest if specified performance criteria are achieved by January 1, 2029. In addition, 22,606 LTIP Units were converted into 22,606 Class A OP Units on a one-for-one basis.

After the reported transactions, Cramer is shown with 587,104 Class A OP Units and direct beneficial ownership of 30,555 vested LTIP Units and 258,001 unvested LTIP Units, subject to a standard beneficial ownership disclaimer.

Insider Trade Summary

45,212 shares exercised/converted

Mixed 3 txns

Insider Cramer David

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Class A OP Units	109,663	$0.00	--
Conversion	LTIP Units	22,606	$0.00	--
Conversion	Class A OP Units	22,606	$0.00	--

Holdings After Transaction: Class A OP Units — 587,104 shares (Direct); LTIP Units — 288,556 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 Shares of 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 109,663 Class A OP Units issuable upon the conversion of 109,663 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, 40,412 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 69,251 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 69,251 performance-based LTIP Units if the minimum performance criteria is not met. The 69,251 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 587,104 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 48,173 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 22,606 LTIP Units held by the Reporting Person which were converted into 22,606 Class A OP Units as described in footnote 7 above. Following the reported transactions, the Reporting Person has total direct beneficial ownership in 30,555 vested LTIP Units and 258,001 unvested LTIP Units. The Reporting Person previously reported the 22,606 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 Table II of this Form 4 are being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 22,606 LTIP Units into 22,606 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
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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

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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		109,663⁽²⁾		⁽¹⁾⁽²⁾⁽³⁾	⁽⁴⁾	Common shares of beneficial interest, $0.01 par value⁽¹⁾	109,663⁽¹⁾⁽²⁾⁽³⁾	$0	587,104⁽⁵⁾⁽⁶⁾	D
LTIP Units⁽¹⁾⁽²⁾	⁽¹⁾⁽⁷⁾	02/27/2026		C			22,606⁽⁸⁾	⁽¹⁾⁽⁸⁾	⁽⁴⁾	Class A OP Units⁽¹⁾⁽⁸⁾	22,606	⁽⁸⁾	288,556⁽²⁾⁽⁵⁾⁽⁹⁾	D
Class A OP Units⁽¹⁾	⁽¹⁾⁽⁷⁾	02/27/2026		C		22,606⁽⁸⁾		⁽¹⁾	⁽⁴⁾	Common shares of beneficial interest, $0.01 par value⁽¹⁾	22,606	⁽⁸⁾	587,104⁽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 Shares of 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 109,663 Class A OP Units issuable upon the conversion of 109,663 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, 40,412 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 69,251 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 69,251 performance-based LTIP Units if the minimum performance criteria is not met. The 69,251 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 587,104 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 48,173 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 22,606 LTIP Units held by the Reporting Person which were converted into 22,606 Class A OP Units as described in footnote 7 above.

9. Following the reported transactions, the Reporting Person has total direct beneficial ownership in 30,555 vested LTIP Units and 258,001 unvested LTIP Units. The Reporting Person previously reported the 22,606 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 Table II of this Form 4 are being filed on a voluntary basis solely to provide notice of the conversion of the Reporting Person's 22,606 LTIP Units into 22,606 Class A OP Units.

Remarks:

	David Cramer, 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 did NSA President and CEO David Cramer report in this Form 4 filing?

David Cramer reported equity awards and unit conversions, including 109,663 Class A OP Units tied to unvested LTIP Units and the conversion of 22,606 LTIP Units into 22,606 Class A OP Units, reflecting compensation and incentive alignment with National Storage Affiliates Trust.

How many Class A OP Units did NSA’s CEO receive or hold after these transactions?

Following the reported transactions, David Cramer is shown with beneficial ownership of 587,104 Class A OP Units. This total includes previously reported holdings and the new Class A OP Units associated with LTIP awards and conversions disclosed in this Form 4 filing.

What are the vesting terms of the new LTIP Unit award reported by NSA’s CEO?

The LTIP award underlying 109,663 Class A OP Units includes 40,412 time-based units vesting in three annual installments on January 1, 2027, January 1, 2028, and January 1, 2029, plus 69,251 performance-based units that vest only if specified performance criteria are achieved by January 1, 2029.

How many vested and unvested LTIP Units does NSA’s CEO hold after this Form 4?

After the transactions, David Cramer has direct beneficial ownership of 30,555 vested LTIP Units and 258,001 unvested LTIP Units. These LTIP Units can, upon meeting specified conditions, be converted into Class A OP Units of National Storage Affiliates Trust’s operating partnership.

Were any of the performance-based LTIP Units in NSA’s CEO grant earned automatically?

No, the 69,251 performance-based LTIP Units will be earned only if minimum performance criteria are met. The filing notes that none of these units will be earned if the minimum performance thresholds are not achieved, and they are reported for informational purposes.

What conversion took place between LTIP Units and Class A OP Units in this NSA Form 4?

The filing reports that 22,606 LTIP Units held by David Cramer were converted into 22,606 Class A OP Units on a one-for-one basis. This conversion follows conditions in the partnership agreement that allow LTIP Units to convert into Class A OP Units once specified requirements are satisfied.