National Storage Affiliates (NYSE: NSA) vice chair details merger-driven equity conversions
Rhea-AI Filing Summary
National Storage Affiliates Trust vice chairperson Arlen Dale Nordhagen reported merger-related conversions and dispositions tied to an Agreement and Plan of Merger with Public Storage. On 2026-07-22 he disposed of 2,561,438 Class A OP Units and 3,817,257 common shares, which were converted into rights to receive Public Storage equity or joint-venture units. He also reported LTIP Units vesting and converting into restricted shares and OP Units, plus disposing of 24,066 Series A Preferred Shares directly and 8,689 indirectly that became rights to receive equivalent Public Storage preferred shares; certain restricted shares were surrendered to cover tax obligations and some holdings were reported without a pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 3,990,885 shares
Net Sell
7 txns
Insider
Nordhagen Arlen Dale
Role
Vice Chairperson
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | LTIP Units F1, F6, F7, F8, F9 | 28,424 | -- | -- |
| Disposition | Class A OP Units F8, F10, F7, F9 | 2,561,438 | -- | -- |
| Conversion | Common shares of beneficial interest, $0.01 par value F1, F2 | 4,631 | -- | -- |
| Disposition | Common shares of beneficial interest, $0.01 par value F1, F2 | 3,817,257 | -- | -- |
| Disposition | Common shares of beneficial interest, $0.01 par value F3, F2 | 145,504 | -- | -- |
| Disposition | Series A Preferred Shares F4 | 24,066 | -- | -- |
| Disposition | Series A Preferred Shares F4, F5 | 8,689 | -- | -- |
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);
Common shares of beneficial interest, $0.01 par value — 0 shares (Indirect, See Footnote);
Series A Preferred Shares — 0 shares (Direct);
Series A Preferred Shares — 0 shares (Indirect, See Footnote)
Footnotes (10)
- 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").
- F2. Pursuant to the Merger Agreement, issued and outstanding 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.
- F3. Consists of 145,504 common shares of beneficial interest, $0.01 par value of the Issuer ("Shares") over which Mr. Nordhagen has voting or investment power, but not a pecuniary interest in.
- F4. Pursuant to the Merger Agreement, each issued and outstanding 6.000% Series A cumulative redeemable preferred share of beneficial interest, par value $0.01 per share ("Series A Preferred Shares"), of the Issuer was converted into the right to receive one newly issued share of 6.000% Cumulative Preferred Shares of beneficial interest, Series T, par value $0.01 per share, of Public Storage.
- F5. Consists of 8,689 Series A Preferred Shares over which Mr. Nordhagen has voting or investment power, but not a pecuniary interest in.
- F6. 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.
- F7. 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.
- F8. 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.
- F9. N/A.
- F10. Includes (i) 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 6 above) and (ii) certain Class X common units of limited liability company interest and certain Class X common units of limited partnership interest, as applicable (collectively, "DownREIT Class X Units"), of Corona Universal Self Storage, Fontana Universal Self Storage, Universal Self Storage Hesperia LLC, Hesperia Universal Self Storage, Universal Self Storage Highland, Loma Linda Universal Self Storage, Universal Self Storage San Bernardino LLC, Upland Universal Self Storage, and SecurCare American Portfolio, LLC. DownREIT Class X Units may be redeemed on a one-for-one basis for Class A OP Units.
Key Figures
Class A OP Units disposed: 2561438.0000 Class A OP Units
Common shares disposed: 3817257.0000 common shares
Common shares acquired via conversion: 4631.0000 common shares
+5 more
8 metrics
Class A OP Units disposed
2561438.0000 Class A OP Units
Class A OP Units disposed on 2026-07-22 and converted into rights to Public Storage OP units or JV units
Common shares disposed
3817257.0000 common shares
NSA common shares of beneficial interest disposed on 2026-07-22 under the Merger Agreement
Common shares acquired via conversion
4631.0000 common shares
Common shares acquired through conversion of LTIP Units into restricted NSA common shares
Indirect common shares without pecuniary interest
145504.0000 common shares
Indirect NSA common shares over which Nordhagen had voting or investment power but no pecuniary interest
Series A Preferred Shares disposed (direct)
24066.0000 Series A Preferred Shares
Directly held 6.000% Series A cumulative redeemable preferred shares converted into rights to Public Storage preferred shares
Series A Preferred Shares disposed (indirect)
8689.0000 Series A Preferred Shares
Indirectly held Series A Preferred Shares with voting or investment power but no pecuniary interest
LTIP Units converted
28424.0000 LTIP Units
LTIP Units converted in connection with vesting and subsequent treatment under the Merger Agreement
Exchange Ratio for NSA common
0.1400 Public Storage common shares per NSA common share
NSA common shares converted into the right to receive Public Storage common shares at a fixed exchange ratio
Key Terms
LTIP Unit, Class A OP Unit, Exchange Ratio, DownREIT Class X Units, +1 more
5 terms
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.
Class A OP Unit financial
"each vested LTIP Unit that was eligible for conversion was converted into one Class A OP Unit"
Exchange Ratio financial
"converted into the right to receive 0.1400 newly issued common shares referred to as the Exchange Ratio"
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.
DownREIT Class X Units financial
"includes certain DownREIT Class X Units that may be redeemed for Class A OP Units"
FAQ
What insider activity did Arlen Dale Nordhagen report for National Storage Affiliates Trust (NSA)?
Arlen Dale Nordhagen reported merger-related conversions and dispositions on 2026-07-22, including 2,561,438 Class A OP Units, 3,817,257 common shares, and Series A preferred shares. These NSA securities were converted or exchanged under a Merger Agreement with Public Storage, rather than sold on the open market.
What happened to Arlen Nordhagen’s LTIP Units in the NSA and Public Storage transaction?
Time-based LTIP Units granted in 2026 were converted one-for-one into restricted NSA common shares. Other outstanding unvested LTIP Units (excluding certain 2026 performance awards) vested immediately before the partnership merger, then eligible vested LTIP Units converted into Class A OP Units in accordance with the Merger Agreement.
How were NSA Class A OP Units handled for National Storage Affiliates (NSA) in the merger?
Each outstanding NSA Class A OP Unit was either automatically converted into newly issued common units in Public Storage OP, L.P. based on the Exchange Ratio, or, at the holder’s election, redeemed for one unit in NSA OP JV, LLC, which holds 80% of a joint venture owning specified real estate assets.
Were Arlen Nordhagen’s reported NSA transactions under a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox was not marked, indicating the reported merger-related conversions and dispositions were not affirmed as occurring under a pre-arranged Rule 10b5-1 trading plan. The transactions instead follow the terms of the Merger Agreement with Public Storage.
AI-generated analysis. How Rhea-AI works. Not financial advice.
