National Storage Affiliates (NYSE: NSA) details merger-related conversions
Rhea-AI Filing Summary
National Storage Affiliates Trust Executive Chairperson Tamara D. Fischer, through a trust, reported merger-related restructuring of indirect holdings with Public Storage. 109,828 LTIP Units were converted into Class A OP Units and 16,670 restricted common shares of beneficial interest.
The trust disposed of 594,737 Class A OP Units, 34,670 common shares and 1,500 Series A Preferred Shares, which became rights to receive Public Storage common and preferred shares or operating-partnership and joint-venture units under a March 16, 2026 Merger Agreement.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 19,500 shares
Net Sell
5 txns
Insider
FISCHER TAMARA D
Role
Executive Chairperson
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | LTIP Units F1, F5, F6, F7, F8, F3 | 109,828 | -- | -- |
| Disposition | Class A OP Units F6, F7, F9, F8, F3 | 594,737 | -- | -- |
| Conversion | Common shares of beneficial interest, $0.01 par value F1, F2, F3 | 16,670 | -- | -- |
| Disposition | Common shares of beneficial interest, $0.01 par value F1, F2, F3 | 34,670 | -- | -- |
| Disposition | Series A Preferred Shares F4, F3 | 1,500 | -- | -- |
Holdings After Transaction:
LTIP Units — 0 shares (Indirect, See footnote);
Class A OP Units — 0 shares (Indirect, See footnote);
Common shares of beneficial interest, $0.01 par value — 0 shares (Indirect, See footnote);
Series A Preferred Shares — 0 shares (Indirect, See footnote)
Footnotes (9)
- 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, 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. Held by Tamara D. Fischer, trustee of the Tamara Diane Fischer Trust dated 01/20/2021 for which the Reporting Person has or shares voting and/or investment power. 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.
- 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, 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. 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.
- F6. 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.
- F7. 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.
- F8. N/A.
- F9. 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 5 above).
Key Figures
LTIP Units converted: 109828.0000 LTIP Units
Class A OP Units disposed: 594737.0000 Class A OP Units
Common shares acquired via conversion: 16670.0000 common shares
+4 more
7 metrics
LTIP Units converted
109828.0000 LTIP Units
Conversion of time-based LTIP Units in connection with the Public Storage merger
Class A OP Units disposed
594737.0000 Class A OP Units
Disposition to issuer; units converted into Public Storage OP units or NSA OP JV LLC units
Common shares acquired via conversion
16670.0000 common shares
Restricted common shares received from 2026 time-based LTIP Unit conversion
Common shares disposed
34670.0000 common shares
NSA common shares, inclusive of Restricted Shares, converted under the merger Exchange Ratio
Series A Preferred Shares converted
1500.0000 shares
Converted into 6.000% Cumulative Preferred Shares, Series T, of Public Storage
Share exchange ratio
0.1400 Public Storage common shares per NSA common share
Exchange Ratio for NSA common shares of beneficial interest under the Merger Agreement
Merger Agreement date
March 16, 2026
Agreement and Plan of Merger among NSA, Public Storage and certain other parties
Key Terms
LTIP Unit, Class A OP Unit, Exchange Ratio, 6.000% Series A cumulative redeemable preferred share, +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
"converted into one Class A unit of limited partnership interest in the Partnership ("Class A OP Unit")"
Exchange Ratio financial
"0.1400 (the "Exchange Ratio") newly issued common shares of beneficial interest"
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
"effective time of the merger of a subsidiary of Public Storage into the Partnership (the "Partnership Merger")"
FAQ
What insider transactions did National Storage Affiliates Trust (NSA) report for Tamara D. Fischer?
Tamara D. Fischer reported merger-related conversions and dispositions of securities held through a trust, including 109,828 LTIP Units, 594,737 Class A OP Units, 34,670 common shares and 1,500 Series A Preferred Shares, tied to a March 16, 2026 Merger Agreement with Public Storage.
How many LTIP Units tied to NSA (NSA) were converted in the merger transactions?
A total of 109,828 LTIP Units were converted in connection with the Public Storage transactions. These time-based long term incentive plan units became Class A OP Units and, for certain 2026 grants, restricted common shares of beneficial interest before further merger-related conversions.
How are Tamara D. Fischer's NSA (NSA) securities held according to the reported information?
The securities are held by the Tamara Diane Fischer Trust dated 01/20/2021, for which she has or shares voting and/or investment power. She disclaims beneficial ownership of these securities except to the extent of her pecuniary interest in them.
Were the NSA (NSA) insider transactions executed under a Rule 10b5-1 trading plan?
These transactions are not marked as pursuant to a Rule 10b5-1 plan. The document-level Rule 10b5-1 checkbox is not selected, and the footnotes describe the activity as arising from the negotiated merger structure with Public Storage rather than from a pre-arranged trading plan.
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