NSA (NYSE: NSA) director receives 5,056 restricted shares and converts LTIP Units

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

National Storage Affiliates Trust director Dominic M. Palazzo reported equity-related acquisitions made through a trust. On May 15, 2026, a trust associated with him received 5,056 restricted common shares at a reference price of $42.53 per share under the 2024 Equity Incentive Plan.

The restricted shares vest on the earlier of May 15, 2027, the day before the next annual shareholder meeting, or immediately prior to a defined merger effective time. On May 16, 2026, 8,606 LTIP Units were converted into 8,606 Class A OP Units, leaving 56,909 Class A OP Units and no LTIP Units held following the reported transactions.

Insider Trade Summary

17,212 shares exercised/converted

Mixed 3 txns

Insider Palazzo Dominic M

Role null

Type	Security	Shares	Price	Value
Conversion	LTIP Units	8,606	$0.00	--
Conversion	Class A OP Units	8,606	$0.00	--
Grant/Award	Common shares of beneficial interest, $0.01 par value	5,056	$42.53	$215K

Holdings After Transaction: LTIP Units — 0 shares (Indirect, See footnote); Class A OP Units — 56,909 shares (Indirect, See footnote); Common shares of beneficial interest, $0.01 par value — 5,056 shares (Indirect, See Footnote)

Footnotes (1)

Consists of 5,056 restricted common shares of beneficial interest, $0.01 par value of the Issuer ("Restricted Shares"). The Restricted Shares were granted to the Reporting Person under the Issuer's 2024 Equity Incentive Plan, and are scheduled to vest scheduled to vest the earlier of: (i) May 15, 2027, (ii) the calendar day immediately preceding the next annual meeting of shareholders or (iii) immediately prior to the Company Merger Effective Time (as such term is defined in that certain Agreement of Plan and Merger, dated as of March 16, 2026, by and among the Issuer, NSA OP, LP (the "Partnership"), Public Storage, Public Storage OP, L.P., Pelican Merger Sub I, LLC and Pelican Merger Sub II, LLC, as the same may be amended). The closing price of the Issuer's common shares of beneficial interest, $0.01 par value ("Shares") on May 14, 2026. The Reporting Person's total direct and indirect beneficial ownership following the reported transaction in this class of securities is 5,056 Shares. The 5,056 Shares does not include derivative securities of the Reporting Person that have been previously reported on the Reporting Person's Forms 3 and Forms 4. Held by Dominic Mario Palazzo TTEE Dominic Mario Palazzo Trust UTAD 02/10/2000 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. Long-term incentive plan units ("LTIP Units") in the Partnership, after achieving parity with Class A common units of limited partner interest in the Partnership ("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's agreement of limited partnership. Upon conversion of such vested parity LTIP Units into Class A OP Units, the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's Class A OP Units for cash in an amount equal to the market value of an equivalent number of Shares, or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments. Consists of 8,606 LTIP Units held by the Reporting Person which were converted into 8,606 Class A OP Units as described in footnote 5 above. The Reporting Person previously reported the 8,606 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 1 and 2 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 8,606 LTIP Units into 8,606 Class A OP Units. N/A The Reporting Person's total direct beneficial ownership following the reported transactions above is 56,909 Class A OP Units (which includes those Class A OP Units previously reported and the Class A OP Units reported herein) and 0 LTIP Units. The 56,909 Class A OP Units do not include non-derivative securities of the Reporting Person that were previously reported.

Key Figures

Restricted share grant: 5,056 shares Reference share price: $42.53 per share LTIP Units converted: 8,606 units +3 more

6 metrics

Restricted share grant 5,056 shares Restricted common shares granted on May 15, 2026 under 2024 Equity Incentive Plan

Reference share price $42.53 per share Closing price of common shares on May 14, 2026

LTIP Units converted 8,606 units LTIP Units converted into 8,606 Class A OP Units on May 16, 2026

Class A OP Units held 56,909 units Direct beneficial ownership of Class A OP Units after reported transactions

Common shares owned after grant 5,056 shares Total direct and indirect beneficial ownership in this class following the grant

Derivative exercises 17,212 units Total derivative exercise shares across two conversion transactions

Key Terms

Restricted Shares, LTIP Units, Class A OP Units, 2024 Equity Incentive Plan, +1 more

5 terms

Restricted Shares financial

"Consists of 5,056 restricted common shares of beneficial interest, $0.01 par value of the Issuer ("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.

LTIP Units financial

"Consists of 8,606 LTIP Units held by the Reporting Person which were converted into 8,606 Class A OP Units as described in footnote 5 above."

LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.

Class A OP Units financial

"Long-term incentive plan units ("LTIP Units") in the Partnership, after achieving parity with Class A common units of limited partner interest in the Partnership ("Class A OP Units"), are eligible to be converted."

2024 Equity Incentive Plan financial

"The Restricted Shares were granted to the Reporting Person under the Issuer's 2024 Equity Incentive Plan."

pecuniary interest financial

"The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein."

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 04:02 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^*

Palazzo Dominic M

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

X	Form 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)
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)
Common shares of beneficial interest, $0.01 par value⁽¹⁾	05/15/2026		A		5,056⁽¹⁾	A	$42.53⁽²⁾	5,056⁽¹⁾⁽³⁾	I	See Footnote⁽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)
LTIP Units⁽⁵⁾	⁽⁵⁾⁽⁶⁾	05/16/2026		C			8,606⁽⁷⁾	⁽⁵⁾⁽⁶⁾	⁽⁸⁾	Class A OP Units⁽⁵⁾⁽⁶⁾	8,606	⁽⁵⁾	0⁽⁵⁾⁽⁹⁾	I	See footnote⁽⁴⁾
Class A OP Units⁽⁵⁾	⁽⁵⁾⁽⁶⁾	05/16/2026		C		8,606⁽⁷⁾		⁽⁵⁾⁽⁶⁾	⁽⁸⁾	Common shares of beneficial interest, $0.01 par value⁽⁶⁾	8,606	⁽⁶⁾	56,909⁽⁵⁾⁽⁹⁾	I	See footnote⁽⁴⁾

Explanation of Responses:

1. Consists of 5,056 restricted common shares of beneficial interest, $0.01 par value of the Issuer ("Restricted Shares"). The Restricted Shares were granted to the Reporting Person under the Issuer's 2024 Equity Incentive Plan, and are scheduled to vest scheduled to vest the earlier of: (i) May 15, 2027, (ii) the calendar day immediately preceding the next annual meeting of shareholders or (iii) immediately prior to the Company Merger Effective Time (as such term is defined in that certain Agreement of Plan and Merger, dated as of March 16, 2026, by and among the Issuer, NSA OP, LP (the "Partnership"), Public Storage, Public Storage OP, L.P., Pelican Merger Sub I, LLC and Pelican Merger Sub II, LLC, as the same may be amended).

2. The closing price of the Issuer's common shares of beneficial interest, $0.01 par value ("Shares") on May 14, 2026.

3. The Reporting Person's total direct and indirect beneficial ownership following the reported transaction in this class of securities is 5,056 Shares. The 5,056 Shares does not include derivative securities of the Reporting Person that have been previously reported on the Reporting Person's Forms 3 and Forms 4.

4. Held by Dominic Mario Palazzo TTEE Dominic Mario Palazzo Trust UTAD 02/10/2000 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.

5. Long-term incentive plan units ("LTIP Units") in the Partnership, after achieving parity with Class A common units of limited partner interest in the Partnership ("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's agreement of limited partnership.

6. Upon conversion of such vested parity LTIP Units into Class A OP Units, the Reporting Person has the right to cause the Partnership to redeem all or a portion of the Reporting Person's Class A OP Units for cash in an amount equal to the market value of an equivalent number of Shares, or at the Issuer's option, Shares on a one-for-one basis, subject to certain adjustments.

7. Consists of 8,606 LTIP Units held by the Reporting Person which were converted into 8,606 Class A OP Units as described in footnote 5 above. The Reporting Person previously reported the 8,606 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 1 and 2 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 8,606 LTIP Units into 8,606 Class A OP Units.

8. N/A

9. The Reporting Person's total direct beneficial ownership following the reported transactions above is 56,909 Class A OP Units (which includes those Class A OP Units previously reported and the Class A OP Units reported herein) and 0 LTIP Units. The 56,909 Class A OP Units do not include non-derivative securities of the Reporting Person that were previously reported.

Remarks:

	Dominic M. Palazzo, by Zoya F. Afridi, his Attorney-in-fact	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did NSA director Dominic M. Palazzo report on this Form 4?

Dominic M. Palazzo reported equity acquisitions through a trust, including 5,056 restricted common shares granted on May 15, 2026 and the conversion of 8,606 LTIP Units into 8,606 Class A OP Units on May 16, 2026, all classified as acquisitions rather than open-market trades.

How many National Storage Affiliates (NSA) restricted shares were granted to the trust?

A trust associated with Dominic M. Palazzo received 5,056 restricted common shares. These were granted under the 2024 Equity Incentive Plan and are scheduled to vest on the earlier of May 15, 2027, the day before the next annual shareholder meeting, or immediately before a defined merger effective time.

What is the vesting schedule for the 5,056 restricted NSA shares?

The 5,056 restricted common shares vest on the earliest of three events: May 15, 2027; the calendar day immediately before the next annual shareholder meeting; or immediately prior to the Company Merger Effective Time defined in the March 16, 2026 merger agreement involving National Storage Affiliates Trust.

What LTIP Unit conversions did Dominic M. Palazzo report for NSA?

He reported that 8,606 LTIP Units were converted into 8,606 Class A OP Units. These LTIP Units, once they achieved parity with Class A OP Units, became eligible for one-for-one conversion under the partnership agreement, and the filing notes the conversion as a derivative security transaction.

What is Dominic M. Palazzo’s reported NSA Class A OP Unit holding after these transactions?

After the reported transactions, total direct beneficial ownership is 56,909 Class A OP Units and zero LTIP Units. This figure includes previously reported Class A OP Units and those reported in this filing, but excludes non-derivative securities previously reported in other National Storage Affiliates Trust filings.

How are the NSA shares and units held in relation to Dominic M. Palazzo personally?

The securities are held by a trust for which Dominic M. Palazzo has or shares voting and/or investment power. The filing states he disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, reflecting indirect ownership through the trust structure.