National Storage Affiliates (NYSE: NSA) CFO reports merger-driven unit and share conversions
Rhea-AI Filing Summary
National Storage Affiliates Trust Chief Financial Officer Brandon Togashi reported merger-related equity changes tied to an Agreement and Plan of Merger with Public Storage. 110,209 LTIP Units were converted into Class A OP Units, and 227,132 Class A OP Units were converted or redeemed under that agreement. He also reported 16,962 common shares acquired and 17,212 common shares disposed, including Restricted Shares used to satisfy tax obligations, with the securities held indirectly through the Togashi Revocable Living Trust, for which beneficial ownership is disclaimed except for his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 250 shares
Net Sell
4 txns
Insider
Togashi Brandon
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | LTIP Units F1, F4, F5, F6, F7, F3 | 110,209 | -- | -- |
| Disposition | Class A OP Units F5, F6, F8, F7, F3 | 227,132 | -- | -- |
| Conversion | Common shares of beneficial interest, $0.01 par value F1, F2, F3 | 16,962 | -- | -- |
| Disposition | Common shares of beneficial interest, $0.01 par value F1, F2, F3 | 17,212 | -- | -- |
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)
Footnotes (8)
- 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 BRANDON S TOGASHI & CHELSEA A HILSENDAGER CO TTEES THE TOGASHI REV LIV TR U/A/D 06/04/2021 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. 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.
- F5. 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.
- F6. 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.
- F7. N/A.
- F8. 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 4 above).
Key Figures
LTIP Units converted: 110,209 LTIP Units
Class A OP Units disposed: 227,132 Class A OP Units
Common shares acquired: 16,962 common shares
+3 more
6 metrics
LTIP Units converted
110,209 LTIP Units
Converted into Class A OP Units on 2026-07-22 under merger terms
Class A OP Units disposed
227,132 Class A OP Units
Reported as disposition to issuer and exchanged or redeemed per Merger Agreement
Common shares acquired
16,962 common shares
Reported as acquired through conversion of derivative securities on 2026-07-22
Common shares disposed
17,212 common shares
Reported as disposition to issuer on 2026-07-22; notes cite tax obligations on vesting
Share exchange ratio
0.1400
Public Storage common shares received per NSA common share under the Merger Agreement
NSA OP JV equity stake
80%
Equity of the joint venture with Public Storage held by NSA OP JV, LLC
Key Terms
LTIP Units, Class A OP Unit, Restricted Shares, Exchange Ratio, +2 more
6 terms
LTIP Units financial
"each outstanding time-based long term incentive plan unit ("LTIP Unit") of NSA OP, LP"
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 Unit financial
"converted into one Class A unit of limited partnership interest in the Partnership ("Class A OP Unit")"
Exchange Ratio financial
"were 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")"
Agreement and Plan of Merger financial
"transactions contemplated by the Agreement and Plan of Merger, dated as of March 16, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
FAQ
What insider transactions did NSA CFO Brandon Togashi report on July 22, 2026?
He reported conversions and dispositions of LTIP Units, Class A OP Units, and common shares tied to a merger with Public Storage. The activity included 110,209 LTIP Units converted, 227,132 Class A OP Units disposed, and offsetting common share issuances and surrenders, all reflected as indirect holdings.
How is the Public Storage merger reflected in National Storage Affiliates (NSA) insider activity?
Equity changes stem from an Agreement and Plan of Merger involving NSA and Public Storage. Common shares, including Restricted Shares, were converted into the right to receive 0.1400 Public Storage common shares plus cash for fractional shares, and partnership units were exchanged or redeemed under the same terms.
How many NSA Class A OP Units were affected in Brandon Togashi’s reported transactions?
He reported 227,132 Class A OP Units as a disposition to the issuer in connection with the merger structure. Under the merger terms, each such unit became the right to receive Public Storage OP units or, at the holder’s election, a unit in NSA OP JV, LLC.
Were Brandon Togashi’s NSA securities held directly or through another entity?
The reported securities are held by the Togashi Revocable Living Trust, for which he has or shares voting or investment power. He formally disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the trust’s holdings.
Did NSA CFO Brandon Togashi use a Rule 10b5-1 trading plan for these transactions?
The Rule 10b5-1 checkbox for these transactions was not marked, and the explanatory notes do not reference any trading plan. The reported equity changes are described instead as arising from the merger mechanics with Public Storage and related vesting and tax obligations.
AI-generated analysis. How Rhea-AI works. Not financial advice.
