National Storage Affiliates (NYSE: NSA) CAO updates holdings in merger
Rhea-AI Filing Summary
National Storage Affiliates Trust Chief Accounting Officer John Esbenshade reported merger-related equity restructurings tied to an Agreement and Plan of Merger with Public Storage. 6,705 LTIP Units were converted and eliminated, 25,901 Class A OP Units were disposed of, and 50 Series A preferred shares became the right to receive an equal number of Public Storage preferred shares.
He also received 2,599 restricted common shares upon LTIP conversion, while 2,649.501 common shares, including certain Restricted Shares, were surrendered to satisfy tax withholding in connection with a share exchange at a 0.1400 Exchange Ratio into Public Storage common shares plus cash in lieu of fractional shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 100.501 shares
Net Sell
5 txns
Insider
Esbenshade John
Role
Chief Accounting Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | LTIP Units F1, F4, F5, F6, F7 | 6,705 | -- | -- |
| Disposition | Class A OP Units F5, F6, F8, F7 | 25,901 | -- | -- |
| Conversion | Common shares of beneficial interest, $0.01 par value F1, F2 | 2,599 | -- | -- |
| Disposition | Common shares of beneficial interest, $0.01 par value F1, F2 | 2,649.501 | -- | -- |
| Disposition | Series A Preferred Shares F3 | 50 | -- | -- |
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);
Series A Preferred Shares — 0 shares (Direct)
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. 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.
- 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: 6,705 LTIP Units
Class A OP Units disposed: 25,901 Class A OP Units
Common shares acquired via conversion: 2,599 common shares
+3 more
6 metrics
LTIP Units converted
6,705 LTIP Units
Time-based LTIP Units converted and eliminated in merger-related transactions on 2026-07-22
Class A OP Units disposed
25,901 Class A OP Units
Class A OP Units disposed of with balance reported as zero on 2026-07-22
Common shares acquired via conversion
2,599 common shares
Restricted common shares received on conversion of 2026 time-based LTIP Units
Common shares surrendered for taxes
2,649.501 common shares
Common and Restricted Shares surrendered to satisfy statutory tax obligations
Series A preferred shares converted
50 shares
6.000% Series A cumulative redeemable preferred shares converted into rights to receive Public Storage Series T preferred shares
Exchange Ratio to Public Storage common
0.1400
Each NSA common share, including Restricted Shares, converted into 0.1400 Public Storage common shares plus cash for fractional shares
Key Terms
LTIP Unit, Class A OP Unit, Restricted Shares, Exchange Ratio, +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
"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.
Agreement and Plan of Merger financial
"In connection with the 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 transactions did NSA’s Chief Accounting Officer report on 2026-07-22?
NSA’s Chief Accounting Officer John Esbenshade reported merger-related conversions and dispositions on 2026-07-22, including LTIP Units, Class A OP Units, common shares and preferred shares. These changes reflect equity being exchanged or converted in connection with the Public Storage merger structure.
How were NSA LTIP Units treated for John Esbenshade in the NSA (NSA) report?
Time-based LTIP Units granted in 2026 were converted on a one-for-one basis into restricted NSA common shares, then the LTIP Unit position dropped to zero. Most other outstanding and unvested LTIP Units vested, while certain performance-based LTIP Units were deemed forfeited under the merger terms.
What happened to John Esbenshade’s Class A OP Units in NSA (NSA)?
He disposed of 25,901 Class A OP Units, leaving a reported balance of zero. Under the merger terms, each Class A OP Unit became the right to receive Public Storage OP units at the Exchange Ratio or, at the holder’s election, units in NSA OP JV, LLC.
Were NSA (NSA) insider transactions reported under a Rule 10b5-1 trading plan?
No. The Rule 10b5-1 checkbox in the report was not selected, and the footnotes do not describe any pre-arranged trading plan. The transactions are described instead as occurring pursuant to the Merger Agreement with Public Storage.
AI-generated analysis. How Rhea-AI works. Not financial advice.
