National Storage Affiliates Tr SEC Filings

Public Storage reported first-quarter 2026 results and updated 2026 guidance. Net income per diluted share was $2.71 and Core FFO per share was $4.22 for the quarter. The company announced a pending all‑stock acquisition of National Storage Affiliates (enterprise value ~$10.5 billion) expected to add $0.35 to $0.50 to Core FFO per share at stabilization. Public Storage completed a $500 million senior note offering at 5.00% and reported $10.1 billion total indebtedness and approximately $1.9 billion liquidity as of March 31, 2026. Management reaffirmed 2026 Core FFO per share guidance of $16.35–$17.00.

National Storage Affiliates Trust filed an amendment to its annual report to add Part III details on board composition, governance and executive compensation, without updating prior financial statements.

The company has an 11‑member board with eight independent trustees, an average tenure of 6.8 years and a skills matrix emphasizing self storage, REIT, real estate, finance and digital marketing expertise. Leadership roles are split among an executive chairperson, a vice chairperson, a CEO/president and a lead independent trustee.

Independent trustees received base cash of $70,000 plus $120,000 in equity for 2025, with additional committee retainers and total independent trustee pay of about $1.65 million. Most chose to receive cash fees in LTIP units. Named executive officers’ 2025 compensation combined salary, annual incentive bonuses and LTIP unit awards, with the CEO receiving about $4.0 million and the executive chairperson about $1.6 million.

Roughly 84% of the CEO’s target pay and 75% of other NEOs’ pay were at risk, heavily tied to Company performance. Annual cash bonuses used metrics such as Same Store NOI growth, Core FFO per share growth, acquisitions and dispositions, strategic initiatives and individual goals, and were paid at 68% of target. Long‑term incentives were primarily performance‑based LTIP units linked to three‑year relative total shareholder return versus the MSCI US REIT Index and a self‑storage REIT peer group, plus time‑based LTIP units.

The filing also describes board committees, risk oversight (including cybersecurity governance), a majority voting and resignation policy for trustees, equity ownership guidelines (with senior leaders holding well above required levels), an insider trading and anti‑hedging policy, and a clawback policy for erroneously awarded incentive pay.

National Storage Affiliates Trust reports that The Vanguard Group holds 0% of Common Stock, amounting to 0 shares. The filing states that on January 12, 2026 Vanguard completed an internal realignment and began disaggregated reporting under SEC Release No. 34-39538. The amendment lists Vanguard's address and is signed by Ashley Grim, Head of Global Fund Administration, on 03/27/2026.

National Storage Affiliates Trust notified employees about the proposed merger with Public Storage and summarized how employee pay and benefits would be treated if the merger closes. Equity awards that are unvested immediately before closing will vest and be treated as common shares for merger consideration; 2026 performance-based Partnership LTIP Units will be cancelled without payment.

Eligible corporate employees may receive a prorated FY 2026 annual cash bonus based on target pay and days elapsed in the year, with payment tied to post‑closing employment or termination without cause and execution of a release. The communication explains a new Severance Plan that will treat the merger as a change in control, sets severance formulas for corporate and field participants (tiered weeks of pay and housing amounts), and states that severance is paid after a required release. The notice includes standard forward‑looking disclaimers and says a Form S-4/Proxy Statement/Prospectus will be filed with the SEC.

Arlen D. Nordhagen, vice chairperson of National Storage Affiliates Trust, filed Amendment No. 1 to a Schedule 13D reporting beneficial ownership of 6,501,126 common shares on an as‑converted basis, representing about 8.43% of the company’s common shares as of March 17, 2026.

His stake includes directly held common shares, operating partnership units, DownREIT units, and long-term incentive plan units, many of which are exchangeable into common shares on a one‑for‑one basis under specified conditions. He also has or shares voting and investment power over certain preferred shares and additional common shares held by his spouse and a charitable foundation, though he disclaims beneficial ownership of some of these holdings.

The filing discloses that on March 16, 2026, National Storage Affiliates Trust entered into a Merger Agreement involving Public Storage and related entities, providing for a series of mergers at the company and partnership levels. Concurrently, Nordhagen and affiliated entities signed an Election and Support Agreement with Public Storage, committing to vote all common shares and Class A OP units they beneficially own in favor of the mergers and to elect to have at least 50% of their Class A OP units redeemed pursuant to a Special Redemption and converted into units in a dropdown joint venture, subject to completion of the mergers.

National Storage Affiliates Trust (NSA) sent an OP unitholder FAQ on March 18, 2026 describing the proposed acquisition by Public Storage and related procedural matters. The communication reiterates forward-looking statement cautions, explains that Public Storage intends to file a Registration Statement on Form S-4, and states that a definitive Proxy Statement/Prospectus will be mailed to NSA security holders.

The FAQ directs holders to review the Registration Statement, the Proxy Statement/Prospectus and other SEC filings at www.sec.gov and NSA’s and Public Storage’s investor relations websites for complete information.

National Storage Affiliates Trust (NSA) agreed to merge with Public Storage. Under the Merger Agreement, each Company common share will convert into 0.1400 Parent common shares. The merger contemplates a related Dropdown JV holding contributed properties valued at approximately $3.2B with expected debt of about $2.2B, and an 80%/20% equity split between certain Partnership limited partners and a Parent subsidiary.

The agreement includes a termination fee of $201,966,000, customary closing conditions (including shareholder/unitholder approvals and an effective Form S-4), dividend limitations during the agreement (regular quarterly Company dividends up to $0.57 per share per quarter), and specified executive one-time Transaction Bonuses totaling material amounts to named executives payable at Closing.

National Storage Affiliates Trust entered into a definitive agreement to be acquired by Public Storage through a two‑step merger involving both the REIT and its operating partnership. At closing, each NSA common share will convert into 0.1400 Public Storage common shares, plus cash in lieu of fractional shares.

The company’s Series A and B preferred shares will convert one-for-one into new Public Storage preferred shares with materially unchanged rights. Operating partnership units will generally receive 0.1400 Parent OP units or, for accredited investors, interests in a new $3.2 billion real estate joint venture expected to carry about $2.2 billion of debt and targeted annual cash distributions of at least $2.28 per unit for the first three years.

The merger requires NSA shareholder and OP unitholder approvals, effectiveness of a Form S‑4, and NYSE listing of new Public Storage securities. NSA agreed to customary no‑shop provisions, a potential termination fee of $201,966,000, dividend caps, and transaction-related executive cash bonuses payable at closing.

Public Storage and National Storage Affiliates Trust entered into a definitive merger agreement to combine the companies through a two-step merger structure. Each NSA common share will convert into 0.1400 Parent common shares (the Exchange Ratio). Certain NSA assets will be contributed to a newly formed Dropdown JV with assets valued at approximately $3.2 billion and expected debt of approximately $2.2 billion. As part of the transaction, up to $800 million of Partnership OP Units will be redeemed to create a Dropdown JV equity value of $1.0 billion, with 80% of Dropdown JV common equity held by certain limited partners and 20% held by a Parent subsidiary. Parent committed financing includes up to $2.0 billion of senior unsecured bridge loans and approximately $2.0 billion of mortgage/mezzanine bridge loans for the Dropdown JV. The merger agreement includes a termination fee of $201,966,000 and a outside date of December 16, 2026. Dividends and distributions are constrained during the agreement term, subject to enumerated exceptions.