National Storage Affiliates (NYSE: NSA) clears unsold S-3 securities after merger

Rhea-AI Filing Summary

Pelican Merger Sub I, LLC, as successor by merger to National Storage Affiliates Trust, is deregistering all remaining unsold securities under five existing shelf and registration statements on Form S‑3 and S‑3ASR. These include prior shelves that covered common shares, preferred shares, depositary shares, warrants, rights and debt securities, plus a Form S‑3 that registered 37,762,568 Common Shares.

The change follows completion of a series of mergers effective July 22, 2026 under a March 16, 2026 merger agreement. National Storage Affiliates Trust merged into Pelican Merger Sub I, which survives as a wholly owned direct subsidiary of Public Storage, and a related merger made NSA OP, LP an indirect subsidiary of Public Storage. Because of these mergers, all offerings under the affected registration statements are terminated and any securities registered but unsold as of July 22, 2026 are removed from registration.

Key Figures

Common Shares registered: 37,762,568 Common Shares Merger agreement date: March 16, 2026 Mergers effective date: July 22, 2026 +3 more

6 metrics

Common Shares registered 37,762,568 Common Shares Registered on Form S-3 Registration No. 333-211974 filed June 10, 2016

Merger agreement date March 16, 2026 Agreement and Plan of Merger among National Storage Affiliates Trust, NSA OP, LP, Public Storage entities and merger subsidiaries

Mergers effective date July 22, 2026 Date on which the Company Merger and Partnership Merger were consummated

Registration No. 333-277750 Form S-3ASR registering an indeterminate number of securities now being deregistered if unsold

Registration No. 333-253663 Form S-3ASR registering an indeterminate number of securities now being deregistered if unsold

Registration No. 333-223654 Form S-3ASR registering an indeterminate number of securities now being deregistered if unsold

Key Terms

Post-Effective Amendment, Form S-3ASR, depositary shares, shares of beneficial interest, +1 more

5 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment to the following registration statements on Form S-3ASR and Form S-3"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Form S-3ASR regulatory

"registration statements on Form S-3ASR and Form S-3 (the “Registration Statements”)"

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

depositary shares financial

"depositary shares representing entitlement to all rights and preferences of fractions of preferred shares"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

shares of beneficial interest financial

"common shares of beneficial interest, par value $0.01 per share (“Common Shares”)"

Rule 478 regulatory

"in reliance upon Rule 478 under the Securities Act of 1933, as amended"

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Available on EDGAR 07/22/2026 - 06:58 PM Accepted by SEC EDGAR 07/22/2026 - 05:19 PM Learn about SEC filing dates

FAQ

What does NSA's post-effective amendment filed by Pelican Merger Sub I, LLC do?

The amendment deregisters all unsold securities previously registered on five Form S‑3 and S‑3ASR statements, including 37,762,568 Common Shares and various shelf securities, following termination of offerings after the completion of mergers involving National Storage Affiliates Trust.

Why is National Storage Affiliates Trust (NSA) deregistering securities on these S-3 statements?

Deregistration occurs because mergers were completed on July 22, 2026, after which National Storage Affiliates Trust ceased as a standalone issuer. As a result, all offerings under its S‑3 and S‑3ASR registration statements are terminated and unsold securities are removed from registration.

Which registration statements are affected in this NSA (NSA) post-effective amendment?

The filing covers Form S‑3ASR statements with Registration Nos. 333‑277750, 333‑253663 and 333‑223654, and Form S‑3 statements with Registration Nos. 333‑211974 and 333‑211570, collectively deregistering any securities that remained unsold as of July 22, 2026.

How is Public Storage involved in the NSA (NSA) deregistration filing?

Under a March 16, 2026 merger agreement, National Storage Affiliates Trust merged into Pelican Merger Sub I, a direct wholly owned subsidiary of Public Storage, and NSA OP, LP became an indirect subsidiary of Public Storage, triggering termination of NSA’s prior securities offerings.

What specific securities were registered under NSA’s Form S-3 No. 333-211974?

Form S‑3 Registration No. 333‑211974, filed June 10, 2016, registered 37,762,568 Common Shares of National Storage Affiliates Trust. Any portion of these common shares that remained unsold as of July 22, 2026 is now being removed from registration.

Does this NSA (NSA) filing register new securities or affect current investors’ holdings?

The amendment does not register new securities; it only removes from SEC registration those securities previously registered but unsold. It implements undertakings in the original S‑3s after offerings ended due to mergers, without revising terms of already issued securities.

As filed with the Securities and Exchange Commission on July 22, 2026

Registration No. 333-277750

Registration No. 333-253663

Registration No. 333-223654

Registration No. 333-211974

Registration No. 333-211570

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-3

POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-277750

POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-253663

POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-223654

POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-211974

POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-211570

UNDER

THE SECURITIES ACT OF 1933

NATIONAL STORAGE AFFILIATES TRUST

(Pelican Merger Sub I, LLC, as successor by merger to National Storage Affiliates Trust)

(Exact name of registrant as specified in its charter)

State of Maryland		93-2834996
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Public Storage
2811 Internet Boulevard
Frisco, Texas 75034
(469) 649-9486

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Nathaniel A. Vitan
Chief Legal Officer and Corporate Secretary
Public Storage
2811 Internet Boulevard
Frisco, Texas 75034
(469) 649-9486

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Adam O. Emmerich, Esq.

Kyle M. Diamond, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

Approximate date of commencement of proposed sale to the public: Not applicable

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 431(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x		Accelerated filer	¨
Non-accelerated filer	¨		Smaller reporting company	¨
			Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) to the following registration statements on Form S-3ASR and Form S-3 (the “Registration Statements”) filed by Pelican Merger Sub I, LLC (“Merger Sub I”), as successor by merger to National Storage Affiliates Trust (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) are being filed by the Company to deregister any and all unsold common shares of beneficial interest, par value $0.01 per share (“Common Shares”), preferred shares of beneficial interest, par value $0.01 per share (the “Preferred Shares”) and any and all other securities registered but unsold or otherwise unissued as of the date hereof under the Registration Statements:

·	Registration Statement on Form S-3ASR (Registration No. 333-277750), filed on March 7, 2024 with the SEC, registering an indeterminate number of (i) Common Shares; (ii) Preferred Shares; (iii) depositary shares representing entitlement to all rights and preferences of fractions of preferred shares of a specified class or series and represented by depositary receipts; (iv) warrants to purchase common shares, preferred shares or depositary shares; (v) rights to purchase common shares or preferred shares; and (vi) debt securities.
·	Registration Statement on Form S-3ASR (Registration No. 333-253663), filed on February 26, 2021 with the SEC, registering an indeterminate number of (i) Common Shares; (ii) Preferred Shares; (iii) depositary shares representing entitlement to all rights and preferences of fractions of preferred shares of a specified class or series and represented by depositary receipts; (iv) warrants to purchase common shares, preferred shares or depositary shares; (v) rights to purchase common shares or preferred shares; and (vi) debt securities.
·	Registration Statement on Form S-3ASR (Registration No. 333-223654), filed on March 14, 2018 with the SEC, registering an indeterminate number of (i) Common Shares; (ii) Preferred Shares; (iii) depositary shares representing entitlement to all rights and preferences of fractions of preferred shares of a specified class or series and represented by depositary receipts; (iv) warrants to purchase common shares, preferred shares or depositary shares; (v) rights to purchase common shares or preferred shares; and (vi) debt securities.
·	Registration Statement on Form S-3 (Registration No. 333-211974), filed on June 10, 2016 with the SEC, registering 37,762,568 Common Shares.
·	Registration Statement on Form S-3 (Registration No. 333-211570), filed on May 25, 2016 with the SEC, as amended by Amendment No. 1, filed on June 6, 2016 with the SEC, registering an indeterminate number of (i) Common Shares; (ii) Preferred Shares; (iii) depositary shares representing entitlement to all rights and preferences of fractions of preferred shares of a specified class or series and represented by depositary receipts; (iv) warrants to purchase common shares, preferred shares or depositary shares; (v) rights to purchase common shares or preferred shares; and (vi) debt securities.

On July 22, 2026, pursuant to an Agreement and Plan of Merger, dated March 16, 2026, by and among the Company, NSA OP, LP (the “Partnership”), Public Storage, Public Storage OP, L.P., Merger Sub I, and Pelican Merger Sub II, LLC (“Merger Sub II”), (a) the Company merged with and into Merger Sub I (the “Company Merger”), with Merger Sub I surviving the Company Merger as a wholly owned direct subsidiary of Public Storage, and (b) following the Company Merger, Merger Sub II merged with and into the Partnership (the “Partnership Merger” and, together with the Company Merger, the “Mergers”), with the Partnership surviving the Partnership Merger as an indirect subsidiary of Public Storage.

As a result of the consummation of the Mergers, the Company is terminating all offerings of its securities pursuant to each Registration Statement by filing this Post-Effective Amendment. In accordance with undertakings made by the Company in each Registration Statement to remove from registration, by means of a post-effective amendment, any and all of the Company’s securities that had been registered under the Registration Statement that remain unsold at the termination of the offerings, the Company hereby removes from registration any and all securities that were registered under the Registration Statements that remain unsold as of July 22, 2026. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized in City of Frisco, in the State of Texas, on July 22, 2026.

Pelican Merger Sub I, LLC, as successor by merger to National Storage Affiliates Trust
By:	/s/ Steven C. Babinski
Name:	Steven C. Babinski
Title:	Assistant Secretary

No other person is required to sign this Post-Effective Amendment to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Securities Act of 1933, as amended.