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National Storage Affiliates Trust (NYSE: NSA) deregisters unsold S-3 shelf securities after merger

(Neutral)
(Neutral)
Form Type
POSASR

Rhea-AI Filing Summary

National Storage Affiliates Trust, now succeeded by Pelican Merger Sub I, LLC, filed a post-effective amendment on Form S-3 to terminate its prior shelf registrations and deregister all securities that remain unsold. The affected registration statements include multiple Form S-3ASR shelves and a Form S-3 that had registered 37,762,568 Common Shares.

The amendment follows the closing of mergers under a March 16, 2026 Agreement and Plan of Merger, under which the trust merged into Merger Sub I and its operating partnership became an indirect subsidiary of Public Storage. With offerings terminated as of July 22, 2026, any common or preferred shares, depositary shares, warrants, rights, or debt securities previously registered but not sold are now removed from registration.

Positive

  • None.

Negative

  • None.
Common Shares Registered 37,762,568 Common Shares Registered on Form S-3, Registration No. 333-211974
Merger agreement date March 16, 2026 Date of Agreement and Plan of Merger among the company, Public Storage and affiliates
Merger completion and deregistration date July 22, 2026 Date the mergers were consummated and unsold securities were removed from registration
Registration No. 333-277750 Form S-3ASR shelf registration now subject to deregistration of unsold securities
Registration No. 333-253663 Form S-3ASR shelf registration now subject to deregistration of unsold securities
Registration No. 333-223654 Form S-3ASR shelf registration now subject to deregistration of unsold securities
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.
deregister regulatory
"being filed by the Company to deregister any and all unsold common shares"
Deregister is the act of removing a company’s securities from a public regulatory registry or ending their listing on a stock exchange; think of it like taking a car off public roads so it no longer needs public inspections. For investors, deregistration matters because it usually reduces required public disclosures, can make shares harder to buy or sell, and increases uncertainty about the company’s finances and governance due to lower transparency and liquidity.
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.
Agreement and Plan of Merger regulatory
"pursuant to an Agreement and Plan of Merger, dated 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.
Offering Type shelf

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FAQ

What did National Storage Affiliates Trust (NSA) change with this post-effective amendment?

The amendment deregisters all unsold securities under several Form S-3 and S-3ASR registration statements after the company’s merger into Pelican Merger Sub I, LLC and its affiliation with Public Storage.

Which registration statements for NSA are affected by this deregistration filing?

The filing covers Form S-3ASR registration numbers 333-277750, 333-253663, 333-223654 and Form S-3 registration numbers 333-211974 and 333-211570, removing all securities remaining unsold under each.

How many NSA common shares were registered under the affected S-3 statements?

One affected Form S-3 (Registration No. 333-211974) had registered 37,762,568 Common Shares. These, along with other registered instruments, are now subject to deregistration to the extent they remained unsold.

What corporate transaction triggered NSA’s deregistration of securities?

On July 22, 2026, National Storage Affiliates Trust completed mergers in which it was merged into Pelican Merger Sub I, LLC and its operating partnership became an indirect subsidiary of Public Storage, prompting termination of its securities offerings.

What types of securities are being deregistered for NSA in this filing?

The amendment removes any unsold Common Shares, Preferred Shares, depositary shares, warrants, rights to purchase common or preferred shares, and debt securities that had been registered under the listed Form S-3 and S-3ASR statements.

Who signed the NSA post-effective amendment and in what capacity?

The amendment was signed for Pelican Merger Sub I, LLC, as successor to National Storage Affiliates Trust, by Steven C. Babinski in his capacity as Assistant Secretary, relying on Rule 478 for single-signature effectiveness.

 

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.