STOCK TITAN

Public Storage (NYSE: PSA) completes NSA acquisition and builds $3.2B joint venture

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Public Storage completed its acquisition of National Storage Affiliates Trust, issuing approximately 11,200,000 Public Storage common shares, 9,569,557 new 6.000% Cumulative Preferred Shares, Series T, and 5,668,128 new 6.000% Cumulative Preferred Shares, Series U to former NSA security holders, based on an exchange ratio of 0.14 Public Storage common share per NSA common share.

The transaction also converted NSA preferred shares and operating partnership units into corresponding Public Storage preferred shares and Public Storage OP Units, and created a Dropdown joint venture holding 313 properties valued at approximately $3.2 billion. That JV incurred about $2.0 billion of secured mortgage financing and $237 million of mezzanine financing, while legacy NSA limited partners hold 80% of the JV’s common equity and a Public Storage subsidiary holds 20%. Public Storage states it expects the deal to be accretive to FFO per share within the first year and, after realizing an estimated $110–$130 million of run-rate synergies over three to four years, to add approximately $0.35–$0.50 per share.

Positive

  • Acquisition expands platform to over 4,500 properties and 327 million rentable square feet across the United States.
  • Company expects the NSA deal to add $0.35–$0.50 FFO per share after achieving $110–$130M run-rate synergies.
  • Dropdown JV structure gives Public Storage a 20% stake and fee-earning management of a $3.2B property portfolio.

Negative

  • None.

Filing Explained

Public Storage has a specified mortgage-loan guaranty, and the joint venture’s secured debt is scheduled to mature in August 2027 unless extended.

This 8-K records the July 22 closing of the merger and a new structural obligation: a Public Storage subsidiary provided a limited non-recourse carveout guaranty for specified losses under the mortgage loan. The guaranty can create springing recourse for specified events, while the mortgage loan matures in August 2027 unless extended; the mezzanine loan matures five business days after that maturity or its initial refinancing.

At the partnership level, former NSA holders received approximately 4,100,000 Public Storage OP Units and 660,371 Series T-1 preferred units; 19,193,490 NSA OP Units were redeemed for interests in the aggregator holding 80% of the joint venture's equity.

The replacement preferred securities and partnership preferred units have rights, preferences, privileges and voting powers that the filing says are materially unchanged from the corresponding NSA securities.

The August 2027 mortgage maturity, unless extended, is the next disclosed financing milestone for the joint venture's secured debt and the related mezzanine maturity.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Exchange Ratio 0.14 Public Storage common share per NSA common share Merger consideration for each NSA common share at closing
Common Shares Issued 11,200,000 Public Storage Common Shares Issued to former holders of NSA common shares and equity awards on the Closing Date
Series T Preferred Shares Issued 9,569,557 Public Storage Series T Preferred Shares Issued to former holders of NSA 6.000% Series A preferred shares
Series U Preferred Shares Issued 5,668,128 Public Storage Series U Preferred Shares Issued to former holders of NSA 6.000% Series B preferred shares
Dropdown JV Asset Value $3.2 billion Value of 313 real estate assets contributed to the Dropdown JV
Mortgage Loan Amount $2.0 billion Secured mortgage financing to the Dropdown JV from Goldman Sachs Bank USA and Wells Fargo
Mezzanine Loan Amount $237 million Mezzanine financing provided to the Dropdown JV by a Public Storage subsidiary
NSA OP Units Redeemed 19,193,490 NSA OP Units Aggregate NSA OP Units redeemed in the Special Redemption for interests in the Dropdown JV aggregator
Dropdown JV financial
"entered into a joint venture (the “Dropdown JV”) with certain holders"
Special Redemption financial
"Pursuant to the Special Redemption, which was consummated in accordance"
cumulative redeemable preferred shares financial
"each 6.000% Series A cumulative redeemable preferred share of beneficial interest"
Cumulative redeemable preferred shares are a type of stock that pays regular dividends which, if skipped, accumulate and must be paid later; think of it like an interest-bearing note where missed payments pile up. The redeemable feature means the issuer can (or sometimes must) buy the shares back at a preset price or date, so investors get a clearer path to getting their money back. These features matter because they provide steadier income than common stock and a higher claim on payouts, but they also carry the issuer’s repayment risk and limited upside.
mezzanine financing financial
"approximately $237 million in mezzanine financing from a subsidiary of Public Storage"
Mezzanine financing is a hybrid form of capital that sits between a company’s senior loan and its ownership, typically structured as a subordinated loan or convertible instrument that pays higher interest and may include rights to convert into equity. Think of it like a second mortgage or a booster seat: it carries more risk than the main loan but is less permanent than selling shares. It matters to investors because it can boost returns for lenders, increase a company’s debt burden, and potentially dilute equity if converted, influencing risk and reward.
Limited Guaranty financial
"a subsidiary of Public Storage provided a customary limited non-recourse carveout guaranty"
FFO per share financial
"expects the acquisition to be accretive to FFO per share within the first year"
FFO per share measures how much cash a property company’s core operations generate for each outstanding share during a reporting period; it’s calculated by taking funds from operations (which adds back certain non‑cash items like depreciation) and dividing by the number of shares. Investors treat it like a “cash paycheck” per share that helps assess dividend sustainability and compare the operating health of real‑estate companies when traditional accounting profit can be skewed by non‑cash charges.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What are the main terms of Public Storage’s (PSA) acquisition of National Storage Affiliates?

Public Storage acquired NSA in an all-stock transaction where each NSA common share received 0.14 of a Public Storage common share. NSA preferred shares and OP units were converted into new Public Storage preferred shares and operating partnership units with materially unchanged rights.

How many new Public Storage shares were issued in the NSA merger?

On closing, Public Storage issued approximately 11,200,000 common shares, 9,569,557 Series T preferred shares, and 5,668,128 Series U preferred shares to former NSA common and preferred shareholders as part of the merger consideration.

What is the Dropdown JV created in the Public Storage (PSA) and NSA transaction?

The Dropdown JV is a joint venture holding 313 properties valued at about $3.2 billion. Legacy NSA operating partnership investors own 80% of the JV’s common equity through an aggregator, while a Public Storage subsidiary owns the remaining 20% and manages the assets.

What financing did the Dropdown JV obtain at the closing of the NSA acquisition?

Immediately after closing, the Dropdown JV incurred about $2.0 billion in secured mortgage financing from Goldman Sachs Bank USA and Wells Fargo and $237 million in mezzanine financing from a Public Storage subsidiary, maturing initially in August 2027 for the mortgage loan.

How is the NSA acquisition expected to affect Public Storage’s (PSA) FFO per share?

Public Storage states it expects the acquisition to be accretive to FFO per share within the first year. It further expects accretion to rise to about $0.35–$0.50 per share once an estimated $110–$130 million of run-rate synergies are realized over three to four years.

What did NSA operating partnership unitholders receive in the Public Storage (PSA) Partnership Merger?

Subject to a Special Redemption, each NSA OP Unit converted into Public Storage OP Units at the 0.14 exchange ratio, with about 4,100,000 Public Storage OP Units and 660,371 Series T‑1 Preferred Units issued to former NSA OP unitholders.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 21, 2026

 

 

Public Storage

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland   001-33519   93-2834996
(State or Other Jurisdiction
of Incorporation)
 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

 

2811 Internet Boulevard, Frisco, Texas   75034
(Address of Principal Executive Offices)   (Zip Code)

(469) 649-9486

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Class

 

Trading
Symbol

 

Name of exchange

on which registered

Common Shares, $0.10 par value   PSA   New York Stock Exchange
Depositary Shares, Each Representing 1/1,000 of a 5.150% Cum Pref Share, Series F, $0.01 par value   PSAPrF   New York Stock Exchange
Depositary Shares, Each Representing 1/1,000 of a 5.050% Cum Pref Share, Series G, $0.01 par value   PSAPrG   New York Stock Exchange
Depositary Shares, Each Representing 1/1,000 of a 5.600% Cum Pref Share, Series H, $0.01 par value   PSAPrH   New York Stock Exchange
Depositary Shares, Each Representing 1/1,000 of a 4.875% Cum Pref Share, Series I, $0.01 par value   PSAPrI   New York Stock Exchange
Depositary Shares, Each Representing 1/1,000 of a 4.700% Cum Pref Share, Series J, $0.01 par value   PSAPrJ   New York Stock Exchange
Depositary Shares, Each Representing 1/1,000 of a 4.750% Cum Pref Share, Series K, $0.01 par value   PSAPrK   New York Stock Exchange
Depositary Shares, Each Representing 1/1,000 of a 4.625% Cum Pref Share, Series L, $0.01 par value   PSAPrL   New York Stock Exchange
Depositary Shares, Each Representing 1/1,000 of a 4.125% Cum Pref Share, Series M, $0.01 par value   PSAPrM   New York Stock Exchange
Depositary Shares, Each Representing 1/1,000 of a 3.875% Cum Pref Share, Series N, $0.01 par value   PSAPrN   New York Stock Exchange
Depositary Shares, Each Representing 1/1,000 of a 3.900% Cum Pref Share, Series O, $0.01 par value   PSAPrO   New York Stock Exchange
Depositary Shares, Each Representing 1/1,000 of a 4.000% Cum Pref Share, Series P, $0.01 par value   PSAPrP   New York Stock Exchange
Depositary Shares, Each Representing 1/1,000 of a 3.950% Cum Pref Share, Series Q, $0.01 par value   PSAPrQ   New York Stock Exchange
Depositary Shares, Each Representing 1/1,000 of a 4.000% Cum Pref Share, Series R, $0.01 par value   PSAPrR   New York Stock Exchange
Depositary Shares, Each Representing 1/1,000 of a 4.100% Cum Pref Share, Series S, $0.01 par value   PSAPrS   New York Stock Exchange
6.000% Cum Pref Shares, Series T, par value $0.01 per share   PSAPrT   New York Stock Exchange
6.000% Cum Pref Shares, Series U, par value $0.01 per share   PSAPrU   New York Stock Exchange
Guarantee of 0.875% Senior Notes due 2032 issued by Public Storage Operating Company   PSA/32   New York Stock Exchange
Guarantee of 0.500% Senior Notes due 2030 issued by Public Storage Operating Company   PSA/30   New York Stock Exchange
Guarantee of 3.500% Senior Notes due 2034 issued by Public Storage Operating Company   PSA/34   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

 

 
 


Introductory Note

On July 22, 2026 (the “Closing Date”), Public Storage, a Maryland real estate investment trust (“Public Storage”), announced the completion of its previously announced acquisition of National Storage Affiliates Trust, a Maryland real estate investment trust (“NSA”), pursuant to that certain Agreement and Plan of Merger, dated as of March 16, 2026 (the “Merger Agreement”), by and among NSA, NSA OP, LP, a Delaware limited partnership (“NSA OP”), Public Storage, Public Storage OP, L.P., a Delaware limited partnership (“PSA OP”), Pelican Merger Sub I, LLC, a Maryland limited liability company and a wholly owned subsidiary of Public Storage (“Merger Sub I”), and Pelican Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of PSA OP (“Merger Sub II”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.

In connection with the completion of the transactions contemplated by the Merger Agreement: (i) NSA OP consummated the Dropdown JV Contribution pursuant to the Dropdown JV Contribution Agreement, (ii) following the consummation of the Dropdown JV Contribution, NSA merged with and into Merger Sub I, with Merger Sub I continuing as the surviving company (the “Company Merger”), (iii) following the consummation of the Company Merger, the Dropdown JV Financing was consummated as contemplated therein, (iv) following the consummation of the transactions described in (i), (ii) and (iii) above, the redemption of Class A OP Units of NSA OP (the “NSA OP Units”) pursuant to the Special Redemption was consummated immediately prior to the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), and (v) Merger Sub II merged with and into NSA OP, with NSA OP continuing as the surviving limited partnership (the “Partnership Merger” and, together with the Company Merger, the “Mergers”).

 

Item 1.01

Entry into a Material Definitive Agreement.

On July 21, 2026, PSA OP entered into an amendment (the “PSA OP Agreement Amendment”) to its Amended and Restated Agreement of Limited Partnership to designate the terms of the 6.000% Series T Cumulative Redeemable Preferred Units of PSA OP (the “PSA OP Series T Preferred Units”) and the 6.000% Series U Cumulative Redeemable Preferred Units of PSA OP (the “PSA OP Series U Preferred Units”) that were issued to Public Storage in connection with the issuance by Public Storage of Public Storage Series T Preferred Shares and Public Storage Series U Preferred Shares. The PSA OP Series T Preferred Units and the PSA OP Series U Preferred Units, which pursuant to the Partnership Merger were issued at the Partnership Merger Effective Time upon conversion of NSA OP’s 6.000% Series A Cumulative Redeemable Preferred Units (“NSA OP Series A Preferred Units”) and NSA OP’s Series B Cumulative Redeemable Preferred Units (“NSA OP Series B Preferred Units”), have rights, preferences, privileges and voting powers that are materially unchanged from those of the NSA OP Series A Preferred Units and NSA OP Series B Preferred Units. The PSA OP Agreement Amendment also designates the terms of the 6.000% Series T-1 Cumulative Redeemable Preferred Units of PSA OP (the “PSA OP Series T-1 Preferred Units” and, together with the PSA OP Series T Preferred Units and the PSA OP Series U Preferred Units, the “PSA OP Preferred Units”) that were issued to holders of NSA OP’s 6.000% Series A-1 Cumulative Redeemable Preferred Units (“NSA OP Series A-1 Preferred Units” and, together with the NSA OP Series A Preferred Units and the NSA OP Series B Preferred Units, the “NSA OP Preferred Units”) in the Partnership Merger. The rights, preferences, privileges and voting powers of the PSA OP Series T-1 Preferred Units are materially unchanged from those of the NSA OP Series A-1 Preferred Units.

The foregoing description of the PSA OP Agreement Amendment does not purport to be complete and is qualified in its entirety by the full text of the PSA OP Agreement Amendment, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, at the effective time of the Company Merger (the “Company Merger Effective Time”), (i) each common share of beneficial interest, par value $0.01 per share, of NSA (each, an “NSA Common Share”) issued and outstanding immediately prior to the Company Merger Effective Time was 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 (“Public Storage Common Shares”) and cash in lieu of fractional shares, (ii) each 6.000% Series A cumulative redeemable preferred share of beneficial interest, par value $0.01 per share, of NSA (each, an “NSA Series A Preferred Share”) issued and outstanding immediately prior to the Company Merger Effective Time was converted into the right to receive one newly issued 6.000% Cumulative Preferred Share, Series T, par value $0.01 per share, of Public Storage (each, a “Public Storage Series T Preferred Share”), having rights, preferences, privileges and voting powers that are materially unchanged from those of the NSA Series A Preferred Shares, (iii) each 6.000% Series B cumulative redeemable preferred share of beneficial interest, par value $0.01 per share, of NSA (each, an “NSA Series B Preferred Share”) issued and outstanding immediately prior to the Company Merger Effective Time was converted into the right to receive one newly issued 6.000% Cumulative Preferred Share, Series U, par value $0.01 per share, of Public Storage (each, a “Public Storage Series U Preferred Share”), having rights, preferences, privileges and voting powers that

 

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are materially unchanged from those of the NSA Series B Preferred Shares, (iv) subject to the Special Redemption (as described below), each NSA OP Unit issued and outstanding immediately prior to the Partnership Merger Effective Time was automatically converted into a number of newly issued common units in PSA OP (“Public Storage OP Units”) equal to the Exchange Ratio, and (v) each NSA OP Preferred Unit issued and outstanding as of immediately prior to the Partnership Merger Effective Time was converted into the right to receive one unit of a corresponding class or series of newly issued PSA OP Preferred Unit having rights, preferences, privileges and voting powers that are materially unchanged from those of the corresponding class or series of NSA OP Preferred Units.

Pursuant to the terms and conditions of the Merger Agreement, each restricted share award of NSA (“NSA Restricted Share Award”) that remained outstanding and unvested immediately prior to the Company Merger Effective Time vested in full immediately prior to such effective time. The NSA Common Shares underlying such NSA Restricted Share Award were thereafter treated as issued and outstanding NSA Common Shares for purposes of the Merger Agreement and holders of such NSA Common Shares became entitled to receive the same merger consideration as holders of other outstanding NSA Common Shares.

Pursuant to the terms and conditions of the Merger Agreement, each performance-vesting LTIP unit of NSA OP (“NSA OP LTIP Unit”) granted in 2026 that was outstanding immediately prior to the Partnership Merger Effective Time was cancelled at the Partnership Merger Effective Time for no consideration. Each other NSA OP LTIP Unit that was outstanding and unvested immediately prior to the Partnership Merger Effective Time vested in full, and all restrictions thereon automatically lapsed, as of immediately prior to the Partnership Merger Effective Time, with any performance-based vesting conditions treated as assuming attainment of the target level of performance, and immediately following such vesting and effective as of the Partnership Merger Effective Time, NSA, as general partner of NSA OP, exercised its right to convert all such NSA OP LTIP Units then eligible for conversion into an equal number of NSA OP Units in accordance with the Fourth Amended and Restated Agreement of Limited Partnership of NSA OP, dated as of May 30, 2024, as amended (the “NSA OP Agreement”), and the NSA OP Units issued in respect thereof were treated as NSA OP Units for purposes of the Merger Agreement and received the same form and amount of consideration as other NSA OP Units in the Partnership Merger.

Promptly following the Partnership Merger Effective Time on the Closing Date, NSA OP paid each holder of NSA OP LTIP Units, other than performance-vesting NSA OP LTIP Units granted in 2026, an amount equal to all accrued and unpaid cash distributions with respect to such NSA OP LTIP Units up to and including the Partnership Merger Effective Time, without interest, in accordance with the terms of the applicable award agreements governing such NSA OP LTIP Units and the NSA OP Agreement.

In connection with the transactions contemplated by the Merger Agreement, each outstanding award of time-based NSA OP LTIP Units granted in 2026 was converted on a one-for-one basis into an NSA Restricted Share Award covering an equal number of NSA Common Shares. Consistent with the treatment of other NSA Restricted Share Awards under the Merger Agreement as described above, the converted awards vested in full immediately prior to the Company Merger Effective Time and were thereafter converted into the right to receive Public Storage Common Shares pursuant to the terms of the Merger Agreement applicable to NSA Common Shares. Accordingly, holders of such awards received Public Storage Common Shares in respect of such awards. Absent this conversion into NSA Restricted Share Awards, under the terms of the Merger Agreement, all outstanding time-based NSA OP LTIP Units granted in 2026 would have fully vested immediately prior to the Partnership Merger Effective Time and would have converted into Public Storage OP Units.

On the Closing Date, as a result of the Mergers, Public Storage issued approximately (i) 11,200,000 Public Storage Common Shares to former holders of NSA Common Shares and NSA’s outstanding equity awards, (ii) 9,569,557 Public Storage Series T Preferred Shares to former holders of NSA Series A Preferred Shares, and (iii) 5,668,128 Public Storage Series U Preferred Shares to former holders of NSA Series B Preferred Shares.

On the Closing Date, in connection with the consummation of the Mergers, pursuant to the terms and conditions of the Merger Agreement, a subsidiary of Public Storage entered into a joint venture (the “Dropdown JV”) with certain holders of NSA OP Units as of immediately prior to the Special Redemption. The Dropdown JV holds 313 real estate assets contributed by NSA OP prior to the consummation of the Company Merger, valued at approximately $3.2 billion. Immediately following the consummation of the Company Merger, pursuant to the Dropdown JV Financing, the Dropdown JV incurred approximately $2.2 billion of indebtedness, consisting of approximately $2.0 billion in secured mortgage financing from Goldman Sachs Bank USA and Wells Fargo Bank, National Association (the “Mortgage Loan”) and approximately $237 million in mezzanine financing from a subsidiary of Public Storage (the “Mezzanine Loan”). The Mortgage Loan matures in August 2027 unless extended in accordance with its terms and contains customary representations and warranties, covenants, recourse carveouts and events of default. The Mezzanine Loan matures on the date which is five business days following the maturity of the Mortgage Loan or the initial refinancing thereof and is supported by a pledge of the equity interests of the parent of the Mortgage Loan borrowers. Pursuant to the Special Redemption, which was consummated in accordance with the NSA OP Agreement and the Merger Agreement, certain electing holders of NSA OP Units (each, a “Dropdown JV Investor”) redeemed NSA OP Units in exchange for units in a Delaware limited liability company (the “Aggregator”) that holds an 80% equity interest in the Dropdown JV. An

 

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aggregate of 19,193,490 NSA OP Units held by electing limited partners in NSA OP were redeemed pursuant to the Special Redemption. Following the consummation of the transactions contemplated by the Merger Agreement, 80% of the common equity of the Dropdown JV was held by the Aggregator and 20% of the common equity of the Dropdown JV was held by a subsidiary of Public Storage. For each NSA OP Unit contributed by a Dropdown JV Investor, such investor received one unit in the Dropdown JV, held indirectly through an interest in the Aggregator.

The foregoing description of the Merger Agreement and the transactions contemplated therein does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 2.1 to Public Storage’s Current Report on Form 8-K on March 17, 2026, and which is incorporated herein by reference.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In connection with entry into the Mortgage Loan, a subsidiary of Public Storage provided a customary limited non-recourse carveout guaranty (the “Limited Guaranty”) in respect of certain obligations under the Mortgage Loan. Under the terms of the Limited Guaranty, the guarantor guaranteed certain specified losses arising from customary non-recourse carve-out events, including, among other things, intentional or grossly negligent waste, fraud or intentional material misrepresentation, willful misconduct and misappropriation of funds. In addition, the Limited Guaranty provides for springing recourse liability upon the occurrence of certain customary events, including specified voluntary bankruptcy or insolvency actions, certain prohibited changes of control and other customary recourse carve-out events.

 

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth in the Introductory Note, Item 1.01 and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, as a result of the Partnership Merger, Public Storage issued approximately (i) 4,100,000 Public Storage OP Units to former holders of NSA OP Units and (ii) 660,371 Public Storage Series T-1 Preferred Units to former holders of NSA OP’s Series A-1 Preferred Units.

The Public Storage OP Units and the PSA OP Preferred Units issued in connection with the Partnership Merger are intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption provided in Section 4(a)(2) of the Securities Act.

 

Item 3.03

Material Modification to Rights of Security Holders.

The terms of the Public Storage Series T Preferred Shares and the Public Storage Series U Preferred Shares are set forth in the Articles Supplementary to Public Storage’s Amended and Restated Declaration of Trust, as amended, that are filed as Exhibits 3.1 and 3.2 hereto and incorporated herein by reference.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Under Public Storage’s Amended and Restated Declaration of Trust, Public Storage’s Board of Trustees is authorized without further shareholder action to provide for the issuance of up to 100,000,000 preferred shares of beneficial interest. As described above, on July 21, 2026, Public Storage filed with the Maryland State Department of Assessments and Taxation, Articles Supplementary designating 10,229,928 of Public Storage’s preferred shares of beneficial interest as “6.000% Cumulative Preferred Shares, Series T” and 5,668,128 of Public Storage’s preferred shares of beneficial interest as “6.000% Cumulative Preferred Shares, Series U.”

 

Item 7.01

Regulation FD Disclosure.

On July 22, 2026, Public Storage issued a press release announcing the completion of the Mergers. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The foregoing information in this Item 7.01, including the information contained in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of Public Storage’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

 

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Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number   

Description

2.1    Agreement and Plan of Merger, dated as of March 16, 2026, by and among National Storage Affiliates Trust, NSA OP, LP, Public Storage, Public Storage OP, L.P., Pelican Merger Sub I, LLC and Pelican Merger Sub II, LLC, filed as Exhibit 2.1 to the Company’s Current Report on 8-K dated March 17, 2026.*
3.1    Articles Supplementary for the 6.000% Cumulative Preferred Shares, Series T, filed as Exhibit 3.3 to the Company’s Form 8-A dated July 21, 2026.
3.2    Articles Supplementary for the 6.000% Cumulative Preferred Shares, Series U, filed as Exhibit 3.4 to the Company’s Form 8-A dated July 21, 2026.
10.1    First Amendment to Exhibit J to the Amended and Restated Agreement of Limited Partnership of Public Storage OP, L.P.
99.1    Press Release, dated July 22, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Schedules and exhibits have been omitted pursuant to Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. Parent agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request; provided, however, that Parent may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

PUBLIC STORAGE
By:  

/s/ Nathaniel A. Vitan

  Nathaniel A. Vitan
  Chief Legal Officer and Corporate Secretary

Date: July 22, 2026

Exhibit 99.1

 

LOGO

News Release

 

 

Public Storage Announces Closing of National Storage Affiliates Acquisition

Industry-leading PS Next operating model will deliver significant value creation across a broader combined portfolio in key growth markets

Completes significant milestone for PS4.0 strategic vision, demonstrating commitment to accretive capital deployment and shareholder value creation

FRISCO, Texas, July 22, 2026 — Public Storage (NYSE: PSA, the “Company”), the leading owner and operator of self-storage facilities, today announced that it has completed the acquisition of National Storage Affiliates Trust (“NSA”). The transaction enhances Public Storage’s leadership as a premier global self-storage platform, with over 4,500 properties spanning 327 million rentable square feet across the United States, a significant and long-standing presence in Europe with Shurgard, and an announced strategic entry into Canada with Public Storage Canada. Under the terms of the merger agreement, at the closing of the transaction, holders of NSA common shares were entitled to receive 0.14 of a Public Storage common share for each NSA common share held.

“The NSA acquisition represents the first major PS4.0 Value Creation Engine milestone, demonstrating the Company’s focus on disciplined and accelerated investment activity that grows earnings and cash flow per share for our shareholders,” said Tom Boyle, Chief Executive Officer of Public Storage. “Our team is hard at work deploying our proven integration playbook to realize the transaction’s full potential, applying PS Next to a large-scale portfolio that offers significant value creation opportunities. We are thrilled to officially welcome NSA’s customers and team members to Public Storage and the industry’s leading platform. We thank the NSA organization for their significant efforts as we worked through this important transaction together.”

With the addition of NSA’s more than 1,000 properties and over 550,000 units, Public Storage expects to fuel further growth and profitability through strategic market diversification and economies of scale. Nearly 500,000 nationwide customers of NSA, whose family of brands will immediately begin transitioning to the iconic Public Storage® branding, will benefit from the industry’s first omnichannel digital-first platform and premier operating model that delivers what customers want, when and how they want it.

Public Storage continues to expect the acquisition to be accretive to FFO per share within the first year following closing. Accretion is expected to increase to approximately $0.35 to $0.50 per share upon realization of approximately $110 to $130 million in run-rate synergies over three to four years.

In addition to Public Storage’s full ownership of key growth properties, shareholders of the combined company will benefit from exposure to a newly created joint venture. In connection with the closing of the transaction, Public Storage and certain legacy limited partners in NSA’s operating partnership formed a joint venture consisting of 313 properties previously owned by NSA across 28 states and Puerto Rico, with such legacy limited partners owning approximately 80% of the joint venture and Public Storage holding the remaining interest. As previously announced, Public Storage will exclusively manage the joint venture portfolio and earn customary property management, asset management, and tenant reinsurance income from the joint venture. As part of the closing, the joint venture obtained approximately $2 billion in secured mortgage financing from Goldman Sachs Bank USA and Wells Fargo Bank, National Association and $237 million in mezzanine financing from Public Storage.

Goldman Sachs & Co. LLC, Wells Fargo, and Eastdil Secured served as financial advisors, Wachtell, Lipton, Rosen & Katz served as legal advisor, DLA Piper served as real estate financing counsel, and Kekst CNC served as strategic communications advisor to Public Storage.


Morgan Stanley & Co. LLC served as exclusive financial advisor, Clifford Chance US LLP served as legal advisor, and Joele Frank, Wilkinson Brimmer Katcher served as strategic communications advisor to National Storage Affiliates Trust.

About Public Storage

Public Storage, a member of the S&P 500, is a REIT that primarily acquires, develops, owns, and operates self-storage facilities. At March 31, 2026, the Company: (i) owned and/or operated 3,546 self-storage facilities located in 40 states with approximately 259 million net rentable square feet in the United States and (ii) owned a 35% common equity interest in Shurgard Self Storage Limited (Euronext Brussels: SHUR), which owned 333 self-storage facilities located in seven Western European countries with approximately 19 million net rentable square feet operated under the Shurgard® brand. Public Storage’s headquarters is located in Frisco, Texas.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and in Section 21E of the Securities Exchange Act of 1934, as amended, which are based on current expectations, estimates and projections about the industry and markets in which Public Storage operates, as well as Public Storage’s beliefs and assumptions. Words such as “anticipate,” “become,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “possible,” “predict,” “project,” “target,” “seek,” “shall,” “should,” “will,” or “would,” including variations of such words and similar expressions, are intended to identify forward-looking statements. All statements that address operating performance, events or developments that Public Storage expects or anticipates will occur in the future are forward-looking statements, including statements relating to Public Storage’s acquisition of NSA, rent and occupancy growth, acquisition and development activity, acquisition and disposition activity, general conditions in the geographic areas where Public Storage operates, Public Storage’s debt, capital structure and financial position and Public Storage’s ability to form new ventures. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other factors that are difficult to predict and may cause the actual results to differ materially from future results expressed or implied by such forward-looking statements. Risks and uncertainties that may impact future results and performance include, but are not limited to our failure to realize the expected benefits of the NSA acquisition, including the risk that NSA’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected, including our ability to retain and hire key personnel and those risks and uncertainties described in Part 1, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2026 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on April 27, 2026, and in our other filings with the SEC. These forward-looking statements speak only as of the date of this press release or as of the dates indicated in the statements. All of our forward-looking statements, including those in this press release, are qualified in their entirety by this cautionary statement. We expressly disclaim any obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, new estimates, or other factors, events or circumstances after the date of these forward-looking statements, except when expressly required by law. Given these risks and uncertainties, you should not rely on any forward-looking statements in this press release, or which management may make orally or in writing from time to time, neither as predictions of future events nor guarantees of future performance.

Investor Contact

InvestorRelations@publicstorage.com

Media Contact

Nick Capuano / Mark Fallati

Kekst CNC

nicholas.capuano@kekstcnc.com / mark.fallati@kekstcnc.com

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Filing Exhibits & Attachments

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