{"url_path":"/sec/nsa/8-k/2026-07-08/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ****Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-08","source_url":"https://www.sec.gov/Archives/edgar/data/1618563/0001104659-26-081584-index.html","accession_number":"0001104659-26-081584","cik":"0001618563","ticker":"NSA","issuer_name":"National Storage Affiliates Trust","edgar_url":"https://www.sec.gov/Archives/edgar/data/1618563/0001104659-26-081584-index.html","primary_entity_key":"0001618563","primary_entity_name":"National Storage Affiliates Trust"},"word_count":6163,"has_tables":true,"body_markdown":"**Item 8.01.****Other Events.**\n\n \n\nSupplemental Disclosures\n\n \n\nAs previously reported, on March 16, 2026, National\nStorage Affiliates Trust, a Maryland real estate investment trust (the “Company”), NSA OP, LP, a Delaware limited partnership\n(the “Partnership” and, together with the Company, the “Company Parties”), Public Storage, a Maryland real estate\ninvestment trust (“Public Storage”), Public Storage OP, L.P., a Delaware limited partnership (“Parent OP”), Pelican\nMerger Sub I, LLC, a Maryland limited liability company and a wholly owned subsidiary of Parent (“Merger Sub I”), and Pelican\nMerger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP (“Merger Sub II” and,\ntogether with Public Storage, Parent OP and Merger Sub I, the “Parent Parties”), entered into an Agreement and Plan of Merger\n(the “Merger Agreement”). Subject to the terms and conditions of the Merger Agreement, among other things, the Company will\nmerge with and into Merger Sub I, with Merger Sub I continuing as the surviving company (the “Company Merger”), and Merger\nSub II will merge with and into the Partnership, with the Partnership continuing as the surviving limited partnership. Capitalized terms\nused but not defined herein have the meanings ascribed to them in the Merger Agreement. In connection with the Merger Agreement and the\ntransactions contemplated thereby, Public Storage filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration\nstatement on Form S-4 containing a proxy statement/prospectus, as amended, and the Company filed a definitive proxy statement and Public\nStorage filed a prospectus with the SEC, each dated June 12, 2026 (collectively, the “Proxy Statement/Prospectus”). The Company\nfirst mailed the Proxy Statement/Prospectus to its shareholders on or about June 12, 2026. The Proxy Statement/Prospectus relates to,\namong other things, the special meeting of the Company’s shareholders to, among other things, vote to approve the Company Merger\nand the other transactions contemplated by the Merger Agreement, which is scheduled to be held on July 14, 2026.\n\n \n\n*Explanatory Note*\n\n* *\n\nAs of the date hereof, three complaints challenging\nthe proposed Company Merger and the other transactions contemplated by the Merger Agreement (each, an “Action” and, collectively,\nthe “Actions”) have been filed by purported shareholders of the Company following the announcement of the Company Merger.\nThe Actions captioned *Williams v. National Storage Affiliates Trust, et al.*, Index No. 653673/2026 (filed on June 22, 2026) and\n*Clark v. National Storage Affiliates Trust, et al.*, Index No. 653741/2026 (filed on June 24, 2026) were filed in New York Supreme\nCourt, New York County, and named the Company and the members of the Company’s board of trustees as defendants. The Action captioned\n*Garfield v. National Storage Affiliates Trust, et al.*, Case No. 2026CV031765 (filed on June 30, 2026) was filed in the District\nCourt of Arapahoe County, Colorado and named the Company, the members of the Company’s board of trustees and Public Storage as defendants.\n\n \n\nThe Actions generally allege, among other things,\nnegligent misrepresentation and concealment and negligence in violation of law and breaches of fiduciary duty, and seek various remedies,\nincluding injunctive relief to prevent the consummation of the Company Merger and the other transactions contemplated by the Merger Agreement\nunless certain allegedly material information is disclosed and rescissory damages in the event that such transactions are consummated\nwithout such disclosures.\n\n \n\nIn addition, the Company has received demand letters\nfrom purported shareholders of the Company seeking additional disclosures in the Proxy Statement/Prospectus (collectively, the “Demand\nLetters”).\n\n \n\nThe Company believes that the claims asserted\nin the Actions and the Demand Letters are without merit and that supplemental disclosures are not required or necessary under applicable\nlaw but cannot predict the outcome of such claims. Additional lawsuits and demand letters arising out of the Company Merger and the other\ntransactions contemplated by the Merger Agreement may also be filed or received in the future. If additional similar lawsuits and/or demand\nletters are filed or received, absent new or significantly different allegations, the Company will not necessarily disclose such additional\nlawsuits or demand letters.\n\n \n\n- 2 -\n\n \n\n \n\nWhile the Company and the other defendants named\nin the Actions believe that the disclosures set forth in the Proxy Statement/Prospectus fully comply with all applicable laws and denies\nall of the allegations set forth in the pending Actions described above, in order to moot plaintiffs’ claims and avoid the nuisance\nand potential expense and business delays, the Company has determined, without admitting any liability or wrongdoing, to voluntarily supplement\ncertain disclosures in the Proxy Statement/Prospectus related to the plaintiffs’ claims with the supplemental disclosures set forth\nbelow (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal\nmerit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically\ndenies all allegations in the Actions and the Demand Letters described above that any additional disclosure was or is required or material.\n\n \n\nThese\nSupplemental Disclosures should be read in conjunction with the rest of the Proxy Statement/Prospectus, which should be read in\nits entirety. To the extent that the information set forth herein differs from or updates information contained in the Proxy Statement/Prospectus,\nthe information set forth herein shall supersede or supplement the information in the Proxy Statement/Prospectus. The information contained\nherein speaks only as of July 8, 2026, unless the information indicates another date applies. All page references used herein refer to\npages in the Proxy Statement/Prospectus before any additions or deletions resulting from the Supplemental Disclosures, and capitalized\nterms used below, unless otherwise defined, shall have the meanings ascribed to such terms in the Proxy Statement/Prospectus. **Underlined\nand bolded **text shows text being added to a referenced disclosure in the Proxy Statement/Prospectus and stricken-through text\nshows text being deleted from a referenced disclosure in the Proxy Statement/Prospectus. These Supplemental Disclosures are incorporated\ninto, and amend and/or supplement, the Proxy Statement/Prospectus as provided herein. Except as specifically noted herein, the information\nset forth in the Proxy Statement/Prospectus remains unchanged.\n\n** **\n\n*Supplemental Disclosures to the Proxy Statement/Prospectus*\n\n \n\n**The\ndisclosure under the heading “The Mergers—Background of the Mergers****” is hereby amended and supplemented\nby replacing the third full paragraph on page 42 of the Proxy Statement/Prospectus in its entirety with the following:**\n\n \n\nFollowing discussion of such strategies, the NSA\nboard determined to establish an evaluation committee (the “evaluation committee”) to facilitate the **review of, and\nfurther develop, NSA’s ongoing strategy, including the** evaluation and review of these and other potential strategies that\ncould be available to NSA. The evaluation committee initially consisted of Mr. Nordhagen, Mr. Hylbert, Steven G. Osgood, an independent\ntrustee and Chairperson of NSA’s Finance Committee, Michael J. Schall, an independent trustee and Chairperson of NSA’s Compensation,\nNominating and Corporate Governance Committee (the “CNCG committee”), and Ms. Fischer. The NSA board delegated to the evaluation\ncommittee the authority to consider, review and evaluate various strategies that might be available to NSA and to report to and make recommendations\nto the NSA board from time to time. The evaluation committee **also had authority to solicit the views of, and direct the assistance\nof, NSA’s officers, agents and employees in connection with its review of potential strategies. The evaluation committee**\nwas also tasked with addressing the third-party joint venture and evaluating approaches that could minimize completion risk and adverse\ntax consequences posed to NSA and NSA OP unitholders by the joint venture’s formation. The evaluation committee did not have authority\nto approve or reject any transaction. The NSA board also authorized the evaluation committee to establish its own procedures, to meet\nas frequently as it deemed appropriate, and to be dissolved upon completion of its mandate.\n\n \n\n- 3 -\n\n \n\n \n\n**The\ndisclosure under the heading “The Mergers—Background of the Mergers****” is hereby amended and supplemented\nby replacing the third full paragraph on page 47 of the Proxy Statement/Prospectus in its entirety with the following:**\n\n \n\nOn November 26, 2025, the evaluation subcommittee\nheld a meeting, with representatives of Morgan Stanley and Clifford Chance in attendance at the invitation of the evaluation subcommittee.\nThe evaluation subcommittee reviewed and discussed a draft of the high-level Dropdown JV term sheet provided to them by Clifford Chance.\nThe evaluation subcommittee also received an update from representatives of Morgan Stanley, including that Party A and Public Storage\nhad been granted access to NSA’s data room. Representatives of Morgan Stanley also reviewed with the evaluation subcommittee revised\nNSA financial projections prepared based on **the preliminary**financial projections **prepared by NSA management and**\nthat were presented by NSA management to **reviewed with** the NSA board in August 2025**, the evaluation\ncommittee on October 1, 2025 and the NSA board on October 27, 2025,** which revised NSA financial projections were substantially\nthe same **as the preliminary** financial projections that the **NSA board and the** evaluation committee had previously\nreviewed, but incorporated actual performance by NSA during the period **prior to the dates on which such financial\nprojections were prepared** from August 2025 to November 2025. The evaluation subcommittee reviewed and recommended\nthat the revised financial projections be presented to the NSA board. During this period, in connection with NSA’s development of\nthe Dropdown JV concept, Public Storage contacted representatives of Morgan Stanley to inquire about the maximum and minimum investment\nsize that could be supported by NSA OP unitholders in the Dropdown JV. NSA, with the assistance of Morgan Stanley, responded that it believed\na range of approximately $500 million to $1 billion could be achievable. Public Storage subsequently indicated that if a minimum\nNSA OP unitholder investment of NSA OP units with a value of approximately $750 million could be delivered, Public Storage would\nfind the Dropdown JV structure workable and would not need to bring in additional third-party institutional investors to co-invest as\nequity partners in a business combination with NSA.\n\n \n\n**The disclosure under the heading “The\nMergers—Opinion of NSA’s Financial Advisor—Summary of Financial Analyses of Morgan Stanley—Comparable Public Company\nAnalysis” is hereby amended and supplemented by replacing the third full paragraph on page 66 of the Proxy Statement/Prospectus\nin its entirety with the following:**\n\n \n\nMorgan Stanley reviewed and compared certain publicly\navailable ratios, market multiples and Wall Street research analyst consensus (“street consensus”) estimates for each of NSA\nand Public Storage with equivalent publicly available financial information and street consensus estimates for companies that share similar\nbusiness characteristics with NSA and Public Storage to derive an implied exchange ratio reference range with respect to NSA and Public\nStorage. Morgan Stanley reviewed the following publicly traded self storage REITs (the “comparable companies”): Public Storage,\nExtra Space Storage Inc. **(“Extra Space”)**, CubeSmart and SmartStop Self Storage REIT, Inc. (“SmartStop”).\n\n \n\n- 4 -\n\n \n\n \n\n**The disclosure under the heading “The\nMergers—Opinion of NSA’s Financial Advisor—Summary of Financial Analyses of Morgan Stanley—Comparable Public Company\nAnalysis” is hereby amended and supplemented by adding the following table immediately before the first full paragraph on page 67\nof the Proxy Statement/Prospectus:**\n\n \n\n** **\n**Comparable Companies**\n\n** **\n**NSA**\n**Public\nStorage**\n**Extra\nSpace**\n**CubeSmart**\n**SmartStop**\n\n**P/FFO Per Share Multiples**\n**14.1x**\n**17.6x**\n**17.1x**\n**15.0x**\n**15.7x**\n\n**P/AFFO Per Share Multiples**\n**14.9x**\n**18.9x**\n**18.1x**\n**15.5x**\n**16.6x**\n\n**P/(D) to NAV Per Share (Consensus)**\n**(13.8%)**\n**(4.0%)**\n**(4.1%)**\n**(14.1%)**\n**(25.2%)**\n\n**P/(D) to NAV Per Share (GSA)**\n**(16.3%)**\n**(4.9%)**\n**(4.0%)**\n**(15.3%)**\n**(21.6%)**\n\n** **\n\n**The disclosure under the heading “The\nMergers—Opinion of NSA’s Financial Advisor—Summary of Financial Analyses of Morgan Stanley—Premiums Paid Analysis”\nis hereby amended and supplemented by replacing the table following the first full paragraph on page 69 of the Proxy Statement/Prospectus\nin its entirety with the following:**\n\n** **\n\n**Selected Precedent Transactions**\n\n**Announcement Date**\n**Acquirer**\n**Target**\n**Premium to Share\nPrice (%)**\n\nApril 2024\nBlackstone Inc.\nApartment Income REIT Corp.\n**24.8%**\n\nJanuary 2024\nBlackstone Inc.\nTricon Residential Inc.\n**30.4%**\n\nOctober 2023\nRealty Income Corporation\nSpirit Realty Capital, Inc.\n**15.4%**\n\nApril 2023\nExtra Space Storage Inc.\nLife Storage, Inc.\n**31.9%**\n\nSeptember 2022\nGIC and Oak Street\nSTORE Capital Corporation\n**20.4%**\n\nMay 2022\nPrologis, Inc.\nDuke Realty Corporation\n**31.8%**\n\nApril 2022\nBlackstone Inc.\nPS Business Parks, Inc.\n**11.8%**\n\nApril 2022\nBlackstone Inc.\nAmerican Campus Communities, Inc.\n**30.3%**\n\nFebruary 2022\nHealthcare Trust of America, Inc. \nHealthcare Realty Trust Incorporated\n**18.2%**\n\nFebruary 2022\nBlackstone Inc.\nPreferred Apartment Communities, Inc.\n**39.2%**\n\nNovember 2021\nAmerican Tower Corporation\nCoreSite Realty Corporation\n**7.9%**\n\nNovember 2021\nKKR and Global Infrastructure Partners\nCyrusOne Inc.\n**24.7%**\n\nAugust 2021\nVICI Properties Inc.\nMGM Growth Properties LLC\n**15.9%**\n\nJune 2021\nBlackstone Inc.\nQTS Realty Trust\n**20.9%**\n\nApril 2021\nRealty Income Corporation\nVEREIT, Inc.\n**17.2%**\n\nApril 2021\nKimco Realty Corp.\nWeingarten Realty Investors\n**10.9%**\n\n \n\n- 5 -\n\n \n\n \n\nFebruary 2020\nSimon Property Group, Inc.\nTaubman Centers, Inc.\n**62.8%**\n\nOctober 2019\nPrologis, Inc.\nLiberty Property Trust\n**21.3%**\n\nSeptember 2018\nGovernment Properties Income Trust\nSelect Income REIT\n**45.9%**\n\nSeptember 2018\nPebblebrook Hotel Trust\nLaSalle Hotel Properties\n**48.4%**\n\nJuly 2018\nBrookfield Asset Management Inc.\nForest City Realty Trust, Inc.\n**26.6%**\n\nMay 2018\nBlackstone Inc.\nGramercy Property Trust\n**15.4%**\n\nApril 2018\nPrologis, Inc.\nDCT Industrial Trust Inc.\n**15.6%**\n\nNovember 2017\nBrookfield Property Partners L.P.\nGGP Inc.\n**23.6%**\n\nJune 2017\nDigital Realty Trust, Inc.\nDuPont Fabros Technology, Inc.\n**15.8%**\n\nNovember 2016\nRegency Centers Corporation\nEquity One, Inc.\n**12.8%**\n\nAugust 2016\nMid-America Apartment Communities, Inc.\nPost Properties, Inc.\n**16.6%**\n\n** **\n\n**The disclosure under the heading “The\nMergers—Opinion of NSA’s Financial Advisor—Other Information—Wall Street Research Analyst Price Targets and NAV\nTargets” is hereby amended and supplemented by adding the following table before the second full paragraph on page 71 of the Proxy\nStatement/Prospectus:**\n\n \n\n**The following table summarizes the public\nmarket trading share price targets reviewed by Morgan Stanley for each of NSA and Public Storage:**\n\n \n\n**Analyst**\n**NSA Price Target**\n**PSA Price Target**\n\n**A**\n**$38.00**\n**$347.00**\n\n**B**\n**$35.00**\n**$305.00**\n\n**C**\n**$31.00**\n**$315.00**\n\n**D**\n**$33.50**\n**$325.00**\n\n**E**\n**$34.00**\n**$285.00**\n\n**F**\n**$33.00**\n**$311.00**\n\n**G**\n**$29.76**\n**$290.63**\n\n**H**\n**$39.00**\n**$345.00**\n\n**I**\n**$32.00**\n**$285.00**\n\n**J**\n**$32.00**\n**$290.00**\n\n**K**\n**$33.00**\n**$317.00**\n\n**L**\n**$29.00**\n**$276.00**\n\n**M**\n**$33.00**\n**$295.00**\n\n**N**\n**$33.00**\n**N/A**\n\n**O**\n**N/A**\n**$330.00**\n\n**P**\n**N/A**\n**$318.00**\n\n**Q**\n**N/A**\n**$301.00**\n\n**R**\n**N/A**\n**$319.00**\n\n**S**\n**N/A**\n**$307.00**\n\n \n\n- 6 -\n\n \n\n \n\n**The Proxy Statement/Prospectus is hereby amended\nand supplemented by adding the following section entitled “The Mergers—Certain Illustrative Preliminary Estimates Regarding\nthe Dropdown JV” immediately before the section entitled “The Mergers—Interests of NSA’s Trustees and Executive\nOfficers in the Mergers” on page 77:**\n\n \n\n**In connection with the consent solicitation,\nfor the limited purpose of providing information to NSA OP unitholders in connection with their evaluation of the Dropdown JV and the\nspecial redemption, certain illustrative preliminary estimates regarding the Dropdown JV for the seven-year period following the formation\nof the Dropdown JV (the “Illustrative JV Estimates”) were made available to NSA OP unitholders. The Illustrative JV Estimates\nwere designed solely to assist, and were solely provided to, NSA OP unitholders to allow them to evaluate hypothetical scenarios by allowing\nNSA OP unitholders to model the potential impact of various assumptions made by such NSA OP unitholders. The summary below of the Illustrative\nJV Estimates is being provided to NSA shareholders to provide them with access to certain previously nonpublic information that was furnished\nto NSA OP unitholders in connection with the consent solicitation and their consideration of participation in the Dropdown JV, and such\ninformation may not be appropriate for other purposes, and is not included to induce any holder of NSA common shares to vote in favor\nof the proposals contained in this proxy statement/prospectus or to influence any NSA shareholder or any other person to make an investment\ndecision with respect to the mergers or otherwise. The inclusion of the Illustrative JV Estimates in this proxy statement/prospectus should\nnot be regarded as an indication that NSA, Public Storage or any of their respective affiliates, officers, trustees, advisors or other\nrepresentatives or any other recipient of this information considered or now considers the Illustrative JV Estimates to be necessarily\npredictive of actual future events or results, and the Illustrative JV Estimates should not be relied upon as such. Neither NSA, Public\nStorage nor any of their respective affiliates, officers, trustees, advisors or other representatives can give any assurance that the\nprojected results will be realized or that actual results will not be significantly higher or lower than estimated. Neither NSA, Public\nStorage nor any of their respective affiliates, officers, trustees, advisors or other representatives has made or makes any representation\nto any NSA shareholder regarding the ultimate performance of NSA, the Dropdown JV or Public Storage compared to the information contained\nin the Illustrative JV Estimates, or that the results reflected in the Illustrative JV Estimates will be achieved, and the inclusion of\nthe Illustrative JV Estimates herein should not be read to do so.**\n\n** **\n\n**The Illustrative JV Estimates were not prepared\nwith a view toward public disclosure or in accordance with the published guidelines of the SEC regarding projections and forward-looking\nstatements or the guidelines established by the American Institute of Certified Public Accountants for the preparation and presentation\nof prospective financial information, or GAAP. Neither NSA’s independent auditors, Public Storage’s independent auditors nor\nany other independent accountants, have compiled, examined or performed any procedures with respect to the Illustrative JV Estimates,\nnor have they expressed any opinion or any form of assurance on such information or its achievability, and assume no responsibility for,\nand disclaim any association with, the Illustrative JV Estimates. The report of the independent registered public accounting firm of NSA\ncontained in NSA’s Annual Report on Form 10-K and the report of the independent registered public accounting firm of Public Storage\ncontained in Public Storage’s Annual Report on Form 10-K, each for the year ended December 31, 2025, which are incorporated by reference\ninto this proxy statement/prospectus, relate to the historical consolidated financial statements of NSA and Public Storage, respectively.\nSuch reports do not extend to the Illustrative JV Estimates and should not be read to do so. The inclusion of the Illustrative JV Estimates\nin this proxy statement/prospectus should not be regarded as an indication that such information is necessarily predictive of actual future\nevents or results and such information should not be relied upon as such, and readers of this proxy statement/prospectus are cautioned\nnot to place undue reliance on the Illustrative JV Estimates.**\n\n \n\n- 7 -\n\n \n\n** **\n\n**While presented with numerical specificity,\nthe Illustrative JV Estimates set forth below were based on numerous variables, expectations, estimates and assumptions, including assumptions\nrelated to industry performance and general business, economic, market and financial conditions, including assumptions regarding the terms\nof the Dropdown JV financing, the assumption that the Dropdown JV achieves 100% realization of the potential synergies estimated by Public\nStorage, assumptions as to the self storage market conditions and the Dropdown JV’s structure and operations and other material\nassumptions. The Illustrative JV Estimates also reflect assumptions as to certain business decisions that are subject to change and, in\nmany respects, subjective judgment, and thus are susceptible to multiple interpretations and periodic revisions based on actual experience\nand business developments. Further, such variables, expectations, estimates and assumptions are inherently subjective and uncertain, may\nnot be realized, and many of them are beyond the control of NSA and Public Storage. Some or all of the variables, expectations and assumptions\nunderlying the Illustrative JV Estimates may have changed since the date on which the Illustrative JV Estimates were prepared. Important\nfactors that may affect actual results and cause the Illustrative JV Estimates not to be achieved include, but are not limited to, risks\nand uncertainties relating to NSA’s, Public Storage’s and the Dropdown JV’s respective businesses (including their respective\nability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the regulatory and competitive\nenvironment, general business and economic conditions and other factors described in the sections of this proxy statement/prospectus entitled\n“Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” As a result, actual results may\ndiffer materially from those contained in the Illustrative JV Estimates. The Illustrative JV Estimates should be evaluated, if at all,\nin light of the assumptions made by NSA and Public Storage, as applicable, and in conjunction with other information regarding NSA and\nPublic Storage contained elsewhere in this proxy statement/prospectus and NSA’s and Public Storage’s respective public filings\nwith the SEC. NSA shareholders are urged to review the most recent SEC filings of NSA for a description of NSA’s risk factors, reported\nand anticipated results of operations and financial condition and capital resources, including in “Management’s Discussion\nand Analysis of Financial Condition and Results of Operations” in NSA’s Annual Report on Form 10-K for the year ended December\n31, 2025 and subsequent Quarterly Reports on Form 10-Q and the most recent SEC filings of Public Storage for a description of Public Storage’s\nrisk factors, reported and anticipated results of operations and financial condition and capital resources, including in “Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations” in Public Storage’s Annual Report on Form 10-K for\nthe year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference into this proxy statement/prospectus.\nNeither NSA nor Public Storage can give any assurance that the Illustrative JV Estimates and the underlying assumptions will be realized.\nIn addition, since the Illustrative JV Estimates cover multiple years, such information by its nature becomes subject to greater uncertainty\nwith each successive year. Actual results may differ materially from those set forth below.**\n\n** **\n\n**The Illustrative JV Estimates do not take\ninto account any circumstances or events occurring after the date on which they were prepared, any changes to NSA’s or Public Storage’s\nstrategy or operations that may be implemented after the consummation of the mergers or such other transactions. Neither NSA nor Public\nStorage can give any assurance that, had the Illustrative JV Estimates been prepared either as of the date of proxy statement/prospectus,\nsimilar estimates and assumptions would be used.**\n\n** **\n\n**IN LIGHT OF THE FOREGOING FACTORS AND UNCERTAINTIES\nINHERENT IN THE ILLUSTRATIVE JV ESTIMATES, AND CONSIDERING THAT THE NSA SPECIAL MEETING WILL BE HELD AFTER THE ILLUSTRATIVE JV ESTIMATES\nWERE PREPARED, NSA SHAREHOLDERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE, IF ANY, ON THE ILLUSTRATIVE JV ESTIMATES. EXCEPT AS MAY BE\nREQUIRED BY APPLICABLE LAW, NEITHER NSA NOR PUBLIC STORAGE UNDERTAKES ANY OBLIGATION TO UPDATE OR OTHERWISE REVISE OR RECONCILE THE ILLUSTRATIVE\nJV ESTIMATES TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE THE ILLUSTRATIVE JV ESTIMATES WERE GENERATED OR TO REFLECT THE OCCURRENCE\nOF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH INFORMATION ARE SHOWN TO BE INAPPROPRIATE.**\n\n \n\n- 8 -\n\n \n\n** **\n\n**Certain\nfinancial metrics presented in this section are ****“non-GAAP financial measures” as\nset forth in Item 10(e) of Regulation S-K and should not be considered in isolation from, or as a substitute\nfor, financial information prepared in accordance with GAAP. The calculation of non-GAAP financial measures may differ from\nothers in the industry, and such measures are not necessarily comparable with similar titles used by other REITs. SEC rules that may otherwise\nrequire a reconciliation of a non-GAAP financial measure to a GAAP financial\nmeasure do not apply to non-GAAP financial measures provided to directors or trustees, or a financial advisor, in\nconnection with a proposed transaction like the mergers when the disclosure is included in a document like this proxy statement/prospectus.**\n\n** **\n\n**Illustrative\nJV Estimates**\n\n** **\n\n**The following table sets forth selected\nunaudited prospective estimates from the Illustrative JV Estimates (amounts may reflect rounding and reflect $ in millions).**\n\n** **\n\n**Illustrative\nJV Estimates**\n\n($ in thousands)\n\n \n\n** **\n**Year 1**  \n**Year 2**  \n**Year 3**  \n**Year 4**  \n**Year 5**  \n**Year 6**  \n**Year 7**  \n\n**Total NOI(1)**\n**$200,075  **\n**$217,525**\n**$235,142**\n**$250,556**\n**$258,115**\n**$265,952**\n**$274,077**\n\n**Unlevered Free Cash Flow(2)**\n**$169,226**\n**$184,866**\n**$200,652**\n**$214,322**\n**$220,944**\n**$223,372**\n**$229,997**\n\n** **\n\n**(1)****Total Net Operating Income (“NOI”) represents total storage rental revenue and non-storage\nrevenue generated by the portfolio of self-storage properties that are anticipated to be contributed to the Dropdown JV, including merchandising\nsales (but excluding proceeds from tenant reinsurance), minus property operating expenses, including direct operating costs, property\ntaxes, payroll expenses, recurring and non-recurring repairs and maintenance expenses, utilities expenses, advertising expenses, insurance\nexpenses, office expenses, costs of goods sold and other expenses related to the generation of such revenue.**\n\n \n\n**(2)****Unlevered Free Cash Flow represents Total NOI, plus tenant insurance proceeds relating to the portfolio\nof self-storage properties that are anticipated to be contributed to the Dropdown JV, on the terms set forth in the Dropdown JV agreement\nand related agreements, minus (i) property management, asset management and other fees payable to Public Storage or its subsidiaries in\nconnection with the management of the Dropdown JV, (ii) franchise and other taxes and (iii) capital expenditures.**\n\n \n\n- 9 -\n\n \n\n \n\n**Cautionary Statement Regarding Forward-Looking\nStatements**\n\n \n\nThis\ncommunication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of\n1933, as amended (the “Securities Act”), and in Section 21E of the Securities Exchange Act of 1934, as amended, which\nare based on current expectations, estimates and projections about the industry and markets in which National Storage Affiliates Trust\n(“NSA”) and Public Storage operate, as well as beliefs and assumptions of NSA and Public Storage. Words such as “anticipate,”\n“become,” “believe,” “could,” “estimate,” “expect,” “forecast,”\n“intend,” “may,” “outlook,” “plan,” “potential,” “possible,” “predict,”\n“project,” “target,” “seek,” “shall,” “should,” “will,” or “would,”\nincluding variations of such words and similar expressions, are intended to identify forward-looking statements. All statements that address\noperating performance, events or developments that NSA or Public Storage expects or anticipates will occur in the future are forward-looking\nstatements, including statements relating to any possible transaction between NSA and Public Storage, rent and occupancy growth, acquisition\nand development activity, acquisition and disposition activity, general conditions in the geographic areas where NSA and Public Storage\noperate, NSA’s and Public Storage’s respective debt, capital structure and financial position and NSA’s and Public Storage’s\nrespective ability to form new ventures. Such forward-looking statements are not guarantees of future performance and involve known and\nunknown risks, uncertainties, assumptions and other factors that are difficult to predict and may cause the actual results to differ materially\nfrom future results expressed or implied by such forward-looking statements.\n\n \n\nImportant\nfactors, risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include\nbut are not limited to: (i) the parties’ ability to complete the proposed transaction on the proposed terms or on the anticipated\ntimeline, or at all, including risks and uncertainties related to NSA’s ability to obtain the required shareholder and unitholder\napproval, and the parties’ ability to satisfy the other conditions to consummating the proposed transaction; (ii) the inability\nto realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction;\n(iii) the risk that NSA’s business will not be integrated successfully with Public Storage’s or that such integration\nmay be more difficult, time-consuming or costly than expected; (iv) significant transaction costs and/or unknown or inestimable liabilities;\n(v) potential litigation relating to the proposed transaction that could be instituted against NSA or its trustees, managers or officers,\nincluding resulting expense or delay and the effects of any outcomes related thereto; (vi) the risk that disruptions from the proposed\ntransaction, including diverting the attention of NSA and Public Storage management from ongoing business operations, will harm NSA’s\nand Public Storage’s businesses during the pendency of the proposed transaction or otherwise; (vii) certain restrictions during\nthe pendency of the business combination that may impact NSA’s and Public Storage’s ability to pursue certain business opportunities\nor strategic transactions; (viii) the possibility that the business combination may be more expensive to complete than anticipated,\nincluding as a result of unexpected factors or events; (ix) the occurrence of any event, change or other circumstance that could\ngive rise to the termination of the merger agreement, including in circumstances requiring NSA to pay a termination fee; (x) the\neffect of the announcement of the proposed transaction on the ability of NSA and Public Storage to operate their respective businesses\nand retain and hire key personnel, and to maintain favorable business relationships; (xi) risks related to the market value of Public\nStorage common stock to be issued in the proposed transaction; (xii) other risks related to the completion of the proposed transaction\nand actions related thereto; (xiii) potential business uncertainty, including changes to existing business relationships, during\nthe pendency of the business combination or otherwise that could affect NSA’s or Public Storage’s financial performance; (xiv) legislative,\nregulatory and economic developments; (xv) unpredictability and severity of local, regional, national and international economic,\npolitical and catastrophic climates, conditions and events, including but not limited to acts of terrorism, outbreaks of war or hostilities\nor pandemics, as well as management’s response to any of the aforementioned factors; (xvi) changes in global financial markets,\ninterest rates and foreign currency exchange rates; (xvii) increased or unanticipated competition affecting NSA’s or Public\nStorage’s properties; (xvii) risks associated with acquisitions, dispositions and development of properties, including increased\ndevelopment costs due to additional regulatory requirements related to climate change; (xix) maintenance of Real Estate Investment\nTrust status, tax structuring and changes in income tax laws and rates; (xx) risks related to NSA’s and Public Storage’s\ninvestments in ventures, including NSA’s and Public Storage’s respective abilities to establish new ventures; (xxi) environmental\nuncertainties, including risks of natural disasters; (xxii) those risks and uncertainties set forth in NSA’s and Public Storage’s\nAnnual Reports on Form 10-K for the year ended December 31, 2025 under the headings “Forward-Looking Statements” and “Cautionary\nStatement Regarding Forward-Looking Statements,” respectively, and “Risk Factors,” as such risk factors may be amended,\nsupplemented or superseded from time to time by other reports filed by NSA or Public Storage, as the case may be, with the Securities\nand Exchange Commission (the “SEC”) from time to time, which are available via the SEC’s website at www.sec.gov; and\n(xxiv) those risks that are described in the Registration Statement and Proxy Statement/Prospectus that were filed with the SEC in\nconnection with the proposed transaction and available from the sources indicated below. There can be no assurance that the proposed transaction\nwill be completed, or if it is completed, that it will close within the anticipated time period. These factors should not be construed\nas exhaustive and should be read in conjunction with the other forward-looking statements. Forward-looking statements relate only to events\nas of the date on which the statements are made. Neither NSA nor Public Storage undertakes any obligation to publicly update or review\nany forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise. If\none or more of these or other risks or uncertainties materialize, or if NSA’s and Public Storage’s underlying assumptions\nprove to be incorrect, NSA’s, Public Storage’s and the combined company’s actual results may vary materially from what\nNSA or Public Storage may have expressed or implied by these forward-looking statements. NSA and Public Storage caution not to place undue\nreliance on any of NSA’s or Public Storage’s forward-looking statements. Furthermore, new risks and uncertainties arise from\ntime to time, and it is impossible for us to predict those events or how they may affect NSA or Public Storage.\n\n \n\n- 10 -\n\n \n\n** **\n\n**No Offer or Solicitation**\n\n \n\nThis communication is for informational purposes\nonly and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to sell or the solicitation of\nan offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities\nin any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities\nlaws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section\n10 of the Securities Act.\n\n** **\n\n**Important Additional Information and Where\nto Find It**\n\n \n\nIn\nconnection with the proposed transaction between NSA and Public Storage, Public Storage filed with the SEC a registration statement\non Form S-4 (the “Registration Statement”) that includes a proxy statement of NSA that also constitutes a prospectus of Public\nStorage (the “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus has been mailed to NSA’s shareholders\nseeking their approval of the proposed transaction and other related matters. Each of NSA and Public Storage may also file other relevant\ndocuments with the SEC regarding the proposed transaction. This communication is not a substitute for the Registration Statement, Proxy\nStatement/Prospectus or any other document that NSA or Public Storage (as applicable) may file with the SEC in connection with the proposed\ntransaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF NSA AND Public\nStorage ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER\nRELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS WHEN THEY\nBECOME AVAILABLE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.\nInvestors and security holders may obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and other documents\nfiled with the SEC by NSA and/or Public Storage, which contain important information, as they become available through the website maintained\nby the SEC at www.sec.gov. Investors and security holders will be able to obtain free copies of the documents filed by NSA with the SEC\non NSA’s website at https://ir.nsastorage.com/sec-filings/all-sec-filings or by contacting NSA Investor Relations at ghoglund@nsareit.net.\nSecurity holders will also be able to obtain free copies of the documents filed by Public Storage with the SEC on Public Storage’s\nwebsite at https://investors.publicstorage.com/financial-reports/sec-filings or by contacting Public Storage Investor Relations at investorrelations@publicstorage.com.\n\n \n\n- 11 -\n\n \n\n \n\n**Participants in the Solicitation**\n\n \n\nNSA,\nPublic Storage, their respective trustees and certain of their respective executive officers may be deemed to be participants in the\nsolicitation of proxies from NSA’s shareholders in respect of the proposed transaction.\nInformation about the trustees and executive officers of NSA, including a description of their direct or indirect interests, by\nsecurity holdings or otherwise, is set forth in NSA’s proxy statement for its 2025 Annual Meeting of Shareholders under the\nheadings “Our Board,” “How We Are Paid,” “Compensation Discussion and Analysis,” “Summary\nCompensation and Other Tables,” “Severance and Change in Control Arrangements,” “Certain Relationships and\nRelated Transactions” and “Shareholder Ownership Information,” which was filed with the SEC on [March 28, 2025](https://www.sec.gov/ix?doc=/Archives/edgar/data/1618563/000162828025015431/nsa-20250328.htm),\nand in NSA’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the\nSEC on [February 26, 2026](https://www.sec.gov/ix?doc=/Archives/edgar/data/1618563/000162828026012248/nsa-20251231.htm).\nTo the extent holdings of NSA’s securities by its trustees or executive officers have changed since the amounts set forth in\nNSA’s definitive proxy statement for its 2025 Annual Meeting of Shareholders, such changes have been or will be reflected on\nan Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4 or\nAnnual Statement of Changes in Beneficial Ownership on Form 5, in each case filed with the SEC, and available on the SEC’s\nwebsite at www.sec.gov. Information about the trustees and executive officers of Public Storage, including a description of their\ndirect or indirect interests, by security holdings or otherwise, is set forth in Public Storage’s proxy statement for its 2026\nAnnual Meeting of Shareholders under the headings “2025 Trustee Compensation,” “Our Named Executive\nOfficers,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Potential\nPayments Upon Termination or Change in Control,” “Outstanding Equity Awards in 2025,” “Additional\nInformation About Trustees, Executive Officers, and Management” and “Share Ownership of Trustees and Management,”\nwhich was filed with the SEC on [March 27, 2026](https://www.sec.gov/ix?doc=/Archives/edgar/data/1393311/000119312526128991/psa-20260325.htm), and in Public Storage’s Annual\nReport on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on [February 12, 2026](https://www.sec.gov/ix?doc=/Archives/edgar/data/1393311/000162828026007696/psa-20251231.htm).\nTo the extent holdings of Public Storage’s securities by its trustees or executive officers have changed since the amounts set\nforth in Public Storage’s definitive proxy statement for its 2026 Annual Meeting of Shareholders, such changes have been or\nwill be reflected on an Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial\nOwnership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5, in each case filed with the SEC and available\non the SEC’s website at www.sec.gov. Other information regarding the participants in the proxy solicitations and a description\nof their direct and indirect interests, by security holdings or otherwise, are contained in the Registration Statement and the Proxy\nStatement/Prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials\nbecome available. Investors and security holders should read the Registration Statement and the Proxy Statement/Prospectus carefully\nbefore making any voting or investment decisions. You may obtain free copies of these documents from NSA or Public Storage using the\nsources indicated above.\n\n \n\n- 12 -\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n \n\n \nNational Storage Affiliates Trust\n\n \n \n \n \n\n \nBy:\n/s/ David G. Cramer\n\n \n \nName:\nDavid G. Cramer\n\n \n \nTitle:\nPresident and Chief Executive Officer\n\n \n\nDate: July 8, 2026\n\n \n\n- 13 -"}