{"url_path":"/sec/nsa/8-k/2026-07-22/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1618563/0001104659-26-085888-index.html","accession_number":"0001104659-26-085888","cik":"0001618563","ticker":"NSA","issuer_name":"National Storage Affiliates Trust","edgar_url":"https://www.sec.gov/Archives/edgar/data/1618563/0001104659-26-085888-index.html","primary_entity_key":"0001618563","primary_entity_name":"National Storage Affiliates Trust"},"word_count":1163,"has_tables":true,"body_markdown":"**Item 2.01**\n**Completion of Acquisition or Disposition of Assets.**\n\n \n\nThe information set forth in the Introductory Note\nand under Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference.\n\n \n\nOn the Closing Date, at the effective time of the\nCompany Merger (the “Company Merger Effective Time”), (i) each common share of beneficial interest, par value $0.01 per\nshare, of NSA (each, an “NSA Common Share”) issued and outstanding immediately prior to the Company Merger Effective Time\nwas converted into the right to receive 0.1400 (the “Exchange Ratio”) newly issued common shares of beneficial interest, par\nvalue $0.10 per share, of Public Storage (“Public Storage Common Shares”) and cash in lieu of fractional shares, (ii) each\n6.000% Series A cumulative redeemable preferred share of beneficial interest, par value $0.01 per share, of NSA (each, an “NSA\nSeries A Preferred Share”) issued and outstanding immediately prior to the Company Merger Effective Time was converted into\nthe right to receive one newly issued 6.000% Cumulative Preferred Share, Series T, par value $0.01 per share, of Public Storage (each,\na “Public Storage Series T Preferred Share”), having rights, preferences, privileges and voting powers that are materially\nunchanged from those of the NSA Series A Preferred Shares, (iii) each 6.000% Series B cumulative redeemable preferred share\nof beneficial interest, par value $0.01 per share, of NSA (each, an “NSA Series B Preferred Share”) issued and outstanding\nimmediately prior to the Company Merger Effective Time was converted into the right to receive one newly issued 6.000% Cumulative Preferred\nShare, Series U, par value $0.01 per share, of Public Storage (each, a “Public Storage Series U Preferred Share”),\nhaving rights, preferences, privileges and voting powers that are materially unchanged from those of the NSA Series B Preferred Shares,\n(iv) subject to the Special Redemption (as described below), each NSA OP Unit issued and outstanding immediately prior to the Partnership\nMerger Effective Time was automatically converted into a number of newly issued common units in PSA OP (“Public Storage OP Units”)\nequal to the Exchange Ratio, and (v) each preferred unit of NSA OP (each, an “NSA OP Preferred Unit”) issued and outstanding\nas of immediately prior to the Partnership Merger Effective Time was converted into the right to receive one unit of a corresponding class\nor series of newly issued preferred units of Public Storage OP having rights, preferences, privileges and voting powers that are materially\nunchanged from those of the corresponding class or series of NSA OP Preferred Units.\n\n \n\nPursuant to the terms and conditions of the Merger\nAgreement, each restricted share award of NSA (“NSA Restricted Share Award”) that remained outstanding and unvested immediately\nprior to the Company Merger Effective Time vested in full immediately prior to such effective time. The NSA Common Shares underlying such\nNSA Restricted Share Award were thereafter treated as issued and outstanding NSA Common Shares for purposes of the Merger Agreement and\nholders of such NSA Common Shares became entitled to receive the same merger consideration as holders of other outstanding NSA Common\nShares.\n\n \n\nExcept as otherwise described under Item 5.02 with\nrespect to the awards of 2026 time-based LTIP Units of NSA OP (“NSA OP LTIP Units”), pursuant to the terms of the Merger Agreement,\neach outstanding and unvested NSA OP LTIP Unit award (other than 2026 performance-based NSA OP LTIP Unit awards) vested in full immediately\nprior to the Partnership Merger Effective Time, with any applicable performance-based vesting conditions deemed achieved at target performance\nlevels. At the Partnership Merger Effective Time, each vested NSA OP LTIP Unit that was eligible for conversion was converted into one\nNSA OP Unit in accordance with the applicable award agreement and the Fourth Amended and Restated Agreement of Limited Partnership of\nNSA OP, dated as of May 30, 2024, as amended (the “NSA OP Agreement”). Following the Partnership Merger Effective Time,\nholders of such NSA OP LTIP Units became entitled to receive the same merger consideration payable in respect of NSA OP Units pursuant\nto the Merger Agreement.\n\n \n\nPromptly following the Partnership Merger Effective\nTime 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,\nan amount equal to all accrued and unpaid cash distributions with respect to such NSA OP LTIP Units up to and including the Partnership\nMerger Effective Time, without interest, in accordance with the terms of the applicable award agreements governing such NSA OP LTIP Units\nand the NSA OP Agreement.\n\n \n\n \n\n \n\n \n\nOn the Closing Date, as a result of the Mergers,\nPublic Storage issued approximately (i) 11,200,000 Public Storage Common Shares to former holders of NSA Common Shares and NSA’s\noutstanding equity awards, (ii) 9,569,557 Public Storage Series T Preferred Shares to former holders of NSA Series A Preferred\nShares, and (iii) 5,668,128 Public Storage Series U Preferred Shares to former holders of NSA Series B Preferred Shares.\n\n \n\nOn the Closing Date, in connection with the consummation\nof the Mergers, pursuant to the terms and conditions of the Merger Agreement, a subsidiary of Public Storage entered into a joint venture\n(the “Dropdown JV”) with certain holders of NSA OP Units as of immediately prior to the Special Redemption. The Dropdown JV\nholds 313 real estate assets contributed by NSA OP prior to the consummation of the Company Merger, valued at approximately $3.2 billion.\nImmediately following the consummation of the Company Merger, the Dropdown JV incurred approximately $2.2 billion of indebtedness, consisting\nof approximately $2.0 billion in secured mortgage financing from Goldman Sachs Bank USA and Wells Fargo Bank, National Association and\napproximately $237 million in mezzanine financing from a subsidiary of Public Storage. Pursuant to the Special Redemption, which was consummated\nin accordance with the NSA OP Agreement and the Merger Agreement, certain electing holders of NSA OP Units (each, a “Dropdown JV\nInvestor”) redeemed NSA OP Units in exchange for units in a Delaware limited liability company (the “Aggregator”) that\nholds an 80% equity interest in the Dropdown JV. An aggregate of 19,193,490 NSA OP Units held by electing limited partners in NSA OP were\nredeemed pursuant to the Special Redemption. Following the consummation of the transactions contemplated by the Merger Agreement, 80%\nof 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\nof Public Storage. For each NSA OP Unit contributed by a Dropdown JV Investor, such investor received one unit in the Dropdown JV, held\nindirectly through an interest in the Aggregator.\n\n \n\nThe foregoing description of the Merger Agreement\nand the transactions contemplated therein does not purport to be complete and is subject to, and qualified in its entirety by reference\nto, the full text of the Merger Agreement, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) as\nExhibit 2.1 to NSA’s Current Report on Form 8-K on March 17, 2026, and which is incorporated herein by reference."}