{"url_path":"/sec/psa/8-k/2026-07-22/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1393311/0001193125-26-312563-index.html","accession_number":"0001193125-26-312563","cik":"0001393311","ticker":"PSA","issuer_name":"Public Storage","edgar_url":"https://www.sec.gov/Archives/edgar/data/1393311/0001193125-26-312563-index.html","primary_entity_key":"0001393311","primary_entity_name":"Public Storage"},"word_count":1441,"has_tables":true,"body_markdown":"Item 2.01\n\nCompletion of Acquisition or Disposition of Assets.\n\nThe information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.\n\nOn 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\n\n \n\n-2-\n\nare 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.\n\nPursuant 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.\n\nPursuant 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.\n\nPromptly 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.\n\nIn 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.\n\nOn 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.\n\nOn 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\n\n \n\n-3-\n\naggregate 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.\n\nThe 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."}