National Storage Affiliates Trust Merger Agreement
National Storage Affiliates Trust (the "Company") entered into a Merger Agreement on March 16, 2026, with Public Storage ("Parent"). The agreement outlines a plan for a business combination involving two mergers: first, the Company will merge with Merger Sub I, with Merger Sub I surviving. Second, the Partnership will merge with Merger Sub II, with the Partnership surviving. This transaction is intended to qualify as a reorganization for tax purposes. Shareholders of the Company will receive Parent common shares, while preferred shareholders will receive Parent preferred shares of corresponding classes. Partnership units will be converted into Parent OP units or cash, with specific provisions for different types of units, including LTIP units. The agreement includes customary representations, warranties, and covenants, with conditions for closing such as shareholder approval and regulatory filings. The parties have agreed not to solicit alternative transactions, with provisions for termination and a termination fee under certain circumstances. The agreement also details restrictions and allowances regarding dividends and distributions during the period before closing. Additionally, key executives have entered into Transaction Bonus Agreements, and a First Amendment to the Limited Partnership Agreement has been approved to facilitate certain redemptions and the formation of a joint venture.