Public Storage completes $3.5B NSA acquisition, adding 1,000+ properties and 500K customers

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 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.

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.

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.

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.

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.

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.”

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.

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.