National Storage Affiliates Trust (NSA) Proxy filing summary

Executive summary

• The board approved a merger agreement for NSA to be acquired by Public Storage, involving a multi-step transaction including a company merger, asset contribution to a joint venture (Dropdown JV), financing, special redemptions, and a partnership merger, with NSA OP becoming an indirect subsidiary of Public Storage.

• NSA common shareholders will receive 0.1400 Public Storage common shares per NSA share, and preferred shareholders will receive equivalent Public Storage preferred shares with materially unchanged terms.

• The exchange ratio is fixed, and the value of the merger consideration will fluctuate with Public Storage's share price until closing.

• Upon completion, former NSA shareholders will own approximately 5.8% of Public Storage.

• The special meeting to vote on the merger is scheduled for July 14, 2026, and will be held virtually.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger and related transactions, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more proxies are needed.

• Approval of the merger requires a majority of votes cast by NSA common shareholders; preferred shareholders may attend but not vote.

• The board recommends voting FOR all proposals.

• Officer shareholders holding 7.4% of votes have agreed to support the merger.

Board of directors and corporate governance

• The NSA board, after a strategic review and negotiations with multiple parties, unanimously determined the merger is in the best interests of shareholders and recommends approval.

• The board considered alternative strategies, the process with multiple bidders, and the benefits of the Dropdown JV structure for unitholder support.

• The merger agreement includes provisions for indemnification and insurance for current and former directors and officers.