Vice Chairperson Nordhagen Arlen Dale converted options into 4,631 units of Common shares of beneficial interest, returned 3,962,761 units of Common shares of beneficial interest to the company and returned 32,755 units of Series A Preferred Shares to the company, closing all direct ownership in the company (SEC Form 4) to satisfy tax liability
$NSA
Real Estate Investment Trusts
Real Estate
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
National Storage Affiliates Trust [ NSA ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 07/22/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common shares of beneficial interest, $0.01 par value(1) | 07/22/2026 | C | 4,631(1) | A | (1) | 3,817,257(1)(2) | D | |||
| Common shares of beneficial interest, $0.01 par value(1) | 07/22/2026 | D | 3,817,257(1) | D | (1)(2) | 0(2) | D | |||
| Common shares of beneficial interest, $0.01 par value(3) | 07/22/2026 | D | 145,504(3) | D | (2) | 0(2) | I | See Footnote(3) | ||
| Series A Preferred Shares | 07/22/2026 | D | 24,066(4) | D | (4) | 0(4) | D | |||
| Series A Preferred Shares | 07/22/2026 | D | 8,689(4)(5) | D | (4) | 0(4) | I | See Footnote(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LTIP Units(1)(6) | (1)(6)(7)(8) | 07/22/2026 | C | 28,424(1)(6) | (1)(6)(7)(8) | (9) | Class A OP Units(7) | 28,424(1)(6) | (1)(7) | 0(1)(6)(7) | D | ||||
| Class A OP Units(8)(10) | (8) | 07/22/2026 | D | 2,561,438(7)(8)(10) | (8) | (9) | Common shares of beneficial interest, $0.01 par value | 2,561,438(8)(10) | (7)(8)(10) | 0(7)(8)(10) | D | ||||
| Explanation of Responses: |
| 1. In connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of March 16, 2026 (the "Merger Agreement"), between the Issuer, Public Storage and certain other parties, each outstanding time-based long term incentive plan unit ("LTIP Unit") of NSA OP, LP (the "Partnership") that was granted to the Reporting Person in 2026 (such LTIP Units, the "2026 time-based LTIP Units") was converted on a one-for-one basis into an equal number of restricted common shares of beneficial interest, $0.01 par value, of the Issuer ("Restricted Shares"). |
| 2. Pursuant to the Merger Agreement, issued and outstanding common shares of beneficial interest, $0.01 par value of the Issuer, inclusive of Restricted Shares, were 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 and cash in lieu of any fractional shares. Certain Restricted Shares were surrendered to satisfy statutory minimum federal and state tax obligations associated with the vesting. |
| 3. Consists of 145,504 common shares of beneficial interest, $0.01 par value of the Issuer ("Shares") over which Mr. Nordhagen has voting or investment power, but not a pecuniary interest in. |
| 4. Pursuant to the Merger Agreement, each issued and outstanding 6.000% Series A cumulative redeemable preferred share of beneficial interest, par value $0.01 per share ("Series A Preferred Shares"), of the Issuer was converted into the right to receive one newly issued share of 6.000% Cumulative Preferred Shares of beneficial interest, Series T, par value $0.01 per share, of Public Storage. |
| 5. Consists of 8,689 Series A Preferred Shares over which Mr. Nordhagen has voting or investment power, but not a pecuniary interest in. |
| 6. Except as otherwise described above in Footnote 1 above with respect to the 2026 time-based LTIP Units, pursuant to the terms of the Merger Agreement, each outstanding and unvested LTIP Unit (other than performance-based LTIP Units granted in 2026) vested in full immediately prior to the effective time of the merger of a subsidiary of Public Storage into the Partnership (the "Partnership Merger"), with any applicable performance-based vesting conditions deemed achieved at target performance levels. Performance-based LTIP Units granted in 2026 and any Performance-based LTIP Units that would only vest at maximum performance levels were deemed forfeited. |
| 7. At the effective time of the Partnership Merger, each vested LTIP Unit that was eligible for conversion was converted into one Class A unit of limited partnership interest in the Partnership ("Class A OP Unit") in accordance with the Merger Agreement. |
| 8. Pursuant to the Merger Agreement, each Class A OP Unit issued and outstanding immediately prior to the effective time of the Partnership Merger was (i) automatically converted into the right to receive a number of newly issued common units in Public Storage OP, L.P., equal to the Exchange Ratio or (ii), at the election of holders of Class A OP Units, redeemed in exchange for one newly issued unit in NSA OP JV, LLC which holds 80% of the equity of the joint venture with Public Storage that holds certain identified real estate assets contributed by the Partnership. |
| 9. N/A. |
| 10. Includes (i) certain LTIP Units previously reported on a fully converted basis, as Class A OP Units, which were subsequently converted into Restricted Shares (as described in Footnote 1 above) or deemed forfeited (as described in Footnote 6 above) and (ii) certain Class X common units of limited liability company interest and certain Class X common units of limited partnership interest, as applicable (collectively, "DownREIT Class X Units"), of Corona Universal Self Storage, Fontana Universal Self Storage, Universal Self Storage Hesperia LLC, Hesperia Universal Self Storage, Universal Self Storage Highland, Loma Linda Universal Self Storage, Universal Self Storage San Bernardino LLC, Upland Universal Self Storage, and SecurCare American Portfolio, LLC. DownREIT Class X Units may be redeemed on a one-for-one basis for Class A OP Units. |
| /s/ Arlen Dale Nordhagen, by Zoya F. Afridi, his Attorney-in-fact | 07/22/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||