07/22/2026 | Press release | Distributed by Public on 07/22/2026 15:27
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LTIP Units(1)(4) | (1)(4)(5)(6) | 07/22/2026 | C | 110,209(1)(4) | (1)(4)(5)(6) | (7) | Class A OP Units(5) | 110,209(1)(4) | (1)(4) | 0 (1)(4)(5) | I | See footnote(3) | |||
| Class A OP Units(5)(6) | (6) | 07/22/2026 | D | 227,132(5)(6)(8) | (6) | (7) | Common shares of beneficial interest, $0.01 par value | 227,132(5)(6) | (5)(6)(8) | 0 (5)(6)(8) | I | See footnote(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Togashi Brandon C/O NATIONAL STORAGE AFFILIATES TRUST 8400 EAST PRENTICE AVENUE, 9TH FLOOR GREENWOOD VILLAGE, CO 80111 |
Chief Financial Officer | |||
| /s/ Brandon Togashi, by Zoya F. Afridi, his Attorney-in-fact | 07/22/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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, 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) | Held by BRANDON S TOGASHI & CHELSEA A HILSENDAGER CO TTEES THE TOGASHI REV LIV TR U/A/D 06/04/2021 for which the Reporting Person has or shares voting and/or investment power. This filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein. |
| (4) | 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. |
| (5) | 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. |
| (6) | 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. |
| (7) | N/A. |
| (8) | Includes 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 4 above). |