Form 8-K

8-K — National Storage Affiliates Trust

Accession: 0001104659-26-085888

Filed: 2026-07-22

Period: 2026-07-22

CIK: 0001618563

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — tm2620871d8_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2620871d8_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2620871d8_ex3-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 22, 2026

National

Storage Affiliates Trust

(Pelican Merger Sub I, LLC, as successor by

merger to National Storage Affiliates Trust)

(Exact name of registrant as specified in its charter)

Maryland

001-37351

93-2834996

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2811 Internet Boulevard

Frisco, Texas

75034

(Address of principal

executive offices)(Zip Code)

(469)

649-9486

(Registrant’s

telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbols

Name of each exchange on which

registered

Common Shares of Beneficial Interest, $0.01 par value per share

NSA

New York Stock Exchange

Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share

NSA Pr A

New York Stock Exchange

Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share

NSA Pr B

New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

On July 22, 2026 (the “Closing Date”),

Public Storage, a Maryland real estate investment trust (“Public Storage”), announced the completion of its previously announced

acquisition of National Storage Affiliates Trust, a Maryland real estate investment trust (“NSA”), pursuant to that certain

Agreement and Plan of Merger, dated as of March 16, 2026 (the “Merger Agreement”), by and among NSA, NSA OP, LP, a Delaware

limited partnership (“NSA OP”), Public Storage, Public Storage OP, L.P., a Delaware limited partnership (“PSA OP”),

Pelican Merger Sub I, LLC, a Maryland limited liability company and a wholly owned subsidiary of Public Storage (“Merger Sub I”),

and Pelican Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of PSA OP (“Merger Sub II”).

Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.

In connection with the completion of the transactions

contemplated by the Merger Agreement, (i) NSA OP consummated the Dropdown JV Contribution pursuant to the Dropdown JV Contribution

Agreement, (ii) following the consummation of the Dropdown JV Contribution, NSA merged with and into Merger Sub I, with Merger Sub

I continuing as the surviving company (the “Company Merger”), (iii) following the consummation of the Company Merger,

the Dropdown JV Financing was consummated as contemplated therein, (iv) following the consummation of the transactions described

in (i), (ii) and (iii) above, the redemption of Class A OP Units of NSA OP (the “NSA OP Units”) pursuant to

the Special Redemption was consummated immediately prior to the effective time of the Partnership Merger (the “Partnership Merger

Effective Time”), and (v) Merger Sub II merged with and into NSA OP, with NSA OP continuing as the surviving limited partnership

(the “Partnership Merger” and, together with the Company Merger, the “Mergers”).

Item 1.02

Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note

and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the consummation of the Mergers

on the Closing Date, NSA caused the repayment in full of all indebtedness, liabilities and other obligations outstanding under, and terminated

(except for contingent obligations and provisions that expressly survive such termination), that certain Third Amended and Restated Credit

Agreement, dated as of January 3, 2023 (as amended from time to time), by and among NSA OP, as borrower, NSA, certain of NSA’s

subsidiaries, as subsidiary guarantors, KeyBank National Association, as administrative agent, and a syndicated group of lenders party

thereto from time to time. NSA did not incur any material early termination penalties as a result of such termination.

In connection with the consummation of the Mergers

on the Closing Date, NSA caused the repayment in full of all indebtedness, liabilities and other obligations outstanding under, and terminated

(except for contingent obligations and provisions that expressly survive such termination), that certain Credit Agreement, dated as of

June 24, 2022 (as amended from time to time), by and among NSA OP, as borrower, NSA, certain of NSA’s subsidiaries, as subsidiary

guarantors, the lenders from time to time party thereto, and Capital One, National Association, as administrative agent. NSA did not incur

any material early termination penalties as a result of such termination.

In connection with the consummation of the Mergers

on the Closing Date, NSA caused the repayment in full of all indebtedness, liabilities and other obligations outstanding under, and terminated

(except for contingent obligations and provisions that expressly survive such termination), that certain Credit Agreement, dated as of

April 24, 2019 (as amended from time to time), by and among NSA OP, as borrower, NSA, certain of NSA’s subsidiaries, as subsidiary

guarantors, the lenders from time to time party thereto, and BMO Bank N.A., as administrative agent. NSA did not incur any material early

termination penalties as a result of such termination.

In connection with the consummation of the Mergers

on the Closing Date, NSA caused the repayment in full of all indebtedness, liabilities and other obligations outstanding under, and terminated

(except for contingent obligations and provisions that expressly survive such termination), that certain Credit Agreement, dated as of

December 21, 2018 (as amended from time to time), by and among NSA OP, as borrower, NSA, certain of NSA’s subsidiaries, as

subsidiary guarantors, the lenders from time to time party thereto, and The Huntington National Bank, as administrative agent. NSA did

not incur any material early termination penalties as a result of such termination.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note

and under Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, at the effective time of the

Company Merger (the “Company Merger Effective Time”), (i) each common share of beneficial interest, par value $0.01 per

share, of NSA (each, an “NSA Common Share”) issued and outstanding immediately prior to the Company Merger Effective Time

was 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 (“Public Storage Common Shares”) and cash in lieu of fractional shares, (ii) each

6.000% Series A cumulative redeemable preferred share of beneficial interest, par value $0.01 per share, of NSA (each, an “NSA

Series A Preferred Share”) issued and outstanding immediately prior to the Company Merger Effective Time was converted into

the right to receive one newly issued 6.000% Cumulative Preferred Share, Series T, par value $0.01 per share, of Public Storage (each,

a “Public Storage Series T Preferred Share”), having rights, preferences, privileges and voting powers that are materially

unchanged from those of the NSA Series A Preferred Shares, (iii) each 6.000% Series B cumulative redeemable preferred share

of beneficial interest, par value $0.01 per share, of NSA (each, an “NSA Series B Preferred Share”) issued and outstanding

immediately prior to the Company Merger Effective Time was converted into the right to receive one newly issued 6.000% Cumulative Preferred

Share, Series U, par value $0.01 per share, of Public Storage (each, a “Public Storage Series U Preferred Share”),

having rights, preferences, privileges and voting powers that are materially unchanged from those of the NSA Series B Preferred Shares,

(iv) subject to the Special Redemption (as described below), each NSA OP Unit issued and outstanding immediately prior to the Partnership

Merger Effective Time was automatically converted into a number of newly issued common units in PSA OP (“Public Storage OP Units”)

equal to the Exchange Ratio, and (v) each preferred unit of NSA OP (each, an “NSA OP Preferred Unit”) issued and outstanding

as of immediately prior to the Partnership Merger Effective Time was converted into the right to receive one unit of a corresponding class

or series of newly issued preferred units of Public Storage OP having rights, preferences, privileges and voting powers that are materially

unchanged from those of the corresponding class or series of NSA OP Preferred Units.

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.

Except as otherwise described under Item 5.02 with

respect to the awards of 2026 time-based LTIP Units of NSA OP (“NSA OP LTIP Units”), pursuant to the terms of the Merger Agreement,

each outstanding and unvested NSA OP LTIP Unit award (other than 2026 performance-based NSA OP LTIP Unit awards) vested in full immediately

prior to the Partnership Merger Effective Time, with any applicable performance-based vesting conditions deemed achieved at target performance

levels. At the Partnership Merger Effective Time, each vested NSA OP LTIP Unit that was eligible for conversion was converted into one

NSA OP Unit in accordance with the applicable award agreement and the Fourth Amended and Restated Agreement of Limited Partnership of

NSA OP, dated as of May 30, 2024, as amended (the “NSA OP Agreement”). Following the Partnership Merger Effective Time,

holders of such NSA OP LTIP Units became entitled to receive the same merger consideration payable in respect of NSA OP Units pursuant

to the Merger Agreement.

Promptly following the Partnership Merger Effective

Time on the Closing Date, NSA OP paid each holder of NSA OP LTIP Units, other than performance-vesting NSA OP LTIP Units granted in 2026,

an amount equal to all accrued and unpaid cash distributions with respect to such NSA OP LTIP Units up to and including the Partnership

Merger Effective Time, without interest, in accordance with the terms of the applicable award agreements governing such NSA OP LTIP Units

and the NSA OP Agreement.

On the Closing Date, as a result of the Mergers,

Public Storage issued approximately (i) 11,200,000 Public Storage Common Shares to former holders of NSA Common Shares and NSA’s

outstanding equity awards, (ii) 9,569,557 Public Storage Series T Preferred Shares to former holders of NSA Series A Preferred

Shares, and (iii) 5,668,128 Public Storage Series U Preferred Shares to former holders of NSA Series B Preferred Shares.

On the Closing Date, in connection with the consummation

of the Mergers, pursuant to the terms and conditions of the Merger Agreement, 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.

Immediately following the consummation of the Company Merger, the Dropdown JV incurred approximately $2.2 billion of indebtedness, consisting

of approximately $2.0 billion in secured mortgage financing from Goldman Sachs Bank USA and Wells Fargo Bank, National Association and

approximately $237 million in mezzanine financing from a subsidiary of Public Storage. Pursuant to the Special Redemption, which was consummated

in accordance with the NSA OP Agreement and the Merger Agreement, certain electing holders of NSA OP Units (each, a “Dropdown JV

Investor”) redeemed NSA OP Units in exchange for units in a Delaware limited liability company (the “Aggregator”) that

holds an 80% equity interest in the Dropdown JV. An aggregate of 19,193,490 NSA OP Units held by electing limited partners in NSA OP were

redeemed pursuant to the Special Redemption. Following the consummation of the transactions contemplated by the Merger Agreement, 80%

of the common equity of the Dropdown JV was held by the Aggregator and 20% of the common equity of the Dropdown JV was held by a subsidiary

of Public Storage. For each NSA OP Unit contributed by a Dropdown JV Investor, such investor received one unit in the Dropdown JV, held

indirectly through an interest in the Aggregator.

The foregoing description of the Merger Agreement

and the transactions contemplated therein does not purport to be complete and is subject to, and qualified in its entirety by reference

to, the full text of the Merger Agreement, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) as

Exhibit 2.1 to NSA’s Current Report on Form 8-K on March 17, 2026, and which is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note

and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the completion of the Company

Merger, NSA notified the New York Stock Exchange (the “NYSE”) on the Closing Date that articles of merger were filed with

the State Department of Assessments and Taxation of Maryland and that, at the Company Merger Effective Time, each outstanding NSA Common

Share, NSA Series A Preferred Share, and NSA Series B Preferred Share was converted into the right to receive the applicable

consideration pursuant to the Merger Agreement, as described under Item 2.01. NSA requested that the NYSE delist NSA Common Shares, NSA

Series A Preferred Shares, and NSA Series B Preferred Shares and, as a result, trading of NSA Common Shares, NSA Series A

Preferred Shares, and NSA Series B Preferred Shares was suspended prior to the opening of the NYSE on the Closing Date. The NYSE

filed notifications of removal from listing on Form 25 with the SEC, notifying the SEC of the delisting of NSA Common Shares, NSA

Series A Preferred Shares, and NSA Series B Preferred Shares and the withdrawal of registration of NSA Common Shares, NSA Series A

Preferred Shares, and NSA Series B Preferred Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”). Following the effectiveness of the Form 25, NSA intends to file with the SEC a certification on

Form 15 regarding the termination of registration of NSA Common Shares, NSA Series A Preferred Shares, and NSA Series B

Preferred Shares under the Exchange Act and the suspension of NSA’s reporting obligations with respect to NSA Common Shares, NSA

Series A Preferred Shares, and NSA Series B Preferred Shares.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note

and under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the consummation of the Mergers

on the Closing Date, holders of NSA Common Shares, NSA Series A Preferred Shares, and NSA Series B Preferred Shares ceased to

have any rights as shareholders of NSA, other than the right to receive Public Storage Common Shares (and cash in lieu of fractional shares),

Public Storage Series T Preferred Shares, and Public Storage Series U Preferred Shares as set forth under Item 2.01 in accordance

with the terms of the Merger Agreement.

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note

and under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the completion of the Company Merger,

a change in control of NSA occurred, and NSA is now an indirect subsidiary of Public Storage.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note

and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the transactions contemplated

by the Merger Agreement, each outstanding award of time-based NSA OP LTIP Units granted in 2026 was converted on a one-for-one basis into

an NSA Restricted Share Award covering an equal number of NSA Common Shares. Consistent with the treatment of other NSA Restricted Share

Awards under the Merger Agreement, the converted awards vested in full immediately prior to the Company Merger Effective Time and were

thereafter converted into the right to receive Public Storage Common Shares pursuant to the terms of the Merger Agreement applicable to

NSA Common Shares. Accordingly, holders of such awards received Public Storage Common Shares in respect of such awards. Absent this conversion

into NSA Restricted Share Awards, under the terms of the Merger Agreement, all outstanding time-based NSA OP LTIP Units granted in 2026

would have fully vested immediately prior to the Partnership Merger Effective Time and would have converted into Public Storage OP Units.

This treatment applied to time-based 2026 NSA OP LTIP Units held by NSA’s named executive officers and trustees as of immediately

prior to the Company Merger Effective Time in the following numbers: David Cramer (40,412), William Cowan (20,374), Tamara Fischer (16,670),

Brandon Togashi (16,962), Tiffany Kenyon (9,516), and Arlen Nordhagen (4,631).

In connection with the consummation of the Mergers

on the Closing Date, (i) each member of NSA’s board of trustees (the “Board”) ceased to be a member of the Board

and ceased to be a member of any committee of the Board on which such trustees served, and (ii) all of NSA’s officers ceased

to be officers of NSA, effective as of the Company Merger Effective Time by operation

of the Company Merger.

On the Closing Date, following the consummation

of the Mergers, the employment of each of NSA’s named executive officers terminated. Pursuant to the terms of their previously disclosed

employment agreements, such terminations constituted terminations by NSA without “cause” (as defined in each named executive

officer’s employment agreement). As a result, the named executive officers became entitled to receive the severance payments and

benefits provided under their respective employment agreements, subject to compliance with the applicable terms and conditions thereof,

including the execution and non-revocation of releases of claims and compliance with applicable restrictive covenants. A description of

the material severance payments and benefits payable to NSA’s named executive officers in connection with the Mergers is set forth

under the caption “Interests of NSA’s Trustees and Executive Officers in the Mergers” in the Definitive Proxy Statement

on Schedule 14A, filed by NSA with the Securities and Exchange Commission on June 12, 2026, and is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information provided in the Introductory Note

and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the consummation of the Company

Merger on the Closing Date, the articles of incorporation and bylaws of NSA ceased to be in effect and the articles of organization and

limited liability company operating agreement of Merger Sub I became the articles of organization and limited liability company operating

agreement of the surviving company, in accordance with the terms of the Merger Agreement. Copies of the articles of organization and limited

liability company operating agreement of the surviving company are furnished as Exhibit 3.1 and Exhibit 3.2 hereto, respectively,

and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

2.1

Agreement and Plan of Merger, dated as of March 16, 2026, by and among National Storage Affiliates Trust, NSA OP, LP, Public Storage, Public Storage OP, L.P., Pelican Merger Sub I, LLC and Pelican Merger Sub II, LLC (incorporated by reference to Exhibit 2.1 to NSA’s Form 8-K, filed March 17, 2026).*

3.1

Articles of Organization of Pelican Merger Sub I, LLC.

3.2

Pelican Merger Sub I, LLC Operating Agreement.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Schedules and exhibits have been omitted pursuant to Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. Parent agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request; provided, however, that Parent may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 22, 2026

Pelican Merger Sub I, LLC, as successor by merger to National Storage Affiliates Trust

By:

/s/ Steven C. Babinski

Name:

Steven C. Babinski

Title:

Assistant Secretary

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2620871d8_ex3-1.htm · Sequence: 2

Exhibit 3.1

PELICAN MERGER SUB I,

LLC

ARTICLES OF ORGANIZATION

THESE

ARTICLES OF ORGANIZATION of Pelican Merger Sub I, LLC (the “Company”) are being executed by the undersigned for

the purpose of forming a limited liability company pursuant to the Maryland Limited Liability Company Act.

FIRST:

The name of the Company is:

Pelican Merger Sub I, LLC

SECOND:

The purpose for which the Company is formed is to engage in any lawful act or activity for which limited liability companies may be organized

under the general laws of the State of Maryland as now or hereafter in force.

THIRD:         The address of the principal office of the Company in this State is c/o CSC-Lawyers Incorporating Service Company, 7 Saint Paul Street,

Suite 820, Baltimore, Maryland 21202.

FOURTH:

The name and address of the resident agent of the Company are CSC-Lawyers Incorporating Service Company, 7 Saint Paul Street, Suite 820,

Baltimore, Maryland 21202.

FIFTH:

Pursuant to § 4A-401(a)(3) of the Maryland Limited Liability Company Act, no member of the Company shall be an agent of the Company

solely by virtue of being a member, and no member shall have authority to act for the Company solely by virtue of being a member.

WITNESS WHEREOF, the undersigned, being an authorized person of the Company, has executed these Articles of Organization on

this 12th day of March, 2026.

/s/ Steven C. Babinski

Steven C. Babinski, Authorized Person

/s/ Jennifer Strickland

Resident Agent

JENNIFER STRICKLAND AUTHORIZED REP

Filing Party’s Return Address:

2811 Internet Boulevard

Frisco, Texas 75034

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2620871d8_ex3-2.htm · Sequence: 3

Exhibit 3.2

PELICAN MERGER SUB I, LLC

OPERATING AGREEMENT

This Operating Agreement (this

“Agreement”) is entered into effective as of the 12th day of March, 2026, by and between Public Storage, a Maryland

real estate investment trust (the “Owner”), and Pelican Merger Sub I, LLC.

Explanatory Statement

The Owner has determined to

organize and operate a limited liability company in accordance with the terms of, and subject to the conditions set forth in, this Agreement.

NOW, THEREFORE, the

terms and conditions under which the limited liability company are to be organized and operated are as follows:

Section I

Defined Terms

The following capitalized

terms shall have the meanings specified in this Section I. Other terms are defined in the text of this Agreement; and, throughout this

Agreement, those terms shall have the meanings respectively ascribed to them.

“Act” means the

Maryland Limited Liability Company Act, as amended from time to time.

“Agreement” means

this Agreement, as amended from time to time.

“Cash Flow” means

all cash funds derived from operations of the Company (including interest received on reserves), without reduction for any noncash charges,

but less cash funds used to pay operating expenses and to pay or establish reasonable reserves for future expenses, debt payments, capital

improvements and replacements as determined by the Owner. Cash Flow shall be increased by the reduction of any reserve previously established.

“Code” means the

Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

“Company” means

the limited liability company organized in accordance with this Agreement.

“Interest” means

a Person’s share of the Profits and Losses of, and the right to receive distributions from, the Company. The Interests of the Members

are set forth on Exhibit A.

“Interest Holder”

means any Person who holds an Interest, whether as a Member or as an unadmitted assignee of a Member.

“Involuntary

Withdrawal” means, with respect to the Owner, the occurrence of any of the events set forth in Section 4A-606(3) through (9) of

the Act.

“Member” means

the Person signing this Agreement and any Person who subsequently is admitted as a member of the Company.

“Membership Rights”

means all of the rights of a Member in the Company, including a Member’s: (i) Interest; (ii) right to inspect the Company’s

books and records; (iii) right to participate in the management of and vote on matters coming before the Company; and (iv) unless this

Agreement or the Articles of Organization provide to the contrary, right to act as an agent of the Company.

“Person” means

and includes an individual, corporation, partnership, association, limited liability company, trust, estate or other entity.

“Profit” and “Loss”

mean, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income

or loss determined in accordance with the Code.

“SDAT” means the

State Department of Assessments and Taxation of Maryland.

“Successor” means

all Persons to whom all or any part of an Interest is transferred either because of (i) the sale or gift by the Owner of all or any part

of the Owner’s Interest, (ii) an assignment of the Owner’s Interest due to the Owner’s Involuntary Withdrawal or (iii)

the death of the Owner and the Persons that are the Owner’s personal representatives, heirs, or legatees.

“Transfer” means,

when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment or other transfer, and, when used as a verb, means

voluntarily to sell, hypothecate, pledge, assign or otherwise transfer.

“Withdrawal” means

a Member’s dissociation from the Company by any means.

Section II

Formation and Name; Office; Purpose

2.1.          Organization.

The Owner hereby organizes a limited liability company pursuant to the Act and the provisions of this Agreement and, for that purpose,

has caused Articles of Organization to be prepared, executed and filed with the SDAT on March 12, 2026.

2.2.          Name

of the Company. The name of the Company shall be “Pelican Merger Sub I, LLC”. The Company may do business under that name

and under any other name or names upon which the Owner may, in the Owner’s sole discretion, determine. If the Company does business

under a name other than that set forth in its Articles of Organization, then the Company shall file a trade name certificate as required

by law.

-2-

2.3.          Purpose.

The Company is organized to engage in any business permitted under the Act and to have all of the powers permitted by Section 4A-203 of

the Act.

2.4.          Principal

Office. The principal office of the Company in the State of Maryland shall be c/o CSC-Lawyers Incorporating Service Company, 7 Saint

Paul Street, Suite 820, Baltimore, Maryland 21202, or any other place within the State of Maryland which the Owner, in the Owner’s

sole discretion, determines.

2.5.          Resident

Agent. The name and address of the Company’s resident agent in the State of Maryland shall be CSC-Lawyers Incorporating Service

Company, 7 Saint Paul Street, Suite 820, Baltimore, Maryland 21202.

2.6.          Principal

Executive Office. The principal executive office of the Company shall be 2811 Internet Boulevard, Frisco, Texas 75034, or any other

place which the Owner, in the Owner’s sole discretion, determines.

2.7.          Members.

The name and present mailing address of the Owner are set forth on Exhibit A.

Section III

Members; Capital; Capital Accounts

3.1.          Capital

Contributions. Each Member may make capital contributions to the Company in such amounts and at such times as such Member may deem

appropriate; provided, that absent such determination, such Member is under no obligation whatsoever, express or implied, to make any

such contribution or loan to the Company.

3.2.          No

Other Capital Contributions Required. No Member shall be required to contribute any additional capital to the Company and, except

as set forth in the Act, no Member shall have any personal liability for any obligations of the Company.

3.3.          Loans.

Any Member may, at any time, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and

the Member agree.

Section IV

Profit, Loss, and Distributions

4.1.          Distributions

of Cash Flow. The Company will distribute Cash Flow to the Owner at such times and in such amounts as the Owner shall determine.

4.2.          Allocation

of Profit or Loss. All Profit or Loss shall be allocated to the Owner.

4.3.          Liquidation

and Dissolution. If the Company is liquidated, the assets of the Company shall be distributed to the Owner or to a Successor or Successors.

-3-

4.4           Tax

Treatment. For U.S. federal and applicable state and local income tax purposes, the Company shall be treated as an entity that is

disregarded as separate from the Owner.

Section V

Management: Rights, Powers, and Duties

5.1.          Management.

The business and affairs of the Company shall be managed under the direction of the Owner. The Owner may from time to time elect or appoint

such officers or agents with such powers and duties as it shall deem necessary or desirable.

5.2.          Personal

Services. The Owner shall not be required to perform services for the Company solely by virtue of being a Member. However, it is expected

that the business and affairs of the Company shall be managed, controlled and operated by the Owner. It is in consideration of these services

that the Company is distributing all of its Cash Flow and allocating all of its Profits to the Owner.

5.3.          Liability

and Indemnification.

5.3.1.       The Owner shall not be

liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Owner with respect to Company

matters, except for fraud.

5.3.2.       The Company shall indemnify

the Owner for any act performed by the Owner with respect to Company matters, except for fraud.

Section VI

Transfer of Interests and Withdrawals of Members

6.1.          Transfers.

The Owner may Transfer all, or any portion of, the Owner’s Membership Rights to one or more Successors.

6.2.          Transfer

to a Successor. In the event of any Transfer of all or any part of the Owner’s Interest to a Successor, the Successor shall

thereupon become a Member and the Company shall be continued.

Section VII

Dissolution, Liquidation, and Termination of

the Company

7.1.          Events

of Dissolution. The Company shall be dissolved if:

7.1.1.       The Owner determines,

or if a Successor determines, or all of the Successors unanimously determine, to dissolve the Company.

7.1.2.       The Company has no Members

for a period of ninety (90) consecutive days.

-4-

The Company shall not dissolve

merely because of the Owner’s Involuntary Withdrawal, unless the Company has no Members for a period of ninety (90) consecutive

days.

7.2.          Procedure

for Winding Up and Dissolution. If the Company is dissolved, the affairs of the Company shall be wound up. On winding up of the Company,

the assets of the Company shall be distributed, first to creditors of the Company in satisfaction of the liabilities of the Company, and

then to the Persons who are the Members of the Company in proportion to their Interests.

7.3.          Filing

of Articles of Cancellation. If the Company is dissolved, Articles of Cancellation shall be promptly filed with the SDAT. If there

are no remaining Members, the Articles of Cancellation shall be filed by the last Person to be a Member; if there are no remaining Members,

or a Person who last was a Member, the Articles of Cancellation shall be filed by the legal or personal representatives of the Person

who last was a Member.

Section VIII

Books, Records, Accounting, and Tax Elections

8.1.          Bank

Accounts. All funds of the Company shall be deposited in a bank account or accounts opened in the Company’s name. The Owner

shall determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts and the Persons

who will have authority with respect to the accounts and the funds therein.

8.2.          Annual

Accounting Period. The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be

selected by the Owner, subject to the requirements and limitations of the Code.

Section IX

General Provisions

9.1.         Assurances.

The Owner shall execute all such certificates and other documents and shall do all such filing, recording, publishing and other acts as

the Owner deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any

laws, rules and regulations relating to the acquisition, operation or holding of the property of the Company.

9.2.          Applicable

Law. All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations

imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Maryland.

9.3.          Section

Titles. The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this

Agreement or the intent of the provisions hereof.

-5-

9.4.          Binding

Provisions. This Agreement is binding upon, and inures to the benefit of, the Owner and the Owner’s heirs, executors, administrators,

personal and legal representatives, Successors and permitted assigns.

9.5.          Terms.

Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person

may in the context require.

9.6.          Separability

of Provisions. Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions

herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect

those portions of this Agreement which are valid.

[SIGNATURE PAGE FOLLOWS]

-6-

WITNESS WHEREOF, the Owner and the Company have executed, or caused this Agreement to be executed, as of the date set forth

hereinabove.

PUBLIC STORAGE

/s/ Steven C. Babinski

Name:

Steven C. Babinski

Title:

Vice President, Associate

General Counsel, and Assistant Secretary

PELICAN

MERGER SUB I, llc

By: Public Storage, its sole member

/s/ Steven C. Babinski

Name:

Steven C. Babinski

Title:

Vice President, Associate

General Counsel, and Assistant Secretary

[Signature Page to Operating

Agreement – Pelican Merger Sub I, LLC]

EXHIBIT A

Name and Address of

Member

Interest

Public Storage

2811 Internet

Boulevard

Frisco, Texas 75034

100 %

Exhibit A

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Jul. 22, 2026

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0001618563

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93-2834996

Entity Incorporation, State or Country Code

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