Form 8-K

8-K — National Storage Affiliates Trust

Accession: 0001104659-26-082717

Filed: 2026-07-10

Period: 2026-07-10

CIK: 0001618563

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2620251d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2620251d1_ex99-1.htm)

GRAPHIC (tm2620251d1_ex99-1img001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2620251d1_8k.htm · Sequence: 1

false

0001618563

2026-07-10

0001618563

us-gaap:CommonClassAMember

2026-07-10

0001618563

us-gaap:SeriesAPreferredStockMember

2026-07-10

0001618563

us-gaap:SeriesBPreferredStockMember

2026-07-10

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 10, 2026

National

Storage Affiliates Trust

(Exact name of registrant as specified in its

charter)

Maryland

001-37351

46-5053858

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

8400

East Prentice Avenue, 9th Floor

Greenwood

Village, Colorado,

80111

(Address of principal

executive offices)(Zip Code)

(720)

630-2600

(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 (see General Instruction A.2. below):

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. ¨

Item 8.01.

Other Events.

On July 10, 2026, National Storage Affiliates Trust issued a press

release entitled “National Storage Affiliates Trust Announces Anticipated Closing Date of Pending Transaction; Declares Dividend

in Connection with Pending Transaction.” The full text of the press release is filed as Exhibit 99.1 to this Current

Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are furnished with this report:

Exhibit Number

Description

99.1

Press Release of National Storage Affiliates

Trust, dated July 10, 2026.

104

Cover Page Interactive Data File (embedded

within the Inline XBRL document).

Cautionary Statement Regarding Forward-Looking

Statements

This

communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of

1933, as amended (the “Securities Act”), and in Section 21E of the Securities Exchange Act of 1934, as amended, which

are based on current expectations, estimates and projections about the industry and markets in which National Storage Affiliates Trust

(“NSA”) and Public Storage operate, as well as beliefs and assumptions of NSA and Public Storage. Words such as “anticipate,”

“become,” “believe,” “could,” “estimate,” “expect,” “forecast,”

“intend,” “may,” “outlook,” “plan,” “potential,” “possible,”

“predict,” “project,” “target,” “seek,” “shall,” “should,” “will,”

or “would,” including variations of such words and similar expressions, are intended to identify forward-looking statements.

All statements that address operating performance, events or developments that NSA or Public Storage expects or anticipates will occur

in the future are forward-looking statements, including statements relating to any possible transaction between NSA and Public Storage,

rent and occupancy growth, acquisition and development activity, acquisition and disposition activity, general conditions in the geographic

areas where NSA and Public Storage operate, NSA’s and Public Storage’s respective debt, capital structure and financial position

and NSA’s and Public Storage’s respective ability to form new ventures. Such forward-looking statements are not guarantees

of future performance and involve known and unknown risks, uncertainties, assumptions and other factors that are difficult to predict

and may cause the actual results to differ materially from future results expressed or implied by such forward-looking statements.

- 2 -

Important

factors, risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include

but are not limited to: (i) the parties’ ability to complete the proposed transaction on the proposed terms or on the anticipated

timeline, or at all, including risks and uncertainties related to NSA’s ability to obtain the required shareholder and unitholder

approval, and the parties’ ability to satisfy the other conditions to consummating the proposed transaction; (ii) the inability

to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction;

(iii) the risk that NSA’s business will not be integrated successfully with Public Storage’s or that such integration

may be more difficult, time-consuming or costly than expected; (iv) significant transaction costs and/or unknown or inestimable

liabilities; (v) potential litigation relating to the proposed transaction that could be instituted against NSA or its trustees,

managers or officers, including resulting expense or delay and the effects of any outcomes related thereto; (vi) the risk that disruptions

from the proposed transaction, including diverting the attention of NSA and Public Storage management from ongoing business operations,

will harm NSA’s and Public Storage’s businesses during the pendency of the proposed transaction or otherwise; (vii) certain

restrictions during the pendency of the business combination that may impact NSA’s and Public Storage’s ability to pursue

certain business opportunities or strategic transactions; (viii) the possibility that the business combination may be more expensive

to complete than anticipated, including as a result of unexpected factors or events; (ix) the occurrence of any event, change or

other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring NSA to pay a

termination fee; (x) the effect of the announcement of the proposed transaction on the ability of NSA and Public Storage to operate

their respective businesses and retain and hire key personnel, and to maintain favorable business relationships; (xi) risks related to

the market value of Public Storage common stock to be issued in the proposed transaction; (xii) other risks related to the completion

of the proposed transaction and actions related thereto; (xiii) potential business uncertainty, including changes to existing business

relationships, during the pendency of the business combination or otherwise that could affect NSA’s or Public Storage’s financial

performance; (xiv) legislative, regulatory and economic developments; (xv) unpredictability and severity of local, regional,

national and international economic, political and catastrophic climates, conditions and events, including but not limited to acts of

terrorism, outbreaks of war or hostilities or pandemics, as well as management’s response to any of the aforementioned factors;

(xvi) changes in global financial markets, interest rates and foreign currency exchange rates; (xvii) increased or unanticipated

competition affecting NSA’s or Public Storage’s properties; (xvii) risks associated with acquisitions, dispositions

and development of properties, including increased development costs due to additional regulatory requirements related to climate change;

(xix) maintenance of Real Estate Investment Trust status, tax structuring and changes in income tax laws and rates; (xx) risks

related to NSA’s and Public Storage’s investments in ventures, including NSA’s and Public Storage’s respective

abilities to establish new ventures; (xxi) environmental uncertainties, including risks of natural disasters; (xxii) those

risks and uncertainties set forth in NSA’s and Public Storage’s Annual Reports on Form 10-K for the year ended December 31,

2025 under the headings “Forward-Looking Statements” and “Cautionary Statement Regarding Forward-Looking Statements,”

respectively, and “Risk Factors,” as such risk factors may be amended, supplemented or superseded from time to time by other

reports filed by NSA or Public Storage, as the case may be, with the Securities and Exchange Commission (the “SEC”) from

time to time, which are available via the SEC’s website at www.sec.gov; and (xxiv) those risks that are described in the Registration

Statement and Proxy Statement/Prospectus that were filed with the SEC in connection with the proposed transaction and available from

the sources indicated below. There can be no assurance that the proposed transaction will be completed, or if it is completed, that it

will close within the anticipated time period. These factors should not be construed as exhaustive and should be read in conjunction

with the other forward-looking statements. Forward-looking statements relate only to events as of the date on which the statements are

made. Neither NSA nor Public Storage undertakes any obligation to publicly update or review any forward-looking statement except as required

by law, whether as a result of new information, future developments or otherwise. If one or more of these or other risks or uncertainties

materialize, or if NSA’s and Public Storage’s underlying assumptions prove to be incorrect, NSA’s, Public Storage’s

and the combined company’s actual results may vary materially from what NSA or Public Storage may have expressed or implied by

these forward-looking statements. NSA and Public Storage caution not to place undue reliance on any of NSA’s or Public Storage’s

forward-looking statements. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict

those events or how they may affect NSA or Public Storage.

No Offer or Solicitation

This communication is for informational purposes

only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to sell or the solicitation of

an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities

in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities

laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section

10 of the Securities Act.

- 3 -

Important Additional Information and Where

to Find It

connection with the proposed transaction between NSA and Public Storage, Public Storage filed with the SEC a registration statement

on Form S-4 (the “Registration Statement”) that includes a proxy statement of NSA that also constitutes a prospectus of Public

Storage (the “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus has been mailed to NSA’s shareholders

seeking their approval of the proposed transaction and other related matters. Each of NSA and Public Storage may also file other relevant

documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Registration Statement, Proxy

Statement/Prospectus or any other document that NSA or Public Storage (as applicable) may file with the SEC in connection with the proposed

transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF NSA AND Public Storage ARE URGED TO READ

CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE

FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE WITH THE

SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security

holders may obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and other documents filed with the SEC

by NSA and/or Public Storage, which contain important information, as they become available through the website maintained by the SEC

at www.sec.gov. Investors and security holders will be able to obtain free copies of the documents filed by NSA with the SEC on NSA’s

website at https://ir.nsastorage.com/sec-filings/all-sec-filings or by contacting NSA Investor Relations at ghoglund@nsareit.net. Security

holders will also be able to obtain free copies of the documents filed by Public Storage with the SEC on Public Storage’s website

at https://investors.publicstorage.com/financial-reports/sec-filings or by contacting Public Storage Investor Relations at investorrelations@publicstorage.com.

Participants in the Solicitation

NSA,

Public Storage, their respective trustees and certain of their respective executive officers may be deemed to be participants in the

solicitation of proxies from NSA’s shareholders in respect of the proposed transaction. Information

about the trustees and executive officers of NSA, including a description of their direct or indirect interests, by security holdings

or otherwise, is set forth in NSA’s proxy statement for its 2025 Annual Meeting of Shareholders under the headings “Our Board,”

“How We Are Paid,” “Compensation Discussion and Analysis,” “Summary Compensation and Other Tables,”

“Severance and Change in Control Arrangements,” “Certain Relationships and Related Transactions” and “Shareholder

Ownership Information,” which was filed with the SEC on March 28, 2025, and

in NSA’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on

February 26, 2026. To the extent holdings of NSA’s securities by its trustees

or executive officers have changed since the amounts set forth in NSA’s definitive proxy statement for its 2025 Annual Meeting

of Shareholders, such changes have been or will be reflected on an Initial Statement of Beneficial Ownership of Securities on Form 3,

Statement of Changes in Beneficial Ownership on Form 4 or Annual Statement of Changes in Beneficial Ownership on Form 5, in each case

filed with the SEC, and available on the SEC’s website at www.sec.gov. Information about the trustees and executive officers of

Public Storage, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Public

Storage’s proxy statement for its 2026 Annual Meeting of Shareholders under the headings “2025 Trustee Compensation,”

“Our Named Executive Officers,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,”

“Potential Payments Upon Termination or Change in Control,” “Outstanding Equity Awards in 2025,” “Additional

Information About Trustees, Executive Officers, and Management” and “Share Ownership of Trustees and Management,” which

was filed with the SEC on March 27, 2026, and in Public Storage’s Annual Report on

Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 12, 2026.

To the extent holdings of Public Storage’s securities by its trustees or executive officers have changed since the amounts set

forth in Public Storage’s definitive proxy statement for its 2026 Annual Meeting of Shareholders, such changes have been or will

be reflected on an Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on

Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5, in each case filed with the SEC and available on the SEC’s

website at www.sec.gov. Other information regarding the participants in the proxy solicitations and a description of their direct and

indirect interests, by security holdings or otherwise, are contained in the Registration Statement and the Proxy Statement/Prospectus

and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors

and security holders should read the Registration Statement and the Proxy Statement/Prospectus carefully before making any voting or

investment decisions. You may obtain free copies of these documents from NSA or Public Storage using the sources indicated above.

- 5 -

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.

National

Storage Affiliates Trust

By:

/s/

David G. Cramer

Name:

David G. Cramer

Title:

President and Chief Executive Officer

Date: July 10, 2026

- 6 -

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2620251d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

July 10,

2026

National Storage

Affiliates Trust Announces Anticipated Closing Date of Pending Transaction;

Declares Dividend in Connection with Pending Transaction

GREENWOOD VILLAGE,

Colo. - (BUSINESS WIRE) - National Storage Affiliates Trust (“NSA” or the "Company") (NYSE: NSA) announced

today that it expects the previously announced acquisition of NSA by Public Storage (the “Transaction”) to be completed on

or about July 22, 2026 following the special meeting of NSA’s common shareholders on July 14, 2026. The completion of

the Transaction remains subject to the approval of NSA’s common shareholders and other customary closing conditions.

On July 10,

2026, as contemplated by the merger agreement entered into in connection with the Transaction, the NSA Board of Trustees declared a special,

prorated cash dividend of $0.0336 per common share (the “pro rata dividend”) for the period from and including July 1,

2026 through July 21, 2026, payable immediately before the consummation of the Transaction, to holders of record at the close of

business on the business day immediately preceding the closing date of the Transaction and contingent upon the approval of the Transaction

by NSA equity holders, the satisfaction or waiver of the other conditions to the Transaction and the merger agreement not having been

terminated.

Based on the anticipated

closing date of the Transaction of July 22, 2026, the pro rata dividend will be payable immediately prior to the completion of the

Transaction on July 22, 2026 to the holders of record at the close of business on July 21, 2026.

If the closing

date of the Transaction is delayed past July 22, 2026, holders of NSA’s common shares will not receive the pro rata dividend

on July 22, 2026, and in such case NSA will make a public announcement providing further updates with respect to these matters.

Because the pro rata dividend payment will not be made if closing is delayed past July 22, 2026, The New York Stock Exchange (“NYSE”)

has advised the NSA common shares will trade with “due bills” representing an assignment of the right to receive the distribution

from the record date of July 21, 2026 up through the last day of trading on the NYSE (the “Due Bill Period”).

Holders who

sell their NSA common shares during the Due Bill Period will be selling their right to the pro rata dividend payment, and such holders

will not be entitled to receive the pro rata dividend payment. Due bills obligate a seller of NSA common shares to deliver the dividend

payable on such NSA common shares to the buyer (the “Dividend Right”).

The dividend record date of July 21, 2026 will be used as the date for establishing the due bill tracking of the Dividend Right to the

holder of NSA common shares. Due bill obligations are customarily settled between the brokers representing the buyers and the sellers

of securities. The Company has no obligation for either the amount of the due bill or the processing of the due bill. Buyers and sellers

of the NSA common shares should consult their brokers before trading to be sure they understand the effect of the NYSE’s due bill

procedures.

Pursuant to the

merger agreement, holders of NSA common shares will receive 0.14 of a Public Storage common share for each NSA common share they own

immediately prior to the effective time of the Transaction and holders of NSA OP units will receive 0.14 of a common unit in Public Storage’s

operating partnership (“Public Storage OP units”) for each NSA OP unit they own immediately prior to the effective time of

the Transaction. Subject to and following the closing of the Transaction, former NSA common shareholders and NSA OP unitholders who become

holders of Public Storage common shares or Public Storage OP units as a result of the Transaction will be eligible to receive dividends

and/or distributions in respect of such Public Storage common shares and/or Public Storage OP units received as a result of the Transaction

as and when declared by the Public Storage board of trustees, subject to holding such Public Storage common shares and/or Public Storage

OP units as of the applicable record date for any such dividend or distribution.

NSA also announced

that holders of a majority of the outstanding NSA OP units, excluding NSA OP units held, directly or indirectly, by NSA or any of its

subsidiaries, consented to the Transaction pursuant to the consent solicitation conducted by NSA in connection with the Transaction.

As a result, the approval of NSA’s common shareholders at the special meeting of NSA’s common shareholders on July 14,

2026 is the only remaining approval of NSA’s equity holders that is a condition to the completion of the Transaction.

For additional

information regarding the proposed transaction, please consult the definitive proxy statement filed by NSA with the U.S. Securities and

Exchange Commission on June 12, 2026.

About National

Storage Affiliates Trust

National Storage

Affiliates Trust is a real estate investment trust headquartered in Greenwood Village, Colorado, focused on the ownership, operation

and acquisition of self storage properties predominantly located within the top 100 metropolitan statistical areas throughout the United

States. As of March 31, 2026, the Company held ownership interests in and operated 1,061 self storage properties, located in 37

states and Puerto Rico with approximately 69.3 million rentable square feet, excluding three properties classified as held for sale,

that were sold to a third party in April 2026. NSA is one of the largest owners and operators of self storage properties among public

and private companies in the United States. For more information, please visit the Company’s website at www.nsastorage.com.

NSA is included in the MSCI US REIT Index (RMS/RMZ), the Russell 1000 Index of Companies and the S&P MidCap 400 Index.

Cautionary Statement

Regarding Forward-Looking Statements

This communication

contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the

“Securities Act”), and in Section 21E of the Securities Exchange Act of 1934, as amended, which are based on current

expectations, estimates and projections about the industry and markets in which National Storage Affiliates Trust (“NSA”)

and Public Storage operate, as well as beliefs and assumptions of NSA and Public Storage. Words such as “anticipate,” “become,”

“believe,” “could,” “estimate,” “expect,” “forecast,” “intend,”

“may,” “outlook,” “plan,” “potential,” “possible,” “predict,”

“project,” “target,” “seek,” “shall,” “should,” “will,” or “would,”

including variations of such words and similar expressions, are intended to identify forward-looking statements. All statements that

address operating performance, events or developments that NSA or Public Storage expects or anticipates will occur in the future are

forward-looking statements, including statements relating to any possible transaction between NSA and Public Storage, rent and occupancy

growth, acquisition and development activity, acquisition and disposition activity, general conditions in the geographic areas where

NSA and Public Storage operate, NSA’s and Public Storage’s respective debt, capital structure and financial position and

NSA’s and Public Storage’s respective ability to form new ventures. Such forward-looking statements are not guarantees of

future performance and involve known and unknown risks, uncertainties, assumptions and other factors that are difficult to predict and

may cause the actual results to differ materially from future results expressed or implied by such forward-looking statements.

2 | P a g e

Important factors,

risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include but are

not limited to: (i) the parties’ ability to complete the proposed transaction on the proposed terms or on the anticipated