National Storage Affiliates Trust

1. 1

   Merger Proposal

   ManagementBoard: FOR

   Approve the company merger (NSA merging into Merger Sub I) and the other transactions contemplated by the merger agreement; shareholder approval is a condition to closing.

   More detail

   The Merger Proposal seeks shareholder approval to consummate a multi‑step transaction under the merger agreement that will effect a company merger (NSA into Merger Sub I) and related partnership and Dropdown JV steps described in the proxy statement. Management is pursuing shareholder approval because the merger agreement conditions closing on affirmative approval by NSA common shareholders (a majority of all votes entitled to be cast on the matter) and related partnership consents; absent shareholder approval the mergers cannot close. The NSA board, after review with legal and financial advisors and receipt of a fairness opinion from Morgan Stanley, concluded the transaction is advisable and in the best interests of the company and recommended a FOR vote, citing strategic rationale, potential scale and synergies, and the negotiated economic terms (including the fixed exchange ratio). The proxy statement discloses that abstentions and broker non‑votes will count as votes AGAINST the Merger Proposal and explains the voting mechanics and additional approvals (e.g., NSA OP consents) required for closing. The filing also highlights potential conflicts of interest and payments to trustees and officers (including accelerated vesting, severance and other benefits) and discloses the board considered those interests in reaching its recommendation. The proposal is transaction‑level and governance‑significant: it changes shareholder rights (holders will become Public Storage shareholders) and is conditioned on customary regulatory, listing and documentation steps described in the merger agreement. If approved, the mergers are expected to close subject to satisfaction or waiver of the other closing conditions; if not approved by shareholders, the mergers will not occur. Given the board’s recommendation and Morgan Stanley’s fairness opinion, management frames the proposal as value‑creating relative to standalone or alternative options, while the disclosure also enumerates material risks, including timing, financing, regulatory approvals and the fixed exchange ratio exposure to market movement.

2. 2

   Compensation Proposal

   ManagementBoard: FOR

   Non‑binding, advisory vote to approve compensation that may be paid to NSA’s named executive officers that is based on or otherwise relates to the mergers, as disclosed in the proxy statement.

   More detail

   This is an advisory (non‑binding) shareholder vote required by Section 14A of the Exchange Act to provide shareholders the opportunity to approve payments to named executive officers that are tied to or triggered by the mergers. Management seeks a favorable advisory opinion to validate compensation practices and to provide shareholder input on the disclosed potential payments and benefits (including severance, accelerated equity vesting, transaction bonuses and other arrangements disclosed in the proxy). The proxy explicitly states that the advisory vote is non‑binding and that any contractually required payments to named executive officers will or may be paid regardless of the advisory vote’s outcome, subject to applicable conditions. The filing discloses the amounts and nature of potential payments in the indicated section and flags that trustees and officers have interests that may differ from shareholders, which the board considered. The NSA board recommends a FOR vote, and the board’s recommendation is presented alongside disclosure that abstentions and broker non‑votes do not affect the advisory vote tally (assuming quorum). For investors evaluating governance and pay‑for‑performance issues, this proposal offers a focused opportunity to express support or concern about merger‑related executive compensation, but it will not legally block payments if shareholders vote against it; management and the board note that they will consider the advisory vote's results in their compensation governance.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal.

   More detail

   The Adjournment Proposal asks shareholders to authorize the meeting chair to adjourn the special meeting one or more times, if necessary, to allow additional proxy solicitation so the Merger Proposal can reach the required vote threshold. Management seeks this authorization as a practical contingency: if the Merger Proposal lacks sufficient votes at the scheduled meeting, an adjournment permits extended solicitation rather than an immediate failed vote. The proxy statement explains that approval of this adjournment measure itself requires a majority of votes cast and is separate from the Merger and Compensation proposals; abstentions and broker non‑votes do not affect the adjournment vote count. The filing also explains constraints in the merger agreement on adjournments (for example, consultation and consent rights and limits on postponement frequency and duration), meaning the exercise of adjournment authority is not unfettered. From a governance perspective, the adjournment proposal is a standard procedural mechanism in M&A votes that gives management flexibility while balancing minority protections via required vote thresholds and contractual limitations negotiated with the buyer. Investors should weigh the adjournment authorization in the context of the underlying transaction merits and solicitation dynamics: while adjournments can facilitate completion of a board‑approved transaction, they also allow management to continue persuasion efforts after initial shareholder voting, which may matter to those focused on process and timing. The NSA board recommends a FOR vote to preserve the option of additional solicitation in case the Merger Proposal is short of the required votes on the meeting date.

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When is the National Storage Affiliates Trust 2026 special meeting?

National Storage Affiliates Trust (NSA) holds its 2026 special shareholder meeting on Tuesday, July 14, 2026.

What is the record date for the National Storage Affiliates Trust 2026 meeting?

The record date for the National Storage Affiliates Trust 2026 meeting is Monday, June 1, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the National Storage Affiliates Trust 2026 meeting?

Shareholders will vote on 3 proposals at the National Storage Affiliates Trust 2026 meeting, each tagged with who proposed it and the board's recommendation.