Investing in the Series B Preferred Shares involves risks. See "Risk Factors" beginning on page S-5 of this prospectus supplement, the risks set forth under the caption "Item 1A. Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2022 (our "2022 10-K"), our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 (our "2023 10-Qs"), which are incorporated by reference herein and any risk factors described in the other documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date of this prospectus supplement and prior to the termination of this offering, which will be considered to be incorporated by reference into this prospectus supplement and the accompanying prospectus.

•market trends in our industry, interest rates, inflation, the debt and lending markets or the general economy;

•our business and investment strategy;

•the acquisition of properties, including those under contract, and the ability of our acquisitions to achieve underwritten capitalization rates and our ability to execute on our acquisition pipeline;

•our internalization of retiring participating regional operators ("PROs");

•the timing of acquisitions;

•our relationships with, and our ability and timing to attract additional PROs;

•our ability to effectively align the interests of our PROs with us and our shareholders;

•the integration of our PROs and their managed portfolios into the company, including into our financial and operational reporting infrastructure and internal control framework;

•our operating performance and projected operating results, including our ability to achieve market rents and occupancy levels, reduce operating expenditures and increase the sale of ancillary products and services;

•our ability to access additional off-market acquisitions;

•actions and initiatives of the U.S. federal, state and local government and changes to U.S. federal, state and local government policies and the execution and impact of these actions, initiatives and policies;

•the state of the U.S. economy generally or in specific geographic regions, states, territories or municipalities;

•economic trends and economic recoveries;

•our ability to obtain and maintain financing arrangements on favorable terms;

•general volatility of the securities markets in which we participate;

•impacts from highly infectious or contagious diseases, including unfavorable changes to economic conditions that could adversely affect occupancy levels, rental rates, expenses and the ability of our tenants to pay rent;

•impacts from adverse developments affecting the financial services industry, whether actual or perceived, such as events or concerns involving liquidity, defaults or non-performance by financial

•changes in the value of our assets;

•projected capital expenditures;

•the impact of technology on our products, operations, and business;

•the implementation of our technology and best practices programs (including our ability to effectively implement our integrated Internet marketing strategy);

•changes in interest rates and the degree to which our hedging strategies may or may not protect us from interest rate volatility;

•impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters;

•our ability to continue to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes;

•availability of qualified personnel;

•the timing of conversions of subordinated performance units in our operating partnership and subsidiaries of our operating partnership into OP units in our operating partnership, the conversion ratio in effect at such time and the impact of such convertibility on our diluted earnings (loss) per share;

•the risks of investing through joint ventures, including whether the anticipated benefits from a joint venture are realized or may take longer to realize than expected;

•estimates relating to our ability to make distributions to our shareholders in the future; and

•our understanding of our competition.

Investment in the Series B Preferred Shares offered pursuant to this prospectus supplement and the accompanying prospectus involves a high degree of risk. Before making an investment decision, you should carefully consider the risk factors described below and under the caption "Item 1A. Risk Factors" in our 2022 10-K and our 2023 10-Qs, and our other filings under the Exchange Act that are incorporated or deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus. Any of these risks described could materially adversely affect our business, financial condition, liquidity, results of operations, prospects, tax status or ability to make distributions to our shareholders. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If this were to happen, the price of our offered shares could decline significantly and you could lose a part or all of your investment. See "Forward-Looking Statements" beginning on page S-3 of this prospectus supplement and "Where You Can Find More Information" beginning on page S-38 of this prospectus supplement.

•the market for similar securities;

•government action or regulation;

•actual or anticipated variations in our quarterly operating results or dividends;

•changes in our funds from operations or earnings estimates;

•publication of research reports about us or the real estate industry;

•increases in market interest rates that lead purchasers of our shares to demand a higher yield;

•changes in market valuations of similar companies;

•adverse market reaction to any additional debt we incur in the future;

•additions or departures of key management personnel;

•actions by institutional shareholders;

•speculation in the press or investment community;

•the realization of any of the other risk factors presented in this prospectus supplement, including the risks incorporated by reference herein from our most recent Annual Report on Form 10-K;

•the extent of investor interest in our securities;

•the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;

•our underlying asset value;

•investor confidence in the stock and bond markets, generally;

•changes in tax laws;

•future equity issuances;

•failure to meet earnings estimates;

•failure to qualify and maintain our qualification as a REIT or the failure of any REIT that we form or acquire to qualify and maintain its qualification as a REIT;

•changes in our credit ratings;

•litigation or threatened litigation, which may divert our management's time and attention, require us to pay damages and expenses or restrict the operation of our business;

•general market and economic conditions;

•our issuance of debt or preferred equity securities; and

•our financial condition, results of operations and prospects.

(1)    Information for each holder in the table above is as of September 14, 2023. Each holder disclaims beneficial ownership over the common shares shown in the table, except to the extent of his, her or its pecuniary interest therein.

•senior to all classes or series of our common shares, and to all other classes or series of our equity shares expressly designated as ranking junior to the Series B Preferred Shares as to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up;

•on parity with the Series A Preferred Shares and any class or series of our equity shares expressly designated as ranking on parity with the Series A Preferred Shares and the Series B Preferred Shares as to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up (all such equity shares of the Trust ranking on parity with the Series B Preferred Shares as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Trust, the "parity preferred shares"); and

•junior to any class or series of our equity shares expressly designated as ranking senior to the Series B Preferred Shares as to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up, none of which exists on the date hereof.

•we have earnings;

•there are funds legally available for the payment of those dividends; or

•those dividends are authorized or declared.

•declare and pay or declare and set aside for payment any dividends, or declare and make any other distribution of cash or other property, directly or indirectly, on or with respect to any of our common shares or any other class or series of our equity shares ranking, as to dividends, on parity with or junior to the Series B Preferred Shares, for any period; or

•redeem, purchase or otherwise acquire for any consideration, or pay or make available any monies for a sinking fund for the redemption of, any common shares or any other class or series of our equity shares ranking, as to dividends and the distribution of assets upon liquidation, on parity with or junior to the Series B Preferred Shares.

•dividends payable solely in our common shares or any other class or series of equity shares ranking junior to the Series B Preferred Shares as to payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up;

•a conversion into or exchange of any of our equity shares for any class or series of equity shares ranking junior to the Series B Preferred Shares as to payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up;

•a redemption, purchase or other acquisition of our common shares made for purposes of and in compliance with the requirements of an employee incentive or employee benefit plan of our company or any of its subsidiaries;

•a redemption, purchase or other acquisition of any equity shares pursuant to the provisions of our declaration of trust intended to, among other purposes, preserve our status as a REIT as discussed under "Description of Securities—Restrictions on Ownership and Transfer" in Exhibit 4.3; and

•our purchase or acquisition of the Series B Preferred Shares or parity preferred shares pursuant to a purchase or exchange offer made on the same terms to holders of all the outstanding Series B Preferred Shares.

When we do not pay dividends in full (or do not declare and set apart a sum sufficient to pay them in full) on the Series B Preferred Shares and any other class or series of equity shares ranking, as to dividends, on parity with the Series B Preferred Shares, we will declare any dividends upon the Series B Preferred Shares and each such other class or series of equity shares ranking, as to dividends, on parity with the Series B Preferred Shares (which shall not include the redemption or repurchase of any such class or series) pro rata, so that the amount of dividends declared per Series B Preferred Share and per share of such other class or series will in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the Series B Preferred Shares and such other class or series of equity shares (which will not include any accrual in respect of unpaid dividends on such other class or series of equity shares for prior dividend periods if such other class or series of equity shares do not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, will be payable in respect of any dividend payment or payments on the Series B Preferred Shares which may be in arrears.

•a conversion into or exchange for any class or series of equity shares ranking junior to the Series B Preferred Shares as to payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up;

•a redemption, purchase or other acquisition of common shares made for purposes of and in compliance with the requirements of an employee incentive or employee benefit plan of our company or any of its subsidiaries;

•the provisions of our declaration of trust intended to, among other purposes, preserve our status as a REIT as discussed under "Description of Securities—Restrictions on Ownership and Transfer" in the Exhibit 4.3; and

•a purchase or exchange offer made on the same terms to holders of all the outstanding Series B Preferred Shares.

•the redemption date;

•the redemption price;

•the number of the Series B Preferred Shares to be redeemed;

•the place or places where the certificates, if any, representing the Series B Preferred Shares are to be surrendered for payment of the redemption price;

•procedures for surrendering the uncertificated Series B Preferred Shares for payment of the redemption price;

•that dividends on the Series B Preferred Shares to be redeemed will cease to accrue on such redemption date; and

•that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series B Preferred Shares.

•the redemption date;

•the redemption price;

•the number of the Series B Preferred Shares to be redeemed;

•the place or places where the certificates, if any, representing the Series B Preferred Shares are to be surrendered for payment of the redemption price;

•procedures for surrendering the uncertificated Series B Preferred Shares for payment of the redemption price;

•that dividends on the Series B Preferred Shares to be redeemed will cease to accrue on such redemption date;

•that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series B Preferred Shares;

•that the Series B Preferred Shares are being redeemed pursuant to our special optional redemption right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and

•that the holders of the Series B Preferred Shares to which the notice relates will not be able to tender such Series B Preferred Shares for conversion in connection with the Change of Control and each Series B Preferred Share tendered for conversion that is selected, prior to the Change of

•the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of our company entitling that person to exercise more than 50% of the total voting power of all shares of our company entitled to vote generally in the election of our trustees (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

•following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity (or if, in connection with such transaction, common shares are converted into or exchangeable for (in whole or in part) common equity securities of another entity, such other entity) has a class of common equity securities (or American Depositary Receipts representing such securities) listed on the NYSE, the NYSE American, LLC ("NYSE AMER") or the NASDAQ Stock Market ("NASDAQ") or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE AMER or NASDAQ.

•the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for such accrued and unpaid dividends will be included in this sum) by (ii) the Common Share Price (as defined below); and

•1.23732 (the "Share Cap").

•the events constituting the Change of Control;

•the date of the Change of Control;

•the last date on which the holders of the Series B Preferred Shares may exercise their Change of Control Conversion Right;

•the method and period for calculating the Common Share Price;

•the Change of Control Conversion Date;

•that if, prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem all or any portion of the Series B Preferred Shares, holders will not be able to convert the Series B Preferred Shares designated for redemption and such shares will be redeemed on the related redemption date, even if such shares have already been tendered for conversion pursuant to the Change of Control Conversion Right;

•if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per Series B Preferred Share;

•the name and address of the paying agent and the conversion agent; and

•the procedures that the holders of the Series B Preferred Shares must follow to exercise the Change of Control Conversion Right.

•the relevant Change of Control Conversion Date;

•the number of the Series B Preferred Shares to be converted; and

•that the Series B Preferred Shares are to be converted pursuant to the applicable provisions of the articles supplementary setting forth the terms of the Series B Preferred Shares.

•the number of the withdrawn Series B Preferred Shares;

•if certificated Series B Preferred Shares have been issued, the certificate numbers of the withdrawn Series B Preferred Shares; and

•the number of the Series B Preferred Shares, if any, which remain subject to the conversion notice.

•a special meeting of our shareholders called for the purpose of electing preferred share trustees upon the written request of holders of record of at least 10% of the outstanding Series B Preferred Shares and any other class or series of parity preferred shares entitled to vote together as a single class with the holders of the Series B Preferred Shares in the election of preferred share trustees, if this request is received more than 90 days before the date fixed for our next annual or special meeting of shareholders or, if we receive the request for a special meeting within 90 days before the date fixed for our next annual or special meeting of shareholders, at our annual or special meeting of shareholders; and

•each subsequent annual meeting (or special meeting at which preferred share trustees are to be elected) until all dividends accumulated on the Series B Preferred Shares have been paid in full.

•authorize, create or issue, or increase the number of authorized or issued number of shares of, any class or series of shares ranking senior to the Series B Preferred Shares with respect to payment of dividends, or the distribution of assets upon our liquidation, dissolution or winding up, or reclassify any of our authorized equity shares into any such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or

•amend, alter or repeal the provisions of the declaration of trust, including the terms of the Series B Preferred Shares, whether by merger, consolidation, transfer or conveyance of all of or substantially all of our assets or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of the Series B Preferred Shares,

•DTC is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by us within 90 days; or

•we decide to discontinue use of the system of book-entry transfer through DTC (or any successor depositary).

•all registration, filing and stock exchange fees;

•fees and expenses for complying with securities or blue sky laws;

•all fees and expenses of custodians, transfer agents and registrars;

•all printing expenses and messenger and delivery expenses; and

•all fees and disbursements of counsel and independent public accountants retained by us and any fees and disbursements of one common counsel retained by the selling shareholders holding a majority of the Series B Preferred Shares being offered hereunder.

•on any national securities exchange on which our Series B Preferred Shares may be listed at the time of sale, including the NYSE;

•in the over-the-counter market;

•in transactions otherwise than on such exchanges or in the over-the-counter market, which may include privately negotiated transactions and sales directly to one or more purchasers;

•through ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•through purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•through the settlement of short sales (except that no selling shareholder may satisfy its obligations in connection with short sales or hedging transactions entered into before the effective date of the registration statement of which this prospectus supplement is a part by delivering securities registered under this registration statement);

•hrough the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; and

•in any combination of the above or by any other legally available means.

The selling shareholders have pledged or granted, or may, from time to time, pledge or grant a security interest in some or all of the shares they own and, if such selling shareholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares, from time to time, under this prospectus supplement, or under another prospectus supplement to the accompanying prospectus under Rule 424(b)(7) or other applicable provision of the Securities Act amending the list of selling shareholders to include any transferee, pledgee, successor or donee as a selling shareholder under this prospectus supplement or the accompanying prospectus. The selling shareholders also may transfer the shares in other circumstances, in which case such transferee, pledgee, successor or donee will be the selling beneficial owners for purposes of this prospectus supplement and the accompanying prospectus.

The selling shareholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, rather than this prospectus supplement, provided that it meets the criteria and conforms to the requirements of that rule.

Except as described below, the tax consequences of holding Series B Preferred Shares are as described in the discussions under the heading "U.S. Federal Income Tax Considerations" in the attached prospectus, which discusses the taxation of the Company and certain tax considerations relevant to holding shares of the Company. Moreover, except as specifically noted below, the discussions applicable to holders of our Series A Preferred Shares under the headings "U.S. Federal Income Tax Considerations—Taxation of Shareholders—Taxation of Taxable U.S. Shareholders—Redemption of Series A Preferred Shares" and "U.S. Federal Income Tax Considerations—Taxation of Shareholders—Taxation of Non-U.S. Shareholders—Conversion of Our Series A Preferred Shares into Common Shares" in the attached prospectus apply equally to holder of the Series B Preferred Shares.

•common shares of beneficial interest, par value $0.01 per share ("common shares");

•preferred shares of beneficial interest, par value $0.01 per share ("preferred shares");

•depositary shares representing entitlement to all rights and preferences of fractions of preferred shares of a specified class or series and represented by depositary receipts;

•warrants to purchase common shares, preferred shares or depositary shares;

•rights to purchase common shares or preferred shares; and

•debt securities.

Our common shares and Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share (“Series A preferred shares”) are listed on the New York Stock Exchange (the “NYSE”), under the symbols “NSA” and “NSA Pr A,” respectively. On February 25, 2021, the closing sale price of our common shares on the NYSE was $39.62 per share and of our Series A preferred shares on the NYSE was $25.91 per share.

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risk factors described in the section “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 10-K”) and in subsequent periodic reports which we file with the U.S. Securities and Exchange Commission (the “SEC”), as well as risk factors and other information in this prospectus, any accompanying prospectus supplement or any free writing prospectus incorporated by reference herein or therein before purchasing any of our securities. Any of these risks described could materially adversely affect our business, financial condition, results of operations, tax status or ability to make distributions to our shareholders. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If this were to happen, the price of our securities could decline significantly and you could lose a part or all of your investment. See “Where You Can Find More Information” beginning on page 85 of this prospectus.

•the use of the net proceeds of any offering;

•market trends in our industry, interest rates, the debt and lending markets or the general economy;

•our business and investment strategy;

•the acquisition of properties, including those under contract, and the ability of our acquisitions to achieve underwritten capitalization rates and our ability to execute on our acquisition pipeline;

•the internalization of retiring participating regional operators (“PROs”) into the Company;

•the timing of acquisitions;

•our relationships with, and our ability and timing to attract additional PROs;

•our ability to effectively align the interests of our PROs with us and our shareholders;

•the integration of our PROs and their managed portfolios into our company, including into our financial and operational reporting infrastructure and internal control framework;

•our operating performance and projected operating results, including our ability to achieve market rents and occupancy levels, reduce operating expenditures and increase the sale of ancillary products and services;

•our ability to access additional off-market acquisitions;

•actions and initiatives of the U.S. federal, state and local government and changes to U.S. federal, state and local government policies and the execution and impact of these actions, initiatives and policies;

•the state of the U.S. economy generally or in specific geographic regions, states, territories or municipalities;

•economic trends and economic recoveries;

•our ability to obtain and maintain financing arrangements on favorable terms;

•general volatility of the securities markets in which we participate;

•the negative impacts from the continued spread of COVID-19 on the economy, the self storage industry, the broader financial markets, our financial condition, results of operations and cash flows and the ability of our tenants to pay rent;

•changes in the value of our assets;

•projected capital expenditures;

•the impact of technology on our products, operations, and business;

•the implementation of our technology and best practices programs (including our ability to effectively implement our integrated Internet marketing strategy);

•changes in interest rates and the degree to which our hedging strategies may or may not protect us from interest rate volatility;

•impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters;

•our ability to continue to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes;

•availability of qualified personnel;

•the timing of conversions of each series of Class B common units of limited partner interest (“subordinated performance units”) in our operating partnership and subsidiaries of our operating partnership into Class A common units of limited partner interest (“OP units”) in our operating partnership, the conversion ratio in effect at such time and the impact of such convertibility on our diluted earnings (loss) per share;

•the risks of investing through joint ventures, including whether the anticipated benefits from a joint venture are realized or may take longer to realize than expected;

•estimates relating to our ability to make distributions to our shareholders in the future; and

•our understanding of our competition.

•any person from beneficially or constructively owning, applying certain attribution rules of the Code, our shares such that it would result in our being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or would otherwise cause us to fail to qualify as a REIT; and

•any person from transferring our shares if such transfer would result in our shares being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution)

•to rescind as void any vote cast by a prohibited owner prior to our discovery that the shares have been transferred to the charitable trust; and

•to recast the vote in accordance with the desires of the charitable trustee, acting for the benefit of the beneficiary of the charitable trust.

•the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends thereon to, but not including, the date of conversion by (ii) the Common Share Price (as defined below); and

•2.04666, subject to certain adjustments.

•the designation of the class or series of preferred shares;

•the number of preferred shares of the class or series, the liquidation preference of the preferred shares and the offering price of the preferred shares;

•the dividend rate(s), period(s) and/or payment day(s) or method(s) of calculation thereof applicable to the class or series of preferred shares;

•the date from which dividends on the class or series of preferred shares shall accumulate, if applicable;

•the procedures for any auction and remarketing, if any, for the class or series of preferred shares;

•the provision for a sinking fund, if any, for the class or series of preferred shares;

•the provisions for redemption, if applicable, of the class or series of preferred shares;

•any listing of the preferred shares on any securities exchange;

•the terms and conditions, if applicable, upon which the class or series of preferred shares may or will be convertible into our common shares or other securities, including the conversion price or manner of calculation thereof;

•the relative ranking and preferences of the class or series of preferred shares as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs;

•whether interests in the preferred shares will be represented by depositary shares;

•any additional limitations on ownership and restrictions on transfer of the class or series of preferred shares;

•any limitations on the issuance of any class or series of preferred shares ranking senior or equal to the class or series of preferred shares being offered as to dividend rights and rights upon liquidation, dissolution or the winding up of our affairs;

•a discussion of U.S. federal income tax considerations applicable to the preferred shares; and

•any other specific terms, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the preferred shares.

•all outstanding depositary shares to which it relates have been redeemed or converted; or

•the depositary has made a final distribution to the holders of the depositary shares issued under the deposit agreement upon our liquidation, dissolution or winding up.

•the title of such warrants;

•the aggregate number of such warrants;

•the price or prices at which such warrants will be issued;

•the type and number of securities purchasable upon exercise of such warrants;

•the designation and terms of the other securities, if any, with which such warrants are issued and the number of such warrants issued with each such offered security;

•the date, if any, on and after which such warrants and the related securities will be separately transferable;

•the price at which each security purchasable upon exercise of such warrants may be purchased;

•the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;

•the minimum or maximum amount of such warrants that may be exercised at any one time;

•information with respect to book-entry procedures, if any;

•any anti-dilution protection;

•a discussion of certain U.S. federal income tax considerations; and

•any other terms of such warrants, including terms, procedures and limitations relating to the transferability, exercise and exchange of such warrants.

•the date for determining the shareholders entitled to the rights distribution;

•the aggregate number of common shares or preferred shares purchasable upon exercise of such rights and the exercise price;

•the designation and terms of the class or series of preferred shares, if any, purchasable upon exercise of such rights;

•the exercise price;

•the aggregate number of rights being issued;

•the date, if any, on and after which such rights may be transferable separately;

•the date on which the right to exercise such rights shall commence and the date on which such right shall expire;

•any special U.S. federal income tax consequences; and

•any other terms of such rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of such rights.

•the title of the debt securities and whether the debt securities are senior or subordinated debt securities;

•any limit upon the aggregate principal amount of a series of debt securities which we may issue;

•the date or dates on which principal of the debt securities will be payable and the amount of principal which will be payable;

•the rate or rates (which may be fixed or variable) at which the debt securities will bear interest, if any, as well as the dates from which interest will accrue, the dates on which interest will be payable, the persons to whom interest will be payable, if other than the registered holders on the record date, and the record date for the interest payable on any payment date;

•the currency or currencies in which principal, premium, if any, and interest, if any, will be paid.

•the place or places where principal, premium, if any, and interest, if any, on the debt securities will be payable and where debt securities which are in registered form can be presented for registration of transfer or exchange;

•any provisions regarding our right to prepay debt securities or of holders to require us to prepay debt securities;

•the right, if any, of holders of the debt securities to convert them into common shares or other securities, including any provisions intended to prevent dilution as a result of the conversion rights;

•any provisions requiring or permitting us to make payments to a sinking fund which will be used to redeem debt securities or a purchase fund which will be used to purchase debt securities;

•any index or formula used to determine the required payments of principal, premium, if any, or interest, if any;

•the percentage of the principal amount of the debt securities which is payable if maturity of the debt securities is accelerated because of a default;

•any special or modified events of default or covenants with respect to the debt securities;

•a discussion of U.S. federal income tax considerations applicable to the debt securities;

•any security or collateral provisions; and

•any other material terms of the debt securities.

•our default in payment of the principal of or premium, if any, on any debt securities of any series beyond any applicable grace period;

•our default for 30 days or a period specified in a supplemental indenture, which may be no period, in payment of any installment of interest due with regard to debt securities of any series;

•our default for 60 days or a period specified in a supplemental indenture, which may be no period after notice in the observance or performance of any other covenants in the indenture; and

•certain events involving our bankruptcy, insolvency or reorganization.

•without the consent of holders of debt securities, modify the indenture to cure errors or clarify ambiguities as evidenced in an officers’ certificate;

•with the consent of the holders of not less than a majority in principal amount of the debt securities which are outstanding under the indenture, modify the indenture or the rights of the holders of the debt securities generally; and

•with the consent of the holders of not less than a majority in outstanding principal amount of any series of debt securities, modify any supplemental indenture relating solely to that series of debt securities or the rights of the holders of that series of debt securities.

•extend the fixed maturity of any debt securities, reduce the rate or extend the time for payment of interest, if any, on any debt securities, reduce the principal amount of any debt securities or the premium, if any, on any debt securities, impair or affect the right of a holder to institute suit for the payment of principal, premium, if any, or interest, if any, with regard to any debt securities, change the currency in which any debt securities are payable or impair the right, if any, to convert any debt securities into common shares or any of our other securities, without the consent of each holder of debt securities who will be affected; or

•reduce the percentage of holders of debt securities required to consent to an amendment, supplement or waiver, without the consent of the holders of all the then outstanding debt securities or outstanding debt securities of the series which will be affected.

•a classified board;

•a two-thirds vote requirement for removing a trustee;

•a requirement that the number of trustees be fixed only by vote of the trustees;

•a requirement that a vacancy on the board be filled only by the remaining trustees in office and (if the board is classified) for the remainder of the full term of the class of trustees in which the vacancy occurred; and

•a majority requirement for the calling of a special meeting of shareholders.

•the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty;

•the director or officer actually received an improper personal benefit in money, property or services; or

•in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

•a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

•a written undertaking by the director or officer or on the director's or officer's behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct.

•as a present or former trustee or officer; or

•while a trustee or officer of our company and at our request, as a trustee, director, officer, partner, manager, or member of another corporation, real estate investment trust, partnership, joint venture, limited liability company, trust, employee benefit plan or any other enterprise

•all receipts, including rents and other operating revenues;

•any incentive, financing, break-up and other fees paid to us by third parties;

•amounts released from previously set aside reserves; and

•any other amounts received by us, which we allocate to the particular portfolio of properties.

•corporate-level general and administrative expenses;

•out-of-pocket costs, expenses and fees of our operating partnership, whether or not capitalized;

•the costs and expenses of organizing and operating our operating partnership;

•amounts paid or due in respect of any loan or other indebtedness of our operating partnership during such period;

•extraordinary expenses of our operating partnership not previously or otherwise deducted under item (ii) above;

•any third-party costs and expenses associated with identifying, analyzing, and presenting a proposed property to us and/or our operating partnership; and

•reserves to meet anticipated operating expenditures, debt service or other liabilities, as determined by us.

•we receive the consent of OP unit holders holding more than 50% of the OP units (other than those held by our company or its subsidiaries), or as a result of such transaction all OP unit holders receive for each OP unit an amount of cash, securities or other property equal in value to the greatest amount of cash, securities or other property paid in the transaction to a holder of one of our common shares, provided that if, in connection with the transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of our

•we receive the consent of the subordinated performance unit holders holding more than 50% of the voting power (as defined below) of the subordinated performance units (other than those held by our company or its subsidiaries) unless, as a result of such transaction, the holders of subordinated performance units are offered a choice (1) to allow their subordinated performance units to remain outstanding without the terms thereof being materially and adversely changed or the subordinated performance units are converted into or exchanged for equity securities of the surviving entity having terms and conditions that are substantially similar to those of the subordinated performance units (it being understood that we may not be the surviving entity and that the parent of the surviving entity or the surviving entity may not be publicly traded) and (2) to receive for each subordinated performance unit an amount of cash, securities or other property payable to a holder of OP units as described above had such holder exercised its right to exchange its subordinated performance units for OP units, without taking into consideration a specified conversion penalty as described herein under “ — Conversion of Subordinated Performance Units into OP Units.” Voting power with respect to the subordinated performance units is based on the number of OP units in which the subordinated performance units would be convertible at the time of such vote, if the two-year restriction on conversion described above were not applicable. See “ — Conversion of Subordinated Performance Units into OP Units.” In determining whether we have received the consent of the subordinated performance unit holders holding more than 50% of the voting power of the subordinated performance units, our operating partnership agreement provides that we will have the right to exercise voting rights with respect to 50% of the OP units issued upon conversion of any subordinated performance units, as described herein under “ — Conversion of Subordinated Performance Units into OP Units,” which will allow us (with respect to such OP units) to consent to the above or other matters that are presented to the holders of such units for their consideration and approval; and

•in the case of any such transaction in which we have not received the consent of OP unit holders holding more than 50% of the OP units (other than those held by our company or its subsidiaries) and of subordinated performance unit holders holding more than 50% of the voting power of the subordinated performance units (other than those held by our company or its subsidiaries), such transaction is approved by a companywide vote of limited partners holding more than 50% of our outstanding OP units, including for this purpose OP units held by us and our subsidiaries. For purposes of this partnership vote, we and our subsidiaries will be deemed to have cast all votes that we would otherwise have been entitled to cast (other than with respect to subordinated performance units) in proportion to the manner in which all of our outstanding common shares were voted in our shareholder vote. In addition, limited partners holding subordinated performance units (other than us or our subsidiaries) shall be entitled to cast a number of votes equal to the lesser of (i) the total votes they would have been entitled to cast at our shareholders meeting had they converted their subordinated performance units into OP units, if the two-year restriction on conversion described above were not applicable, and such OP units had been exchanged for our common shares as of the record date for the shareholder meeting and (ii) the total votes they would

•U.S. expatriates;

•persons who mark-to-market our shares;

•subchapter S corporations;

•U.S. shareholders (as defined below) whose functional currency is not the U.S. dollar;

•financial institutions;

•insurance companies;

•broker-dealers;

•regulated investment companies (“RICs”);

•REITs;

•holders who receive our shares through the exercise of employee share options or otherwise as compensation;

•persons holding our shares as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment;

•persons subject to the alternative minimum tax provisions of the Code;

•persons holding their interest through a partnership or similar pass-through entity;

•persons holding a 10% or more (by vote or value) beneficial interest in us;

•and, except to the extent discussed below;

•tax-exempt organizations; and

•non-U.S. shareholders (as defined below).

•We will be taxed at regular corporate rates on any undistributed income, including undistributed net capital gains.

•For taxable years prior to 2018, we may be subject to the “alternative minimum tax” on our items of tax preference, if any.

•If we have net income from prohibited transactions, which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than foreclosure property, as described below, such income will be subject to a 100% tax. See “— Requirements for Qualification-General-Prohibited Transactions,” and “— Requirements for Qualification-General-Foreclosure Property,” below.

•If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or leasehold as “foreclosure property,” we may thereby avoid (1) the 100% tax on gain from a resale of that property (if the sale would otherwise constitute a prohibited transaction), and (2) the inclusion of any income from such property not qualifying for purposes of the REIT gross income tests discussed below, but the income from the sale or operation of the property may be subject to corporate income tax at the highest applicable rate (currently 21%).

•If we fail to satisfy the 75% gross income test or the 95% gross income test, as discussed below, but nonetheless maintain our qualification as a REIT because other requirements are met, we will be subject to a 100% tax on an amount equal to (1) the greater of (A) the amount by which we fail the 75% gross income test or (B) the amount by which we fail the 95% gross income test, as the case may be, multiplied by (2) a fraction intended to reflect our profitability.

•If we fail to satisfy any of the REIT asset tests, as described below, other than a failure of the 5% or 10% REIT asset tests that does not exceed a statutory de minimis amount as described more fully below, but our failure is due to reasonable cause and not due to willful neglect and we nonetheless maintain our REIT qualification because of specified cure provisions, we will be required to pay a tax equal to the greater of $50,000 or the highest corporate tax rate (currently 21%) of the net income generated by the nonqualifying assets during the period in which we failed to satisfy the asset tests.

•If we fail to satisfy any provision of the Code that would result in our failure to qualify as a REIT (other than a gross income or asset test requirement) and that violation is due to reasonable cause, we may retain our REIT qualification, but we will be required to pay a penalty of $50,000 for each such failure.

•If we fail to distribute during each calendar year at least the sum of (1) 85% of our REIT ordinary income for such year, (2) 95% of our REIT capital gain net income for such year and (3) any undistributed taxable income from prior periods, or the “required distribution,” we will be subject to a 4% non-deductible excise tax on the excess of the required distribution over the sum of (A) the amounts actually distributed (taking into account excess distributions from prior years), plus (B) retained amounts on which U.S. federal income tax is paid at the corporate level.

•We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record-keeping requirements intended to monitor our compliance with rules relating to the composition of its shareholders, as described below in “-Requirements for Qualification-General.”

•A 100% excise tax may be imposed on some items of income and expense that are directly or constructively paid between us, our tenants and/or any taxable REIT subsidiaries within the meaning of Section 856(l) of the Code (each a “TRS”) if and to the extent that the IRS successfully adjusts the reported amounts of these items.

•If we acquire any asset from a corporation that is not a REIT (i.e., a corporation taxable under subchapter C of the Code) in a transaction in which the adjusted tax basis of the asset in our hands is less than the fair market value of the asset, determined as of the date on which we acquired the asset, and we subsequently recognize gain on the disposition of the asset during the 5-year period beginning on the date on which we acquired the asset, then we will be required to pay tax at the highest regular corporate tax rate on this gain to the extent of the excess of (1) the fair market value of the asset over (2) our adjusted tax basis in the asset, in each case determined as of the date on which we acquired the asset. The results described in the preceding sentence could occur if we failed to qualify as a REIT (and, thus, were treated as a subchapter C corporation) for a prior year and then re-qualified as a REIT in a later year, in which case the appreciation would be measured as of the beginning of the year in which we first re-qualified as a REIT. Any gain from the sale of property acquired by us in an exchange under Section 1031 (a like kind exchange) or 1033 (an involuntary conversion) of the Code is excluded from the application of this built-in gains tax.

•We may elect to retain and pay income tax on our net long-term capital gain. In that case, a shareholder would include its proportionate share of our undistributed long-term capital gain (to the extent we make a timely designation of such gain to the shareholder) in its income, would be deemed to have paid the tax that we paid on such gain, and would be allowed a credit for its proportionate share of the tax deemed to have been paid, and an adjustment would be made to increase the shareholder’s basis in shares of our shares. Shareholders that are U.S. corporations will also appropriately adjust their earnings and profits for the retained capital gain in accordance with Treasury Regulations to be promulgated.

•We may have subsidiaries or own interests in other lower-tier entities that are subchapter C corporations, including any TRSs, the earnings of which could be subject to U.S. federal and state corporate income tax.

(1)that is managed by one or more trustees or directors;

(2)the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial interest;

(3)that would be taxable as a domestic corporation but for the special Code provisions applicable to REITs;

(4)that is neither a financial institution nor an insurance company subject to specific provisions of the Code;

(5)the beneficial ownership of which is held by 100 or more persons;

(6)in which, during the last half of each taxable year, not more than 50% in value of the outstanding shares are owned, directly or indirectly, by five or fewer “individuals” (as defined in the Code to include specified entities);

(7)that meets other tests described below, including with respect to the nature of its income and assets and the amount of its distributions; and

(8)that makes an election to be a REIT for the current taxable year or has made such an election for a previous taxable year that has not been terminated or revoked.

Ownership of Partnership Interests. In the case of a REIT that is a partner in a partnership (references herein to “partnership” include limited liability companies that are classified as partnerships for U.S. federal income tax purposes), Treasury Regulations provide that the REIT is deemed to own its proportionate share of the partnership’s assets and to earn its proportionate share of the partnership’s gross income based on its pro rata share of capital interests in the partnership for purposes of the asset and gross income tests applicable to REITs, as described below. However, solely for purposes of the 10% value test, described below, the determination of a REIT’s interest in partnership assets will be based on the REIT’s proportionate interest in any securities issued by the partnership, excluding, for these purposes, certain excluded securities as described in the Code. In addition, the assets and gross income of the partnership generally are deemed to retain the same character in the hands of the REIT. Thus, our proportionate share of the assets and items of income of our operating partnership and any other

Disregarded Subsidiaries. If a REIT owns a corporate subsidiary that is a “qualified REIT subsidiary,” that subsidiary is disregarded as a separate entity for U.S. federal income tax purposes, and all assets, liabilities and items of income, deduction and credit of the subsidiary are treated as assets, liabilities and items of income, deduction and credit of the REIT, including for purposes of the gross income and asset tests applicable to REITs as summarized below. A qualified REIT subsidiary is any corporation, other than a TRS, as described below under “-Requirements for Qualification-General-Effect of Subsidiary Entities-Taxable REIT Subsidiaries,” that is wholly owned by a REIT, or by other disregarded subsidiaries, or by a combination of the two. Single member limited liability companies that are wholly owned by a REIT are also generally disregarded as separate entities for U.S. federal income tax purposes, including for purposes of the REIT gross income and asset tests. Disregarded subsidiaries, along with partnerships in which we hold an equity interest, are sometimes referred to herein as “pass-through subsidiaries.”

Taxable REIT Subsidiaries. A REIT generally may jointly elect with a subsidiary corporation, whether or not wholly owned, to treat the subsidiary corporation as a TRS. The separate existence of a TRS or other taxable corporation, unlike a disregarded subsidiary as discussed above, is not ignored for U.S. federal income tax purposes. Accordingly, such an entity would generally be subject to corporate U.S. federal, state and local income or franchise taxes on its earnings, which may reduce the cash flow generated by us and our subsidiaries in the aggregate, and our ability to make distributions to our shareholders.

Subsidiary REITs. We own and may in the future acquire additional direct or indirect interests in certain Subsidiary REITs. In order to maintain its qualification as a REIT for U.S. federal income tax purposes, each Subsidiary REIT must satisfy the same requirements discussed herein in respect of our qualification as a REIT. We believe that our Subsidiary REIT has been organized and operated in a manner that will allow the Subsidiary REIT to satisfy the requirements for qualification and taxation as a REIT under the Code. However, if our Subsidiary REIT were to fail to qualify as a REIT, then (i) the Subsidiary REIT would become subject to U.S. federal income tax, (ii) shares in the Subsidiary REIT would cease to be qualifying assets for purposes of the asset tests applicable to REITs, and (iii) it is possible that we would fail certain of the tests applicable to REITs, in which event we would fail to qualify as a REIT unless we qualify for certain statutory relief provisions.

•The rent must not be based in whole or in part on the income or profits of any person. However, an amount will not be excluded from rents from real property solely by being based on a fixed percentage or percentages of receipts or sales or being based on the net income or profits of a tenant that derives substantially all of its income with respect to such property from subleasing of substantially all of such property, to the extent that the rents paid by the sublessees would qualify as rents from real property, if earned directly by us.

•If rent is partly attributable to personal property leased in connection with a lease of real property, the portion of the total rent that is attributable to the personal property will not qualify as rents from real property unless it constitutes 15% or less of the total rent received under the lease.

•Moreover, for rents received to qualify as rents from real property, we generally must not operate or manage the property or furnish or render certain services to the tenants of such property, other than through an “independent contractor” who is adequately compensated and from which we derive no income, or through a TRS, as discussed below. We are permitted, however, to perform services that are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not otherwise considered rendered to the occupant of the property. Examples of these permitted services include the provision of light, heat or other utilities, trash removal, and general maintenance of common areas. In addition, we may directly or indirectly provide non-customary services to tenants of our properties if the gross income from such services does not exceed 1% of the total gross income from the property. In such a case, only the amounts for non-customary services are not treated as rents from real property and the provision of the services does not disqualify the rents from treatment as rents from real property. For purposes of this test, the gross income received from such non-customary services is deemed to be at least 150% of the direct cost of providing the services. Moreover, we are permitted to provide services to tenants through a TRS without disqualifying the rental income received from tenants as rents from real property.

•Also, rental income will qualify as rents from real property only to the extent that we do not directly or indirectly (through application of certain constructive ownership rules) own, (1) in the case of any tenant which is a corporation, stock possessing 10% or more of the total combined

•charge rent for any property that is based in whole or in part on the income or profits of any person, except by reason of being based on a fixed percentage or percentages of receipts or sales, as described above;

•rent any property to a related party tenant, including a TRS, unless the rent from the lease to the TRS would qualify for the special exception from the related party tenant rule applicable to certain leases with a TRS;

•derive rental income attributable to personal property other than personal property leased in connection with the lease of real property, the amount of which is less than 15% of the total rent received under the lease; or

•directly perform services considered to be noncustomary or rendered to the occupant of the property.

(a)the sum of:

•90% of our "REIT taxable income" (computed without regard to our deduction for dividends paid and our net capital gains), and

•90% of the net income, if any (after tax), from foreclosure property, as described below, and recognized built-in gain, as discussed above, minus

(b)the sum of specified items of non-cash income that exceeds a percentage of our net taxable income.

•an individual who is a citizen or resident of the U.S.;

•a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof (including the District of Columbia);

•an estate whose income is subject to U.S. federal income taxation regardless of its source; or

•any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

    Distributions. Provided that we qualify as a REIT, distributions made to our taxable U.S. shareholders out of our current or accumulated earnings and profits, and not designated as capital gain dividends, will generally be taken into account by them as ordinary dividend income and will not be eligible for the dividends received deduction for corporations. In determining the extent to which a distribution with respect to our shares constitutes a dividend for U.S. federal income tax purposes, our earnings and profits will be allocated first to distributions with respect to our Series A Preferred Shares and then to our common shares. Dividends received from REITs are generally not eligible to be taxed at the preferential income tax rates applicable to non-corporate U.S. shareholders who receive qualified dividend income from taxable subchapter C corporations. However, for taxable years beginning before January 1, 2026, noncorporate taxpayers may deduct up to 20% of certain qualified business income, including

(a)the qualified dividend income received by us during such taxable year from non-REIT C corporations (including any TRS in which we may own an interest);

(b)the excess of any “undistributed” net taxable income recognized during the immediately preceding year over the U.S. federal income tax paid by us with respect to such undistributed net taxable income;

(c)the excess of any income recognized during the immediately preceding year attributable to the sale of a built-in gain asset that was acquired in a carry-over basis transaction from a non-REIT C corporation over the U.S. federal income tax paid by us with respect to such built-in gain; and

(d)any earnings and profits that accumulated during a period that we were not treated as a REIT for U.S. federal income tax purposes or that were inherited from a C corporation in a tax-deferred reorganization or similar transaction;

Dispositions of Our Shares. In general, a U.S. shareholder will realize gain or loss upon the sale, redemption or other taxable disposition of our shares in an amount equal to the difference between the sum of the fair market value of any property and the amount of cash received in such disposition and the U.S. shareholder’s adjusted tax basis in the shares at the time of the disposition. In general, a U.S. shareholder’s adjusted tax basis will equal the U.S. shareholder’s acquisition cost, increased by the excess of net capital gains deemed distributed to the U.S. shareholder discussed above less tax deemed paid on it and reduced by returns of capital. In general, capital gains recognized by individuals and other non-corporate U.S. shareholders upon the sale or disposition of shares of our shares will be subject to a maximum U.S. federal income tax rate of 20%, if such shares were held for more than 12 months, and will be taxed at ordinary income rates (of up to 37% for taxable years beginning before January 1, 2026) if such shares were held for 12 months or less. Gains recognized by U.S. shareholders that are corporations are subject to U.S. federal income tax at a maximum rate of 21%, whether or not classified as long-term capital gains.

Ordinary Dividends. The portion of dividends received by non-U.S. shareholders payable out of our earnings and profits that are not attributable to gains from sales or exchanges of U.S. real property interests and which are not effectively connected with a U.S. trade or business of the non-U.S. shareholder generally will be treated as ordinary income and will be subject to U.S. federal withholding tax at the rate of 30%, unless reduced or eliminated by an applicable income tax treaty. Under some treaties, however, lower rates generally applicable to dividends do not apply to dividends from REITs.

Non-Dividend Distributions. Unless (1) our shares constitute a U.S. real property interests, or USRPIs, or (2) either (A) if the non-U.S. shareholder’s investment in our shares is effectively connected with a U.S. trade or business conducted by such non-U.S. shareholder through a permanent establishment, where applicable (in which case the non-U.S. shareholder will be subject to the same treatment as U.S. shareholders with respect to such gain) or (B) if the non-U.S. shareholder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year and certain other conditions are met (in which case the non-U.S. shareholder will be subject to a 30% tax on the individual’s net capital gain for the year), distributions by us which are not dividends out

Capital Gain Dividends. Under FIRPTA, a distribution made by us to a non-U.S. shareholder, to the extent attributable to gains from dispositions of USRPIs held by us directly or through pass-through subsidiaries, or USRPI capital gains, will be considered effectively connected with a U.S. trade or business of the non-U.S. shareholder and will be subject to U.S. federal income tax at the rates applicable to U.S. shareholders, without regard to whether the distribution is designated as a capital gain dividend. In addition, we will be required to withhold tax equal to 21% of the amount of capital gain dividends to the extent the dividends constitute USRPI capital gains. Distributions subject to FIRPTA may also be subject to a 30% branch profits tax (unless reduced or eliminated by a treaty) in the hands of a non-U.S. shareholder that is a corporation. However, the 21% withholding tax will not apply to any capital gain dividend (i) with respect to any class of our shares which is regularly traded on an established securities market located in the United States if the non-U.S. shareholder did not own more than 10% of such class of shares at any time during the one-year period ending on the date of such dividend or (ii) received by certain non-U.S. publicly traded investment vehicles meeting certain requirements. Instead, any such capital gain dividend received by such a shareholder will be treated as a distribution subject to the rules discussed above under “-Taxation of Shareholders-Taxation of Non-U.S. Shareholders-Ordinary Dividends.” Also, the branch profits tax will not apply to such a distribution. In addition, non-U.S. shareholders that are treated as “qualified foreign pension funds” and “qualified shareholders” (except with respect to certain “applicable investors” of a “qualified shareholder,” as discussed below), are exempt from income and withholding taxes applicable under FIRPTA on distributions from us to the extent attributable to USRPI capital gains.

Dispositions of Our Shares. Unless our shares constitute a USRPI, a sale of the shares by a non-U.S. shareholder generally will not be subject to U.S. federal income taxation under FIRPTA. The shares will not be treated as a USRPI if less than 50% of our assets throughout a prescribed testing period, and taking account certain

Qualified Foreign Pension Funds. Any distribution to a “qualified foreign pension fund” (or an entity all of the interests of which are held by a “qualified foreign pension fund”) who holds REIT shares directly or indirectly (through one or more partnerships) will not be subject to U.S. tax as income effectively connected with a U.S. trade or business and thus will not be subject to special withholding rules under FIRPTA. In addition, a sale of our shares by a “qualified foreign pension fund” that holds such shares directly or indirectly (through one or more partnerships) will not be subject to U.S. federal income taxation under FIRPTA.

Qualified Shareholders. Shares of a REIT held (directly or through partnerships) by a “qualified shareholder,” as defined below, will not constitute a USRPI, and capital gain dividends from such a REIT will not be treated as gain from the sale of a USRPI, unless a person (other than a qualified shareholder) that holds an interest (other than interests solely as a creditor) in such qualified shareholder owns, taking into account applicable constructive ownership rules, more than 10% of the shares of the REIT. However, certain “applicable investors” of a qualified shareholder (i.e., non-U.S. persons who hold interests in the qualified shareholder (other than interests solely as a creditor), and hold more than 10% of our shares (whether or not by reason of the investor’s ownership in the qualified shareholder)) may be subject to FIRPTA withholding.

Document			Filed
Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-37351)			February 26, 2021

Document			Filed
Current Report on Form 8-K (File No. 001-37351)			February 4, 2021
Current Report on Form 8-K (File No. 001-37351)			February 26, 2021

Document			Filed
Registration Statement on Form 8-A (“Form 8-A”) as updated by Exhibit 4.3 to the Annual Report on Form 10-K for the year ended December 31, 2019 (“Exhibit 4.3”) (each containing a description of our common shares of beneficial interest, $0.01 par value per share) (File No. 001-37351)			April 16, 2015 (Form 8-A) February 26, 2020 (Exhibit 4.3)