SECURITIES AND EXCHANGE COMMISSION

(Exact name of registrant as specified in its charter)

Maryland			001-37351						46-5053858
(State or other jurisdiction of incorporation or organization)			(Commission File Number)						(I.R.S. Employer Identification No.)

☐ 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

Emerging growth company ☐

If 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. ☐

Following a specified lock up period after the July 1, 2024 closing date (the “Closing Date”) with respect to the transactions described under Item 8.01 below, the Class A common units of limited partner interest (“Class A OP Units”) of NSA OP, LP (the “Operating Partnership”) issued by the Operating Partnership on the Closing Date may be redeemed from time to time by holders for a cash amount per Class A OP Unit equal to the market value of an equivalent number of common shares of beneficial interest, $0.01 par value per share (“Common Shares”) of National Storage Affiliates Trust (the “Company”). The Company has the right, but not the obligation, to assume and satisfy the redemption obligation of the Operating Partnership described above by issuing one Common Share in exchange for each Class A OP Unit tendered for redemption.

As of the Closing Date, other than the 75,168,896 Class A OP Units held by the Company, after reflecting the transactions described herein, 59,781,098 Class A OP Units were outstanding (including 662,270 outstanding long term incentive performance units in the Operating Partnership and 5,769,214 outstanding units that are intended to be economically equivalent to the Class A OP Units (“DownREIT OP Units”) in the Operating Partnership’s DownREIT subsidiaries (the “DownREIT Partnerships”), which are convertible into, or exchangeable for, Class A OP Units on a one-for-basis, subject to certain conditions).

On the Closing Date, the Company completed the internalization of its participating regional operator (“PRO”) structure, as previously announced in the Form 8-K filed by the Company on June 3, 2024. As of the Closing Date, 11,906,167 outstanding subordinated performance units in the Operating Partnership and the DownREIT Partnerships, converted into an aggregate of 17,984,787 Class A OP Units and DownREIT OP Units. Additionally, effective June 28, 2024, 194,888 subordinated performance units in the Operating Partnership were repurchased by the Company for cash.

In connection with the internalization of the PRO structure, the Company entered into contribution agreements with each PRO to acquire certain of each PRO’s assets, which included (a) each PRO’s asset management and property management contracts, including each facilities portfolio management agreement (“FPMA”), by and among the Company, the Operating Partnership, and such PRO (collectively, the “management contracts”), (b) certain intellectual property and brands (the “PRO IP”), and (c) certain rights with respect to each PRO’s tenant insurance program (“tenant insurance assets”). Additionally, the contribution agreements effectuate the termination of the following: (i) each PRO’s non-compete, non-solicitation and captive pipeline obligations, (ii) the Company’s obligations to pay any supervisory and administrative fees or reimbursements to the PROs, and (iii) immediately following the Closing Date, each PRO’s FPMA.