Public Storage S-4, filed May 11, 2026

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Public Storage (PSA)

S-4 2026-05-11

View Original

Added on October 18, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


	Page
CERTAIN DEFINITIONS		iii
QUESTIONS AND ANSWERS		1
SUMMARY		10
Information about the Companies		10
Risk Factors		11
The Mergers		12
Material U.S. Federal Income Tax Consequences of the Company Merger		20
The Special Meeting		21
Rights of NSA Shareholders Will Change as a Result of the Company Merger		22
Comparative Per Share Market Price Information		22
RISK FACTORS		23
Risks Relating to the Mergers		23
Risks Relating to Public Storage After Completion of the Mergers		28
Risks Relating to the Status of Public Storage and NSA as REITs		30
Risks Relating to an Investment in Public Storage Common Shares Following the Mergers		31
Other Risks		32
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		34
INFORMATION ABOUT THE COMPANIES		36
Public Storage		36
Public Storage OP, L.P.		36
Pelican Merger Sub I, LLC		36
Pelican Merger Sub II, LLC		37
National Storage Affiliates Trust and NSA OP, LP		37
THE MERGERS		38
Background of the Mergers		38
Recommendation of the NSA Board; NSA’s Reasons for the Mergers		58
Opinion of NSA’s Financial Advisor		64
Certain Unaudited Prospective Financial Information		73
Interests of NSA’s Trustees and Executive Officers in the Mergers		77
Treatment of NSA’s Equity and Equity-Based Awards in the Mergers		85
Accounting Treatment		85
Regulatory Matters		85
Financing of the Transactions		86
Exchange of Shares in the Company Merger		86
Dividends		87
Listing of Public Storage Common Shares, Public Storage Series T Preferred Shares and Public Storage Series U Preferred Shares		88
De-Listing and Deregistration of NSA Common Shares and NSA Preferred Shares		88
No Appraisal Rights or Dissenters’ Rights		89
Treatment of Indebtedness and Preferred Shares		89
THE MERGER AGREEMENT		91
Form of the Mergers and Transaction Steps		91
Closing; Effective Time		91
Governing Documents		92
Directors, Officers and Management		92
Merger Consideration		92
Exchange of Shares in the Company Merger		94
Representations and Warranties of the NSA Parties		95
Representations and Warranties of the Public Storage Parties		96
Definitions of “Company Material Adverse Effect” and “Parent Material Adverse Effect”		97
Conduct of NSA’s Business Pending the Mergers		98


	Page
Conduct of Public Storage’s Business Pending the Mergers		102
Other Covenants and Agreements		103
The Special Meeting and Consent Solicitation		105
Employee Matters		105
Dividends		107
No Solicitation; Adverse Recommendation Change		108
Conditions to Completion of the Mergers		111
Expenses		112
Termination of the Merger Agreement		112
Directors’ and Officers’ Indemnification and Insurance		114
Amendment, Extension and Waiver of the Merger Agreement		115
Governing Law		115
Remedies; Specific Performance		115
THE ELECTION AND SUPPORT AGREEMENT		116
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE COMPANY MERGER		117
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS REGARDING THE OWNERSHIP AND DISPOSITION OF PUBLIC STORAGE SHARES		121
THE SPECIAL MEETING		148
Date, Time and Place		148
Purpose of the Special Meeting		148
Recommendation of the NSA Board		148
Record Date and Outstanding NSA Common Shares		149
Quorum, Abstentions and Broker Non-Votes		149
Vote Required		149
Voting by NSA’s Trustees and Executive Officers		150
Voting by Proxy or in Person (Via the Meeting Website)		150
Revocability of Proxies and Changes to an NSA Common Shareholder’s Vote		151
Adjournments and Postponements		152
Partnership Requisite Vote		152
Anticipated Date of Completion of the Mergers		152
Solicitation of Proxies		153
Questions and Additional Information		153
NSA PROPOSALS		154
PROPOSAL 1: MERGER PROPOSAL		154
PROPOSAL 2: COMPENSATION PROPOSAL		155
PROPOSAL 3: ADJOURNMENT PROPOSAL		156
DESCRIPTION OF PUBLIC STORAGE SECURITIES		157
DESCRIPTION OF PUBLIC STORAGE SERIES T PREFERRED SHARES AND PUBLIC STORAGE SERIES U PREFERRED SHARES		170
Public Storage Series T Preferred Shares		170
Public Storage Series U Preferred Shares		173
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		176
COMPARISON OF RIGHTS OF PUBLIC STORAGE SHAREHOLDERS AND NSA SHAREHOLDERS		180
LEGAL MATTERS		193
EXPERTS		193
FUTURE SHAREHOLDER PROPOSALS		194
OTHER MATTERS		195
HOUSEHOLDING OF PROXY MATERIALS		195
WHERE YOU CAN FIND MORE INFORMATION		196
Annex A — Agreement and Plan of Merger		A-1
Annex B — Election and Support Agreement		B-1
Annex C — Opinion of Morgan Stanley & Co. LLC		C-1
Annex D — Form of Articles Supplementary Designating the Public Storage Series T Preferred Shares		D-1
Annex E — Form of Articles Supplementary Designating the Public Storage Series U Preferred Shares		E-1


	Public Storage Common Shares (Close)			NSA Common Shares (Close)			Equivalent Per Share Value of Company Share Merger Consideration (Giving Effect to the Exchange Ratio) (Close)
March 13, 2026	$	297.72		$	30.94		$	41.68
[ ], 2026	$	[	]	$	[	]	$	[	]


	Public Storage Common Shares									NSA Common Shares
Date	High			Low			Close			High			Low			Close
March 13, 2026	$	303.63		$	297.17		$	297.72		$	31.39		$	30.52		$	30.94
[ ], 2026	$	[	]	$	[	]	$	[	]	$	[	]	$	[	]	$	[	]


Selected Precedent Transactions
Announcement Date	Acquirer	Target
April 2024	Blackstone Inc.	Apartment Income REIT Corp.
January 2024	Blackstone Inc.	Tricon Residential Inc.
October 2023	Realty Income Corporation	Spirit Realty Capital, Inc.
April 2023	Extra Space Storage Inc.	Life Storage, Inc.
September 2022	GIC and Oak Street	STORE Capital Corporation
May 2022	Prologis, Inc.	Duke Realty Corporation
April 2022	Blackstone Inc.	PS Business Parks, Inc.
April 2022	Blackstone Inc.	American Campus Communities, Inc.
February 2022	Healthcare Trust of America, Inc.	Healthcare Realty Trust Incorporated
February 2022	Blackstone Inc.	Preferred Apartment Communities, Inc.
November 2021	American Tower Corporation	CoreSite Realty Corporation
November 2021	KKR and Global Infrastructure Partners	CyrusOne Inc.
August 2021	VICI Properties Inc.	MGM Growth Properties LLC
June 2021	Blackstone Inc.	QTS Realty Trust
April 2021	Realty Income Corporation	VEREIT, Inc.
April 2021	Kimco Realty Corp.	Weingarten Realty Investors
February 2020	Simon Property Group, Inc.	Taubman Centers, Inc.
October 2019	Prologis, Inc.	Liberty Property Trust
September 2018	Government Properties Income Trust	Select Income REIT
September 2018	Pebblebrook Hotel Trust	LaSalle Hotel Properties
July 2018	Brookfield Asset Management Inc.	Forest City Realty Trust, Inc.
May 2018	Blackstone Inc.	Gramercy Property Trust
April 2018	Prologis, Inc.	DCT Industrial Trust Inc.
November 2017	Brookfield Property Partners L.P.	GGP Inc.
June 2017	Digital Realty Trust, Inc.	DuPont Fabros Technology, Inc.
November 2016	Regency Centers Corporation	Equity One, Inc.
August 2016	Mid-America Apartment Communities, Inc.	Post Properties, Inc.


	Selected Range									Implied Value Range
	Lowest (25^th Percentile)			Median			Highest (75^th Percentile)			Implied Value Range
Premium to Unaffected Price		15.7	%		20.9	%		30.3	%	$	35.80 to $40.32


	NSA	Public Storage
	Share Price Range	Share Price Range
52-Week Trading Range	$27.53 to $39.40	$258.44 to $311.80


	FY2026E		FY2027E		FY2028E		FY2029E		FY2030E		FY2031E
Total NOI⁽¹⁾	$	477	$	510	$	563	$	620	$	677	$	738
Same Store NOI⁽²⁾	$	467	$	500	$	549	$	575	$	600	$	627
Core FFO Per Share⁽³⁾	$	2.29	$	2.60	$	2.96	$	3.24	$	3.52	$	3.74
Dividends Per Share	$	2.28	$	2.28	$	2.29	$	2.44	$	2.65	$	2.82


	Performance-based NSA OP LTIP Units ⁽¹⁾				Time-based NSA OP LTIP Units ⁽¹⁾
Name	Number of Unvested Units (#)		Estimated Aggregate Units Value ($)⁽²⁾		Number of Unvested Units (#)		Estimated Aggregate Units Value ($)
*Trustees*
Paul W. Hylbert, Jr.		—	$	—		6,213	$	238,828
Warren W. Allan		—	$	—		4,638	$	178,285
Lisa R. Cohn		—	$	—		5,779	$	222,145
Chad L. Meisinger		—	$	—		5,779	$	222,145
Steven G. Osgood		—	$	—		6,429	$	247,131
Dominic M. Palazzo		—	$	—		4,840	$	186,050


Name	Severance Multiple
David G. Cramer		3
Tamara D. Fischer		3
Arlen D. Nordhagen		3
Brandon S. Togashi		2
William S. Cowan, Jr.		1
Tiffany S. Kenyon		1


Name	Cash Compensation ($)⁽¹⁾		Continuation of Health Benefits ($)⁽²⁾		Total
David G. Cramer	$	6,498,000	$	29,624	$	6,527,624
Tamara D. Fischer	$	2,351,250	$	22,145	$	2,373,395
Arlen D. Nordhagen	$	783,750	$	26,310	$	810,060
Brandon S. Togashi	$	2,069,100	$	22,145	$	2,091,245
William S. Cowan, Jr.	$	1,120,292	$	14,812	$	1,135,104
Tiffany S. Kenyon	$	644,243	$	14,594	$	658,837


Name	Bonus ($)
David G. Cramer	$	5,671,847
Tamara D. Fischer	$	2,611,205
Arlen D. Nordhagen	$	725,335
Brandon S. Togashi	$	2,430,423
William S. Cowan, Jr	$	4,189,939
Tiffany S. Kenyon	$	1,891,496


Name	Bonus ($)⁽¹⁾
David G. Cramer	$	462,247
Tamara D. Fischer	$	154,603
Arlen D. Nordhagen	$	51,534
Brandon S. Togashi	$	170,063
William S. Cowan, Jr.	$	184,158
Tiffany S. Kenyon	$	94,137


Named Executive Officer	Cash ($)⁽¹⁾		Equity ($)⁽²⁾		Perquisites/ Benefits ($)⁽³⁾		Other⁽⁴⁾		Total ($)
David G. Cramer	$	6,498,000	$	5,295,760	$	29,624	$	6,134,094	$	17,957,478
Brandon S. Togashi	$	2,069,100	$	2,313,189	$	22,145	$	2,600,486	$	7,004,920
Tamara D. Fischer	$	2,351,250	$	2,283,605	$	22,145	$	2,765,808	$	7,422,808
William S. Cowan, Jr.	$	1,120,292	$	3,450,668	$	14,812	$	4,374,097	$	8,959,869
Tiffany S. Kenyon	$	644,243	$	1,014,824	$	14,594	$	1,985,633	$	3,659,294


	NSA Common Shares Beneficially Owned
Name⁽¹⁾	Number⁽²⁾			Percent⁽³⁾
*Named Executive Officers (“NEOs”), Other Executive Officers and Trustees:*
Tamara D. Fischer		502,909	^(4)(23)			*
Arlen D. Nordhagen		6,491,144	^(5)(23)		8.1	%
David G. Cramer		2,241,307	^(6)(23)		2.9	%
Brandon S. Togashi		117,173	⁽⁷⁾			*
William S. Cowan, Jr.		56,093	⁽⁸⁾			*
Tiffany S. Kenyon		40,676	⁽⁹⁾			*
Warren W. Allan		1,297,536	⁽¹⁰⁾		1.7	%
Lisa R. Cohn		11,624	⁽¹¹⁾			*
Paul W. Hylbert, Jr.		78,103	⁽¹²⁾			*
Chad L. Meisinger		171,035	⁽¹³⁾			*
Steven G. Osgood		142,487	⁽¹⁴⁾			*
Dominic M. Palazzo		56,909	⁽¹⁵⁾			*
Michael J. Schall		18,618	⁽¹⁶⁾			*
Charles F. Wu		22,998	⁽¹⁷⁾			*
All trustees, NEOs and other executive officers as a group (14 persons)		11,248,612			13.6	%
5% or Greater Beneficial Owners
BlackRock, Inc.		9,030,972	⁽¹⁸⁾		10.9	%
Kevin M. Howard		7,779,428	⁽¹⁹⁾		8.6	%
Vanguard Portfolio Management, LLC		6,012,296	⁽²⁰⁾		7.8	%
Prudential Financial Inc.		4,157,891	⁽²¹⁾		5.4	%
Long Pond Capital, LP		3,846,289	⁽²²⁾		5.0	%


Public Storage		NSA
*Authorized Stock*

Public Storage is authorized to issue: 650,000,000 Public Storage common shares, par value $0.10 per share. 100,000,000 Public Storage equity shares, par value $0.01 per share. 100,000,000 Public Storage preferred shares, par value $0.01 per share. As of the record date, there were [ ] Public Storage common shares issued and outstanding, [ ] Public Storage preferred shares issued and outstanding and no Public Storage equity shares issued and outstanding.		NSA is authorized to issue: 250,000,000 NSA common shares, par value $0.01 per share. 50,000,000 preferred shares, par value $0.01 per share, of which 31,728,024 are classified and designated as NSA Series A preferred shares and 7,000,000 are classified and designated as NSA Series B preferred shares. The NSA board may amend the NSA charter without action by shareholders to increase or decrease the number of shares of stock of any class or series that NSA is authorized to issue.

*Preferred Stock*

The Public Storage board may classify any unissued preferred shares and reclassify previously classified but unissued preferred shares of any series into one or more classes or series of common shares, equity shares or preferred shares. Before issuing any such class or series, the board must designate the class or series, specify the number of shares included in it, set its preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption		The NSA board is authorized to issue preferred shares from time to time in one or more series, without shareholder approval, with such preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, as may be fixed by the NSA board.


Public Storage		NSA
and cause Public Storage to file articles supplementary with the SDAT.

*Quorum*

At any meeting of shareholders, the holders of a majority of the issued and outstanding shares of beneficial interest entitled to vote present in person or represented by proxy constitute a quorum. If a quorum is not present, the shareholders entitled to vote at the meeting and present in person or by proxy may adjourn the meeting to a date not more than 120 days after the original record date without a new record date and without further notice other than announcement at the meeting.		At any meeting of shareholders, the presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at the meeting constitutes a quorum.

*Voting Rights*

Common Shares Each record holder of Public Storage common shares is entitled to one vote per share held by such record holder on all matters on which shareholders are generally entitled to vote as specified in the Public Storage charter. Cumulative voting is not permitted. Preferred Shares Public Storage preferred shareholders have no voting rights, except as set forth below or as otherwise expressly required by law. If six quarterly distributions payable on any series of preferred shares have not been paid (whether or not declared or consecutive), the holders of all the series of Public Storage preferred shares, voting as a single class without regard to series, will be entitled to elect two additional trustees until all distributions in default have been paid or declared and set apart for payment. The right to vote separately to elect trustees will, when vested, be subject, always, to the same provisions for vesting of the right to elect trustees separately in the case of future distribution defaults. At any time when the right to elect trustees separately has vested, Public Storage may, and upon the written request of the holders of record of not less than 10% of the total number of Public Storage preferred shares then outstanding will, call a special meeting of shareholders for the election of trustees. In the case of the written request, a special meeting will be held within 90 days after the delivery of the request and, in either case, at the place and upon the notice provided by law and in the Public Storage bylaws. However, Public Storage will not be required to call a special meeting if the request is received less than		Common Shares The NSA common shareholders are entitled to vote on all matters submitted to the NSA common shareholders for a vote at all meetings of the shareholders. Each NSA common shareholder is entitled to one vote per NSA common share held by such shareholder. Preferred Shares Holders of NSA Series A preferred shares and NSA Series B preferred shares generally have no voting rights. However, if dividends on the NSA Series A preferred shares or NSA Series B preferred shares are in arrears for six or more quarterly periods, whether or not consecutive, holders of NSA Series A preferred shares or NSA Series B preferred shares, or both, as applicable, and the holders of any other class or series of parity preferred shares with which the holders of NSA Series A preferred shares or NSA Series B preferred shares, or both, as applicable, are entitled to vote together as a single class (voting together as a single class), will be entitled to vote for the election of two additional trustees to serve on the NSA board until all accumulated unpaid dividends with respect to the NSA Series A preferred shares and NSA Series B preferred shares have been paid in full. In addition, the affirmative vote of the holders of at least two-thirds of the outstanding NSA Series A preferred shares or NSA Series B preferred shares, or both, as applicable, and the holders of any other class or series of parity preferred shares with which the holders of NSA Series A preferred shares or NSA Series B preferred shares, or both, as applicable, are entitled to vote together as a single class (voting


Public Storage		NSA
120 days before the date fixed for the next annual meeting of shareholders, and the holders of all classes of outstanding Public Storage preferred shares are offered the opportunity to elect the trustees (or fill any vacancy) at the annual meeting of shareholders. Trustees so elected will serve until the next annual meeting of shareholders or until their respective successors are elected and qualify. If, before the end of the term of any trustee so elected, a vacancy in the office of the trustee occurs, during the continuance of a default in distributions on preferred shares by reason of death, resignation, or disability, the vacancy will be filled for the unexpired term of the former trustee by the appointment of a new trustee by the remaining trustee or trustees so elected. The affirmative vote or consent of the holders of at least 66 2/3% of the outstanding Public Storage preferred shares of each series, voting separately as a class, is required to amend or repeal any provision of, or add any provision to, the Public Storage charter if this action would materially and adversely alter or change the powers, rights, preferences or privileges of the series of preferred shares. The Public Storage board will not, without the consent of holders of at least 66 2/3% of the outstanding Public Storage preferred shares, voting as a single class, issue, authorize or increase the authorized amount of any class or series of shares of beneficial interest senior to Public Storage preferred shares.		together as a single class) is required for NSA to authorize, create or issue, or increase the number of authorized or issued shares of, any class or series of shares ranking senior to the NSA Series A preferred shares and/or NSA Series B preferred shares or, subject to certain exceptions, to amend any provision of the NSA charter so as to materially and adversely affect any right, preference, privilege or voting power of the NSA Series A preferred shares or NSA Series B preferred shares. If the proposed amendment to the NSA charter would materially and adversely affect the rights, preferences, privileges or voting powers of the Series A preferred shares or Series B preferred shares disproportionately relative to any other class or series of parity preferred shares, the affirmative vote of the holders of at least two-thirds of the outstanding Series A preferred shares or Series B preferred shares, as applicable, voting as a separate class, is also required.

*Special Meetings of Shareholders*

A special meeting of shareholders may be called at any time by the Public Storage board. A special meeting must also be called by the secretary upon the written request of holders of at least 20% of all votes entitled to be cast on any matter proposed to be considered at the meeting. Business at a special meeting is limited to the matters properly brought before the meeting. No business may be transacted at a special meeting of shareholders other than business that is either (i) proposed business stated in a valid special meeting request, (ii) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Public Storage board or (iii) otherwise properly brought before a special meeting by or at the direction of the Public Storage board or the chairman of the meeting.		Any of NSA’s chairperson of the board, chief executive officer and president and NSA’s board may call a special meeting of shareholders. A special meeting must be called by NSA’s secretary at the written request of NSA shareholders entitled to cast a majority of all votes entitled to be cast at the meeting and upon compliance with certain notice and information requirements specified in the NSA bylaws. Business transacted at a special meeting of shareholders is limited to the purposes stated in the notice.


Public Storage		NSA
*Shareholder Action by Written Consent Without a Meeting*

Any action required or permitted to be taken by shareholders may be taken without a meeting if (i) a unanimous written consent which sets forth the action taken and which is signed by each shareholder entitled to vote on the matter and (ii) a written waiver of any right to dissent signed by each shareholder entitled to notice of such meeting but not entitled to vote at such meeting, are filed with the minutes of the proceedings of the shareholders.		Any action required or permitted to be taken at any meeting of shareholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by electronic transmission by each shareholder entitled to vote on the matter and filed with the minutes of proceedings of the shareholders.

*Notice of Shareholder Meetings*

Not less than 10 nor more than 90 days before the date of each meeting, Public Storage must provide to each shareholder entitled to vote at such meeting and to each shareholder not entitled to vote who is otherwise entitled to notice of the meeting written or printed notice of such meeting stating the time and place of the meeting and, in the case of a special meeting, the purpose for which the meeting is called.		Not less than 10 nor more than 90 days before the date of every meeting of shareholders, NSA’s secretary must provide notice of such meeting in writing or by electronic transmission to each shareholder entitled to vote at, or entitled to notice of, such meeting, stating the time and, unless the meeting will be held solely by means of remote communication, place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

*Advance Notice Requirement for Trustee Nominations and Shareholder Proposals*

Nomination of candidates for election as trustees and the proposal of business to be considered by shareholders at an annual meeting must be (i) specified in Public Storage’s notice of annual meeting (or any supplement thereto) given by or at the direction of the Public Storage board, (ii) otherwise properly brought before the annual meeting by or at the direction of the Public Storage board, (iii) otherwise properly brought before the annual meeting by a shareholder who is a shareholder of record at the time such notice is delivered to Public Storage through the time of the annual meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth below, or (iv) solely with respect to nominations of individuals for election to the Public Storage board, otherwise properly brought before the annual meeting by an eligible shareholder in compliance with the proxy access provisions of the Public Storage bylaws. To be timely, a shareholder’s notice generally must be delivered to or mailed and received by the secretary at Public Storage’s principal executive office not later than 5:00 p.m. Eastern Time on the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting and not earlier than the close of business on the 120th day prior to that		Nomination of candidates for election to the NSA board and the proposal of other business to be considered at an annual meeting of shareholders by the shareholders may be made only (1) pursuant to NSA’s notice of meeting, (2) by or at the direction of the NSA board or (3) by any NSA shareholder who was a shareholder of record at the record date set by the NSA board for the purpose of determining shareholders entitled to vote at the annual meeting, at the time of giving notice and at the time of the annual meeting in question, who complies with the timing, information and other requirements set forth in the NSA bylaws. In order for a trustee nomination or other business brought by a shareholder to be considered at an annual meeting of shareholders, the shareholder is generally required to deliver to NSA certain information in accordance with the NSA bylaws not less than 120 days nor more than 150 days prior to the anniversary date of the proxy statement for the immediately preceding annual meeting; provided, however, that, if the annual meeting is scheduled to be held on a date more than 30 days before or after the proxy statement anniversary date, notice must be delivered to NSA not earlier than the 150th day prior


Public Storage		NSA
anniversary. However, if the date of mailing of notice for the annual meeting is advanced by more than 30 days or delayed by more than 60 days from that anniversary, notice must be received no earlier than the close of business on the 120th day prior to the date of mailing of notice for the annual meeting and not later than the close of business on the later of the 90th day prior to the date of mailing of notice for the annual meeting and the 10th day following the day on which Public Storage first publicly announces the date of mailing of notice for the meeting. A shareholder’s notice must contain detailed information regarding the proposed nominee or other business, the proposing shareholder and any shareholder associated persons, including ownership, derivative and other economic interests, voting arrangements, solicitation intentions and other information required by the bylaws and applicable proxy rules, and, in the case of a proposed nominee, must be accompanied by specified certifications and a completed questionnaire from the nominee. Public Storage may require supplemental information, written verification and updates and non-compliant nominations or proposals may be disregarded. In addition, if the number of trustees to be elected is increased after the ordinary notice window has expired and Public Storage has not publicly announced the increase at least 100 days before the first anniversary of the prior year’s mailing date, notice as to nominees for the new positions will be timely if received by the close of business on the 10th day following Public Storage’s first public announcement of the increase.		to the date of such annual meeting and not later than 5:00 p.m., Mountain Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made.

*Proxy Access*

Proxy access is available for eligible shareholders (or a group of up to 20 shareholders) who have owned at least 3% of outstanding Public Storage common shares continuously for a period of three years. The maximum number of proxy access nominees is the greater of two or 20% of the trustees up for election. Notice of proxy access must be received not less than 120 days nor more than 150 days prior to the anniversary of the date of mailing of the notice for the previous year’s annual meeting, subject to certain adjustments if the date of mailing of the notice for the annual meeting is advanced by more than 30 days or delayed by more than 60 days from that anniversary date, or if no annual meeting was held in the prior year.		NSA does not have a proxy access provision in its organizational documents that grants proxy access rights in excess of what is provided for under Maryland law.


Public Storage		NSA
*Amendment of Charter*

Public Storage reserves the right to amend its charter to the extent permitted by Maryland law, including amendments altering the terms or contract rights of any class or series of shares. Trustees may amend the Public Storage charter without shareholder action to qualify Public Storage as a REIT and in any other manner in that the charter of a Maryland corporation may be amended without shareholder approval. In all other cases, an amendment of the Public Storage charter requires the Public Storage board to adopt a resolution setting forth the proposed amendment and declaring it advisable, followed by approval by the affirmative vote of holders of not less than a majority of the shares then outstanding and entitled to vote thereon. However, any amendment that amends, repeals or adds any provision inconsistent with the provision of the Public Storage charter that provides an exception from the Maryland control share acquisition statute for certain excepted holders and their affiliates, or the provision of the Public Storage charter that provides an exception from the Maryland business combination statute for business combinations with certain excepted holders and their affiliates, requires, in addition to board approval, the affirmative vote of holders of not less than 80% of the shares then outstanding and entitled to vote thereon.		NSA has the right from time to time to make any amendment to the NSA charter, including any amendment altering the terms or contract rights, as expressly set forth in the NSA charter, of any NSA common shares. Except as otherwise provided in the NSA charter, the NSA charter may be amended if advised by the NSA board and approved by the affirmative vote of a majority of the votes entitled to be cast on the matter.

*Bylaws Amendments*

The Public Storage bylaws may be amended or repealed, or new bylaws may be adopted, by the affirmative vote of a majority vote of the trustees, or by the shareholders by the affirmative vote of not less than a majority of all the votes entitled to be cast on the matter at a meeting of shareholders duly called and at which a quorum is present.		The NSA bylaws may be altered, amended or repealed with the approval of a majority of the NSA board. NSA common shareholders and NSA OP unitholders may alter or repeal any provision of the NSA bylaws or adopt new bylaws with the affirmative vote of both (1) holders of a majority of NSA common shares outstanding at the close of business on the record date for determining the NSA common shareholders and NSA OP unitholders entitled to cast votes at a shareholders meeting (the “determination date”) and (2) NSA common shareholders and limited partners (other than NSA) of NSA OP representing a majority of the number of NSA common shares outstanding as of the determination date together with the number of additional NSA common shares that would be issuable if all NSA OP units (including the number of NSA OP units issuable upon the exchange of all Class X units in the DownREITs) outstanding as of the determination date were exchanged on a one-for-one basis, subject


Public Storage		NSA
		to adjustments as provided in the NSA OP partnership agreement, for NSA common shares. Notwithstanding the foregoing, NSA common shareholders do not have the power to alter or repeal, or to adopt any provision inconsistent with, any provision of the NSA bylaws relating to the amendment of the NSA bylaws.

*Number and Term of Trustees*

There are currently 12 trustees on the Public Storage board. The number of trustees may be changed from time to time by a majority of the Public Storage board then in office, but in no event will be less than three nor more than 15. Trustees serve one-year terms, and all trustees are elected at each annual meeting.		There are currently 11 trustees on the NSA board. The number of trustees may be changed from time to time by a majority of the NSA board, but in no event will there be less than the minimum number required by the MRL nor more than 15 trustees. Trustees serve one-year terms and until their respective successors are duly elected and qualify, and all trustees are elected at each annual meeting. In case of failure to elect trustees at the designated time, the trustees holding over will continue to serve as trustees until their successors are duly elected and qualify.

*Election of Trustees*

The Public Storage bylaws provide that, in the case of an uncontested election, trustees must receive a majority of the votes cast for election at a meeting at which a quorum is present. In the case of a contested election, trustees must receive a plurality of the votes cast for election at a meeting at which a quorum is present.		The NSA bylaws provide that, in the case of an uncontested election, a nominee must receive votes “FOR” his or her election constituting a majority of the total votes cast for and against such nominee at the meeting at which a quorum is present. If, in an uncontested election, an incumbent trustee does not receive sufficient “FOR” votes to be re-elected, Maryland law provides that the trustee would continue to serve on the NSA board as a “holdover” trustee. Under the NSA bylaws, such a trustee must submit his or her resignation to the NSA board. NSA’s Compensation, Nominating and Corporate Governance Committee will consider such tendered resignation and recommend to the NSA board whether to accept it. The NSA board will decide whether to accept any such resignation within 90 days after certification of the election results and will publicly disclose its decision. If the resignation is not accepted, the trustee will continue to serve until the trustee’s successor is duly elected and qualifies or until the trustee’s earlier death, resignation, retirement or removal. If a trustee’s offer to resign is accepted by the NSA board, or if a nominee for trustee is not elected and the nominee is not an incumbent trustee, then the NSA board, in its sole discretion, may fill any resulting vacancy pursuant to the NSA bylaws.


Public Storage		NSA
		In the case of a contested election, a plurality of all the votes cast at the meeting of shareholders duly called and at which a quorum is present is sufficient to elect a trustee.

*Removal of Trustees*

Subject to the rights of holders of any class or series of preferred shares to elect one or more trustees, a trustee may be removed at any time, but only for cause, at a meeting of shareholders by the affirmative vote of the holders of not less than two-thirds of the shares then outstanding and entitled to vote generally in the election of trustees.		The NSA charter provides that, subject to the rights of NSA preferred shareholders, any trustee may be removed, with or without cause, by the affirmative vote of shareholders entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of trustees.

*Filling Vacancies on the Board*

The Public Storage charter provides that the trustees may increase the number of trustees and fill any vacancy, whether resulting from an increase in the number of trustees or otherwise. Under the Public Storage bylaws, any vacancy, including one created by an increase in the number of trustees, may be filled by a majority of the trustees even if the remaining trustees do not constitute a quorum, and the replacement trustee serves the unexpired term.		Subject to the rights of the holders of any NSA preferred shares then outstanding with respect to the election of trustees, the NSA bylaws provide that any vacancy on the NSA board may be filled only by a majority of the remaining trustees, even if the remaining trustees do not constitute a quorum, and any trustee elected to fill a vacancy will hold office for the remainder of the full term of the trusteeship in which the vacancy occurred and until his or her successor is duly elected and qualifies.

*Cumulative Voting*

Public Storage does not permit cumulative voting with respect to the election of its trustees.		NSA does not permit cumulative voting with respect to the election of its trustees.

*Limits on Ownership and Transfer of Shares*

To preserve its REIT qualification, the Public Storage charter generally limits beneficial ownership to 3.0% of any class or series of Public Storage common shares and 9.9% of any class or series of Public Storage preferred share or equity share, in each case by value or number of shares, whichever is more restrictive. Designated investment entities and excepted holders are subject to a separate limit permitting ownership of up to 9.9% of any class or series of Public Storage common shares and up to 100% of any class or series of Public Storage preferred share or equity share. These limits may not be exceeded if doing so would cause Public Storage to be closely held under the Code, otherwise jeopardize Public Storage’s REIT qualification or result in Public Storage being beneficially owned by fewer than 100 persons. Holders of more than 5% of Public Storage’s outstanding shares must provide certain ownership information to Public Storage, and Public Storage may require certain additional information from		In general, no person may beneficially or constructively own more than 9.8% by value or number of shares, whichever is more restrictive, of the aggregate of NSA’s outstanding shares of all classes and series, the outstanding shares of any class or series of NSA preferred shares or the outstanding NSA common shares, taking into account certain attribution rules under the Code. Any transfer that violates this limitation is void. However, the NSA board may, in its sole discretion, prospectively or retroactively exempt a person from all or any component of the ownership limit described above if certain requirements are met. No person may beneficially or constructively own NSA common shares or NSA preferred shares (taking into account certain attribution rules under the Code) to the extent that such ownership would result in NSA being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership


Public Storage		NSA
holders whose ownership could affect Public Storage’s REIT qualification. Under the Public Storage charter, the Public Storage board may, in its sole and absolute discretion, exempt a shareholder that is not an individual from the 3% ownership limit for Public Storage common shares, the 9.9% ownership limit for preferred and equity shares or the ownership limit for Public Storage common shares applicable to designated investment entities, if such shareholder provides information and makes representations to the Public Storage board that are satisfactory to the Public Storage board, in its sole and absolute discretion, to establish that such person’s ownership in excess of the applicable ownership limit would not jeopardize Public Storage’s qualification as a REIT. The Public Storage board has from time to time granted waivers to such persons. If any transfer of shares or any other event would otherwise result in any person violating the ownership limits described above, then the Public Storage charter provides that (a) the transfer will be void and of no force or effect with respect to the prohibited transferee with respect to that number of shares that exceeds the ownership limits and (b) the prohibited transferee would not acquire any right or interest in the shares. The foregoing restrictions on transferability and ownership will not apply if the Public Storage board determines that it is no longer in Public Storage’s best interests to attempt to qualify, or to continue to qualify, as a REIT.		interest is held during the last half of a taxable year) or otherwise failing to qualify as a REIT. In the event of a purported transfer or other event that would, if effective, result in the ownership of shares in violation of the ownership limitations described above or NSA being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of the taxable year), or otherwise failing to qualify as a REIT, the transfer as to that number of shares that would be owned by the transferee in excess of the ownership limit or that would otherwise violate the foregoing requirements is void and such shares will be transferred to, and held by, a charitable trust for the exclusive benefit of one or more charitable organizations selected by NSA and the intended transferee will acquire no rights in such shares. If the transfer to the charitable trust as described above is not automatically effective, for any reason, to prevent violation of the applicable ownership limit or NSA 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 otherwise failing to qualify as a REIT, then the NSA charter provides that the transfer of the shares will be null and void and the intended transferee will acquire no rights in the shares.

*Dissenters’ Rights*

Under Maryland law, dissenting shareholders may have, subject to satisfying certain procedures, the right to demand and receive payment of the fair value of their shares in connection with certain transactions (often referred to as appraisal rights), including a proposed merger, share exchange or sale of substantially all of the assets of the corporation. However, dissenters’ rights generally are not available to holders of shares, such as Public Storage common shares, which are registered on a national securities exchange or quoted on a national market security system.		Under the NSA charter, shareholders are not entitled to exercise any rights of an objecting shareholder provided for under Title 8 and Title 3, Subtitle 2, of the MGCL unless a majority of the NSA board determines that such rights apply.

*Shareholder Rights Plans*

Public Storage does not have a shareholder rights plan in effect.		NSA does not have a shareholder rights plan in effect.


Public Storage		NSA
*State Takeover Defense Statutes*

Business Combinations. Under the MGCL, certain “business combinations” (which include a merger, consolidation, statutory share exchange and certain transfers, issuances or reclassifications of equity securities) between a Maryland REIT and any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the real estate investment trust’s outstanding voting shares, or an affiliate or associate of the real estate investment trust who beneficially owns, directly or indirectly, 10% or more of the voting power of the real estate investment trust’s then outstanding voting shares at any time within the preceding two years, in each case referred to as an “interested shareholder,” or an affiliate thereof, are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. Thereafter, any such business combination must be recommended by the board of trustees and approved by the affirmative vote of at least (1) 80% of the votes entitled to be cast by holders of outstanding voting shares of the real estate investment trust and (2) two-thirds of the votes entitled to be cast by holders of voting shares of the real estate investment trust other than shares held by the interested shareholder or its affiliates or associates. The super-majority vote provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by the real estate investment trust’s board of trustees prior to the time that the interested shareholder becomes an interested shareholder or if the business combination satisfies certain minimum price, form of consideration and procedural requirements. The Public Storage charter provides that these provisions of the MGCL do not apply to business combinations between Public Storage and the Hughes family members, any person who is or would be a beneficial owner of Public Storage common shares as a result of the beneficial ownership of Public Storage common shares by any Hughes family member, B.W. Hughes Living Trust, B. Wayne Hughes 5-04 Annuity Trust, B. Wayne Hughes 6-04 Annuity Trust, B. Wayne Hughes 9-05 Annuity Trust, American Commercial Equities, LLC, American Commercial Equities Two, LLC and any person whose beneficial ownership of Public Storage common shares would cause a Hughes family member to be deemed the beneficial owner of such Public Storage common shares, solely to the extent of such deemed beneficial ownership.		Business Combinations. Under the MGCL, certain “business combinations” (which include a merger, consolidation, statutory share exchange and certain transfers, issuances or reclassifications of equity securities) between a Maryland REIT and any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the real estate investment trust’s outstanding voting shares, or an affiliate or associate of the real estate investment trust who beneficially owns, directly or indirectly, 10% or more of the voting power of the real estate investment trust’s then outstanding voting shares at any time within the preceding two years, in each case referred to as an “interested shareholder,” or an affiliate thereof, are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. Thereafter, any such business combination must be recommended by the board of trustees and approved by the affirmative vote of at least (1) 80% of the votes entitled to be cast by holders of outstanding voting shares of the real estate investment trust and (2) two-thirds of the votes entitled to be cast by holders of voting shares of the real estate investment trust other than shares held by the interested shareholder or its affiliates or associates. The super-majority vote provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by the real estate investment trust’s board of trustees prior to the time that the interested shareholder becomes an interested shareholder or if the business combination satisfies certain minimum price, form of consideration and procedural requirements. Pursuant to the statute, the NSA board has exempted from these provisions of the MGCL business combinations between NSA and (1) any other person, provided that the business combination is first approved by the NSA board (including a majority of trustees who are not affiliates or associates of such person), (2) Arlen D. Nordhagen and any of his affiliates and associates and (3) any person acting in concert with the foregoing. Control Share Acquisitions. Under the MGCL, holders of control shares of a Maryland real estate investment trust acquired in a control share acquisition have no voting rights except to the extent approved by a vote of shareholders entitled to cast two-thirds of the votes entitled to be cast on the


Public Storage		NSA
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. Public Storage has not elected to be subject to any provisions of Subtitle 8 of Title 3 of the MGCL. Apart from Subtitle 8, the Public Storage charter and the Public Storage bylaws already provide that: (1) a trustee may be removed only for cause and only by the affirmative vote of holders of not less than two-thirds of the shares then outstanding and entitled to vote generally in the election of trustees; (2) a majority of the entire board may establish, increase or decrease the number of trustees; (3) vacancies on the board, including vacancies resulting from an increase in the number of trustees, may be filled by a majority of the remaining trustees, even if less than a quorum; and (4) subject to bylaw procedures, a special meeting may be called upon the written demand of holders of at least 20% of the votes entitled to be cast on the matter.		• a majority requirement for the calling of a special meeting of shareholders. NSA has not elected to be subject to any of the provisions of Subtitle 8. Moreover, the NSA charter provides that, without the affirmative vote of a majority of the votes cast on the matter by shareholders entitled to vote generally in the election of trustees, NSA may not elect to be subject to any of the provisions of Subtitle 8. Through provisions in the NSA charter and bylaws unrelated to Subtitle 8, NSA already (1) requires the affirmative vote of the holders of at least two-thirds of all of the votes entitled to be cast generally in the election of trustees for the removal of any trustee from the board, with or without cause, (2) vests in the board the exclusive power to fix the number of trustees, (3) requires that a vacancy on the board be filled only by a majority of the remaining trustees, even if less than a quorum, and (4) requires, unless called by NSA’s chairperson of the board, chief executive officer, president or the NSA board, the written request of shareholders entitled to cast a majority of the votes entitled to be cast at such meeting to call a special meeting of shareholders.

*Exclusive Forum Provision*

Neither the Public Storage charter nor the Public Storage bylaws contain an exclusive forum provision.		Unless NSA consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland (or if that court does not have jurisdiction, the U.S. District Court for the District of Maryland, Baltimore Division) will be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of NSA, (2) any action asserting a claim of breach by any trustee, officer or other employee of NSA of a duty owed to NSA or NSA’s shareholders, (3) any action asserting a claim against NSA or any trustee, officer or other employee arising pursuant to any provision of the MRL or the NSA charter or bylaws, or (4) any action asserting a claim against NSA or any trustee or officer or other employee that is governed by the internal affairs doctrine.

*Exculpation and Indemnification of Trustees and Officers*

The Public Storage charter provides that, to the maximum extent permitted by Maryland law and in accordance with the applicable provisions of the Public Storage bylaws, Public Storage will indemnify present and former trustees and officers, including any individual who, at the request of Public Storage, serves or has served another entity or employee benefit plan in		The NSA charter authorizes NSA to obligate itself and the NSA bylaws obligate NSA, to the fullest extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of such individual’s ultimate entitlement to indemnification, to pay or reimburse reasonable expenses in advance of final


		Page

ARTICLE I THE MERGERS			A-2

Section 1.1.	The Mergers		A-2

Section 1.2.	Transaction Steps		A-3

Section 1.3.	Governing Documents		A-3

Section 1.4.	Officers, Trustees, General Partner and Limited Partners of the Surviving Entities		A-3

Section 1.5.	Effective Times		A-4

Section 1.6.	Closing of the Mergers		A-4

Section 1.7.	Effects of the Mergers		A-4

Section 1.8.	Tax Consequences		A-4

Section 1.9.	Structure		A-5

ARTICLE II MERGER CONSIDERATION; SECURITIES			A-6

Section 2.1.	Effect on Securities		A-6

Section 2.2.	Partnership Unit Merger Consideration; Effect on Partnership Units		A-9

Section 2.3.	Exchange Fund; Exchange Agent		A-12

Section 2.4.	Withholding Rights		A-14

Section 2.5.	Dissenters’ Rights		A-15

Section 2.6.	No Fractional Shares		A-15

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES			A-15

Section 3.1.	Organization and Qualification; Subsidiaries		A-15

Section 3.2.	Company Capitalization		A-16

Section 3.3.	Authority		A-18

Section 3.4.	No Conflict; Required Filings and Consents		A-18

Section 3.5.	Company SEC Documents; Financial Statements		A-19

Section 3.6.	Information Supplied		A-20

Section 3.7.	Absence of Certain Changes		A-21

Section 3.8.	Undisclosed Liabilities		A-21

Section 3.9.	Permits; Compliance with Laws		A-21

Section 3.10.	Litigation		A-21

Section 3.11.	Employee Benefits		A-22

Section 3.12.	Labor Matters		A-23

Section 3.13.	Tax Matters		A-24

Section 3.14.	Properties		A-26


Section 3.15.	Environmental Matters	A-27

Section 3.16.	Intellectual Property; Cybersecurity; Privacy	A-28

Section 3.17.	Contracts	A-30

Section 3.18.	Opinion of Financial Advisor	A-31

Section 3.19.	Takeover Statutes	A-31

Section 3.20.	Vote Required	A-31

Section 3.21.	Insurance	A-32

Section 3.22.	Investment Company Act	A-32

Section 3.23.	Brokers	A-33

Section 3.24.	Related Party Transactions	A-33

Section 3.25.	Acknowledgement of No Other Representations or Warranties	A-33

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES		A-33

Section 4.1.	Organization	A-34

Section 4.2.	Parent Capitalization	A-35

Section 4.3.	Authority	A-35

Section 4.4.	No Conflict; Required Filings and Consents	A-36

Section 4.5.	Parent SEC Documents; Financial Statements	A-36

Section 4.6.	Information Supplied	A-37

Section 4.7.	Merger Sub I and Merger Sub II	A-37

Section 4.8.	Solvency	A-38

Section 4.9.	Absence of Certain Changes	A-38

Section 4.10.	Undisclosed Liabilities	A-38

Section 4.11.	Compliance with Laws	A-38

Section 4.12.	Litigation	A-39

Section 4.13.	Tax Matters	A-39

Section 4.14.	Takeover Statutes	A-40

Section 4.15.	No Vote Required	A-40

Section 4.16.	Board Approval	A-40

Section 4.17.	Brokers	A-40

Section 4.18.	Investment Company Act	A-40

Section 4.19.	Financing	A-40

Section 4.20.	Acknowledgement of No Other Representations and Warranties	A-41

ARTICLE V COVENANTS AND AGREEMENTS		A-42

Section 5.1.	Conduct of Business by the Company Pending the Mergers	A-42

Section 5.2.	Conduct of Business by Parent Pending the Mergers	A-46


Section 5.3.	Access to Information	A-47

Section 5.4.	Preparation of the Form S-4, the Proxy Statement/Prospectus and the Consent Solicitation Statement	A-48

Section 5.5.	Company Shareholders’ Meeting; Consent Solicitation	A-50

Section 5.6.	Appropriate Action; Consents; Filings	A-51

Section 5.7.	Solicitation; Acquisition Proposals; Adverse Recommendation Change	A-53

Section 5.8.	Public Announcements	A-56

Section 5.9.	Directors’ and Officers’ Indemnification	A-56

Section 5.10.	Employee Matters	A-58

Section 5.11.	Dividends and Distributions	A-60

Section 5.12.	Rule 16b-3 Matters	A-61

Section 5.13.	Certain Tax Matters	A-62

Section 5.14.	Delisting; Deregistration	A-62

Section 5.15.	Transfer Taxes	A-62

Section 5.16.	Tax Certificate of Officers	A-63

Section 5.17.	Financing and Financing Cooperation	A-63

Section 5.18.	Treatment of Certain Indebtedness	A-67

Section 5.19.	Certain Required Consents	A-68

Section 5.20.	Other Transactions	A-69

ARTICLE VI CONDITIONS TO CONSUMMATION OF THE MERGERS		A-71

Section 6.1.	Conditions to Each Party’s Obligations to Effect the Mergers	A-71

Section 6.2.	Conditions to the Obligations of the Parent Parties	A-71

Section 6.3.	Conditions to Obligations of the Company Parties	A-73

Section 6.4.	Frustration of Closing Conditions	A-74

ARTICLE VII TERMINATION		A-74

Section 7.1.	Termination	A-74

Section 7.2.	Effect of the Termination	A-75

Section 7.3.	Fees and Expenses	A-75

Section 7.4.	Payment of Termination Fee	A-77

ARTICLE VIII MISCELLANEOUS		A-78

Section 8.1.	Nonsurvival of Representations and Warranties	A-78

Section 8.2.	Entire Agreement; Assignment	A-78

Section 8.3.	Notices	A-78

Section 8.4.	Governing Law and Venue; Waiver of Jury Trial	A-79

Section 8.5.	Interpretation; Certain Definitions	A-80


Section 8.6.	Parties In Interest	A-81

Section 8.7.	Severability	A-81

Section 8.8.	Specific Performance	A-81

Section 8.9.	Amendment	A-81

Section 8.10.	Extension; Waiver	A-82

Section 8.11.	Counterparts	A-82

Section 8.12.	Certain Financing Provisions	A-82

Section 8.13.	Definitions	A-83


Exhibit A		Form of Partnership Agreement Amendment

Exhibit B		Dropdown Properties

Exhibit C		Form of Dropdown JV Contribution Agreement

Exhibit D		Form of Dropdown JV Agreement


Term	Section
Acceptable Confidentiality Agreement		5.7(b)
Action		3.10
Adverse Recommendation Change		5.7(d)
Agreement		Preamble
Alternative Acquisition Agreement		5.7(a)
Alternative Financing		5.17(b)
Amended Partnership Agreement		1.3(b)
Bankruptcy and Equity Exception		3.3(a)
Book-Entry Share		2.1(a)(ii)
Capitalization Date		3.2(a)
Certificate		2.1(a)(ii)
Certificate of Limited Partnership		1.3(b)
Chosen Courts		8.4(b)
Closing		1.6
Closing Date		1.6
Commitment Letters		4.19(b)
Company		Preamble
Company Articles of Merger		1.5(a)
Company Board		Recitals
Company Capital Shares		3.2(a)
Company Common Shares		3.2(a)
Company Disclosure Letter		Article III
Company Employee		5.10(a)
Company Employee Benefit Plan		3.11(a)
Company Financial Statements		3.5(a)
Company Intellectual Property		3.16(a)
Company Lease		3.14(a)
Company Material Contract		3.17(b)
Company Merger		Recitals
Company Merger Effective Time		1.5(a)
Company Parties		Preamble
Company Permits		3.9(a)
Company Preferred Share Consideration		2.1(a)(iv)(B)
Company Preferred Shares		3.2(a)
Company Properties		3.14(a)
Company Recommendation		5.5(a)
Company REIT Counsel		6.2(e)
Company Requisite Vote		3.20(a)
Company Restricted Share Award		2.1(c)(i)
Company SEC Documents		3.5(a)
Company Series A Preferred Shares		3.2(a)
Company Series B Preferred Shares		3.2(a)
Company Share Merger Consideration		2.1(a)(ii)
Company Shareholders’ Meeting		5.5(a)
Company Tax Counsel		6.3(f)
Company Termination Fee		7.3(b)
Company-Wide Partnership Approval		3.20(c)


Confidentiality Agreement			5.3(b)
Credit Counterparty			5.19(a)
D&O Insurance			5.9(b)
Definitive Agreements			5.17(a)
Dropdown JV			2.2(b)(i)
Dropdown JV Agreement			2.2(b)(i)
Dropdown JV Commitment Letter			4.19(b)
Dropdown JV Contribution			2.2(b)(i)
Dropdown JV Contribution Agreement			2.2(b)(i)
Dropdown JV Financing			4.19(b)
DRULPA			Recitals
DSOS			1.5(b)
Elected Holders			2.2(b)(ii)
Equity Interests			3.2(b)
Exchange Agent			2.3(a)
Exchange Fund			2.3(b)
Exchange Ratio			2.1(a)(ii)
Existing Loan Documents			3.17(b)(iii)
FCPA			3.9(c)
Final REIT Year			3.13(b)
Financing			4.19(b)
Financing Amount			4.19(i)
Financing Conditions			4.19(c)
Form S-4			3.4(b)
Fractional Share Consideration			2.1(a)(ii)
FY 2026			5.10(e)
GAAP			3.5(a)
Indemnified Liabilities			5.9(a)
Indemnified Parties			5.9(a)
Indemnified Party			5.9(a)
Initial Partnership Approval			3.20(b)
Inquiry			5.7(a)
Interim Period			5.1
IRS			3.11(c)
JV Consents			5.19(a)
Letter of Transmittal			2.3(d)(i)
Loan Consents			5.19(a)
Losses			1.9(c)
Malicious Code			3.16(f)
Maximum Amount			5.9(b)
Merger Sub I			Preamble
Merger Sub II			Preamble
Mergers			Recitals
MLLCA			Recitals
MRL			Recitals
Multiemployer Plan			3.11(b)
New Parent OP Units			2.2(a)(iii)
Notice of Change of Recommendation			5.7(e)
Notice of Change Period			5.7(e)
Outside Date			7.1(b)(ii)
Parent			Preamble
Parent Board			Recitals


Parent Bylaws			4.1(e)
Parent Capital Shares			4.2(a)
Parent Charter			4.1(e)
Parent Commitment Letter			4.19(a)
Parent Common Shares			4.2(a)
Parent Disclosure Letter			Article IV
Parent Equity Shares			4.2(a)
Parent Financial Statements			4.5(a)
Parent Financing			4.19(a)
Parent OP			Preamble
Parent OP Preferred Units			2.2(c)(i)
Parent Parties			Preamble
Parent Plan			5.10(b)
Parent Preferred Share			4.2(a)
Parent REIT Counsel			6.3(e)
Parent SEC Documents			4.5(a)
Parent Share			4.2(a)
Parent Tax Counsel			6.2(f)
Parent-Approved Transaction			5.20
Partnership			Preamble
Partnership Agreement Amendment			Recitals
Partnership Merger			Recitals
Partnership Merger Certificate			1.5(b)
Partnership Merger Effective Time			1.5(b)
Partnership Preferred Unit Consideration			2.2(c)(ii)
Partnership Unit Merger Consideration			2.2(a)(iii)
Payoff Amount			5.18
Payoff Letter			5.18
Permit			3.9(a)
Permitted Mezzanine Financing			5.17(a)
Privacy Obligations			3.16(g)
Pro Rata Dividend Amount			5.11(b)
Proceeding			5.9(a)
Processing			3.16(g)
PSOC			Recitals
QRS			3.13(c)
Qualifying Income			7.4(a)
REIT			3.13(b)
Required Consents			5.19(a)
Sarbanes-Oxley Act			3.5(a)
SDAT			1.5(a)
Security Breach			3.16(h)
Special Redemption			2.2(b)(ii)
Special Redemption Materials			2.2(b)(ii)
Surviving Company			1.1(a)
Surviving Partnership			1.1(b)
Takeover Statutes			3.19
Transaction Litigation			5.6(b)
Transfer Taxes			5.15
TRS			3.13(c)
WARN			3.12(e)