10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-37351

National Storage Affiliates Trust

(Exact name of Registrant as specified in its charter)

 

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

8400 East Prentice Avenue, 9th Floor

Greenwood Village, Colorado 80111

(Address of principal executive offices) (Zip code)

(720) 630-2600

(Registrant's telephone number including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange

Act.

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    

Yes ☐  No ☒

As of August 7, 2023, 89,237,894 common shares of beneficial interest, $0.01 par value per share, were outstanding.

NATIONAL STORAGE AFFILIATES TRUST
TABLE OF CONTENTS
FORM 10-Q
		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 (Unaudited)	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	5
	Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)	10
	Notes to Condensed Consolidated Financial Statements (Unaudited)	12
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	30
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	52
ITEM 4.	Controls and Procedures	52
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	53
ITEM 1A.	Risk Factors	53
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
ITEM 3.	Defaults Upon Senior Securities	54
ITEM 4.	Mine Safety Disclosures	54
ITEM 5.	Other Information	54
ITEM 6.	Exhibits	55
Signatures		57

2

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

NATIONAL STORAGE AFFILIATES TRUST

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)

(Unaudited)

	June 30,		December 31,
	2023		2022
ASSETS
Real estate
Self storage properties	$	6,579,167	$	6,391,572
Less accumulated depreciation	(877,707)		(772,661)
Self storage properties, net	5,701,460		5,618,911
Cash and cash equivalents	44,022		35,312
Restricted cash	3,299		6,887
Debt issuance costs, net	9,607		1,393
Investment in unconsolidated real estate ventures	219,060		227,441
Other assets, net	160,618		156,228
Operating lease right-of-use assets	23,325		23,835
Total assets	$	6,161,391	$	6,070,007
LIABILITIES AND EQUITY
Liabilities
Debt financing	$	3,639,547	$	3,551,179
Accounts payable and accrued liabilities	87,007		80,377
Interest rate swap liabilities	—		483
Operating lease liabilities	25,314		25,741
Deferred revenue	25,122		23,213
Total liabilities	3,776,990		3,680,993
Commitments and contingencies (Note 11)
Equity
Series A Preferred shares of beneficial interest, par value $0.01 per share. 50,000,000 authorized, 9,017,588 and 9,017,588 issued and outstanding at June 30, 2023 and December 31, 2022, respectively, at liquidation preference	225,439		225,439
Series B Preferred shares of beneficial interest, par value $0.01 per share. 7,000,000 authorized, 5,668,128 issued and outstanding at June 30, 2023 (Note 3)	115,212		—
Common shares of beneficial interest, par value $0.01 per share. 250,000,000 authorized, 88,649,794 and 89,842,145 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	886		898
Additional paid-in capital	1,692,741		1,777,984
Distributions in excess of earnings	(445,813)		(396,650)
Accumulated other comprehensive income	36,906		40,530
Total shareholders' equity	1,625,371		1,648,201
Noncontrolling interests	759,030		740,813
Total equity	2,384,401		2,389,014
Total liabilities and equity	$	6,161,391	$	6,070,007

See notes to condensed consolidated financial statements.

3

NATIONAL STORAGE AFFILIATES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
REVENUE
Rental revenue	$	199,311	$	184,636	$	393,440	$	359,105
Other property-related revenue	7,613		6,341		14,420		12,507
Management fees and other revenue	8,587		7,913		15,644		14,462
Total revenue	215,511		198,890		423,504		386,074
OPERATING EXPENSES
Property operating expenses	57,094		53,188		113,577		102,546
General and administrative expenses	14,404		14,702		29,225		28,668
Depreciation and amortization	56,705		57,891		112,163		115,963
Other	3,220		525		4,393		995
Total operating expenses	131,423		126,306		259,358		248,172
OTHER (EXPENSE) INCOME
Interest expense	(39,693)		(24,448)		(77,641)		(47,095)
Loss on early extinguishment of debt	—		—		(758)		—
Equity in earnings of unconsolidated real estate ventures	1,861		1,962		3,539		3,456
Acquisition costs	(239)		(682)		(1,083)		(1,235)
Non-operating income (expense)	196		(261)		(402)		(373)
Gain on sale of self storage properties	—		—		—		2,134
Other expense	(37,875)		(23,429)		(76,345)		(43,113)
Income before income taxes	46,213		49,155		87,801		94,789
Income tax expense	(737)		(730)		(1,933)		(1,578)
Net income	45,476		48,425		85,868		93,211
Net income attributable to noncontrolling interests	(16,028)		(23,387)		(27,461)		(42,945)
Net income attributable to National Storage Affiliates Trust	29,448		25,038		58,407		50,266
Distributions to preferred shareholders	(5,119)		(3,382)		(8,799)		(6,661)
Net income attributable to common shareholders	$	24,329	$	21,656	$	49,608	$	43,605
Earnings per share - basic and diluted	$	0.28	$	0.24	$	0.56	$	0.48
Weighted average shares outstanding - basic and diluted	88,312		91,541		88,902		91,433
Dividends declared per common share	$	0.56	$	0.55	$	1.11	$	1.05

See notes to condensed consolidated financial statements.

4

NATIONAL STORAGE AFFILIATES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(dollars in thousands)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	45,476	$	48,425	$	85,868	$	93,211
Other comprehensive income (loss)
Unrealized gain on derivative contracts	28,226		14,556		15,273		53,164
Realized loss on derivative contracts	(1,643)		—		(1,643)		—
Reclassification of other comprehensive (income) loss to interest expense	(9,460)		3,286		(17,221)		8,260
Other comprehensive income (loss)	17,123		17,842		(3,591)		61,424
Comprehensive income	62,599		66,267		82,277		154,635
Comprehensive income attributable to noncontrolling interests	(21,493)		(28,608)		(26,374)		(60,949)
Comprehensive income attributable to National Storage Affiliates Trust	$	41,106	$	37,659	$	55,903	$	93,686

See notes to condensed consolidated financial statements.

5

NATIONAL STORAGE AFFILIATES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(dollars in thousands, except number of shares)

(Unaudited)

											Accumulated
							Additional		Distributions		Other
	Preferred Shares			Common Shares			Paid-in		In Excess Of		Comprehensive		Noncontrolling		Total
	Number	Amount		Number	Amount		Capital		Earnings		(Loss) Income		Interests		Equity
Balances, December 31, 2021	8,736,719	$	218,418	91,198,929	$	912	$	1,866,773	$	(291,263)	$	(19,611)	$	707,226	$	2,482,455
OP equity issued for property acquisitions:
Internalization of PRO, net of offering costs	—	—		—	—		—		—		—		3,217		3,217
OP units, subordinated performance units and Series A-1 preferred units, net of offering costs	—	—		—	—		—		—		—		16,576		16,576
Redemptions of Series A-1 preferred units	8,216	205		—	—		—		—		—		(205)		—
Redemptions of OP units	—	—		258,477	3		4,601		—		(44)		(4,560)		—
Effect of changes in ownership for consolidated entities	—	—		—	—		(40,627)		—		590		40,037		—
Equity-based compensation expense	—	—		—	—		103		—		—		1,441		1,544
Issuance of restricted common shares	—	—		7,913	—		—		—		—		—		—
Vesting and forfeitures of restricted common shares, net	—	—		(3,599)	—		(118)		—		—		—		(118)
Preferred share dividends	—	—		—	—		—		(3,279)		—		—		(3,279)
Common share dividends	—	—		—	—		—		(45,710)		—		—		(45,710)
Distributions to noncontrolling interests	—	—		—	—		—		—		—		(33,009)		(33,009)
Other comprehensive income	—	—		—	—		—		—		30,799		12,783		43,582
Net income	—	—		—	—		—		25,228		—		19,558		44,786
Balances, March 31, 2022	8,744,935	$	218,623	91,461,720	$	915	$	1,830,732	$	(315,024)	$	11,734	$	763,064	$	2,510,044
OP equity issued for property acquisitions:
OP units and subordinated performance units, net of offering costs	—	—		—	—		—		—		—		13,938		13,938
Redemptions of Series A-1 preferred units	272,653	6,816		—	—		—		—		—		(6,816)		—

See notes to condensed consolidated financial statements.

6

NATIONAL STORAGE AFFILIATES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(dollars in thousands, except number of shares)

(Unaudited)

											Accumulated
							Additional		Distributions		Other
	Preferred Shares			Common Shares			Paid-in		In Excess Of		Comprehensive		Noncontrolling		Total
	Number	Amount		Number	Amount		Capital		Earnings		(Loss) Income		Interests		Equity
Redemptions of OP units	—	—		294,573	3		5,140		—		59		(5,202)		—
Effect of changes in ownership for consolidated entities	—	—		—	—		5,924		—		(47)		(5,877)		—
Equity-based compensation expense	—	—		—	—		127		—		—		1,453		1,580
Issuance of restricted common shares	—	—		630	—		—		—		—		—		—
Vesting and forfeitures of restricted common shares, net	—	—		(1,251)	—		(43)		—		—		—		(43)
Preferred share dividends	—	—		—	—		—		(3,382)		—		—		(3,382)
Common share dividends	—	—		—	—		—		(50,466)		—		—		(50,466)
Distributions to noncontrolling interests	—	—		—	—		—		—		—		(36,625)		(36,625)
Other comprehensive income	—	—		—	—		—		—		12,626		5,216		17,842
Net income	—	—		—	—		—		25,038		—		23,387		48,425
Balances, June 30, 2022	9,017,588	$	225,439	91,755,672	$	918	$	1,841,880	$	(343,834)	$	24,372	$	752,538	$	2,501,313

See notes to condensed consolidated financial statements.

7

NATIONAL STORAGE AFFILIATES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(dollars in thousands, except number of shares)

(Unaudited)

											Accumulated
							Additional		Distributions		Other
	Preferred Shares			Common Shares			Paid-in		In Excess Of		Comprehensive		Noncontrolling		Total
	Number	Amount		Number	Amount		Capital		Earnings		(Loss) Income		Interests		Equity
Balances, December 31, 2022	9,017,588	$	225,439	89,842,145	$	898	$	1,777,984	$	(396,650)	$	40,530	$	740,813	$	2,389,014
Issuance of preferred shares	5,668,128	115,212		—	—		(1,938)		—		—		—		113,274
OP equity issued:
Acquisition of properties	—	—		—	—		—		—		—		37,257		37,257
Issuance of Series A-1 preferred units	—	—		—	—		—		—		—		750		750
Redemptions of OP Units	—	—		67,431	1		1,093		—		30		(1,124)		—
Repurchase of common shares	—	—		(1,622,874)	(16)		(69,295)		—		—		—		(69,311)
Effect of changes in ownership for consolidated entities	—	—		—	—		(18,720)		—		(1,245)		19,965		—
Equity-based compensation expense	—	—		—	—		101		—		—		1,548		1,649
Issuance of restricted common shares	—	—		12,417	—		—		—		—		—		—
Vesting and forfeitures of restricted common shares, net	—	—		(2,977)	—		(89)		—		—		—		(89)
Preferred share dividends	—	—		—	—		—		(3,962)		—		—		(3,962)
Common share dividends	—	—		—	—		—		(48,755)		—		—		(48,755)
Distributions to noncontrolling interests	—	—		—	—		—		—		—		(34,431)		(34,431)
Other comprehensive (loss)	—	—		—	—		—		—		(14,162)		(6,552)		(20,714)
Net income	—	—		—	—		—		28,959		—		11,433		40,392
Balances, March 31, 2023	14,685,716	$	340,651	88,296,142	$	883	$	1,689,136	$	(420,408)	$	25,153	$	769,659	$	2,405,074
OP equity issued:
Acquisition of properties	—	—		—	—		—		—		—		5,577		5,577
Redemptions of OP Units	—	—		354,936	3		5,530		—		113		(5,646)		—
Effect of changes in ownership for consolidated entities	—	—		—	—		(1,833)		—		(18)		1,851		—
Equity-based compensation expense	—	—		—	—		125		—		—		1,552		1,677

See notes to condensed consolidated financial statements.

8

NATIONAL STORAGE AFFILIATES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(dollars in thousands, except number of shares)

(Unaudited)

											Accumulated
							Additional		Distributions		Other
	Preferred Shares			Common Shares			Paid-in		In Excess Of		Comprehensive		Noncontrolling		Total
	Number	Amount		Number	Amount		Capital		Earnings		(Loss) Income		Interests		Equity
Issuance of restricted common shares	—	—		439	—		—		—		—		—		—
Vesting and forfeitures of restricted common shares, net	—	—		(1,723)	—		(217)		—		—		—		(217)
Preferred share dividends	—	—		—	—		—		(5,402)		—		—		(5,402)
Common share dividends	—	—		—	—		—		(49,451)		—		—		(49,451)
Distributions to noncontrolling interests	—	—		—	—		—		—		—		(35,456)		(35,456)
Other comprehensive income	—	—		—	—		—		—		11,658		5,465		17,123
Net income	—	—		—	—		—		29,448		—		16,028		45,476
Balances, June 30, 2023	14,685,716	$	340,651	88,649,794	$	886	$	1,692,741	$	(445,813)	$	36,906	$	759,030	$	2,384,401

See notes to condensed consolidated financial statements.

9

NATIONAL STORAGE AFFILIATES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)

	Six Months Ended June 30,
	2023		2022
OPERATING ACTIVITIES
Net income	$	85,868	$	93,211
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	112,163		115,963
Amortization of debt issuance costs	3,235		2,116
Amortization of debt discount and premium, net	(292)		(346)
Other	969		—
Gain on sale of self storage properties	—		(2,134)
Equity-based compensation expense	3,326		3,124
Equity in earnings of unconsolidated real estate ventures	(3,539)		(3,456)
Distributions from unconsolidated real estate ventures	11,921		10,905
Change in assets and liabilities, net of effects of self storage property acquisitions:
Other assets	(2,729)		(282)
Accounts payable and accrued liabilities	5,979		7,133
Deferred revenue	1,284		809
Net Cash Provided by Operating Activities	218,185		227,043
INVESTING ACTIVITIES
Acquisition of self-storage properties	(18,087)		(174,951)
Capital expenditures	(17,933)		(20,333)
Investment in unconsolidated real estate venture	—		(53,335)
Deposits and advances for self storage properties and other acquisitions	—		(1,925)
Expenditures for corporate furniture, equipment and other	(678)		(548)
Acquisition of management company assets and interest in reinsurance company from PRO retirement	(16,924)		—
Proceeds from sale of self storage properties	—		6,166
Net Cash Used In Investing Activities	(53,622)		(244,926)
FINANCING ACTIVITIES
Borrowings under debt financings	449,000		864,000
Repurchase of common shares	(69,311)		—
Principal payments under debt financings	(359,496)		(661,163)
Payment of dividends to common shareholders	(98,206)		(96,176)
Payment of dividends to preferred shareholders	(9,364)		(6,661)
Distributions to noncontrolling interests	(69,969)		(69,841)
Debt issuance costs	(2,095)		(3,763)
Equity offering costs	—		(772)
Net Cash (Used In) Provided By Financing Activities	(159,441)		25,624
Increase in Cash, Cash Equivalents and Restricted Cash	5,122		7,741
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Beginning of period	42,199		27,875
End of period	$	47,321	$	35,616

See notes to condensed consolidated financial statements.

10

NATIONAL STORAGE AFFILIATES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)

Supplemental Cash Flow and Noncash Information
Cash paid for interest	$	64,536	$	44,102
Consideration exchanged in investment activity
Issuance of OP Units and subordinated performance units	42,834		33,731
Issuance of Series B preferred shares	113,274		—
Deposits on acquisitions applied to purchase price	—		800
Other net liabilities assumed	119		973

See notes to condensed consolidated financial statements.

11

NATIONAL STORAGE AFFILIATES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

(Unaudited)

1. ORGANIZATION AND NATURE OF OPERATIONS

National Storage Affiliates Trust was organized in the state of Maryland on May 16, 2013 and is a fully integrated, self-administered and self-managed real estate investment trust focused on the self storage sector. As used herein, "NSA," the "Company," "we," "our," and "us" refers to National Storage Affiliates Trust and its consolidated subsidiaries, except where the context indicates otherwise. The Company has elected and believes that it has qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") commencing with its taxable year ended December 31, 2015.

Through its controlling interest as the sole general partner of NSA OP, LP (its "operating partnership"), a Delaware limited partnership formed on February 13, 2013, the Company is focused on the ownership, operation, and acquisition of self storage properties predominantly located within the top 100 metropolitan statistical areas throughout the United States. Pursuant to the Agreement of Limited Partnership (as amended, the "LP Agreement") of its operating partnership, the Company's operating partnership is authorized to issue preferred units, Class A Units ("OP units"), different series of Class B Units ("subordinated performance units"), and Long-Term Incentive Plan Units ("LTIP units"). The Company also owns certain of its self storage properties through other consolidated limited partnership subsidiaries of its operating partnership, which the Company refers to as "DownREIT partnerships." The DownREIT partnerships issue equity ownership interests that are intended to be economically equivalent to the Company's OP units ("DownREIT OP units") and subordinated performance units ("DownREIT subordinated performance units").

The Company owned 932 consolidated self storage properties in 39 states and Puerto Rico with approximately 59.4 million rentable square feet in approximately 462,000 storage units as of June 30, 2023. These properties are managed with local operational focus and expertise by the Company and its participating regional operators ("PROs"). As of June 30, 2023, the Company directly managed 603 of these self storage properties through its corporate brands of iStorage, SecurCare, Northwest and Move It, and the PROs managed the remaining 329 self storage properties. These PROs are Optivest Properties LLC and its controlled affiliates ("Optivest"), Guardian Storage Centers LLC and its controlled affiliates ("Guardian"), Arizona Mini Storage Management Company d/b/a Storage Solutions and its controlled affiliates ("Storage Solutions"), Hide-Away Storage Services, Inc. and its controlled affiliates ("Hide-Away"), an affiliate of Shader Brothers Corporation d/b/a Personal Mini Storage ("Personal Mini"), Southern Storage Management Systems, Inc. d/b/a Southern Self Storage ("Southern"), affiliates of Investment Real Estate Management, LLC d/b/a Moove In Self Storage of York, Pennsylvania ("Moove In") and Blue Sky Self Storage, LLC, a strategic partnership between Argus Professional Storage Management and GYS Development LLC ("Blue Sky").

Effective January 1, 2023, one of our PROs, Move It Self Storage and its controlled affiliates ("Move It"), retired as one of the Company's PROs. As a result of the retirement, on January 1, 2023, management of our 72 properties in the Move It managed portfolio was transferred to us and the Move It brand name and related intellectual property was internalized by us, and we discontinued payment of any supervisory and administrative fees or reimbursements to Move It. In addition, on January 1, 2023, we issued a notice of non-voluntary conversion to convert all of the subordinated performance units related to Move It's managed portfolio into OP units. As part of the internalization, a majority of Move It's employees were offered and provided employment by us and will continue managing Move It's portfolio of properties as members of our existing property management platform. See Note 3 and Note 6 for additional information related to the Move It retirement and internalization.

As of June 30, 2023, the Company also managed through its property management platform an additional portfolio of 185 properties owned by the Company's unconsolidated real estate ventures. These properties contain approximately 13.5 million rentable square feet, configured in approximately 111,000 storage units and located across 21 states. The Company owns a 25% equity interest in each of its unconsolidated real estate ventures.

As of June 30, 2023, in total, the Company operated and held ownership interests in 1,117 self storage properties located across 42 states and Puerto Rico with approximately 72.8 million rentable square feet in approximately 573,000 storage units.

12

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("GAAP") and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the condensed consolidated financial statements have been included. The Company's results of operations for the quarterly and year to date periods are not necessarily indicative of the results to be expected for the full year or any other future period.

Principles of Consolidation

The Company's financial statements include the accounts of its operating partnership and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities.

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity ("VIE"), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether the general partner controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates all entities that are VIEs and of which the Company is deemed to be the primary beneficiary. The Company has determined that its operating partnership is a VIE. The sole significant asset of National Storage Affiliates Trust is its investment in its operating partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of its operating partnership.

As of June 30, 2023, the Company's operating partnership was the primary beneficiary of, and therefore consolidated, 22 partnerships that are considered VIEs, which owned 48 self storage properties. The net book value of the real estate owned by these VIEs was $409.0 million and $412.9 million as of June 30, 2023 and December 31, 2022, respectively. For certain DownREIT partnerships which are subject to fixed rate mortgages payable, the carrying value of such fixed rate mortgages payable held by these VIEs was $188.7 million and $188.7 million as of June 30, 2023 and December 31, 2022, respectively. The creditors of the consolidated VIEs do not have recourse to the Company's general credit.

Revenue Recognition

Rental revenue

Rental revenue consists of space rentals and related fees. Management has determined that all of the Company's leases are operating leases. Substantially all leases may be terminated on a month-to-month basis and rental income is recognized ratably over the lease term using the straight-line method. Rents received in advance are deferred and recognized on a straight-line basis over the related lease term associated with the prepayment. Promotional discounts and other incentives are recognized as a reduction to rental income over the applicable lease term.

Other property-related revenue

Other property-related revenue primarily consists of ancillary revenues such as tenant insurance and/or tenant warranty protection-related access fees, sales of storage supplies and truck rentals which are recognized in the period earned.

The Company and certain of the Company’s PROs have tenant insurance and/or tenant warranty protection plan-related arrangements with insurance companies and the Company’s tenants. During the three months ended June 30, 2023 and 2022, the Company recognized $6.1 million and $4.9 million, respectively, of tenant insurance and tenant warranty protection plan revenues and during the six months ended June 30, 2023 and 2022, the Company recognized $11.6 million and $9.8 million, respectively, of tenant insurance and tenant warranty protection plan revenues.

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The Company sells boxes, packing supplies, locks, other retail merchandise and rents moving trucks at its properties. During the three months ended June 30, 2023 and 2022, the Company recognized retail sales of $0.7 million and $0.7 million, respectively and during the six months ended June 30, 2023 and 2022, the Company recognized retail sales of $1.3 million and $1.3 million, respectively.

Management fees and other revenue

Management fees and other revenue consist of property management fees, platform fees, call center fees, acquisition fees, amounts related to the facilitation of tenant warranty protection or tenant insurance programs for certain stores in the Company's consolidated portfolio and unconsolidated real estate ventures, access fees associated with tenant insurance-related arrangements, and profit distributions from the Company's interest in a reinsurance company.

With respect to both the 2018 Joint Venture and the 2016 Joint Venture (as each is defined in Note 5), the Company provides supervisory and administrative property management services, centralized call center services, and technology platform and revenue management services to the properties in the unconsolidated real estate ventures. The property management fees are equal to 6% of monthly gross revenues and net sales revenues from the assets of the unconsolidated real estate ventures, and the platform fees are equal to $1,250 per month per unconsolidated real estate venture property. With respect to the 2016 Joint Venture only, the call center fee is equal to 1% of each of monthly gross revenues and net sales revenues from the 2016 Joint Venture properties. During the three months ended June 30, 2023 and 2022, the Company recognized property management fees, call center fees and platform fees of $4.2 million and $4.1 million, respectively and during the six months ended June 30, 2023 and 2022, the Company recognized property management fees, call center fees and platform fees of $8.4 million and $7.9 million, respectively.

The Company also earns acquisition fees for properties acquired by the unconsolidated real estate ventures subsequent to the Initial 2016 JV Portfolio and the Initial 2018 JV Portfolio. These fees are based on a percentage of the gross capitalization of the acquired assets determined by the members of the 2016 Joint Venture and the 2018 Joint Venture, and are generally earned when the unconsolidated real estate ventures obtain title and control of an acquired property. During the three months ended June 30, 2023 and 2022, the Company recognized acquisition fees of $0 and $0.9 million, respectively and during the six months ended June 30, 2023 and 2022, the Company recognized acquisition fees of $0 and $1.1 million, respectively.

The Company provides or makes available tenant insurance or tenant warranty protection programs for tenants at its properties. For certain of the properties in the Company’s consolidated portfolio and unconsolidated real estate ventures, the Company provides such tenant insurance through the Company’s wholly-owned captive insurance company and a separate reinsurance company in which the Company has a partial ownership interest. With respect to properties in both of the Company’s unconsolidated real estate ventures, the Company receives 50% of all proceeds from tenant insurance and tenant warranty protection programs at each unconsolidated real estate venture property in exchange for facilitating the programs at those properties. During the three months ended June 30, 2023 and 2022, the Company recognized $4.3 million and $2.8 million, respectively, of revenue related to these activities and during the six months ended June 30, 2023 and 2022, the Company recognized $7.1 million and $5.2 million, respectively, of revenue related to these activities.

Gain on sale of self storage properties

The Company recognizes gains from disposition of facilities only upon closing in accordance with the guidance on sales of nonfinancial assets. Profit on real estate sold is recognized upon closing when all, or substantially all, of the promised consideration has been received and is nonrefundable and the Company has transferred control of the facilities to the purchaser.

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Investments in Unconsolidated Real Estate Ventures

The Company’s investments in its unconsolidated real estate ventures are recorded under the equity method of accounting in the accompanying condensed consolidated financial statements. Under the equity method, the Company’s investments in unconsolidated real estate ventures are stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings (losses) is recognized based on the Company’s ownership interest in the earnings (losses) of the unconsolidated real estate ventures. The Company follows the "nature of the distribution approach" for classification of distributions from its unconsolidated real estate ventures in its condensed consolidated statements of cash flows. Under this approach, distributions are reported on the basis of the nature of the activity or activities that generated the distributions as either a return on investment, which are classified as operating cash flows, or a return of investment (e.g., proceeds from the unconsolidated real estate ventures' sale of assets) which are reported as investing cash flows.

Noncontrolling Interests

All of the limited partner equity interests ("OP equity") in the operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the operating partnership or its subsidiaries. In the condensed consolidated statements of operations, the Company allocates net income (loss) attributable to noncontrolling interests to arrive at net income (loss) attributable to National Storage Affiliates Trust.

For transactions that result in changes to the Company's ownership interest in its operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the condensed consolidated balance sheets.

Allocation of Net Income (Loss)

The distribution rights and priorities set forth in the operating partnership's LP Agreement differ from what is reflected by the underlying percentage ownership interests of the unitholders. Accordingly, the Company allocates GAAP income (loss) utilizing the hypothetical liquidation at book value ("HLBV") method, in which the Company allocates income or loss based on the change in each unitholders’ claim on the net assets of its operating partnership at period end after adjusting for any distributions or contributions made during such period. The HLBV method is commonly applied to equity investments where cash distribution percentages vary at different points in time and are not directly linked to an equity holder’s ownership percentage.

The HLBV method is a balance sheet-focused approach to income (loss) allocation. A calculation is prepared at each balance sheet date to determine the amount that unitholders would receive if the operating partnership were to liquidate all of its assets (at GAAP net book value) and distribute the resulting proceeds to its creditors and unitholders based on the contractually defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is used to derive each unitholder's share of the income (loss) for the period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership, and net income (loss) attributable to National Storage Affiliates Trust could be more or less net income than actual cash distributions received and more or less income or loss than what may be received in the event of an actual liquidation. Additionally, the HLBV method could result in net income (or net loss) attributable to National Storage Affiliates Trust during a period when the Company reports consolidated net loss (or net income), or net income (or net loss) attributable to National Storage Affiliates Trust in excess of the Company's consolidated net income (or net loss). The computations of basic and diluted earnings (loss) per share may be materially affected by these disproportionate income (loss) allocations, resulting in volatile fluctuations of basic and diluted earnings (loss) per share.

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Other Comprehensive Income (Loss)

The Company has cash flow hedge derivative instruments that are measured at fair value with unrealized gains or losses recognized in other comprehensive income (loss) with a corresponding adjustment to accumulated other comprehensive income (loss) within equity, as discussed further in Note 12. Under the HLBV method of allocating income (loss) discussed above, a calculation is prepared at each balance sheet date by applying the HLBV method including, and excluding, the assets and liabilities resulting from the Company's cash flow hedge derivative instruments to determine comprehensive income (loss) attributable to National Storage Affiliates Trust. As a result of the distribution rights and priorities set forth in the operating partnership's LP Agreement, in any given period, other comprehensive income (loss) may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership and as compared to their respective allocation of net income (loss).

Cash and Cash Equivalents

The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents. From time to time, the Company maintains cash balances in financial institutions in excess of federally insured limits. We mitigate credit risk by placing cash and cash equivalents with major financial institutions. The Company has never experienced a loss that resulted from exceeding federally insured limits.

Restricted Cash

The Company's restricted cash consists of escrowed funds deposited with financial institutions resulting from property sales for which we elected to purchase replacement property in accordance with Section 1031 of the Code, for real estate taxes, insurance and other reserves for capital improvements in accordance with the Company's loan agreements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

3. SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

Shareholders' Equity

At the Market ("ATM") Program

On February 27, 2019, the Company entered into a sales agreement with certain sales agents, pursuant to which the Company may sell from time to time up to an aggregate of $250.0 million of common shares of beneficial interest, $0.01 par value per share of the Company ("common shares") and 6.000% Series A cumulative redeemable Preferred Shares of beneficial interest ("Series A Preferred Shares") in sales deemed to be "at the market" offerings (the "sales agreement"). On May 19, 2021, the Company entered into an amendment to the sales agreement with certain sales agents, whereby the Company increased the aggregate gross sale price under the program to $400.0 million, which included $31.0 million of the remaining available offered shares. The sales agreement contemplates that, in addition to the issuance and sale by the Company of offered shares to or through the sale agents, the Company may enter into separate forward sale agreements with any forward purchaser. Forward sale agreements, if any, will include only the Company's common shares and will not include any Series A Preferred Shares. If the Company enters into a forward sale agreement with any forward purchaser, such forward purchaser will attempt to borrow from third parties and sell, through the related agent, acting as sales agent for such forward purchaser (each, a "forward seller"), offered shares, in an amount equal to the offered shares subject to such forward sale agreement, to hedge such forward purchaser’s exposure under such forward sale agreement. The Company may offer the common shares and Series A Preferred Shares through the agents, as the Company's sales agents, or, as applicable, as forward seller, or directly to the agents or forward sellers, acting as principals, by means of, among others, ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices.

During the six months ended June 30, 2023, the Company did not sell any shares through the ATM program. As of June 30, 2023, the Company had $169.1 million of capacity remaining under its ATM Program.

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Common Share Repurchase Program

On July 11, 2022, the Company approved a share repurchase program authorizing, but not obligating, the repurchase of up to $400.0 million of the Company's common shares of beneficial interest from time to time. The timing, manner, price and amount of any repurchase transactions will be determined by the Company in its discretion and will be subject to share price, availability, trading volume and general market conditions. During the six months ended June 30, 2023 the Company repurchased 1,622,874 common shares for approximately $69.3 million.

Series B Preferred Shares

On March 15, 2023, the Company classified 7,000,000 of the Company's authorized but unissued preferred shares of beneficial interest as 6.000% Series B Cumulative Redeemable Preferred Shares ("Series B Preferred Shares"). The Series B Preferred Shares rank senior to the Company’s common shares of beneficial interest, and on parity with the Company’s 6.000% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (“Series A Preferred Shares”) and any future equity shares that the Company may later authorize or issue and that by their terms are on parity with the Series B Preferred Shares, and junior to any other class of the Company’s shares expressly designated as ranking senior to the Series B Preferred Shares. The Series B Preferred Shares have a per share liquidation preference of $25.00 per share and receive distributions at an annual rate of 6.000%. These distributions are payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on June 30, 2023. The first dividend was a pro rata dividend from and including March 16, 2023, to and including June 30, 2023. Generally, Series B Preferred Shares are not redeemable by the Company prior to September 15, 2043.

On March 16, 2023, the Company issued 5,668,128 Series B Preferred Shares for approximately $139.6 million, to shareholders of an affiliate of Personal Mini, in connection with the acquisition of a portfolio of 15 properties. As part of the acquisition transaction, the Company recorded a $26.1 million promissory note receivable from an affiliate of Personal Mini. Proceeds from the promissory note were used by the affiliate of Personal Mini to acquire $26.1 million of subordinated performance units. The promissory note bears interest at a rate equivalent to the dividends paid on 1,059,683 of the Series B Preferred Shares. As a result of these agreements, in accordance with GAAP, the $26.1 million promissory note receivable, interest income on the note receivable, $26.1 million of Series B Preferred Shares value, and dividends on such Series B Preferred Shares have been offset in the accompanying consolidated balance sheets, statements of operations, and statements of changes in equity, resulting in a net amount presented as proceeds from the issuance of Series B Preferred Shares of $113.3 million.

Noncontrolling Interests

All of the OP equity in the Company's operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the Company's operating partnership. NSA is the general partner of its operating partnership and is authorized to cause its operating partnership to issue additional partner interests, including OP units and subordinated performance units, at such prices and on such other terms as it determines in its sole discretion.

As of June 30, 2023 and December 31, 2022, units reflecting noncontrolling interests consisted of the following:

	June 30, 2023	December 31, 2022
Series A-1 preferred units	745,649	712,208
OP units	38,470,275	35,737,281
Subordinated performance units	7,686,387	8,154,524
LTIP units	814,826	728,890
DownREIT units
DownREIT OP units	2,120,491	1,924,918
DownREIT subordinated performance units	4,133,474	4,337,111
Total	53,971,102	51,594,932

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Series A-1 Preferred Units

The 6.000% Series A-1 Cumulative Redeemable Preferred Units ("Series A-1 preferred units") rank senior to OP units and subordinated performance units in the Company's operating partnership with respect to distributions and liquidation. The Series A-1 preferred units have a stated value of $25.00 per unit and receive distributions at an annual rate of 6.000%. These distributions are cumulative. The Series A-1 preferred units are redeemable at the option of the holder after the first anniversary of the date of issuance, which redemption obligations may be satisfied at the Company’s option in cash in an amount equal to the market value of an equivalent number of the Series A Preferred Shares or the issuance of Series A Preferred Shares on a one-for-one basis, subject to adjustments. The Series A Preferred Shares are redeemable by the Company for a cash redemption price of $25.00 per share, plus accrued but unpaid dividends beginning in October 2022. The increase in Series A-1 preferred units outstanding from December 31, 2022 to June 30, 2023 was due to the issuance of 33,441 Series A-1 preferred units in connection with the termination of a lease and the contribution of the development rights for vacant land owned by the Company at one of the Company’s self storage facilities.

OP Units and DownREIT OP units

OP units in the Company's operating partnership are redeemable for cash or, at the Company's option, exchangeable for the Company's common shares on a one-for-one basis, and DownREIT OP units are redeemable for cash or, at the Company's option, exchangeable for OP units in its operating partnership on a one-for-one basis, subject to certain adjustments in each case. The holders of OP units are generally not entitled to elect redemption until one year after the issuance of the OP units. The holders of DownREIT OP units are generally not entitled to elect redemption until five years after the date of the contributor's initial contribution.

The increase in OP units outstanding from December 31, 2022 to June 30, 2023 was due to (i) 2,545,063 OP units issued upon the non-voluntary conversion of 926,623 subordinated performance units (as discussed further below) in connection with Move It's retirement, (ii) 481,811 OP units issued upon the voluntary conversion of 397,000 subordinated performance units, (iii) the conversion of 128,487 LTIP units into an equivalent number of OP units, partially offset by the redemption of 422,367 OP units for an equal number of common shares.

The increase in DownREIT OP units outstanding from December 31, 2022 to June 30, 2023 was due to 195,573 DownREIT OP units issued upon the voluntary conversion of 203,637 DownREIT subordinated performance units.

Subordinated Performance Units and DownREIT Subordinated Performance Units

Subordinated performance units may also, under certain circumstances, be convertible into OP units which are exchangeable for common shares as described above, and DownREIT subordinated performance units may, under certain circumstances, be exchangeable for subordinated performance units on a one-for-one basis. Subordinated performance units are only convertible into OP units after a two year lock-out period and then generally (i) at the holder’s election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. The holders of DownREIT subordinated performance units are generally not entitled to elect redemption until at least five years after the date of the contributor's initial contribution.

Following such lock-out period, a holder of subordinated performance units in the Company's operating partnership may elect a voluntary conversion one time each year on or prior to December 1st to convert a pre-determined portion of such subordinated performance units into OP units in the Company's operating partnership, with such conversion effective January 1st of the following year, with each subordinated performance unit being converted into the number of OP units determined by dividing the average cash available for distribution, or CAD, per unit on the series of specific subordinated performance units over the one-year period prior to conversion by 110% of the CAD per unit on the OP units determined over the same period. CAD per unit on the series of specific subordinated performance units and OP units is determined by the Company based generally upon the application of the provisions of the LP Agreement applicable to the distributions of operating cash flow and capital transactions proceeds.

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The decrease in subordinated performance units outstanding from December 31, 2022 to June 30, 2023 was due to the conversion of 926,623 subordinated performance units into 2,545,063 OP units in connection with the retirement of Move It, and the voluntary conversion of 397,000 subordinated performance units into 481,811 OP units, partially offset by the issuance of 855,486 subordinated performance units for co-investment by the Company's PROs in connection with the acquisition of self storage properties.

The decrease in DownREIT subordinated performance units outstanding from December 31, 2022 to June 30, 2023 was due to the voluntary conversion of 203,637 DownREIT subordinated performance units into 195,573 DownREIT OP units.

LTIP Units

LTIP units are a special class of partnership interest in the Company's operating partnership that allow the holder to participate in the ordinary and liquidating distributions received by holders of the OP units (subject to the achievement of specified levels of profitability by the Company's operating partnership or the achievement of certain events). LTIP units may also, under certain circumstances, be convertible into OP units on a one-for-one basis, which are then exchangeable for common shares as described above.

The increase in LTIP units outstanding from December 31, 2022 to June 30, 2023 was due to issuance of 214,423 compensatory LTIP units to employees, net of forfeitures, partially offset by the conversion of 128,487 LTIP units into an equivalent number of OP units.

4. SELF STORAGE PROPERTIES

Self storage properties are summarized as follows (dollars in thousands):

	June 30, 2023		December 31, 2022
Land	$	1,147,189	$	1,111,326
Buildings and improvements	5,420,665		5,269,383
Furniture and equipment	11,313		10,863
Total self storage properties	6,579,167		6,391,572
Less accumulated depreciation	(877,707)		(772,661)
Self storage properties, net	$	5,701,460	$	5,618,911

Depreciation expense related to self storage properties amounted to $53.1 million and $47.8 million during the three months ended June 30, 2023 and 2022, respectively and $105.2 million and $94.5 million during the six months ended June 30, 2023 and 2022, respectively.

5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

2018 Joint Venture

As of June 30, 2023, the Company's unconsolidated real estate venture, formed in September 2018 with an affiliate of Heitman America Real Estate REIT LLC (the "2018 Joint Venture"), owned and operated a portfolio of 104 self storage properties containing approximately 7.8 million rentable square feet, configured in approximately 64,000 storage units and located across 17 states.

2016 Joint Venture

As of June 30, 2023, the Company's unconsolidated real estate venture, formed in September 2016 with a state pension fund advised by Heitman Capital Management LLC (the "2016 Joint Venture"), owned and operated a portfolio of 81 properties containing approximately 5.6 million rentable square feet, configured in approximately 47,000 storage units and located across 13 states.

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The following table presents the combined condensed financial position of the Company's unconsolidated real estate ventures as of June 30, 2023 and December 31, 2022 (in thousands):

	June 30, 2023		December 31, 2022
ASSETS
Self storage properties, net	$	1,860,305	$	1,891,203
Other assets	38,464		36,873
Total assets	$	1,898,769	$	1,928,076
LIABILITIES AND EQUITY
Debt financing	$	1,002,762	$	1,002,301
Other liabilities	27,697		23,808
Equity	868,310		901,967
Total liabilities and equity	$	1,898,769	$	1,928,076

The following tables present the combined condensed operating information of the Company's unconsolidated real estate ventures for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three Months Ended June 30,
	2023		2022
Total revenue	$	53,685	$	53,601
Property operating expenses	15,113		14,335
Net operating income	38,572		39,266
Supervisory, administrative and other expenses	(3,561)		(3,540)
Depreciation and amortization	(17,260)		(17,298)
Interest expense	(10,419)		(10,416)
Acquisition and other income (expenses)	45		(233)
Net income	$	7,377	$	7,779

	Six Months Ended June 30,
	2023		2022
Total revenue	$	107,437	$	102,599
Property operating expenses	30,162		28,144
Net operating income	77,275		74,455
Supervisory, administrative and other expenses	(7,090)		(6,742)
Depreciation and amortization	(35,143)		(32,680)
Interest expense	(20,830)		(20,826)
Acquisition and other expenses	(187)		(507)
Net income	$	14,025	$	13,700

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6. ACQUISITIONS AND DISPOSITIONS

Acquisitions

The Company acquired 16 self storage properties and two annexes to existing properties for $174.3 million during the six months ended June 30, 2023. Of these acquisitions, 16 self storage properties and one annex totaling $171.1 million were acquired by the Company from its PROs. The self storage property acquisitions were accounted for as asset acquisitions and accordingly, $1.1 million of transaction costs related to the acquisitions were capitalized as part of the basis of the acquired properties. The Company recognized the estimated fair value of the acquired assets and assumed liabilities on the respective dates of such acquisitions. The Company allocated the total purchase price to the estimated fair value of tangible and intangible assets acquired and liabilities assumed. The Company allocated a portion of the purchase price to identifiable intangible assets consisting of customer in-place leases which were recorded at an estimated value of $3.7 million, resulting in a total value of $170.6 million allocated to real estate.

The following table summarizes the investment in self storage property acquisitions completed by the Company during the six months ended June 30, 2023 (dollars in thousands):

Acquisitions Closed During the Three Months Ended:	Number of Properties	Summary of Investment
		Cash and Acquisition Costs		Value of Equity(1)		Other Liabilities		Total
March 31, 2023	16	$	9,920	$	150,531	$	85	$	160,536
June 30, 2023(2)	—	8,167		5,577		34		13,778
Total	16	$	18,087	$	156,108	$	119	$	174,314

(1)Value of equity represents the fair value of Series B Preferred Shares and subordinated performance units.

(2)During the three months ended June 30, 2023, the Company acquired two annexes to existing properties.

During the six months ended June 30, 2023, in connection with the retirement of Move It as a PRO as discussed in Note 1 and Note 3, the Company acquired Move It's rights to its asset management agreements, the Move It brand, and intellectual property for $4.7 million.

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7. OTHER ASSETS

Other assets consist of the following (dollars in thousands):

	June 30, 2023		December 31, 2022
Customer in-place leases, net of accumulated amortization of $6,561 and $5,004, respectively	$	3,437	$	5,090
Receivables:
Trade, net	13,283		13,120
PROs and other affiliates	6,769		4,175
Receivables from unconsolidated real estate ventures	7,146		5,375
Interest rate swaps	49,006		51,466
Prepaid expenses and other	13,972		26,156
Corporate furniture, equipment and other, net	2,307		1,534
Trade names	8,851		7,442
Management contracts, net of accumulated amortization of $6,083 and $5,398, respectively	14,743		12,113
Tenant reinsurance intangible, net of accumulated amortization of $3,143 and $2,466, respectively	32,922		21,575
Goodwill	8,182		8,182
Total	$	160,618	$	156,228

Amortization expense related to customer in-place leases amounted to $2.8 million and $9.3 million for the three months ended June 30, 2023 and 2022, respectively and $5.3 million and $20.0 million for the six months ended June 30, 2023 and 2022, respectively. Amortization expense related to management contracts amounted to $0.4 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively and $0.7 million and $0.4 million for the six months ended June 30, 2023 and 2022, respectively. Amortization expense related to the tenant reinsurance intangible amounted to $0.4 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively and $0.7 million and $0.5 million for the six months ended June 30, 2023 and 2022, respectively.

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8. DEBT FINANCING

The Company's outstanding debt as of June 30, 2023 and December 31, 2022 is summarized as follows (dollars in thousands):

	Interest Rate(1)		June 30, 2023		December 31, 2022
Credit Facility:
Revolving line of credit	6.45	%	$	550,000	$	496,000
Term loan A	—	%	—		125,000
Term loan B	3.26	%	275,000		250,000
Term loan C	3.21	%	325,000		225,000
Term loan D	2.92	%	275,000		175,000
Term loan E	4.92	%	130,000		125,000
2023 Term loan facility	—	%	—		175,000
2028 Term loan facility	4.62	%	75,000		75,000
April 2029 Term loan facility	4.27	%	100,000		100,000
June 2029 Term loan facility	5.37	%	285,000		285,000
2026 Senior Unsecured Notes	2.16	%	35,000		35,000
2028 Senior Unsecured Notes	5.75	%	120,000		—
2029 Senior Unsecured Notes	3.98	%	100,000		100,000
August 2030 Senior Unsecured Notes	2.99	%	150,000		150,000
November 2030 Senior Unsecured Notes	2.72	%	75,000		75,000
May 2031 Senior Unsecured Notes	3.00	%	90,000		90,000
August 2031 Senior Unsecured Notes	4.08	%	50,000		50,000
November 2031 Senior Unsecured Notes	2.81	%	175,000		175,000
August 2032 Senior Unsecured Notes	3.09	%	100,000		100,000
November 2032 Senior Unsecured Notes	5.06	%	200,000		200,000
May 2033 Senior Unsecured Notes	3.10	%	55,000		55,000
November 2033 Senior Unsecured Notes	2.96	%	125,000		125,000
2036 Senior Unsecured Notes	3.06	%	75,000		75,000
Fixed rate mortgages payable	3.82	%	285,075		299,570
Total principal			3,650,075		3,560,570
Unamortized debt issuance costs and debt premium, net			(10,528)		(9,391)
Total debt			$	3,639,547	$	3,551,179

(1)Represents the effective interest rate as of June 30, 2023. Effective interest rate incorporates the stated rate plus the impact of interest rate cash flow hedges and discount and premium amortization, if applicable. $25.0 million of Tranche B, $25.0 million of Tranche C, and $5.0 million of Tranche E are subject to variable interest rates, which is reflected in the effective interest rate. For the revolving line of credit, the effective interest rate excludes fees for unused borrowings.

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On January 3, 2023, the Company's operating partnership, as borrower, certain of its subsidiaries, as subsidiary guarantors, and the Company entered into a third amended and restated credit agreement with a syndicated group of lenders which expanded the total borrowing capacity of its credit facility by $405.0 million to $1.955 billion with an expansion feature to expand the total borrowing capacity to $2.5 billion. The maturity date of the revolving line of credit (the "Revolver") is now January 2027, while the total borrowing capacity of the Revolver was increased to $950.0 million from $650.0 million. In connection with the credit facility recast, the $125.0 million tranche A term loan facility (the "Term Loan A") due January 2023 was eliminated by the Company, tranche B term loan facility (the "Term Loan B") increased from $250.0 million to $275.0 million, tranche C term loan facility (the "Term Loan C") increased from $225.0 million to $325.0 million, tranche D term loan facility (the "Term Loan D") increased from $175.0 million to $275.0 million, tranche E term loan facility (the "Term Loan E") increased from $125.0 million to $130.0 million, and the Company eliminated the $175.0 million term loan facility due in June 2023. In connection with the credit facility recast, effective January 3, 2023, all of our LIBOR-based interest rate swaps were converted into SOFR-based interest rate swaps.

As of June 30, 2023, the Company had outstanding letters of credit totaling $6.4 million and would have had the capacity to borrow remaining Revolver commitments of $393.6 million while remaining in compliance with the credit facility's financial covenants. At June 30, 2023, the Company was in compliance with all such covenants.

2028 Senior Unsecured Notes

On April 27, 2023, the operating partnership, as issuer, and the Company entered into a Note Purchase Agreement (the "April 2023 Note Purchase Agreement") which provides for the private placement of $120.0 million of 5.61% senior unsecured notes due July 5, 2028 (the "2028 Notes") to certain institutional investors. The 2028 Notes have an effective interest rate of 5.75% after taking into account the effect of interest rate swaps. On April 27, 2023, the operating partnership issued the 2028 Notes.

Future Debt Obligations

Based on existing debt agreements in effect as of June 30, 2023, the scheduled principal and maturity payments for the Company's outstanding borrowings are presented in the table below (in thousands):

Year Ending December 31,	Scheduled Principal and Maturity Payments		Amortization of Premium and Unamortized Debt Issuance Costs		Total
Remainder of 2023	$	62,318	$	(1,546)	$	60,772
2024	296,964		(2,892)		294,072
2025	327,185		(1,840)		325,345
2026	312,322		(1,534)		310,788
2027	637,369		(1,036)		636,333
2028	340,624		(826)		339,798
Thereafter	1,673,293		(854)		1,672,439
	$	3,650,075	$	(10,528)	$	3,639,547

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9. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2023 and 2022 (in thousands, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Earnings per common share - basic and diluted
Numerator
Net income	$	45,476	$	48,425	$	85,868	$	93,211
Net income attributable to noncontrolling interests	(16,028)		(23,387)		(27,461)		(42,945)
Net income attributable to National Storage Affiliates Trust	29,448		25,038		58,407		50,266
Distributions to preferred shareholders	(5,119)		(3,382)		(8,799)		(6,661)
Distributed and undistributed earnings allocated to participating securities	(13)		(14)		(31)		(28)
Net income attributable to common shareholders - basic and diluted	$	24,316	$	21,642	$	49,577	$	43,577
Denominator
Weighted average shares outstanding - basic and diluted	88,312		91,541		88,902		91,433
Earnings per share - basic and diluted	$	0.28	$	0.24	$	0.56	$	0.48

As discussed in Note 2, the Company allocates GAAP income utilizing the HLBV method, in which the Company allocates income or loss based on the change in each unitholders' claim on the net assets of its operating partnership at period end after adjusting for any distributions or contributions made during such period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to National Storage Affiliates Trust and noncontrolling interests, resulting in volatile fluctuations of basic and diluted earnings per share.

Outstanding equity interests of the Company's operating partnership and DownREIT partnerships are considered potential common shares for purposes of calculating diluted earnings per share as the unitholders may, through the exercise of redemption rights, obtain common shares, subject to various restrictions. Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by further adjusting for the dilutive impact using the treasury stock method for unvested LTIP units subject to a service condition outstanding during the period and the if-converted method for any convertible securities outstanding during the period.

Generally, following certain lock-out periods, OP units in the Company's operating partnership are redeemable for cash or, at the Company's option, exchangeable for common shares on a one-for-one basis, subject to certain adjustments and DownREIT OP units are redeemable for cash or, at the Company's option, exchangeable for OP units in its operating partnership on a one-for-one basis, subject to certain adjustments in each case.

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LTIP units may also, under certain circumstances, be convertible into OP units on a one-for-one basis, which are then exchangeable for common shares as described above. Certain LTIP units vested prior to or upon the completion of the Company's initial public offering and certain LTIP units have vested upon the satisfaction of a service or market condition or will vest upon the satisfaction of future service and market conditions. Vested LTIP units and unvested LTIP units that vest based on a service or market condition are allocated income or loss in a similar manner as OP units. Unvested LTIP units subject to a service or market condition are evaluated for dilution using the treasury stock method. For the three and six months ended June 30, 2023, 501,311 unvested LTIP units that vest based on a service or market condition are excluded from the calculation of diluted earnings per share as they are not dilutive to earnings per share. For the three and six months ended June 30, 2023, 252,894 LTIP units that vest upon the future acquisition of properties are excluded from the calculation of diluted earnings per share because the contingency for the units to vest has not been attained as of the end of the reported period.

Subordinated performance units may also, under certain circumstances, be convertible into OP units which are exchangeable for common shares as described above, and DownREIT subordinated performance units may, under certain circumstances, be exchangeable for subordinated performance units on a one-for-one basis. Subordinated performance units are only convertible into OP units, after a two year lock-out period and then generally (i) at the holder’s election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. Although subordinated performance units may only be convertible after a two year lock-out period, the Company assumes a hypothetical conversion of each subordinated performance unit (including each DownREIT subordinated performance unit) into OP units (with subsequently assumed redemption into common shares) for the purposes of calculating diluted weighted average common shares. This hypothetical conversion is calculated using historical financial information, and as a result, is not necessarily indicative of the results of operations, cash flows or financial position of the Company upon expiration of the two-year lock out period on conversions.

For the three months ended June 30, 2023 and 2022, potential common shares totaling 59.8 million and 58.4 million, respectively, related to OP units, DownREIT OP units, subordinated performance units, DownREIT subordinated performance units and vested LTIP units have been excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share. For the six months ended June 30, 2023 and 2022, potential common shares totaling 59.5 million and 58.3 million, respectively, related to OP units, DownREIT OP units, subordinated performance units, DownREIT subordinated performance units and vested LTIP units have been excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share.

Participating securities, which consist of unvested restricted common shares, receive dividends equal to those received by common shares. The effect of participating securities for the periods presented above is calculated using the two-class method of allocating distributed and undistributed earnings.

10. RELATED PARTY TRANSACTIONS

Supervisory and Administrative Fees

For the self storage properties that are managed by the PROs, the Company has entered into asset management agreements with the PROs to provide leasing, operating, supervisory and administrative services. The asset management agreements generally provide for fees ranging from 5% to 6% of gross revenue for the managed self storage properties. During the three months ended June 30, 2023 and 2022, the Company incurred $5.4 million and $5.6 million, respectively, for supervisory and administrative fees to the PROs and during the six months ended June 30, 2023 and 2022, the Company incurred $10.6 million and $10.9 million, respectively, for supervisory and administrative fees to the PROs. Such fees are included in general and administrative expenses in the accompanying condensed consolidated statements of operations.

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Payroll Services

For the self storage properties that are managed by the PROs, the employees responsible for operations are employees of the PROs who charge the Company for the costs associated with the respective employees. For the three months ended June 30, 2023 and 2022, the Company incurred $6.5 million and $7.1 million, respectively, for payroll and related costs reimbursable to these PROs and for the six months ended June 30, 2023 and 2022, the Company incurred $13.1 million and $14.1 million, respectively, for payroll and related costs reimbursable to these PROs. Such costs are included in property operating expenses in the accompanying condensed consolidated statements of operations.

Due Diligence Costs

During the three months ended June 30, 2023 and 2022, the Company incurred $0 and $0.2 million of expenses payable to certain PROs related to self storage property acquisitions sourced by the PROs and during the six months ended June 30, 2023 and 2022, the Company incurred $0 and $0.4 million, respectively, of expenses payable to certain PROs related to self storage property acquisitions sourced by the PROs. These expenses, which are based on the volume of transactions sourced by the PROs, are intended to reimburse the PROs for due diligence costs incurred in the sourcing and underwriting process. These due diligence costs are capitalized as part of the basis of the acquired self storage properties.

PRO Retirement

In connection with the retirement of Move It as a PRO as discussed in Note 1, Note 3, and Note 6, effective as of January 1, 2023, 926,623 Series MI subordinated performance units converted into 2,545,063 OP units as a non-voluntary conversion. Of these, (i) Mr. Nordhagen, our vice chairperson, received 448,047 OP units upon conversion of 163,128 Series MI subordinated performance units and (ii) Mr. Cramer, our president and chief executive officer, received 204,943 OP units upon the conversion of 74,617 Series MI subordinated performance units.

11. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is subject to litigation, claims, and assessments that may arise in the ordinary course of its business activities. Such matters include contractual matters, employment related issues, and regulatory proceedings. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters will not have a material adverse effect on the Company's financial position, results of operations, or liquidity.

12. FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The Company sometimes limits its exposure to interest rate fluctuations by entering into interest rate swap agreements. The interest rate swap agreements moderate the Company's exposure to interest rate risk by effectively converting the interest on variable rate debt to a fixed rate. The Company does not use derivatives for trading or speculative purposes. The Company measures its interest rate swap derivatives at fair value on a recurring basis. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged transaction affects earnings.

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Information regarding the Company's interest rate swaps measured at fair value, which are classified within Level 2 of the GAAP fair value hierarchy, is presented below (dollars in thousands):

				Fair Value
	Number of Contracts	Notional Amount		Other Assets, net		Interest Rate Swap Liabilities
As of June 30, 2023
Interest Rate Swaps	17	$	1,410,000	$	49,006	$	—
As of December 31, 2022
Interest Rate Swaps	19	$	1,410,000	$	51,466	$	(483)

The following table presents the effect of our derivative instruments on our consolidated financial statements (dollars in thousands):

Fair value at December 31, 2021	$	(33,757)
Swap ineffectiveness	2
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss)	8,260
Unrealized gains on interest rate swaps included in accumulated other comprehensive income (loss)	53,169
Fair value at June 30, 2022	$	27,674
Fair value at December 31, 2022	$	50,983
(Gains) and losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss)	(17,250)
Unrealized and realized gains and (losses) on interest rate swaps and forward starting swaps included in accumulated other comprehensive income (loss)	15,273
Fair value at June 30, 2023	$	49,006

As of June 30, 2023 and December 31, 2022, the Company had outstanding interest rate swaps with aggregate current notional amounts of $1,410.0 million and $1,410.0 million, respectively, designated as cash flow hedges. As of June 30, 2023, the Company's swaps had a weighted average remaining term of approximately 3.0 years.

In connection with the issuance of fixed rate unsecured notes in the second quarter of 2023, we entered into $50.0 million of forward starting interest rate swaps on March 16, 2023, and a $25.0 million forward starting interest rate swap on March 24, 2023, locking the interest rate of compounded SOFR at 3.25% through April 5, 2023. These interest rate swaps have been designated as cash flow hedges. The realized loss of $1.6 million of the compounded SOFR swaps are included in unrealized and realized gains (loss) on derivative instruments in comprehensive income (loss) and will be reclassified into interest expense over 10 years, which is the term of anticipated unsecured fixed rate debt including any replacement debt thereof. Amounts reported in accumulated other comprehensive (loss) income will be reclassified into interest expense as interest payments are made on the anticipated debt.

The fair value of these swaps are presented as interest rate swap assets and liabilities in the Company's balance sheets, and the Company recognizes any changes in the fair value as an adjustment of accumulated other comprehensive income (loss) within equity. If the forward rates at June 30, 2023 remain constant, the Company estimates that during the next 12 months, the Company would reclassify into earnings approximately $34.1 million of the unrealized gains and losses included in accumulated other comprehensive income (loss).

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There were no transfers between levels of the three-tier fair value measurement hierarchy during the six months ended June 30, 2023 and 2022. For financial assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including SOFR yield curves. The Company uses valuation techniques for Level 2 financial assets and liabilities which include SOFR yield curves at the reporting date as well as assessing counterparty credit risk. Counterparties to these contracts are highly rated financial institutions. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company's derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the counterparties. As of June 30, 2023, the Company determined that the effect of credit valuation adjustments on the overall valuation of its derivative positions are not significant to the overall valuation of its derivatives. Therefore, the Company has determined that its derivative valuations are appropriately classified in Level 2 of the fair value hierarchy.

Fair Value Disclosures

The carrying values of cash and cash equivalents, restricted cash, trade receivables, and accounts payable and accrued liabilities reflected in the balance sheets at June 30, 2023 and December 31, 2022, approximate fair value due to the short term nature of these financial assets and liabilities. The carrying value of variable rate debt financing reflected in the balance sheets at June 30, 2023 and December 31, 2022 approximates fair value as the changes in their associated interest rates reflect the current market and credit risk is similar to when the loans were originally obtained.

The fair values of fixed rate private placement notes and mortgages were estimated using the discounted estimated future cash payments to be made on such debt; the discount rates used approximated current market rates for loans, or groups of loans, with similar maturities and credit quality (categorized within Level 2 of the fair value hierarchy).

The following table presents the carrying value and estimated fair value of our fixed rate private placement notes and mortgages (dollars in thousands):

	Carrying Value(1)				Fair Value
	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
Liabilities
Private Placement Notes	$	1,350,000	$	1,230,000	$	1,121,077	$	1,014,153
Mortgage Notes	285,075		299,570		270,042		282,758

(1) Carrying value represents the principal balance outstanding

13. SUBSEQUENT EVENTS

Self Storage Property Acquisitions

Subsequent to June 30, 2023, the Company acquired one self storage property for approximately $17.8 million. Consideration for this acquisition included approximately $7.8 million of net cash and OP equity of approximately $9.9 million, consisting primarily of subordinated performance units.

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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

We make forward-looking statements in this report that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words "believe," "expect," "anticipate," "estimate," "plan," "continue," "intend," "should," "may," or similar expressions, we intend to identify forward-looking statements.

The forward-looking statements contained in this report reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions, and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement.

Statements regarding the following subjects, among others, may be forward-looking:

•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;

•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 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 the Company's 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 institutions or transactional parties, that could adversely affect our financial condition or results of operations;

•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);

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•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 NSA OP, LP (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.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known to us. Readers should carefully review our financial statements and the notes thereto, as well as the sections entitled "Business," "Risk Factors," "Properties," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," described in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, and the other documents we file from time to time with the SEC. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

National Storage Affiliates Trust is a fully integrated, self-administered and self-managed real estate investment trust organized in the state of Maryland on May 16, 2013. We have elected and we believe that we have qualified to be taxed as a REIT commencing with our taxable year ended December 31, 2015. We serve as the sole general partner of our operating partnership, a Delaware limited partnership formed on February 13, 2013 to conduct our business, which is focused on the ownership, operation, and acquisition of self storage properties located predominantly within the top 100 metropolitan statistical areas throughout the United States.

Our vice chairperson of the board of trustees and former chief executive officer, Arlen D. Nordhagen, co-founded SecurCare Self Storage, Inc. in 1988 to invest in and manage self storage properties. While growing SecurCare to over 150 self storage properties, Mr. Nordhagen recognized a market opportunity for a differentiated public self storage REIT that would leverage the benefits of national scale by integrating multiple experienced regional self storage operators with local operational focus and expertise. We believe that his vision, which is the foundation of the Company, aligns the interests of our PROs, with those of our public shareholders by allowing our PROs to participate alongside our shareholders in our financial performance and the performance of our PROs' managed portfolios. This structure offers our PROs a unique opportunity to serve as regional property managers for their managed portfolios and directly participate in the potential upside of those properties while simultaneously diversifying their investment to include a broader portfolio of self storage properties. Over time, largely through our unconsolidated real estate ventures and internalization of three of our PROs, SecurCare, Northwest and, Move It, we have developed a full service internally-staffed property management platform to complement our PRO structure.

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Our Structure

Through our property management platform, we direct, manage and control the day-to-day operations and affairs of a majority of our consolidated properties and our unconsolidated real estate ventures. As of June 30, 2023, our property management platform managed and controlled 603 of our consolidated properties and 185 of our unconsolidated real estate venture properties. The properties are managed by us under the brands of iStorage, Move It, Northwest and SecurCare.

We earn certain customary fees for managing and operating the properties in the unconsolidated real estate ventures and we facilitate tenant insurance and/or tenant warranty protection programs for tenants at these properties in exchange for half of all proceeds from such programs.

For the properties that are managed by our PROs, our structure promotes operator accountability as subordinated performance units issued to our PROs in exchange for the contribution of their properties are entitled to distributions only after those properties satisfy minimum performance thresholds. In the event of a material reduction in operating cash flow, distributions on our subordinated performance units will be reduced before or disproportionately to distributions on our common shares held by our common shareholders. In addition, we expect our PROs will generally co-invest subordinated equity in the form of subordinated performance units in each acquisition that they source, and the value of these subordinated performance units will fluctuate with the performance of their managed portfolios. Therefore, our PROs are incentivized to select acquisitions that are expected to exceed minimum performance thresholds, thereby increasing the value of their subordinated equity stake. We expect that our shareholders will benefit from the higher levels of property performance that our PROs are incentivized to deliver.

As of June 30, 2023, the Company had eight PROs: Optivest, Guardian, Storage Solutions, Hide Away, Personal Mini, Southern, Moove In and Blue Sky. We seek to further expand our platform by continuing to recruit additional established self storage operators, while integrating our operations through the implementation of centralized initiatives, including management information systems, revenue enhancement, and cost optimization programs. Our national platform allows us to capture cost savings by eliminating redundancies and utilizing economies of scale across the property management platforms of our PROs while also providing greater access to lower-cost capital.

As discussed in Note 1, one of the Company's PROs, Move It, retired effective January 1, 2023. As a result of the retirement event, management of our properties in the Move It managed portfolio was transferred to the Company and the Move It brand name and related intellectual property was internalized by the Company, and the Company discontinued payment of any supervisory and administrative fees or reimbursements to Move It. As part of the internalization, a majority of Move It's employees were offered and provided employment by the Company and will continue managing Move It's portfolio of properties as members of the Company's existing property management platform.

Our Consolidated Properties

We seek to own properties that are well located in high quality sub-markets with highly accessible street access and attractive supply and demand characteristics, providing our properties with strong and stable cash flows that are less sensitive to the fluctuations of the general economy. Many of these markets have multiple barriers to entry against increased supply, including zoning restrictions against new construction and new construction costs that we believe are higher than our properties' fair market value. We have an attractive, high quality potential acquisition pipeline that we expect will continue to drive our future growth.

As of June 30, 2023, we owned a geographically diversified portfolio of 932 self storage properties, located in 39 states and Puerto Rico, comprising approximately 59.4 million rentable square feet, configured in approximately 462,000 storage units. Of these properties, 317 were acquired by us from our current and former PROs, 614 were acquired from third-party sellers and one was acquired from the 2016 Joint Venture.

During the six months ended June 30, 2023, we acquired 16 self storage properties and two annexes to existing properties for $174.3 million, comprising approximately 960,000 rentable square feet, configured in approximately 8,400 storage units. Of these acquisitions, 16 self storage properties and one annex were acquired from our PROs.

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Our Unconsolidated Real Estate Ventures

We seek to opportunistically partner with institutional funds and other institutional investors to acquire attractive portfolios utilizing a promoted return structure. We believe there is significant opportunity for continued external growth by partnering with institutional investors seeking to deploy capital in the self storage industry. In addition, we consider the 75% third-party interest in the Company's unconsolidated real estate ventures, which currently own 185 properties, to present a potential acquisition opportunity. This 75% third-party share of gross real estate assets is approximately $1.6 billion based on the historical book value of the joint ventures. Were we to pursue an acquisition of these interests, it could potentially drive our future growth.

2018 Joint Venture

As of June 30, 2023, our 2018 Joint Venture, in which we have a 25% interest, owned and operated a portfolio of 104 properties containing approximately 7.8 million rentable square feet, configured in approximately 64,000 storage units and located across 17 states.

2016 Joint Venture

As of June 30, 2023, our 2016 Joint Venture, in which we have a 25% ownership interest, owned and operated a portfolio of 81 properties containing approximately 5.6 million rentable square feet, configured in approximately 47,000 storage units and located across 13 states.

Results of Operations

When reviewing our results of operations it is important to consider the timing of acquisition activity. We acquired 16 self storage properties and two annexes to existing properties during the six months ended June 30, 2023 and 45 self storage properties during the year ended December 31, 2022. As a result of these and other factors, we do not believe that our historical results of operations discussed and analyzed below are comparable or necessarily indicative of our future results of operations or cash flows.

The following discussion and analysis of the results of our operations and financial condition should be read in conjunction with the accompanying condensed consolidated financial statements in Item 1. Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our condensed consolidated financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

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Three Months Ended June 30, 2023 compared to the Three Months Ended June 30, 2022

The following table illustrates the changes in rental revenue, other property-related revenue, management fees and other revenue, property operating expenses, and other expenses for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 (dollars in thousands):

	Three Months Ended June 30,
	2023		2022		Change
Rental revenue	$	199,311	$	184,636	$	14,675
Other property-related revenue	7,613		6,341		1,272
Management fees and other revenue	8,587		7,913		674
Total revenue	215,511		198,890		16,621
Property operating expenses	57,094		53,188		3,906
General and administrative expenses	14,404		14,702		(298)
Depreciation and amortization	56,705		57,891		(1,186)
Other	3,220		525		2,695
Total operating expenses	131,423		126,306		5,117
Other (expense) income
Interest expense	(39,693)		(24,448)		(15,245)
Equity in earnings of unconsolidated real estate ventures	1,861		1,962		(101)
Acquisition costs	(239)		(682)		443
Non-operating income (expense)	196		(261)		457
Other expense, net	(37,875)		(23,429)		(14,446)
Income before income taxes	46,213		49,155		(2,942)
Income tax expense	(737)		(730)		(7)
Net income	45,476		48,425		(2,949)
Net income attributable to noncontrolling interests	(16,028)		(23,387)		7,359
Net income attributable to National Storage Affiliates Trust	29,448		25,038		4,410
Distributions to preferred shareholders	(5,119)		(3,382)		(1,737)
Net income attributable to common shareholders	$	24,329	$	21,656	$	2,673

Total Revenue

Our total revenue increased by $16.6 million, or 8.4%, for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. This increase was primarily attributable to incremental revenue from 41 self storage properties acquired between July 1, 2022 and June 30, 2023 (partially offset by the disposition of one self storage property), and increases in management fees and other revenue from our unconsolidated real estate ventures. Total revenue increased despite a decrease in total portfolio average occupancy from 92.9% for the three months ended June 30, 2022 to 89.0% for the three months ended June 30, 2023. Average occupancy is calculated based on the average of the month-end occupancy immediately preceding the period presented and the month-end occupancies included in the respective period presented.

Rental Revenue

Rental revenue increased by $14.7 million, or 7.9%, for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. The increase in rental revenue was primarily attributable to incremental rental revenue of $9.0 million from 41 self storage properties acquired between July 1, 2022 and June 30, 2023. Annualized total portfolio rental revenues (including fees and net of any discounts and uncollectible customer amounts) divided by average occupied square feet ("average annualized rental revenue per occupied square foot") increased from $14.13, for the three months ended June 30, 2022 to $15.09, or 6.8%, for the three months ended June 30, 2023, driven primarily by increased contractual lease rates for in-place tenants.

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Other Property-Related Revenue

Other property-related revenue represents ancillary income from our self storage properties, such as tenant insurance-related fees and sales of storage supplies. Other property-related revenue increased by $1.3 million, or 20.1%, for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. This increase primarily resulted from an increase in tenant insurance revenue and incremental other property-related revenue of $0.4 million from 41 self storage properties acquired between July 1, 2022 and June 30, 2023.

Management Fees and Other Revenue

Management fees and other revenue, which are primarily related to managing and operating the unconsolidated real estate ventures, were $8.6 million for the three months ended June 30, 2023, compared to $7.9 million for the three months ended June 30, 2022, an increase of $0.7 million. This increase was primarily attributable to changes in our tenant insurance program.

Property Operating Expenses

Property operating expenses were $57.1 million for the three months ended June 30, 2023 compared to $53.2 million for the three months ended June 30, 2022, an increase of $3.9 million, or 7.3%. The increase in property operating expenses primarily attributable to incremental property operating expenses of $2.9 million from 41 self storage properties acquired between July 1, 2022 and June 30, 2023.

General and Administrative Expenses

General and administrative expenses decreased $0.3 million, or 2.0%, for the three months ended June 30, 2023, compared to the three months ended June 30, 2022. This decrease was primarily attributable to decreases in personnel costs.

Depreciation and Amortization

Depreciation and amortization decreased $1.2 million, or 2.0%, for the three months ended June 30, 2023, compared to the three months ended June 30, 2022. This decrease was primarily attributable to amortization expense for customer in-place leases decreasing from $9.3 million for the three months ended June 30, 2022 to $2.8 million for the three months ended June 30, 2023, and partially offset by the incremental depreciation expense related to the 41 self storage properties acquired between July 1, 2022 and June 30, 2023.

Other

Other expenses increased $2.7 million, from $0.5 million for the three months ended June 30, 2022 to $3.2 million for the three months ended June 30, 2023. This increase was primarily attributable to increases in administrative costs relating to our tenant insurance programs and our reserves for casualty-related expenses and losses, each resulting from continued growth in our portfolio.

Interest Expense

Interest expense increased $15.2 million, or 62.4%, for the three months ended June 30, 2023, compared to the three months ended June 30, 2022. The increase in interest expense was primarily attributable to an increase in the effective interest rate under our revolving line of credit of 3.04% as of June 30, 2022, compared to 6.45% as of June 30, 2023, and an increase in overall average borrowings outstanding.

Equity In Earnings Of Unconsolidated Real Estate Ventures

Equity in earnings of unconsolidated real estate ventures represents our share of earnings and losses incurred through our 25% ownership interests in the 2018 Joint Venture and the 2016 Joint Venture. During the three months ended June 30, 2023, we recorded $1.9 million of equity in earnings from our unconsolidated real estate ventures compared to $2.0 million of earnings for the three months ended June 30, 2022.

Net Income Attributable to Noncontrolling Interests

As discussed in Note 2 in Item 1, we allocate GAAP income (loss) utilizing the HLBV method, in which we allocate income or loss based on the change in each unitholders' claim on the net assets of our operating partnership at period end after adjusting for any distributions or contributions made during such period.

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Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to noncontrolling interests. Net income attributable to noncontrolling interests was $16.0 million for the three months ended June 30, 2023, compared to $23.4 million for the three months ended June 30, 2022.

Six Months Ended June 30, 2023 compared to the Six Months Ended June 30, 2022

The following table illustrates the changes in rental revenue, other property-related revenue, management fees and other revenue, property operating expenses, and other expenses for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 (dollars in thousands):

	Six Months Ended June 30,
	2023		2022		Change
Rental revenue	$	393,440	$	359,105	$	34,335
Other property-related revenue	14,420		12,507		1,913
Management fees and other revenue	15,644		14,462		1,182
Total revenue	423,504		386,074		37,430
Property operating expenses	113,577		102,546		11,031
General and administrative expenses	29,225		28,668		557
Depreciation and amortization	112,163		115,963		(3,800)
Other	4,393		995		3,398
Total operating expenses	259,358		248,172		11,186
Other (expense) income
Interest expense	(77,641)		(47,095)		(30,546)
Loss on early extinguishment of debt	(758)		—		(758)
Equity in earnings of unconsolidated real estate ventures	3,539		3,456		83
Acquisition costs	(1,083)		(1,235)		152
Non-operating expense	(402)		(373)		(29)
Gain on sale of self storage properties	—		2,134		(2,134)
Other expense, net	(76,345)		(43,113)		(33,232)
Income before income taxes	87,801		94,789		(6,988)
Income tax expense	(1,933)		(1,578)		(355)
Net income	85,868		93,211		(7,343)
Net income attributable to noncontrolling interests	(27,461)		(42,945)		15,484
Net income attributable to National Storage Affiliates Trust	58,407		50,266		8,141
Distributions to preferred shareholders	(8,799)		(6,661)		(2,138)
Net income attributable to common shareholders	$	49,608	$	43,605	$	6,003

Total Revenue

Our total revenue increased by $37.4 million, or 9.7%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. This increase was primarily attributable to incremental revenue from 41 self storage properties acquired between July 1, 2022 and June 30, 2023 (partially offset by the disposition of one self storage property), and increases in management fees and other revenue from our unconsolidated real estate ventures. Total revenue increased despite a decrease in total portfolio average occupancy from 92.9% for the six months ended June 30, 2022 to 88.8% for the six months ended June 30, 2023. Average occupancy is calculated based on the average of the month-end occupancy immediately preceding the period presented and the month-end occupancies included in the respective period presented.

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Rental Revenue

Rental revenue increased by $34.3 million, or 9.6%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. The increase in rental revenue was primarily attributable to incremental rental revenue of $15.4 million from 41 self storage properties acquired between July 1, 2022 and June 30, 2023. Annualized total portfolio rental revenues (including fees and net of any discounts and uncollectible customer amounts) divided by average occupied square feet ("average annualized rental revenue per occupied square foot") increased from $13.88, for the six months ended June 30, 2022 to $15.03, or 8.3%, for the six months ended June 30, 2023, driven primarily by increased contractual lease rates for in-place tenants.

Other Property-Related Revenue

Other property-related revenue represents ancillary income from our self storage properties, such as tenant insurance-related fees and sales of storage supplies. Other property-related revenue increased by $1.9 million, or 15.3%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. This increase primarily resulted from an increase in tenant insurance revenue and incremental other property-related revenue of $0.6 million from 41 self storage properties acquired between July 1, 2022 and June 30, 2023.

Management Fees and Other Revenue

Management fees and other revenue, which are primarily related to managing and operating the unconsolidated real estate ventures, were $15.6 million for the six months ended June 30, 2023, compared to $14.5 million for the six months ended June 30, 2022, an increase of $1.2 million. This increase was primarily attributable to changes in our tenant insurance program.

Property Operating Expenses

Property operating expenses were $113.6 million for the six months ended June 30, 2023 compared to $102.5 million for the six months ended June 30, 2022, an increase of $11.0 million, or 10.8%. The increase in property operating expenses was primarily attributable to incremental property operating expenses of $4.9 million from 41 self storage properties acquired between July 1, 2022 and June 30, 2023 and increases in property tax and advertising expenses.

General and Administrative Expenses

General and administrative expenses increased $0.6 million, or 1.9%, for the six months ended June 30, 2023, compared to the six months ended June 30, 2022. This increase was primarily attributable to an increase in professional services costs, partially offset by a decrease in personnel costs.

Depreciation and Amortization

Depreciation and amortization decreased $3.8 million, or 3.3%, for the six months ended June 30, 2023, compared to the six months ended June 30, 2022. This decrease was primarily attributable to amortization expense for customer in-place leases decreasing from $20.0 million for the six months ended June 30, 2022 to $5.3 million for the six months ended June 30, 2023, and partially offset by incremental depreciation expense related to the 41 self storage properties acquired between July 1, 2022 and June 30, 2023.

Other

Other expenses increased $3.4 million, from $1.0 million for the six months ended June 30, 2022 to $4.4 million for the six months ended June 30, 2023. This increase was primarily attributable to increases in administrative costs relating to our tenant insurance programs and our reserves for casualty-related expenses and losses, each resulting from continued growth in our portfolio.

Interest Expense

Interest expense increased $30.5 million, or 64.9%, for the six months ended June 30, 2023, compared to the six months ended June 30, 2022. The increase in interest expense was primarily attributable to an increase in the effective interest rate under our revolving line of credit of 3.04% as of June 30, 2022, compared to 6.45% as of June 30, 2023, and an increase in overall average borrowings outstanding.

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Loss on Early Extinguishment of Debt

Loss on early extinguishment of debt was $0.8 million for the six months ended June 30, 2023. During the six months ended June 30, 2022, in connection with an amendment to our credit facility, two of the lenders that were included in the syndicated group of lenders prior to the amendment are no longer participating lenders following the amendment, which constitutes an extinguishment of debt for accounting purposes. Additionally, in connection with the amendment we retired two term loans prior to their contractual maturity. Loss on early extinguishment of debt includes costs incurred related to these extinguishments, and the write off of $0.4 million of unamortized debt issuance costs related to the retired term loans or attributed to the entities no longer included in the lender syndicate.

Equity In Earnings Of Unconsolidated Real Estate Ventures

Equity in earnings of unconsolidated real estate ventures represents our share of earnings and losses incurred through our 25% ownership interests in the 2018 Joint Venture and the 2016 Joint Venture. During the six months ended June 30, 2023, we recorded $3.5 million of equity in earnings from our unconsolidated real estate ventures compared to $3.5 million of earnings for the six months ended June 30, 2022.

Net Income Attributable to Noncontrolling Interests

As discussed in Note 2 in Item 1, we allocate GAAP income (loss) utilizing the HLBV method, in which we allocate income or loss based on the change in each unitholders' claim on the net assets of our operating partnership at period end after adjusting for any distributions or contributions made during such period.

Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to noncontrolling interests. Net income attributable to noncontrolling interests was $27.5 million for the six months ended June 30, 2023, compared to $42.9 million for the six months ended June 30, 2022.

Non-GAAP Financial Measures

FFO and Core FFO

Funds from operations, or FFO, is a widely used performance measure for real estate companies and is provided here as a supplemental measure of our operating performance. The December 2018 Nareit Funds From Operations White Paper - 2018 Restatement, which we refer to as the White Paper, defines FFO as net income (as determined under GAAP), excluding: real estate depreciation and amortization, gains and losses from the sale of certain real estate assets, gains and losses from change in control, mark-to-market changes in value recognized on equity securities, impairment write-downs of certain real estate assets and impairment of investments in entities when it is directly attributable to decreases in the value of depreciable real estate held by the entity and after items to record unconsolidated partnerships and joint ventures on the same basis. Distributions declared on subordinated performance units and DownREIT subordinated performance units represent our allocation of FFO to noncontrolling interests held by subordinated performance unitholders and DownREIT subordinated performance unitholders. For purposes of calculating FFO attributable to common shareholders, OP unitholders, and LTIP unitholders, we exclude distributions declared on subordinated performance units, DownREIT subordinated performance units, preferred shares and preferred units. We define Core FFO as FFO, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our core operating performance. These further adjustments consist of acquisition costs, gains on debt forgiveness, gains (losses) on early extinguishment of debt, casualty-related expenses or losses and adjustments for unconsolidated partnerships and joint ventures.

Management uses FFO and Core FFO as key performance indicators in evaluating the operations of our properties. Given the nature of our business as a real estate owner and operator, we consider FFO and Core FFO as key supplemental measures of our operating performance that are not specifically defined by GAAP. We believe that FFO and Core FFO are useful to management and investors as a starting point in measuring our operational performance because FFO and Core FFO exclude various items included in net income (loss) that do not relate to or are not indicative of our operating performance such as gains (or losses) from sales of self storage properties and depreciation, which can make periodic and peer analyses of operating performance more difficult. Our computation of FFO and Core FFO may not be comparable to FFO reported by other REITs or real estate companies.

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FFO and Core FFO should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues, operating income and net income (loss). FFO and Core FFO do not represent cash generated from operating activities determined in accordance with GAAP and are not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO and Core FFO should be compared with our reported net income (loss) and considered in addition to cash flows computed in accordance with GAAP, as presented in our consolidated financial statements.

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The following table presents a reconciliation of net income to FFO and Core FFO for the three and six months ended June 30, 2023 and 2022 (in thousands, except per share and unit amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	45,476	$	48,425	$	85,868	$	93,211
Add (subtract):
Real estate depreciation and amortization	56,398		57,581		111,551		115,340
Company's share of unconsolidated real estate venture real estate depreciation and amortization	4,315		4,324		8,786		8,170
Gain on sale of self storage properties	—		—		—		(2,134)
Distributions to preferred shareholders and unitholders	(5,402)		(3,652)		(9,365)		(7,204)
FFO attributable to subordinated performance unitholders(1)	(12,309)		(15,746)		(24,096)		(29,595)
FFO attributable to common shareholders, OP unitholders, and LTIP unitholders	88,478		90,932		172,744		177,788
Add (subtract):
Acquisition costs	239		682		1,083		1,235
Casualty-related recoveries(2)	(522)		—		(522)		—
Loss on early extinguishment of debt	—		—		758		—
Core FFO attributable to common shareholders, OP unitholders, and LTIP unitholders	$	88,195	$	91,614	$	174,063	$	179,023
Weighted average shares and units outstanding - FFO and Core FFO:(3)
Weighted average shares outstanding - basic	88,312		91,541		88,902		91,433
Weighted average restricted common shares outstanding	28		28		26		28
Weighted average OP units outstanding	38,755		35,390		38,746		35,370
Weighted average DownREIT OP unit equivalents outstanding	2,120		1,925		2,120		1,925
Weighted average LTIP units outstanding	523		501		537		552
Total weighted average shares and units outstanding - FFO and Core FFO	129,738		129,385		130,331		129,308
FFO per share and unit	$	0.68	$	0.70	$	1.32	$	1.37
Core FFO per share and unit	$	0.68	$	0.71	$	1.34	$	1.38

(1) Amounts represent distributions declared for subordinated performance unitholders and DownREIT subordinated performance unitholders for the periods presented.

(2) Casualty-related recoveries relate to casualty-related expenses incurred in 2022 and are recorded in the line item "Other" within operating expenses in our consolidated statement of operations.

(3) NSA combines OP units and DownREIT OP units with common shares because, after the applicable lock-out periods, OP units in the Company's operating partnership are redeemable for cash or, at NSA's option, exchangeable for common shares on a one-for-one basis and DownREIT OP units are also redeemable for cash or, at NSA's option, exchangeable for OP units in our operating partnership on a one-for-one basis, subject to certain adjustments in each case. Subordinated performance units, DownREIT subordinated performance units, and LTIP units may also, under certain circumstances, be convertible into or exchangeable for common shares (or other units that are convertible into or exchangeable for common shares). See footnote(1) to the following table for additional discussion of subordinated performance units, DownREIT subordinated performance units, and LTIP units in the calculation of FFO and Core FFO per share and unit.

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The following table presents a reconciliation of earnings per share - diluted to FFO and Core FFO per share and unit for the three and six months ended June 30, 2023 and 2022:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Earnings per share - diluted	$	0.28	$	0.24	$	0.56	$	0.48
Impact of the difference in weighted average number of shares(1)	(0.09)		(0.07)		(0.18)		(0.14)
Impact of GAAP accounting for noncontrolling interests, two-class method and treasury stock method(2)	0.12		0.18		0.21		0.33
Add real estate depreciation and amortization	0.43		0.44		0.85		0.89
Add Company's share of unconsolidated venture real estate depreciation and amortization	0.03		0.03		0.06		0.06
Subtract gain on sale of self storage properties	—		—		—		(0.02)
FFO attributable to subordinated performance unitholders	(0.09)		(0.12)		(0.18)		(0.23)
FFO per share and unit	0.68		0.70		1.32		1.37
Add acquisition costs	—		0.01		0.01		0.01
Subtract casualty recoveries	—		—		—		—
Add loss on early extinguishment of debt	—		—		0.01		—
Core FFO per share and unit	$	0.68	$	0.71	$	1.34	$	1.38

(1) Adjustment accounts for the difference between the weighted average number of shares used to calculate diluted earnings per share and the weighted average number of shares used to calculate FFO and Core FFO per share and unit. Diluted earnings per share is calculated using the two-class method for the company's restricted common shares and the treasury stock method for certain unvested LTIP units, and assumes the conversion of vested LTIP units into OP units on a one-for-one basis and the hypothetical conversion of subordinated performance units and DownREIT subordinated performance units into OP units, even though such units may only be convertible into OP units (i) after a lock-out period and (ii) upon certain events or conditions. For additional information about the conversion of subordinated performance units, DownREIT subordinated performance units and LTIP units into OP units, see Note 9 in Item 1. The computation of weighted average shares and units for FFO and Core FFO per share and unit includes all restricted common shares and LTIP units that participate in distributions and excludes all subordinated performance units and DownREIT subordinated performance units because their effect has been accounted for through the allocation of FFO to the related unitholders based on distributions declared.

(2) Represents the effect of adjusting the numerator to consolidated net income (loss) prior to GAAP allocations for noncontrolling interests, after deducting preferred share and unit distributions, and before the application of the two-class method and treasury stock method, as described in footnote(1).

Net Operating Income

Net operating income, or NOI, represents rental revenue plus other property-related revenue less property operating expenses. NOI is not a measure of performance calculated in accordance with GAAP.

We believe NOI is useful to investors in evaluating our operating performance because:

•NOI is one of the primary measures used by our management and our PROs to evaluate the economic productivity of our properties, including our ability to lease our properties, increase pricing and occupancy and control our property operating expenses;

•NOI is widely used in the real estate industry and the self storage industry to measure the performance and value of real estate assets without regard to various items included in net income that do not relate to or are not indicative of operating performance, such as depreciation and amortization, which can vary depending upon accounting methods, the book value of assets, and the impact of our capital structure; and

•We believe NOI helps our investors to meaningfully compare the results of our operating performance from period to period by removing the impact of our capital structure (primarily interest expense on our outstanding indebtedness) and depreciation of the cost basis of our assets from our operating results.

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There are material limitations to using a non-GAAP measure such as NOI, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income (loss). We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with our analysis of net income (loss). NOI should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues and net income (loss).

Three Months Ended June 30, 2023 compared to the Three Months Ended June 30, 2022

As of June 30, 2023, our same store portfolio consisted of 834 self storage properties. Our same store portfolio is defined as those properties owned and operated since the first day of the earliest year presented, excluding any properties sold, expected to be sold or subject to significant changes such as expansions or casualty events which cause the portfolio's year-over-year operating results to no longer be comparable. The following table illustrates the changes in rental revenue, other property-related revenue, and property operating expenses, for the three months ended June 30, 2023 and 2022:

	Three Months Ended June 30,
	2023		2022		Change
Rental revenue
Same store portfolio	$	179,907	$	175,567	$	4,340
Non-same store portfolio	19,404		9,069		10,335
Total rental revenue	199,311		184,636		14,675
Other property-related revenue
Same store portfolio	6,801		5,982		819
Non-same store portfolio	812		359		453
Total other property-related revenue	7,613		6,341		1,272
Property operating expenses
Same store portfolio	50,194		49,477		717
Non-same store portfolio	6,900		3,786		3,114
Prior period comparability adjustment	—		(75)		75
Total property operating expenses	57,094		53,188		3,906
Net operating income
Same store portfolio	136,514		132,072		4,442
Non-same store portfolio	13,316		5,717		7,599
Total net operating income	$	149,830	$	137,789	$	12,041

Rental Revenue

Same store portfolio rental revenues increased $4.3 million, or 2.5%, due to a 7.1% increase, from $14.26 to $15.27, in annualized same store rental revenue (including fees and net of any discounts and uncollectible customer amounts) divided by average occupied square feet for the three months ended June 30, 2023, driven primarily by increased contractual lease rates for in-place tenants partially offset by a decrease in average occupancy from 94.1% for the three months ended June 30, 2022 to 90.0% for the three months ended June 30, 2023.

Other Property-Related Revenue

Same store other property-related revenue increased by $0.8 million, or 13.7%, for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. This increase primarily resulted from an increase in tenant insurance revenue.

Property Operating Expenses

Same store property operating expenses were $50.2 million for the three months ended June 30, 2023 compared to $49.5 million for the three months ended June 30, 2022, an increase of $0.7 million, or 1.4%. The increase in same store property operating expenses was a result of increases in marketing and insurance expenses during the three months ended June 30, 2023.

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Six Months Ended June 30, 2023 compared to the Six Months Ended June 30, 2022

As of June 30, 2023, our same store portfolio consisted of 834 self storage properties. Our same store portfolio is defined as those properties owned and operated since the first day of the earliest year presented, excluding any properties sold, expected to be sold or subject to significant changes such as expansions or casualty events which cause the portfolio's year-over-year operating results to no longer be comparable. The following table illustrates the changes in rental revenue, other property-related revenue, and property operating expenses, for the six months ended June 30, 2023 compared to the six months ended June 30, 2022:

	Six Months Ended June 30,
	2023		2022		Change
Rental revenue
Same store portfolio	$	357,574	$	343,614	$	13,960
Non-same store portfolio	35,866		15,491		20,375
Total rental revenue	393,440		359,105		34,335
Other property-related revenue
Same store portfolio	13,049		11,867		1,182
Non-same store portfolio	1,371		640		731
Total other property-related revenue	14,420		12,507		1,913
Property operating expenses
Same store portfolio	100,614		96,018		4,596
Non-same store portfolio	12,963		6,678		6,285
Prior period comparability adjustment	—		(150)		150
Total property operating expenses	113,577		102,546		11,031
Net operating income
Same store portfolio	270,009		259,463		10,546
Non-same store portfolio	24,274		9,603		14,671
Total net operating income	$	294,283	$	269,066	$	25,217

Rental Revenue

Same store portfolio rental revenues increased $14.0 million, or 4.1%, due to a 8.6% increase, from $13.99 to $15.19, in annualized same store rental revenue (including fees and net of any discounts and uncollectible customer amounts) divided by average occupied square feet for the six months ended June 30, 2023, driven primarily by increased contractual lease rates for in-place tenants partially offset by a decrease in average occupancy from 93.9% for the six months ended June 30, 2022 to 89.9% for the six months ended June 30, 2023.

Other Property-Related Revenue

Same store other property-related revenue increased by $1.2 million, or 10.0%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. This increase primarily resulted from an increase in tenant insurance revenue.

Property Operating Expenses

Same store property operating expenses were $100.6 million for the six months ended June 30, 2023 compared to $96.0 million for the six months ended June 30, 2022, an increase of $4.6 million, or 4.8%. The increase in same store property operating expenses was a result of increases in marketing and insurance costs, partially offset by decreases in personnel costs during the six months ended June 30, 2023.

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The following table presents a reconciliation of net income to NOI for the three and six months ended June 30, 2023 and 2022 (dollars in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	45,476	$	48,425	$	85,868	$	93,211
(Subtract) Add:
Management fees and other revenue	(8,587)		(7,913)		(15,644)		(14,462)
General and administrative expenses	14,404		14,702		29,225		28,668
Other	3,220		525		4,393		995
Depreciation and amortization	56,705		57,891		112,163		115,963
Interest expense	39,693		24,448		77,641		47,095
Equity in earnings of unconsolidated real estate ventures	(1,861)		(1,962)		(3,539)		(3,456)
Loss on early extinguishment of debt	—		—		758		—
Acquisition costs	239		682		1,083		1,235
Income tax expense	737		730		1,933		1,578
Gain on sale of self storage properties	—		—		—		(2,134)
Non-operating (income) expense	(196)		261		402		373
Net Operating Income	$	149,830	$	137,789	$	294,283	$	269,066

Our consolidated NOI shown in the table above does not include our proportionate share of NOI for our unconsolidated real estate ventures. For additional information about our 2018 Joint Venture and 2016 Joint Venture see Note 5 to the condensed consolidated financial statements in Item 1.

EBITDA and Adjusted EBITDA

We define EBITDA as net income (loss), as determined under GAAP, plus interest expense, loss on early extinguishment of debt, income taxes, depreciation and amortization expense and the Company's share of unconsolidated real estate venture depreciation and amortization. We define Adjusted EBITDA as EBITDA plus acquisition costs, equity-based compensation expense, losses on sale of properties, impairment of long-lived assets, and casualty-related expenses, minus gains on sale of properties and debt forgiveness, and after adjustments for unconsolidated partnerships and joint ventures. These further adjustments eliminate the impact of items that we do not consider indicative of our core operating performance. In evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

We present EBITDA and Adjusted EBITDA because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. EBITDA and Adjusted EBITDA have limitations as an analytical tool. Some of these limitations are:

•EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements, for capital expenditures, contractual commitments or working capital needs;

•EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;

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•Adjusted EBITDA excludes equity-based compensation expense, which is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period;

•EBITDA and Adjusted EBITDA do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and

•other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with our analysis of net income (loss). EBITDA and Adjusted EBITDA should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues and net income (loss).

The following table presents a reconciliation of net income to EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2023 and 2022 (dollars in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	45,476	$	48,425	$	85,868	$	93,211
Add:
Depreciation and amortization	56,705		57,891		112,163		115,963
Company's share of unconsolidated real estate venture depreciation and amortization	4,315		4,324		8,786		8,170
Interest expense	39,693		24,448		77,641		47,095
Income tax expense	737		730		1,933		1,578
Loss on early extinguishment of debt	—		—		758		—
EBITDA	146,926		135,818		287,149		266,017
Add (subtract):
Acquisition costs	239		682		1,083		1,235
Gain on sale of self storage properties	—		—		—		(2,134)
Casualty-related recoveries	(522)		—		(522)		—
Equity-based compensation expense(1)	1,677		1,580		3,326		3,124
Adjusted EBITDA	$	148,320	$	138,080	$	291,036	$	268,242
(1) Equity-based compensation expense is a non-cash item that is included in general and administrative expenses in our consolidated statements of operations.

Liquidity and Capital Resources

Liquidity Overview

Liquidity is the ability to meet present and future financial obligations. Our primary source of liquidity is cash flow from our operations. Additional sources are proceeds from equity and debt offerings, debt financings including additional borrowing capacity under the credit facility, and expansion options available under the 2028 Term Loan Facility, the June 2029 Term Loan Facility, and our credit facility.

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Our short-term liquidity requirements consist primarily of property operating expenses, property acquisitions, capital expenditures, general and administrative expenses and principal and interest on our outstanding indebtedness. A further short-term liquidity requirement relates to distributions to our common and preferred shareholders and holders of preferred units, OP units, LTIP units, subordinated performance units, DownREIT OP units and DownREIT subordinated performance units. We expect to fund short-term liquidity requirements from our operating cash flow, cash on hand and borrowings under our credit facility.

Our long-term liquidity needs consist primarily of the repayment of debt, property acquisitions, and capital expenditures. We acquire properties through the use of cash, preferred units, OP units and subordinated performance units in our operating partnership or DownREIT partnerships. We expect to meet our long-term liquidity requirements with operating cash flow, cash on hand, secured and unsecured indebtedness, and the issuance of equity and debt securities.

The availability of credit and its related effect on the overall economy may affect our liquidity and future financing activities, both through changes in interest rates and access to financing. During the last year, the Federal Reserve Board has raised interest rates from historically low levels and has signaled an intention to continue to do so until current inflation levels re-align with the Federal Reserve Board's long-term inflation target. Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted, could be affected by various risks and uncertainties. We believe that, as a publicly-traded REIT, we will have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of debt and additional equity securities. However, we cannot assure you that this will be the case.

Cash Flows

At June 30, 2023, we had $44.0 million in cash and cash equivalents and $3.3 million of restricted cash, an increase in cash and cash equivalents of $8.7 million and an decrease in restricted cash of $3.6 million from December 31, 2022. Restricted cash primarily consists of escrowed funds deposited with financial institutions for real estate taxes, insurance, and other reserves for capital improvements in accordance with our loan agreements. The following discussion relates to changes in cash due to operating, investing, and financing activities, which are presented in our condensed consolidated statements of cash flows included in Item 1 of this report.

Operating Activities

Cash provided by our operating activities was $218.2 million for the six months ended June 30, 2023 compared to $227.0 million for the six months ended June 30, 2022, a decrease of $8.9 million. Our operating cash flow decreased primarily due to higher cash payments for interest expense. The decrease in our operating cash flows was partially offset by the 25 self storage properties acquired between July 1, 2022 and December 31, 2022 that generated cash flow for the entire six months ended June 30, 2023, and an additional 16 self storage properties and two annexes to existing properties acquired during the six months ended June 30, 2023.

Investing Activities

Cash used in investing activities was $53.6 million for the six months ended June 30, 2023 compared to $244.9 million for the six months ended June 30, 2022. The primary uses of cash for the six months ended June 30, 2023 were for our acquisition of 16 self storage properties and two annexes to existing properties for cash consideration of $18.1 million, capital expenditures of $17.9 million, our acquisition of management company assets and an interest in a reinsurance company from Move It of $16.9 million, and expenditures for corporate furniture and equipment of $0.7 million.

Capital expenditures totaled $17.9 million and $20.3 million during the six months ended June 30, 2023 and 2022, respectively. We generally fund post-acquisition capital additions from cash provided by operating activities.

We categorize our capital expenditures broadly into three primary categories:

•recurring capital expenditures, which represent the portion of capital expenditures that are deemed to replace the consumed portion of acquired capital assets and extend their useful life;

•value enhancing capital expenditures, which represent the portion of capital expenditures that are made to enhance the revenue and value of an asset from its original purchase condition; and

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•acquisitions capital expenditures, which represent the portion of capital expenditures capitalized during the current period that were identified and underwritten prior to a property's acquisition.

A summary of the capital expenditures for these categories, along with a reconciliation of the total for these categories to the capital expenditures reported in the accompanying condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022, are presented below (dollars in thousands):

	Six Months Ended June 30,
	2023		2022
Recurring capital expenditures	$	7,337	$	4,972
Value enhancing capital expenditures	3,744		5,968
Acquisitions capital expenditures	6,102		8,775
Total capital expenditures	17,183		19,715
Change in accrued capital spending	750		618
Capital expenditures per statement of cash flows	$	17,933	$	20,333

Financing Activities

Cash used in our financing activities was $159.4 million for the six months ended June 30, 2023 compared to $25.6 million in cash provided by financing activities for the six months ended June 30, 2022. Our primary uses of financing cash flows for the six months ended June 30, 2023 were for principal payments on existing debt of $359.5 million (which included $345.0 million of principal repayments under the Revolver, $12.3 million in fixed rate mortgage repayments, and $2.2 million of scheduled fixed rate mortgage principal amortization payments), payments of dividends to common shareholders of $98.2 million, distributions to noncontrolling interests of $70.0 million, common share repurchases of $69.3 million, and distributions to preferred shareholders of $9.4 million. Our sources of financing cash flows for the six months ended June 30, 2023 primarily consisted of $449.0 million of borrowings (which included $329.0 million of borrowings under our Revolver and $120.0 million of senior unsecured notes).

Credit Facility and Term Loan Facilities

On January 3, 2023, we entered into a third amended and restated credit agreement which expands the total borrowing capacity of our credit facility by $405.0 million to $1.955 billion with an expansion option to expand the total borrowing capacity to $2.5 billion. The maturity date of the Revolver is now January 2027 versus the previous maturity date of January 2024, while the total borrowing capacity of the Revolver increased to $950.0 million from $650.0 million. In connection with the credit facility recast the $125.0 million Term Loan A due January 2023 was eliminated by us, Term Loan B increased from $250.0 million to $275.0 million, Term Loan C increased from $225.0 million to $325.0 million, Term Loan D increased from $175.0 million to $275.0 million, and Term Loan E increased from $125.0 million to $130.0 million. The Revolver matures in January 2027; provided that we may elect to extend the maturity to July 2028 by paying an extension fee of 0.0625% of the total borrowing commitment thereunder at the time of extension and meeting other customary conditions with respect to compliance. The Term Loan B matures in July 2024, provided that we have the option to elect to extend the maturity to January 2025, subject to certain conditions being met and payment of an extension fee of 0.0625% of the amount of the Term Loan B, the Term Loan C matures in January 2025, the Term Loan D matures in July 2026 and the Term Loan E matures in March 2027. The Revolver, Term Loan B, Term Loan C, Term Loan D and Term Loan E are not subject to any scheduled reduction or amortization payments prior to maturity.

As of June 30, 2023, $275.0 million was outstanding under the Term Loan B with an effective interest rate of 3.26%, $325.0 million was outstanding under the Term Loan C with an effective interest rate of 3.21%, $275.0 million was outstanding under the Term Loan D with an effective interest rate of 2.92% and $130.0 million was outstanding under the Term Loan E with an effective interest rate of 4.92%. As of June 30, 2023, we would have had the capacity to borrow remaining Revolver commitments of $393.6 million while remaining in compliance with the credit facility's financial covenants.

In connection with the credit facility recast on January 3, 2023, the Company retired the $175.0 million term loan facility due in June 2023.

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We have a 2028 Term Loan Facility that matures in December 2028 and is separate from the credit facility and 2023 Term Loan Facility in an aggregate amount of $75.0 million. As of June 30, 2023 the entire amount was outstanding under the 2028 Term Loan Facility with an effective interest rate of 4.62%. We have an expansion option under the 2028 Term Loan Facility, which, if exercised in full, would provide for total borrowings in an aggregate amount up to $125.0 million.

We have an April 2029 Term Loan Facility that matures in April 2029 and is separate from the credit facility, 2023 Term Loan Facility and 2028 Term Loan Facility in an aggregate amount of $100.0 million. As of June 30, 2023 the entire amount was outstanding under the April 2029 Term Loan Facility with an effective interest rate of 4.27%.

We have a June 2029 Term Loan Facility that matures in June 2029 and is separate from the credit facility, 2023 Term Loan Facility, 2028 Term Loan Facility, and April 2029 Term Loan Facility in an aggregate amount of $285.0 million. As of June 30, 2023 the June 2029 Term Loan Facility had an effective interest rate of 5.37%. We have an expansion option under the June 2029 Term Loan Facility, which, if exercised in full, would provide for total borrowings in an aggregate amount up to $300.0 million.

2029 and August 2031 Senior Unsecured Notes

On August 30, 2019, our operating partnership issued $100.0 million of 3.98% senior unsecured notes due August 30, 2029 and $50.0 million of 4.08% senior unsecured notes due August 30, 2031 in a private placement to certain institutional investors.

August 2030 and 2032 Senior Unsecured Notes

On October 22, 2020, our operating partnership issued $150.0 million of 2.99% senior unsecured notes due August 5, 2030 and $100.0 million of 3.09% senior unsecured notes due August 5, 2032 in a private placement to certain institutional investors.

2026, May 2031 and May 2033 Senior Unsecured Notes

On May 26, 2021, our operating partnership issued $55.0 million of 3.10% senior unsecured notes due May 4, 2033. On July 26, 2021, our operating partnership issued $35.0 million of 2.16% senior unsecured notes due May 4, 2026 and $90.0 million of 3.00% senior unsecured notes due May 4, 2031.

November 2030, November 2031, November 2033, and 2036 Senior Unsecured Notes

On December 14, 2021, our operating partnership issued $75.0 million of 2.72% senior unsecured notes due November 30, 2030, $175.0 million of 2.81% senior unsecured notes due November 30, 2031 and $75.0 million of 3.06% senior unsecured notes due November 30, 2036. On January 28, 2022, our operating partnership issued $125.0 million of 2.96% senior unsecured notes due November 30, 2033.

November 2032 Senior Unsecured Notes

On September 28, 2022, our operating partnership issued $200.0 million of 5.06% senior unsecured notes due November 16, 2032.

2028 Senior Unsecured Notes

On April 27, 2023, our operating partnership issued $120.0 million of 5.61% senior unsecured notes due July 5, 2028 in a private placement to certain institutional investors. The 2028 Notes have an effective interest rate of 5.75% after taking into account the effect of interest rate swaps.

Fixed Rate Mortgage Payable

On July 9, 2021, we entered into an agreement with a single lender for an $88.0 million debt financing secured by eight of our self storage properties. This interest-only loan matures in July 2028 and has a fixed interest rate of 2.77%.

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Equity Transactions

Issuance of Preferred Shares

On March 16, 2023, the Company issued 5,668,128 Series B Preferred Shares for approximately $139.6 million, to shareholders of an affiliate of Personal Mini, in connection with the acquisition of a portfolio of 15 properties. As part of the acquisition transaction, the Company recorded a $26.1 million promissory note receivable from an affiliate of Personal Mini. Proceeds from the promissory note were used by the affiliate of Personal Mini to acquire $26.1 million of subordinated performance units. The promissory note bears interest at a rate equivalent to the dividends paid on 1,059,683 of the Series B Preferred Shares. As a result of these agreements, the $26.1 million promissory note receivable, interest income on the note receivable, $26.1 million of Series B Preferred Shares value, and dividends on such Series B Preferred Shares have been offset, resulting in a net amount presented as proceeds from the issuance of Series B Preferred Shares of $113.3 million.

Issuance of Common Shares

During the six months ended June 30, 2023, after receiving notices of redemption from certain OP unitholders, we elected to issue 422,367 common shares to such holders in exchange for 422,367 OP units in satisfaction of the operating partnership's redemption obligations.

Common Share Repurchases

During the six months ended June 30, 2023, we repurchased 1,622,874 common shares for approximately $69.3 million.

Issuance of OP Equity

In connection with the 16 properties and two annexes to existing properties acquired during the six months ended June 30, 2023, we issued $42.8 million of OP equity (consisting of 855,486 subordinated performance units).

During the six months ended June 30, 2023, we also issued (i) 2,545,063 OP units upon the non-voluntary conversion of 926,623 subordinated performance units in connection with Move It's retirement, (ii) 481,811 OP units upon the conversion of 397,000 subordinated performance units and (iii) 128,487 OP units upon the conversion of an equivalent number of LTIP units.

During the six months ended June 30, 2023, we issued 195,573 DownREIT OP units issued upon the voluntary conversion of 203,637 DownREIT subordinated performance units.

Dividends and Distributions

On May 25, 2023, our board of trustees declared a cash dividend and distribution, respectively, of $0.56 per common share and OP unit to shareholders and OP unitholders of record as of June 15, 2023. On May 25, 2023, our board of trustees also declared cash distributions of $0.375 per Series A Preferred Share, Series B Preferred Share and Series A-1 preferred unit to shareholders and unitholders of record as of June 15, 2023. On June 15, 2023, our board of trustees declared cash distributions of $12.3 million, in aggregate, to subordinated performance unitholders of record as of June 15, 2023. Such dividends and distributions were paid on June 30, 2023.

Cash Distributions from our Operating Partnership

Under the LP Agreement of our operating partnership, to the extent that we, as the general partner of our operating partnership, determine to make distributions to the partners of our operating partnership out of the operating cash flow or capital transaction proceeds generated by a real property portfolio managed by one of our PROs, the holders of the series of subordinated performance units that relate to such portfolio are entitled to share in such distributions. Under the LP Agreement of our operating partnership, operating cash flow with respect to a portfolio of properties managed by one of our PROs is generally an amount determined by us, as general partner of our operating partnership, equal to the excess of property revenues over property related expenses from that portfolio. In general, property revenue from the portfolio includes:

(i)all receipts, including rents and other operating revenues;

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

(iii)amounts released from previously set aside reserves; and

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

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In general, property-related expenses include all direct expenses related to the operation of the properties in that portfolio, including real property taxes, insurance, property-level general and administrative expenses, employee costs, utilities, property marketing expense, property maintenance and property reserves and other expenses incurred at the property level. In addition, other expenses incurred by our operating partnership will also be allocated by us, as general partner, to the property portfolio and will be included in the property-related expenses of that portfolio. Examples of such other expenses include:

(i)corporate-level general and administrative expenses;

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

(iii)the costs and expenses of organizing and operating our operating partnership;

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

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

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

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

To the extent that we, as the general partner of our operating partnership, determine to make distributions to the partners of our operating partnership out of the operating cash flow of a real property portfolio managed by one of our PROs, operating cash flow from a property portfolio is required to be allocated to OP unitholders and to the holders of series of subordinated performance units that relate to such property portfolio as follows:

First, an amount is allocated to OP unitholders in order to provide OP unitholders (together with any prior allocations of capital transaction proceeds) with a cumulative preferred allocation on the unreturned capital contributions attributed to the OP units in respect of such property portfolio. The preferred allocation for all of our existing portfolios is 6%. As of June 30, 2023, our operating partnership had an aggregate of $3,013.7 million of unreturned capital contributions with respect to common shareholders and OP unitholders, with respect to the various property portfolios.

Second, an amount is allocated to the holders of the series of subordinated performance units relating to such property portfolio in order to provide such holders with an allocation (together with prior distributions of capital transaction proceeds) on their unreturned capital contributions. Although the subordinated allocation for the subordinated performance units is non-cumulative from period to period, if the operating cash flow from a property portfolio related to a series of subordinated performance units is sufficient, in the judgment of the general partner (with the approval of a majority of our independent trustees), to fund distributions to the holders of such series of subordinated performance units, but we, as the general partner of our operating partnership, decline to make distributions to such holders, the amount available but not paid as distributions will be added to the subordinated allocation corresponding to such series of subordinated performance units. The subordinated allocation for the outstanding subordinated performance units is 6%. As of June 30, 2023, an aggregate of $198.1 million of unreturned capital contributions has been allocated to the various series of subordinated performance units.

Thereafter, any additional operating cash flow is allocated to OP unitholders and the applicable series of subordinated performance units equally.

Following the allocation described above, we as the general partner of our operating partnership, will generally cause our operating partnership to distribute the amounts allocated to the relevant series of subordinated performance units to the holders of such series of subordinated performance units. We, as the general partner, may cause our operating partnership to distribute the amounts allocated to OP unitholders or may cause our operating partnership to retain such amounts to be used by our operating partnership for any purpose. Any operating cash flow that is attributable to amounts retained by our operating partnership pursuant to the preceding sentence will generally be available to be allocated as an additional capital contribution to the various property portfolios.

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The foregoing description of the allocation of operating cash flow between the OP unitholders and subordinated performance unitholders is used for purposes of determining distributions to holders of subordinated performance units but does not necessarily represent the operating cash flow that will be distributed to OP unitholders (or paid as dividends to holders of our common shares). Any distribution of operating cash flow allocated to the OP unitholders will be made at our discretion (and paid as dividends to holders of our common shares at the discretion of our board of trustees).

Under the LP Agreement of our operating partnership, capital transactions are transactions that are outside the ordinary course of our operating partnership's business, involve the sale, exchange, other disposition, or refinancing of any property, and are designated as capital transactions by us, as the general partner. To the extent the general partner determines to distribute capital transaction proceeds, the proceeds from capital transactions involving a particular property portfolio are required to be allocated to OP unitholders and to the series of subordinated performance units that relate to such property portfolio as follows:

First, an amount determined by us, as the general partner, of such capital transaction proceeds is allocated to OP unitholders in order to provide OP unitholders (together with any prior allocations of operating cash flow) with a cumulative preferred allocation on the unreturned capital contributions attributed to the OP unitholders in respect of such property portfolio that relate to such capital transaction plus an additional amount equal to such unreturned capital contributions.

Second, an amount determined by us, as the general partner, is allocated to the holders of the series of subordinated performance units relating to such property portfolio in order to provide such holders with a non-cumulative subordinated allocation on the unreturned capital contributions made by such holders in respect of such property portfolio that relate to such capital transaction plus an additional amount equal to such unreturned capital contributions.

The preferred allocation and subordinated allocation with respect to capital transaction proceeds for each portfolio is equal to the preferred allocation and subordinated allocation for distributions of operating cash flow with respect to that portfolio.

Thereafter, any additional capital transaction proceeds are allocated to OP unitholders and the applicable series of subordinated performance units equally.

Following the allocation described above, we, as the general partner of our operating partnership, will generally cause our operating partnership to distribute the amounts allocated to the relevant series of subordinated performance units to the holders of such series of subordinated performance units. We, as general partner of our operating partnership, may cause our operating partnership to distribute the amounts allocated to the OP unitholders or may cause our operating partnership to retain such amounts to be used by our operating partnership for any purpose. Any capital transaction proceeds that are attributable to amounts retained by our operating partnership pursuant to the preceding sentence will generally be available to be allocated as an additional capital contribution to the various property portfolios.

The foregoing allocation of capital transaction proceeds between the OP unitholders and subordinated performance unitholders is used for purposes of determining distributions to holders of subordinated performance units but does not necessarily represent the capital transaction proceeds that will be distributed to OP unitholders (or paid as dividends to holders of our common shares). Any distribution of capital transaction proceeds allocated to the OP unitholders will be made at our discretion (and paid as dividends to holders of our common shares at the discretion of our board of trustees).

Allocation of Capital Contributions

We, as the general partner of our operating partnership, in our discretion, have the right to increase or decrease, as appropriate, the amount of capital contributions allocated to our operating partnership in general and to each series of subordinated performance units to reflect capital expenditures made by our operating partnership in respect of each portfolio, the sale or refinancing of all or a portion of the properties comprising the portfolio, the distribution of capital transaction proceeds by our operating partnership, the retention by our operating partnership of cash for working capital purposes and other events impacting the amount of capital contributions allocated to the holders. In addition, to avoid conflicts of interests, any decision by us to increase or decrease allocations of capital contributions must also be approved by a majority of our independent trustees.

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Off-Balance Sheet Arrangements

Except as disclosed in the notes to our financial statements, as of June 30, 2023, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purposes entities, which typically are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, except as disclosed in the notes to our financial statements, as of June 30, 2023, we have not guaranteed any obligations of unconsolidated entities, nor made any commitments to provide funding to any such entities, that creates any material exposure to any financing, liquidity, market or credit risk.

Seasonality

The self storage business is subject to minor seasonal fluctuations. A greater portion of revenues and profits are generally realized from May through September. Historically, our highest level of occupancy has typically been in July, while our lowest level of occupancy has typically been in February. Results for any quarter may not be indicative of the results that may be achieved for the full fiscal year.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk refers to the risk of loss from adverse changes in market prices and interest rates. Our future income, cash flows, and fair values of financial instruments are dependent upon prevailing market interest rates. The primary market risk to which we believe we are exposed is interest rate risk. Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. We use interest rate swaps to moderate our exposure to interest rate risk by effectively converting the interest on variable rate debt to a fixed rate. We make limited use of other derivative financial instruments and we do not use them for trading or other speculative purposes.

As of June 30, 2023, we had $605.0 million of debt subject to variable interest rates (excluding variable-rate debt subject to interest rate swaps). If our reference rates (currently one-month SOFR) were to increase or decrease by 100 basis points, the increase or decrease in interest expense on the variable-rate debt (excluding variable-rate debt subject to interest rate swaps) would decrease or increase future earnings and cash flows by approximately $6.1 million annually.

Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.

ITEM 4. Controls and Procedures

Disclosure Controls and Procedures

The Company's management, with the participation of the Company's chief executive officer and chief financial officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the chief executive officer and chief financial officer concluded that the Company's disclosure controls and procedures, as of the end of the period covered by this report, are effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

We are not currently subject to any legal proceedings that we consider to be material.

ITEM 1A. Risk Factors

For a discussion of our potential risks and uncertainties, see the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC under the heading Item 1A. "Risk Factors" beginning on page 17, which is accessible on the SEC's website at www.sec.gov.

With the exception of the risk factor set forth below, which updates and supplements the risk factors disclosed in our 2022 Form 10-K, there have been no material changes to the risk factors disclosed in our 2022 Form 10-K.

Adverse developments affecting the financial services industry, whether actual or perceived, such as events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional parties, could adversely affect our financial condition or our results of operations.

We maintain our cash assets at commercial banks in the United States in amounts in excess of the Federal Deposit Insurance Corporation insurance limit of $250,000 and have entered into or may in the future enter into credit agreements, letters of credit and other financial instruments with one or more lenders or other counterparties. In the event any bank at which we maintain our deposits or any lender or such other counterparty fails, is or was to be placed into receivership or suffers or is perceived to be in similar economic distress, we may be unable to access our cash assets or funds at such institutions, which could adversely affect our financial condition and our results of operations. In addition, if any of our customers, tenants, suppliers or other parties with whom we conduct business are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution, such parties' ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected.

To the extent such adverse developments adversely affect our business and financial results, they may also have the effect of heightening many of the other risks described in the Risk Factors section in the Annual Report, such as those relating to economic or other conditions in the markets in which we do business, changes in interest rates, our ability to obtain debt financing, our dependence on external sources of capital and our ability to pay dividends.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

During the three months ended June 30, 2023, the Company, in its capacity as general partner of its operating partnership, caused the operating partnership to issue 354,936 common shares to satisfy redemption requests from certain limited partners.

On May 16, 2023, the operating partnership issued 153,840 subordinated performance units to an affiliate of Guardian, one of the Company's existing PROs, as partial consideration for the acquisition of a self storage property.

On July 18, 2023, the operating partnership issued 18,895 OP units to unrelated third parties and 269,364 subordinated performance units to an affiliate of Guardian, one of the Company's existing PROs, as partial consideration for the acquisition of a self storage property.

Following a specified lock up period after the date of issuance set forth above, the OP units issued by the operating partnership may be redeemed from time to time by holders for a cash amount per OP unit equal to the market value of an equivalent number of common shares. 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 OP unit tendered for redemption.

The Company has elected to report early the private placement of its common shares that may occur if the Company elects to assume the redemption obligation of the operating partnership as described above in the event that OP units are in the future tendered for redemption.

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Following a two-year lock-up period, holders of subordinated performance units may elect, only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate, to convert all or a portion of such subordinated performance units into OP units one time each year by submitting a completed conversion notice prior to December 1 of such year. All duly submitted conversion notices will become effective on the immediately following January 1. For additional information about the conversion or exchange of subordinated performance units into OP units, see Note 9 in Item 1 of this report.

As of August 7, 2023, other than those OP units held by the Company, after reflecting the transactions described herein, 40,836,318 OP units of its operating partnership were outstanding (including 814,826 outstanding LTIP units in the operating partnership and 2,120,491 outstanding OP units ("DownREIT OP units") in certain consolidated subsidiaries of the operating partnership, which are convertible into, or exchangeable for, OP units on a one-for-basis, subject to certain conditions) and 12,089,225 subordinated performance units (including 4,133,474 subordinated performance units in certain subsidiaries of the operating partnership ("DownREIT subordinated performance units")).

These issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

On July 11, 2022, the Company approved a share repurchase program authorizing the repurchase of up to $400.0 million of the Company's common shares. During the three months ended June 30, 2023 the Company did not repurchase any of its common shares pursuant to the program. During the three months ended June 30, 2023, certain of our employees surrendered common shares owned by them to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted shares issued to them. The table below summarizes all of our repurchases of common shares during three months ended June 30, 2023:

Period	Total number of shares purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs
April 1 - April 30, 2023	—	$	—	—	$	240,819,102
May 1 - May 31, 2023	—	—		—	240,819,102
June 1 - June 30, 2023	1,257(1)	36.58		—	240,819,102
Total/Weighted Average	1,257	$	36.58	—	$	240,819,102

(1) The number of shares purchased represents restricted common shares surrendered by certain of our employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted common shares issued to them. The price paid per share is based on the closing price of our common shares as of June 9, 2023, the date prior to the date of withholding.

Use of Proceeds

Not applicable.

ITEM 3. Defaults Upon Senior Securities

Not applicable.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

Not applicable.

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ITEM 6. Exhibits
The following exhibits are filed with this report:
Exhibit Number	Exhibit Description
3.1	Articles of Amendment and Restatement of National Storage Affiliates Trust (Exhibit 3.1 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
3.2	Second Amended and Restated Bylaws of National Storage Affiliates Trust (Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on April 3, 2018, is incorporated herein by this reference)
3.3	Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 3.3 to the Form 8-A, filed with the SEC on October 10, 2017, is incorporated herein by this reference)
3.4	Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 3.4 to the Form S-3ASR, filed with the SEC on March 14, 2018, is incorporated herein by this reference)
3.5	Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 3.5 to the Quarterly Report on Form 10-Q, filed with the SEC on May 3, 2019, is incorporated herein by this reference)
3.6	Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 19, 2021, is incorporated herein by this reference)
3.7	Articles Supplementary designating the Series B Preferred Shares of National Storage Affiliates Trust (Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on March 23, 2023, is incorporated herein by this reference)
4.1	Specimen Common Share Certificate of National Storage Affiliates Trust (Exhibit 4.1 to the Registration Statement on Form S-11/A filed with the SEC on April 20, 2015, is incorporated herein by reference)
4.2	Form of Specimen Certificate of Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 4.1 to the Registration Statement on Form 8-A filed with the SEC on October 10, 2017, is incorporated herein by this reference)
4.3	Description of Common Shares of Beneficial Interest and 6.000% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (Exhibit 4.3 to the Annual Report on Form 10-K, filed with the SEC on February 26, 2020, is incorporated herein by this reference)
10.1	Employment Agreement dated as of May 31, 2023 by and between National Storage Affiliates Trust and William S. Cowan, Jr.
10.2	Amended and Restated Employment Agreement dated as of April 1, 2023 by and between National Storage Affiliates Trust and Arlen D. Nordhagen (Exhibit 10.3 to the Quarterly Report on Form 10-Q, filed with the SEC on May 2, 2023, is incorporated herein by this reference)
10.3	Amended and Restated Employment Agreement dated as of April 1, 2023 by and between National Storage Affiliates Trust and Tamara D. Fischer (Exhibit 10.4 to the Quarterly Report on Form 10-Q, filed with the SEC on May 2, 2023, is incorporated herein by this reference)
10.4	Amended and Restated Employment Agreement dated as of April 1, 2023 by and between National Storage Affiliates Trust and David Cramer (Exhibit 10.5 to the Quarterly Report on Form 10-Q, filed with the SEC on May 2, 2023, is incorporated herein by this reference)
10.5	Amended and Restated Employment Agreement dated as of April 1, 2023 by and between National Storage Affiliates Trust and Brandon S. Togashi (Exhibit 10.6 to the Quarterly Report on Form 10-Q, filed with the SEC on May 2, 2023, is incorporated herein by this reference)
10.6	Employment Agreement dated as of April 1, 2023 by and between National Storage Affiliates Trust and Derek Bergeon (Exhibit 10.8 to the Quarterly Report on Form 10-Q, filed with the SEC on May 2, 2023, is incorporated herein by this reference)
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

55

31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase
104*	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*	Filed herewith.
**	Furnished herewith.

56

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	National Storage Affiliates Trust
By:	/s/ DAVID G. CRAMER
	David G. Cramer
	president and chief executive officer
	(principal executive officer)
By:	/s/ BRANDON S. TOGASHI
	Brandon S. Togashi
	chief financial officer
	(principal accounting and financial officer)

Date: August 8, 2023

57

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is dated as of May 31, 2023 (the "Commencement Date"), by and between National Storage Affiliates Trust, a Maryland real estate investment trust (the "Company"), and William S. Cowan, Jr., residing at the address set forth in the Company's records (the "Executive").

WHEREAS, the Company wishes to appoint the Executive to serve as Executive Vice President and Chief Strategy Officer, and the Executive wishes to accept such offer on the terms set forth below, to be effective as of the Commencement Date.

NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.    TERM

The Company hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the Commencement Date of this Agreement and continuing for a three (3) year period (the "Initial Term"), unless sooner terminated in accordance with the provisions of Section 4 or 5; with such employment to automatically continue following the Initial Term for additional successive one (1) year periods (each, a "Subsequent Term") in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to continue such employment at least ninety (90) days prior to the expiration of the Initial Term or any Subsequent Term, as applicable (the Initial Term, together with all Subsequent Terms hereunder, shall hereinafter be referred to as the "Term").

2.    DUTIES

2.1    During the Term, the Executive shall be employed by the Company as Executive Vice President and Chief Strategy Officer, and, as such, the Executive shall have such responsibilities and authority as are customary for an executive vice president and chief strategy officer of a company of similar size and nature as the Company and shall faithfully perform for the Company the duties of each such office and shall report directly to the Chief Executive Officer of the Company.

2.2    The Executive shall devote substantially all of the Executive's business time and effort to the performance of the Executive's duties hereunder; provided, however, that, subject to the approval of the board of directors of the Company (the "Board"), the Executive may serve on the boards of directors or trustees of any business corporations or charitable organizations and such service shall not be a violation of this Agreement, provided that such other activities do not materially interfere with the performance of the Executive's duties hereunder.

3.    COMPENSATION

3.1    Salary

(a)    The Company shall pay the Executive during the Term a salary at the minimum rate of $525,000 per annum, in accordance with the customary payroll practices of the Company applicable to senior executives from time to time.

(b)    The Compensation, Nominating and Corporate Governance Committee of the Board (the "Compensation Committee") shall review the Executive's Annual Salary in good faith on an annual basis and may

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provide for increases therein as it may in its sole discretion deem appropriate (such annual salary, as increased, the "Annual Salary").

(c)    Once increased, the Annual Salary shall not thereafter be decreased unless base salaries are being reduced for all similarly situated executives of the Company.

3.2    Bonus

(a)    During the Term, the Executive shall be eligible to participate in any annual incentive or bonus plan or plans maintained by the Company for senior management executives of the Company generally, in accordance with the terms, conditions and provisions of each such plan as the same may be adopted, changed, amended or terminated, from time to time in the discretion of the Compensation Committee.

(b)    The Executive shall be eligible to earn a target bonus (the"Annual Bonus") pursuant to a program as established by the Compensation Committee and subject to the achievement of performance goals determined by the Compensation Committee.

3.3    Benefits – In General

The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, equity incentive plans, long-term incentive programs, 401(k) and other retirement plans, fringe benefit programs and similar benefits that may be available (currently or in the future) to other senior executives of the Company generally, in each case to the extent that the Executive is eligible under the terms of such plans or programs.

3.4    Specific Benefits

Without limiting the generality of Section 3.3, the Executive shall be entitled to paid vacation of not less than the greater of:

(a)    twenty (20) business days per year; or

(b)    the number of paid business vacation days provided to other senior executives of the Company (to be taken at reasonable times in accordance with the Company's policies).

Any accrued vacation not taken during any year may be carried forward to subsequent years; provided, that the Executive may not carry forward more than twenty (20) business days of unused vacation in any one year.

3.5    Expenses

The Company shall promptly pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive's services under this Agreement; provided that the Executive documents such expenses with the properly completed forms as prescribed from time to time by the Company in accordance with the Company's policies, plans and/or programs.

4.    TERMINATION UPON DEATH OR DISABILITY

4.1    If the Executive dies during the Term, the Term shall terminate as of the date of death.

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4.2    If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing the Executive's duties under the Agreement and such disability has disabled the Executive for a cumulative period of one hundred eighty (180) days within any twelve (12) month period (a "Disability"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive.

4.3    Upon the Executive's death or in the event that Executive's employment is terminated due to the Executive's Disability, the Executive or the Executive's estate or beneficiaries, as the case may be, shall be entitled to:

(a)    all accrued but unpaid Annual Salary or Annual Bonus through the date of termination of the Executive's employment;

(b)    any unpaid or unreimbursed expenses incurred in accordance with Section 3.5 hereof;

(c)    any benefits provided under the Company's employee benefit plans upon a termination of employment for such reason, in accordance with the terms contained therein (the payments and benefits referred to in Sections 4.3(a) through 4.3(c) above, collectively, the "Accrued Obligations");

(d)    an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement);

(e)    for a period of twelve (12) months after termination of employment (subject to a reduction to the extent the Executive receives comparable benefits from a subsequent employer) (the "Continuation Period"), such continuing medical benefits for the Executive and/or the Executive's eligible family members under the Company's health plans and programs applicable to senior executives of the Company generally as the Executive would have received under this Agreement (and at such costs to the Executive) in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have affected such benefits) (the "Continuation Benefits");

(f)    any unvested outstanding equity (or equity-based) awards held by the Executive that vest on the basis of performance ("Performance-Based Awards") shall vest based on the terms set forth in the applicable award agreements underlying such Performance-Based Awards; and

(g)    a prorated portion (based on the number of days of employment since the immediately prior January 1st until the date of the Executive's death or Disability, as applicable, over 365) of the unvested outstanding equity (or equity-based) awards held by the Executive that vest on the basis of time ("Time-Based Awards") that would have vested on the next vesting date applicable to such Time-Based Awards shall thereupon vest and become free of restrictions and any remaining unvested Time-Based Awards shall be forfeited.

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4.4    Following the Executive's death or a termination of the Executive's employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

5.    CERTAIN TERMINATIONS OF EMPLOYMENT

5.1    Termination by the Company for Cause; Termination by the Executive without Good Reason

(a)    For purposes of this Agreement, "Cause" shall mean, the Executive's:

(i)    indictment for, conviction of, or plea of nolo contendere to, a felony or any crime involving moral turpitude or fraud (but excluding traffic violations) that is injurious to the business or reputation of the Company;

(ii)    willful failure to perform the Executive's material duties hereunder (other than any such failure resulting from the Executive's incapacity due to injury or physical or mental illness) which failure continues for a period of thirty (30) business days after written demand for corrective action is delivered by the Company specifically identifying the manner in which the Company believes the Executive has not performed the Executive's duties;

(iii)    willful or grossly negligent conduct constituting a financial crime or material unethical business conduct or conduct by the Executive constituting an act of willful misconduct or gross negligence in connection with the performance of the Executive's duties that are injurious to the business, including, without limitation, embezzlement or the misappropriation of funds or property of the Company;

(iv)    failure to adhere to the lawful directions of the Chief Executive Officer of the Company which continues for a period of thirty (30) business days after written demand for corrective action is delivered by the Company;

(v)    engaging in personal misconduct (including but not limited to employee harassment or discrimination, the use or possession at work of any illegal controlled substance) that has caused material harm to the Company or its affiliates; or

(vi)    intentional and material breach of (x) any covenant contained in Section 6 of this Agreement or any other material agreement between the Executive and the Company or (y) the other terms and provisions of this Agreement and, in each case, failure to cure such breach (if curable) within ten (10) days following written notice from the Company specifying such breach;

provided, that the Company shall not be permitted to terminate the Executive for Cause except on written notice given to the Executive at any time within thirty (30) days following the occurrence of any of the events described above (or, if later, the Company's knowledge thereof).

(b)    Notwithstanding anything herein to the contrary, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly

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adopted by the affirmative vote of not less than a majority of the Board at a meeting of the Board called and held for such purposes (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board), finding that in the good faith opinion of the Board after reasonable investigation that the Executive has engaged in acts or omissions constituting Cause.

(c)    Notwithstanding the foregoing, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company.

(d)    The Company may terminate the Executive's employment hereunder for Cause on at least ten (10) days' notice, and the Executive may terminate the Executive's employment on at least thirty (30) days' written notice.

(e)    If the Company terminates the Executive for Cause, or the Executive terminates the Executive's employment and the termination by the Executive is not covered by Section 4 or 5.2, the Executive shall receive the Accrued Obligations in a lump sum payment (subject to Section 7.15 of this Agreement) within thirty (30) days following the Executive's termination of employment, and the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

5.2    Termination by the Company without Cause; Termination by the Executive for Good Reason

(a)    For purposes of this Agreement, "Good Reason" shall mean the following, unless consented to by the Executive:

(i)    any material adverse change in job title or material diminution in the Executive's roles, reporting lines and responsibilities with respect to the Company's overall business, from those set forth in this Agreement or assignment of duties inconsistent with such position;

(ii)    subject to Section 3.1(c), a material reduction in the Executive's Annual Salary or Annual Bonus potential or failure to promptly pay such amounts when due;

(iii)    the Company relocates the Executive's office outside a 30-mile radius of the Executive's primary office giving rise to an additional daily commute of more than 40 additional miles, without the Executive's written consent;

(iv)    a material breach by the Company of this Agreement or any other material agreement between the Executive and the Company; or

(v)    the Company's notice to the Executive of non-renewal of the Initial Term or any Subsequent Term in accordance with Section 1 of this Agreement.

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During the twenty-four (24) month period that begins on a "Change in Control" (as defined in the National Storage Affiliates Trust 2015 Equity Incentive Plan), Good Reason shall also include any change in job title or diminution of roles, reporting lines or responsibilities and any reduction in the Executive's Annual Salary or Annual Bonus potential.

(b)    Notwithstanding the foregoing:

(i)    Good Reason shall not be deemed to exist unless written notice of termination on account thereof is given by the Executive no later than thirty (30) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises (or, if later, the Executive's knowledge thereof); and

(ii)    if there exists (without regard to this Section 5.2(b)(ii)) an event or condition that constitutes Good Reason (pursuant to Section 5.2(a)(i), 5.2(a)(ii) or 5.2(a)(iv)), the Company shall have thirty (30) days from the date written notice of such a termination is given by the Executive to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder.

(c)    The Company may terminate the Executive's employment without Cause at any time for any reason or no reason.

(d)    The Executive may terminate the Executive's employment with the Company at any time for any reason or no reason, and for Good Reason under this Section 5.2.

(e)    If (x) the Company terminates the Executive's employment and the termination is not covered by Section 4 or 5.1 or (y) the Executive terminates the Executive's employment for Good Reason, the Executive shall be entitled to receive:

(i)    in a lump sum payment (subject to Section 7.15 of this Agreement) on the thirtieth (30th) day following the Executive's termination of employment:

(A)    the Accrued Obligations; and

(B)    the amount equal to one (1) times the sum of (x) the Executive's Annual Salary and (y) the amount equal to the greater of (I) the Executive's average Annual Bonus actually received in respect of the two (2) fiscal years (or such fewer number of fiscal years with respect to which the Executive received an Annual Bonus) prior to the year of termination and (II) the Executive's target Annual Bonus for the fiscal year in which such termination of employment occurs;

(ii)    the Continuation Benefits for the Continuation Period; and

(iii)    all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms.

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(f)    No Mitigation/No Offset

(i)    Except as otherwise provided herein, the Company's obligation to pay the Executive the amounts provided and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Executive to the Company or its affiliates.

(ii)    The Company agrees that, if the Executive's employment is terminated during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company.

(g)    Continuation of Benefits

(i)    Notwithstanding Sections 4.3(e) and 5.2(e)(ii), (x) nothing herein shall restrict the ability of the Company to amend or terminate the health and welfare plans and programs referred to in such Sections 4.3(e) and 5.2(e)(ii) from time to time in its sole discretion, provided that any such amendments or termination are made applicable generally on the same terms to all actively employed senior executives of the Company and does not result in a proportionately greater reduction in the rights of or benefits to the Executive compared with any other officers of the Company, but the Company may not reduce benefits already earned and accrued by, but not yet paid to, the Executive and (y) the Company shall in no event be required to provide any benefits otherwise required by such Sections 4.3(e) and 5.2(e)(ii) after such time as the Executive becomes entitled to receive benefits of the same type and at least as favorable to the Executive from another employer or recipient of the Executive's services (such entitlement being determined without regard to any individual waivers or other similar arrangements).

(ii)    Notwithstanding Sections 4.3(e) and 5.2(e)(ii), if at any time the Company determines that its payment of Continuation Benefits on the Executive's behalf would result in a violation of applicable law (including, but not limited to, the Patient Protection and Affordable Care Act, as amended), then in lieu of paying Continuation Benefits pursuant to Section 4.3(e) or 5.2(e)(ii), the Company shall pay the Executive on the last day of each remaining month of the Continuation Period, a fully taxable cash payment equal to the Continuation Benefits for such month, subject to applicable withholdings and deductions.

5.3    Release

(a)    Notwithstanding any other provision of this Agreement, the Company shall not be required to make the payments and provide the benefits provided for under Section 4 (in the event of Disability) or 5.2(e) unless the Executive executes and delivers to the Company a waiver and release substantially in the form attached hereto as Schedule 1 within twenty-one (21) days following the date of the Executive's termination of employment and such waiver and release becomes effective and irrevocable.

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(b)    If the time period to consider and revoke the waiver and release spans two (2) taxable years, then any payment or benefit under Section 4 or 5.2(e) shall not occur until the second taxable year.

6.    COVENANTS OF THE EXECUTIVE

6.1    Covenant Against Competition; Other Covenants

(a)    The Executive acknowledges that:

(i)    the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to own, operate and acquire self-storage properties in the top 100 metropolitan statistical areas throughout the United States (such businesses, and any and all other businesses in which, at the time of the Executive's termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the "Business");

(ii)    the Company is one of the limited number of persons who have developed such a business;

(iii)    the Company's Business is national in scope;

(iv)    the Executive's work for NSA OP, LP ("NSA"), and the Company has given and will continue to give the Executive access to the confidential affairs and proprietary information of the Company;

(v)    the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and

(vi)    the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6.

(b)    Accordingly, the Executive covenants and agrees that by and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive's exposure to the proprietary information of the Company, and without limiting or expanding the terms and conditions set forth in any other agreement between the Company and any of its subsidiaries and the Executive and the Executive's affiliates, the Executive covenants and agrees that, during the period commencing on the date hereof and ending twelve (12) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the "Restricted Period"), the Executive shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity:

(i)    engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business; or

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(ii)    render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company;

provided, however, that, notwithstanding the foregoing, (x) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (I) such securities are listed on any national securities exchange, (II) the Executive is not a controlling person of, or a member of a group which controls, such entity and (III) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity and (y) subject to the approval of the Board, the Executive may serve on the boards of directors or trustees of any business corporations or charitable organizations on which the Executive was serving as of the date of the Executive's termination of employment and such service shall not be a violation of this Agreement.

(c)    For purposes of this Agreement, the "Restricted Territory" shall mean any:

(i)    state in the United States; and

(ii)    foreign country or jurisdiction;

in the case of subsection (i) or (ii), in which the Company (x) is actively conducting the Business during the Term or (y) has initiated a plan adopted by the Board to conduct the Business in the two (2) years following the Term.

(d)    Confidentiality

(i)    During and after the Term, the Executive shall keep secret and retain in strictest confidence, and shall not use for the Executive's benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all non-public confidential matters relating to the Company's Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the "Confidential Company Information"), and shall not disclose such Confidential Company Information to anyone outside of the Company except in the course of the Executive's duties as Executive Vice President and Chief Strategy Officer, or with the Board's express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement or which is independently developed or obtained by the Executive without reliance upon any confidential information of the Company or use of any Company resources.

(ii)    Notwithstanding anything in this agreement to the contrary, the Executive may disclose Confidential Company Information where the Executive is required to do so by law, regulation, court order, subpoena, summons or other valid legal process;

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provided, that the Executive first (x) promptly notifies the Company, (y) uses commercially reasonable efforts to consult with the Company with respect to and in advance of the disclosure thereof and (z) reasonably cooperates with the Company to narrow the scope of the disclosure required to be made, in each case, solely at the Company's expense.

(iii)    Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prohibit or interfere with the Executive (x) exercising protected rights, including rights under the National Labor Relations Act, (y) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or the Securities and Exchange Commission, OSHA or any other federal, state, or local governmental agency or commission (each, a "Government Agency") or (z) reporting possible violations of law to or participating in an investigation by any Government Agency, including providing documents or other information, without notice to the Company.

(iv)    The Executive, however, waives any right to receive any monetary award or benefit resulting from such a charge, report or investigation, except that the Executive may receive and fully retain a monetary award from a government-administered whistle-blower award program.

(v)    The Executive is hereby notified that 18 U.S.C. § 1833(b) states as follows: "An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal." Accordingly, notwithstanding any other provision of this Agreement to the contrary, the Executive has the right to (x) disclose in confidence trade secrets to federal, state and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of the law or (y) disclose trade secrets in a document filed in a lawsuit or other proceeding so long as that filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

(e)    During the Restricted Period, the Executive shall not:

(i)    without the Company's prior written consent, directly or indirectly, solicit or encourage to leave the employment or other service of the Company or any of its subsidiaries, any person or entity who is or was during the six (6) month period preceding the Executive's termination of employment, an employee, agent or independent contractor of the Company or any of its subsidiaries; and

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(ii)    whether for the Executive's own account or for the account of any other person, firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company's or any of its subsidiaries' relationship with, or endeavor to entice away from the Company for a competing business, any person who is or was during the six (6) month period preceding the Executive's termination of employment, a customer, client, agent or independent contractor of the Company or any of its subsidiaries.

(f)    All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive containing Confidential Company Information:

(i)    shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request; and

(ii)    upon the Executive's termination of employment, shall be promptly returned to the Company.

This section shall not apply to materials that the Executive possessed prior to the Executive's business relationship with NSA or the Company, to the Executive's personal effects and documents and to materials prepared by the Executive for the purposes of seeking legal or other professional advice.

(g)    Other than in connection with either party enforcing its rights under this Agreement, at no time during the Executive's employment by the Company or at any time thereafter shall the Executive, on one hand, or the Company or any of its subsidiaries, on the other hand, publish any statement or make any statement under circumstances reasonably likely to become public that is critical of the other party, or in any way otherwise be materially injurious to the Business or reputation of the other party, unless otherwise required by applicable law or regulation or by judicial order.

6.2    Rights and Remedies upon Breach

(a)    The parties hereto acknowledge and agree that any breach of any of the provisions of Section 6 or any subparts thereof (individually or collectively, the "Restrictive Covenants") may result in irreparable injury and damage for which money damages would not provide an adequate remedy.

(b)    Therefore, if the either party breaches, or threatens to commit a breach of, any of the provisions of Section 6 or any subpart thereof, the other party and its affiliates, in addition to, and not in lieu of, any other rights and remedies available to the other party and its affiliates under law or in equity (including, without limitation, the recovery of damages), shall have the right and remedy to seek to have the Restrictive Covenants or other obligations herein specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry of restraining orders and injunctions (preliminary, mandatory, temporary

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and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.

(c)    The Executive agrees that:

(i)    the provisions of Section 6 of this Agreement and each subsection thereof are reasonably necessary for the protection of the Company's legitimate business interests and if enforced, will not prevent the Executive from obtaining gainful employment should the Executive's employment with the Company end; and

(ii)    in any action seeking specific performance or other equitable relief, the Executive will not assert or contend that any of the provisions of this Section 6 are unreasonable or otherwise unenforceable as drafted.

The existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

7.    OTHER PROVISIONS

7.1    Severability

(a)    The Executive acknowledges and agrees that (i) the Executive has had an opportunity to seek advice of counsel in connection with this Agreement and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects as drafted.

(b)    If it is determined that any of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

7.2    Duration and Scope of Covenants

If any court or other decision-maker of competent jurisdiction determines that any of the Executive's covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, then the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

7.3    Enforceability; Jurisdiction; Arbitration

(a)    The Company and the Executive intend to and hereby confer jurisdiction to enforce the Restrictive Covenants set forth in Section 6 upon the courts of any jurisdiction within the geographical scope of the Restrictive Covenants.

(b)    If the courts of any one or more of such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of breadth of scope or otherwise it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company's right, or the right of any of its affiliates, to the relief provided above in

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the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdiction's being, for this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata.

(c)    The parties hereby agree to waive any right to a trial by jury for any and all disputes hereunder (whether or not relating to the Restricted Covenants).

(d)    Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement (other than a controversy or claim arising under Section 6, to the extent necessary for the Company (or its affiliates, where applicable) to avail itself of the rights and remedies referred to in Section 6.2) that is not resolved by the Executive and the Company (or its affiliates, where applicable) shall be submitted to arbitration in Denver, Colorado in accordance with Colorado law and the employment arbitration rules and procedures of the American Arbitration Association, before an arbitrator experienced in employment disputes who is licensed to practice law in the State of Colorado.

(e)    The determination of the arbitrator shall be conclusive and binding on the Company (or its affiliates, where applicable) and the Executive and judgment may be entered on the arbitrator(s)' award in any court having jurisdiction. The arbitration shall be held in Denver, Colorado.

(f)    In the event of any dispute between the parties with respect to the terms of this Agreement, the prevailing party in any legal proceeding or other action to enforce the terms of this Agreement will be entitled to an award of attorneys' fees incurred in connection with such proceeding or action.

7.4    Notices

(a)    Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, sent by facsimile transmission or sent by certified, registered or express mail, or overnight courier, postage prepaid.

(b)    Any such notice shall be deemed given when so delivered personally, sent by facsimile transmission or, if mailed, five (5) days after the date of deposit in the United States mails as follows:

(i)    If to the Company or NSA, to:

National Storage Affiliates Trust
8400 East Prentice Avenue, 9th Floor
Greenwood Village, CO 80111
Attention:	Tiffany Kenyon

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with a copy to (which shall not constitute notice to the Company):

Clifford Chance US LLP
31 West 52nd Street
New York, NY 10019-6131
Attention:	Andrew Epstein and Paul Koppel

(ii)    If to the Executive, to the address in the records of the Company

(c)    Any such person may by notice given in accordance with this Section 7.4 to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

7.5    Entire Agreement

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

7.6    Waivers and Amendments

(a)    This Agreement may be amended, superseded, cancelled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance.

(b)    Except as expressly provided herein, no delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

7.7    Governing Law

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF MARYLAND.

7.8    Assignment

(a)    This Agreement, and the Executive's rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void.

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(b)    Except as otherwise provided by operation of law, in the event of any sale, transfer or other disposition of all or substantially all of the Company's assets or business, whether by merger, consolidation or otherwise, the Company may assign this Agreement and its rights hereunder; provided that the successor or purchaser agrees in writing, as a condition of such transaction, to assume all of the Company's obligations hereunder.

7.9    Withholding

The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

7.10    Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

7.11    Counterparts

(a)    This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument.

(b)    Each counterpart may consist of two (2) copies hereof each signed by one of the parties hereto.

7.12    Survival

Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 4, 5, 6 and 7, shall survive any termination of the Executive's employment hereunder and continue in full force until performance of the obligations thereunder, if any, in accordance with their respective terms.

7.13    Existing Agreement

The Executive represents to the Company that the Executive is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit the Executive from executing this Agreement or limit the Executive's ability to fulfill the Executive's responsibilities hereunder.

7.14    Headings

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

7.15    Section 409A Compliance

(a)    Any payments under this Agreement that are deemed to be deferred compensation subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), are intended to comply with the requirements of Section 409A of the Code and this Agreement shall be interpreted accordingly.

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(b)    To this end and notwithstanding any other provision of this Agreement to the contrary, if at the time of the Executive's termination of employment with the Company:

(i)    the Company's securities are publicly traded on an established securities market;

(ii)    the Executive is a "specified employee" (as defined in Section 409A of the Code); and

(iii)    the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code,

then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to the Executive).

(c)    Such deferral shall last until the date that is six (6) months following the Executive's termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code).

(d)    Any amounts the payment of which are so deferred shall be paid in a lump sum payment on the first (1st) day of the seventh (7th) month following the end of such deferral period.

(e)    If the Executive dies during the deferral period prior to the payment of any deferred amount, then the unpaid deferred amount shall be paid to the personal representative of the Executive's estate within sixty (60) days after the date of the Executive's death.

(f)    For purposes of Section 409A of the Code, the Executive's right to receive installment payments pursuant to this Agreement including, without limitation, any Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") continuation reimbursement shall be treated as a right to receive a series of separate and distinct payments.

(g)    The Executive will be deemed to have a date of termination for purposes of determining the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a "separation from service" within the meaning of Section 409A of the Code.

(h)    Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar quarter after the calendar quarter in which the expenses are incurred, any right to reimbursement or in kind benefits will not be subject to liquidation or exchange for another benefit, and the amount of the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year.

(i)    Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within thirty (30) days following the date of termination"), the actual

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date of payment within the specified period shall be within the reasonable discretion of the Company.

(j)    For purposes of Section 409A of the Code, any payment to be made to the Executive after receipt of an executed and irrevocable release within any specified period, in which such period begins in one (1) taxable year of the Executive and ends in a second taxable year of the Executive, will be made in the second taxable year.

(k)    The parties agree to consider any amendments or modifications to this Agreement or any other compensation arrangement between the parties, as reasonably requested by the other party, that is necessary to cause such agreement or arrangement to comply with Section 409A of the Code (or an exception thereto); provided that such proposed amendment or modification does not change the economics of the agreement or arrangement and does not provide for any additional cost to either party.

(l)    Notwithstanding the foregoing, the parties will not be obligated to make any amendment or modification and the Company makes no representation or warranty with respect to compliance with Section 409A of the Code and shall have no liability to the Executive or any other person if any provision of this Agreement or such other arrangement are determined to constitute deferred compensation subject to Section 409A of the Code that does not satisfy an exemption from, or the conditions of, such Section.

7.16    Parachute Payments

(a)    If there is a change in ownership or control of the Company that would cause any payment or distribution by the Company or any other person or entity to the Executive or for the Executive's benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment") to be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, the "Excise Tax"), then the Executive will receive the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes):

(i)    the Payments; or

(ii)    one (1) dollar less than the amount of the Payments that would subject the Executive to the Excise Tax (the "Safe Harbor Amount").

(b)    If a reduction in the Payments is necessary so that the Payments equal the Safe Harbor Amount and none of the Payments constitutes non-qualified deferred compensation (within the meaning of Section 409A of the Code), then the reduction shall occur in the manner the Executive elects in writing prior to the date of payment.

(c)    If any Payment constitutes non-qualified deferred compensation or if the Executive fails to elect an order, then the Payments to be reduced will be determined in a manner which has the least economic cost to the Executive and, to the extent the economic cost is equivalent, will

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be reduced in the inverse order of when payment would have been made to the Executive, until the reduction is achieved.

(d)    All determinations required to be made under this Section 7.16, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by the Company (the "Accounting Firm").

(e)    All fees and expenses of the Accounting Firm shall be borne solely by the Company.

(f)    Any determination by the Accounting Firm shall be binding upon Company and the Executive.

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IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

NATIONAL STORAGE AFFILIATES TRUST
By:	/s/ David Cramer
Name:	David Cramer
Title:	President and Chief Executive Officer
WILLIAM S. COWAN, JR.
__/s/ William S. Cowan, JR._________________

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SCHEDULE 1
FORM OF WAIVER AND RELEASE

This Waiver and General Release of all Claims (this "Waiver and Release") is entered into by William S. Cowan, Jr. ("you") and National Storage Affiliates Trust, a Maryland real estate investment trust (the "Company" or "we," and collectively with you, "the Parties"), effective as of _________, 20___ (the "Termination Date").

You acknowledge that your employment with the Company terminated on the Termination Date. You further acknowledge that, regardless of signing this Waiver and Release, you have received: (i) your final paycheck, which includes your final salary or wages and pay for the prorated amount of any accrued but unused vacation days (in accordance with the Company's policy, as reflected in the Company's Employee Handbook) through your last day of service, less withholdings; and (ii) reimbursement of all reasonable business expenses incurred by you during your employment. The Parties acknowledge all benefits and perquisites of employment cease as of your last day of employment with the Company.

Further, if you (i) duly execute this Waiver and Release and return this Waiver and Release to the Company within twenty-one (21) days following the Termination Date, (ii) do not revoke the Waiver and Release as permitted below and (iii) remain at all times in continued compliance with this Waiver and Release and Section 6 of the Employment Agreement between the Parties, dated May 31, 2023 (the "Employment Agreement"), then the Company will provide you or your estate or beneficiaries with the severance benefits set forth in the Employment Agreement (the "Severance Benefits"). For the avoidance of doubt, in the event that you breach this Waiver and Release, you will no longer be entitled to, and the Company will no longer be obligated to provide (or continue to provide), the Severance Benefits.

You understand and agree that you are not entitled to any compensation, benefits, remuneration, accruals, contributions, reimbursements, bonus, option grant, vesting, vacation or other payments from the Company other than those expressly set forth in this Waiver and Release, and that any and all payments and benefits you may receive under this Waiver and Release are subject to all applicable taxes and withholdings.

In exchange for the Severance Benefits, which you acknowledge exceed any amounts to which you otherwise may be entitled under the Company's policies and practices or applicable law, you and your representatives completely release from, and agree to not file, cause to be filed or pursue against, the Company, their affiliated, related, parent or subsidiary companies and their present and former directors, officers and employees (the "Released Parties") all claims, complaints, grievances, causes of action or charges of any kind, known and unknown, asserted or unasserted ("Claims"), which you may now have or have ever had against any of them ("Released Claims"). Released Claims include, but are not limited to: (i) all Claims arising from your employment with the Released Parties or the termination of that employment, including Claims for wrongful termination or retaliation; (ii) all Claims related to your compensation or benefits from the Released Parties, including salary, wages, bonuses, commissions, incentive compensation, profit sharing, retirement benefits, paid time off, vacation, sick leave, leaves of absence, expense reimbursements, equity, severance pay and fringe benefits; (iii) all Claims for breach of contract, breach of quasi-contract, promissory estoppel, detrimental reliance and breach of the implied covenant of good faith and fair dealing; (iv) all tort Claims, including Claims for fraud, defamation, slander, libel, negligent or intentional infliction of emotional distress, personal injury, negligence, compensatory or punitive damages, negligent or intentional misrepresentation and discharge in violation of public policy; (v) all federal, state and local statutory Claims, including Claims for discrimination, harassment, retaliation, attorneys' fees, medical expenses, experts' fees, costs and disbursements; and (vi) any other Claims of any kind whatsoever, from the beginning of time until the date you sign this Waiver and Release, in each case whether based

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on contract, tort, statute, local ordinance, regulation or any comparable law in any jurisdiction.

By way of example and not in limitation, Released Claims include: (i) any Claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; (ii) the Civil Rights Act of 1991; (iii) the Civil Rights Acts of 1866 and/or 1871, 42 U.S.C. § 1981; (iv) the Americans with Disabilities Act, 42 U.S.C. 12101 et seq.; (v) the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621 et seq.; (vi) the Family Medical Leave Act, 29 U.S.C. § 2601 et seq.; (vii) the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; (viii) the Worker Adjustment Retraining Notification Act ("WARN Act"), 29 U.S.C. § 2102 et seq.; (ix) the Colorado Anti-Discrimination Act; (x) the Colorado Minimum Wage Order; (xi) the Colorado Labor Relations Act; (xii) the Colorado Labor Peace Act; or (xiii) any comparable law in any other jurisdiction.

The Parties intend for this release to be enforced to the fullest extent permitted by law. YOU UNDERSTAND AND AGREE THAT THIS WAIVER AND RELEASE CONTAINS A GENERAL RELEASE OF ALL CLAIMS.

You agree that the consideration you are receiving in exchange for your general release of claims shall be offset against any U.S. federal or state WARN Act (or other) notice or pay in lieu of notice obligation, if any, that the Company may be found to have in the future.

You represent that you have not initiated, filed or caused to be filed and agree not to initiate, file or cause to be filed any Released Claims against any Released Parties with respect to any aspect of your employment by or termination from employment with the Company or with respect to any other Released Claim. You expressly covenant and warrant that you have not assigned or transferred to any person or entity any portion of any Released Claims that are waived, released and/or discharged herein. If you nonetheless file, cause to be filed or pursue any Released Claims against one or more Released Party, you will pay to each such Released Party any costs or expenses (including attorneys' fees and court costs) incurred by such Released Party in connection with such action, claim or suit.

In this paragraph, we provide you with specific information required under the ADEA. You acknowledge that you have received and reviewed any and all information required, if any, by the ADEA/Older Workers Benefit Protection Act pertaining to your termination from the Company. You agree that your release of claims in this Waiver and Release includes a knowing and voluntary waiver of any rights you may have under the ADEA. You acknowledge that you have been given an opportunity to consider for forty-five (45) days the terms of this Waiver and Release, although you may sign beforehand, and that you are advised by the Company to consult with an attorney. You further understand that you can revoke your waiver of ADEA claims within seven (7) days after signing this Waiver and Release, but that you will not be eligible for any Severance Benefits if you revoke your waiver. Revocation must be made by delivering a written notice of revocation to the Executive Vice President, Chief Legal Officer and Secretary of the Company, at the Company's principal address. You acknowledge and agree that for the revocation to be effective, the written notice must be received no later than the close of business (5:00 p.m. M.S.T.) on the seventh (7th) day after you sign this Waiver and Release. This Waiver and Release will become effective and enforceable on the eighth (8th) day following your execution of this Waiver and Release, provided you have not exercised your right, as described herein, to revoke this Waiver and Release. You further agree that any change to this Waiver and Release, whether material or immaterial, will not restart the forty-five (45) day review period.

Notwithstanding the foregoing, the parties acknowledge and agree that you are not waiving or being required to waive: (i) any right that cannot be waived as a matter of law; (ii) rights for indemnification under U.S. and non-U.S. federal and state laws; (iii) rights for indemnification under any contract or agreement with the Company that provides for

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indemnification or under the Company's by-laws or under any insurance policies of the Company or its or their affiliates; (iv) rights to any vested benefits or pension funds; and (v) rights to seek worker's compensation or unemployment insurance benefits, subject to the terms and conditions thereof.

Notwithstanding anything to the contrary in this Waiver and Release, nothing in this Waiver and Release shall prohibit or interfere with your: (i) exercising protected rights, including rights under the National Labor Relations Act; (ii) filing a charge with the Equal Employment Opportunity Commission or OSHA; or (iii) reporting possible violations of law to or participating in an investigation by any federal, state or local government agency or commission such as the National Labor Relations Board, the Department of Labor or the Securities and Exchange Commission. You do, however, waive any right to receive any monetary award or benefit resulting from such a charge, report or investigation related to any Released Claims, except that you may receive and fully retain a monetary award from a government-administered whistleblower award program. The parties further acknowledge and agree that this Waiver and Release shall not be construed as a waiver of any rights that are not subject to waiver by private agreement or otherwise cannot be waived as a matter of law.

You are hereby notified that 18 U.S.C. § 1833(b) states as follows: "An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal." Accordingly, notwithstanding any other provision of this Waiver and Release to the contrary, you have the right to (x) disclose in confidence trade secrets to federal, state and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of the law or (y) disclose trade secrets in a document filed in a lawsuit or other proceeding so long as that filing is made under seal and protected from public disclosure. Nothing in this Waiver and Release is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

Except as provided herein, you further agree to maintain this Waiver and Release and its contents in the strictest confidence and agree that you will not disclose the terms of this Waiver and Release to any third party without the prior written consent of the Company, unless and to the extent otherwise required by law or in connection with enforcing this Waiver and Release, except you may inform your legal and financial advisors provided you have advised such attorney or financial advisor to maintain the confidentiality of this Waiver and Release and its contents and you remain responsible for maintaining the confidentiality of such information. Except as expressly permitted in the preceding two (2) paragraphs, if you are obligated under law to disclose the contents of this Waiver and Release you agree, to the extent possible, to provide the Company at least five (5) days prior written notice of such obligation.

You and the Company agree that this Waiver and Release is not an admission of guilt or liability on the part of you and the Company under any national, federal, state or local law, whether statutory or common law. Liability for any and all claims is expressly denied by you and the Company.

This Waiver and Release is the entire agreement and understanding between you and the Company concerning its subject matter and may only be amended in writing signed by you and by authorized representatives of the Company. If any provision of this Waiver and Release or the application thereof to any person, place or circumstance shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Waiver and Release and such provision as applied to other person, places and circumstances shall remain in full force and effect.

- 22 -

This Waiver and Release, the legal relations between the parties and any action, whether contractual or non-contractual, instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of this Waiver and Release shall be governed by and construed in accordance with the laws of the State of Maryland without regard to conflicts of law doctrines that require application of another law. Any dispute or controversy arising under or in connection with this Waiver and Release shall be resolved in accordance with Section 7.3 of the Employment Agreement.

This Waiver and Release may be executed in any number of counterparts (each of which shall be deemed an original of this Waiver and Release and all of which together shall constitute one and the same instrument) and delivered by electronic means.

Finally, by your signature below, you acknowledge each of the following: (a) that you have read this Waiver and Release or have been afforded every opportunity to do so; (b) that you are fully aware of the Waiver and Release's contents and legal effect; and (c) that you have voluntarily chosen to enter into this Waiver and Release, without duress or coercion, economic or otherwise, and based upon your own judgment and not in reliance upon any promises made by the Company other than those contained in this Waiver and Release.

- 23 -

YOU (OR YOUR ESTATE, AS APPLICABLE) ACKNOWLEDGE THAT YOU HAVE READ THIS WAIVER AND RELEASE, THAT YOU FULLY KNOW, UNDERSTAND AND APPRECIATE ITS CONTENTS AND THAT YOU HEREBY EXECUTE THE SAME AND MAKE THIS WAIVER AND RELEASE AND THE RELEASE AND WAIVER AND RELEASES PROVIDED FOR HEREIN VOLUNTARILY AND OF YOUR OWN FREE WILL.

By:

Date:

NATIONAL STORAGE AFFILIATES TRUST

By:

Name:

Title

- 24 -

EX-31.1

Exhibit 31.1

Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David G. Cramer, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of National Storage Affiliates Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and    

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2023

By:	/s/ David G. Cramer
	David G. Cramer
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Brandon S. Togashi, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of National Storage Affiliates Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and    

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2023

By:	/s/ Brandon S. Togashi
	Brandon S. Togashi
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification, Chief Executive Officer and Chief Financial Officer Pursuant To

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of National Storage Affiliates Trust (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David G. Cramer, President and Chief Executive Officer of the Company, and I, Brandon S. Togashi, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2023

By:	/s/ David G. Cramer
	David G. Cramer
	President and Chief Executive Officer

By:	/s/ Brandon S. Togashi
	Brandon S. Togashi
	Chief Financial Officer

Pursuant to the Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any registration statement of the Company filed under the Securities Act of 1933, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

COVER PAGE - shares	6 Months Ended
	Jun. 30, 2023	Aug. 07, 2023
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-37351
Entity Registrant Name	National Storage Affiliates Trust
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	46-5053858
Entity Address, Address Line One	8400 East Prentice Avenue, 9th Floor
Entity Address, City or Town	Greenwood Village
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80111
City Area Code	720
Local Phone Number	630-2600
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		89,237,894
Entity Central Index Key	0001618563
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Common Shares of Beneficial Interest, $0.01 par value per share
Entity Information [Line Items]
Title of 12(b) Security	Common Shares of Beneficial Interest, $0.01 par value per share
Trading Symbol	NSA
Security Exchange Name	NYSE
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share
Entity Information [Line Items]
Title of 12(b) Security	Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share
Trading Symbol	NSA Pr A
Security Exchange Name	NYSE

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Real estate
Self storage properties	$ 6,579,167	$ 6,391,572
Less accumulated depreciation	(877,707)	(772,661)
Self storage properties, net	5,701,460	5,618,911
Cash and cash equivalents	44,022	35,312
Restricted cash	3,299	6,887
Debt issuance costs, net	9,607	1,393
Investment in unconsolidated real estate ventures	219,060	227,441
Other assets, net	160,618	156,228
Operating lease right-of-use assets	23,325	23,835
Total assets	6,161,391	6,070,007
Liabilities
Debt financing	3,639,547	3,551,179
Accounts payable and accrued liabilities	87,007	80,377
Interest rate swap liabilities	0	483
Operating lease liabilities	25,314	25,741
Deferred revenue	25,122	23,213
Total liabilities	3,776,990	3,680,993
Commitments and contingencies (Note 11)
Equity
Common shares of beneficial interest, par value $0.01 per share. 250,000,000 authorized, 88,649,794 and 89,842,145 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	886	898
Additional paid-in capital	1,692,741	1,777,984
Distributions in excess of earnings	(445,813)	(396,650)
Accumulated other comprehensive income	36,906	40,530
Total shareholders' equity	1,625,371	1,648,201
Noncontrolling interests	759,030	740,813
Total equity	2,384,401	2,389,014
Total liabilities and equity	6,161,391	6,070,007
Series A Preferred Shares
Equity
Series A and B Preferred shares of beneficial interest, shares authorized, issued and outstanding at liquidation preference	225,439	$ 225,439
Series B Preferred Shares
Equity
Series A and B Preferred shares of beneficial interest, shares authorized, issued and outstanding at liquidation preference	$ 115,212

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common shares of beneficial interest, par value (in dollars per share)	$ 0.01	$ 0.01
Common shares of beneficial interest, authorized (in shares)	250,000,000	250,000,000
Common shares of beneficial interest, outstanding (in shares)	88,649,794	89,842,145
Common shares of beneficial interest, issued (in shares)	88,649,794	89,842,145
Series A Preferred Shares
Preferred units stated value (in dollars per share)	$ 0.01	$ 0.01
Preferred shares of beneficial interest, authorized (in shares)	50,000,000	50,000,000
Preferred shares of beneficial interest, outstanding (in shares)	9,017,588	9,017,588
Preferred shares of beneficial interest, issued (in shares)	9,017,588	9,017,588
Series B Preferred Shares
Preferred units stated value (in dollars per share)	$ 0.01
Preferred shares of beneficial interest, authorized (in shares)	7,000,000
Preferred shares of beneficial interest, outstanding (in shares)	5,668,128
Preferred shares of beneficial interest, issued (in shares)	5,668,128

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
REVENUE
Rental revenue	$ 199,311	$ 184,636	$ 393,440	$ 359,105
Total revenue	215,511	198,890	423,504	386,074
OPERATING EXPENSES
Property operating expenses	57,094	53,188	113,577	102,546
General and administrative expenses	14,404	14,702	29,225	28,668
Depreciation and amortization	56,705	57,891	112,163	115,963
Other	3,220	525	4,393	995
Total operating expenses	131,423	126,306	259,358	248,172
OTHER (EXPENSE) INCOME
Interest expense	(39,693)	(24,448)	(77,641)	(47,095)
Loss on early extinguishment of debt	0	0	(758)	0
Equity in earnings of unconsolidated real estate ventures	1,861	1,962	3,539	3,456
Acquisition costs	(239)	(682)	(1,083)	(1,235)
Non-operating income (expense)	196	(261)	(402)	(373)
Gain on sale of self storage properties	0	0	0	2,134
Other expense	(37,875)	(23,429)	(76,345)	(43,113)
Income before income taxes	46,213	49,155	87,801	94,789
Income tax expense	(737)	(730)	(1,933)	(1,578)
Net income	45,476	48,425	85,868	93,211
Net income attributable to noncontrolling interests	(16,028)	(23,387)	(27,461)	(42,945)
Net income attributable to National Storage Affiliates Trust	29,448	25,038	58,407	50,266
Distributions to preferred shareholders	(5,119)	(3,382)	(8,799)	(6,661)
Net income attributable to common shareholders	$ 24,329	$ 21,656	$ 49,608	$ 43,605
Earnings (loss) per common share - basic and diluted
Earnings (loss) per share - basic (in dollars per share)	$ 0.28	$ 0.24	$ 0.56	$ 0.48
Earnings (loss) per share - diluted (in dollars per share)	$ 0.28	$ 0.24	$ 0.56	$ 0.48
Weighted average shares outstanding - basic (in shares)	88,312	91,541	88,902	91,433
Weighted average shares outstanding - diluted (in shares)	88,312	91,541	88,902	91,433
Dividends declared per common share (in dollars per share)	$ 0.56	$ 0.55	$ 1.11	$ 1.05
Other property-related revenue
REVENUE
Revenue	$ 7,613	$ 6,341	$ 14,420	$ 12,507
Management fees and other revenue
REVENUE
Revenue	$ 8,587	$ 7,913	$ 15,644	$ 14,462

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 45,476	$ 48,425	$ 85,868	$ 93,211
Other comprehensive income (loss)
Unrealized gain on derivative contracts	28,226	14,556	15,273	53,164
Realized loss on derivative contracts	(1,643)	0	(1,643)	0
Reclassification of other comprehensive (income) loss to interest expense	(9,460)	3,286	(17,221)	8,260
Other comprehensive income (loss)	17,123	17,842	(3,591)	61,424
Comprehensive income	62,599	66,267	82,277	154,635
Comprehensive income attributable to noncontrolling interests	(21,493)	(28,608)	(26,374)	(60,949)
Comprehensive income attributable to National Storage Affiliates Trust	$ 41,106	$ 37,659	$ 55,903	$ 93,686

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands	Total	OP Units And Subordinated Performance Units, Net Of Offering Costs	Preferred Shares	Common Shares	Additional Paid-in Capital	Distributions In Excess Of Earnings	Accumulated Other Comprehensive (Loss) Income	Noncontrolling Interests	Noncontrolling Interests OP Units, Subordinated Performance Units, And Series A-1 Preferred Units	Noncontrolling Interests Series A-1 preferred units	Noncontrolling Interests OP Units And Subordinated Performance Units, Net Of Offering Costs
Beginning balances, preferred stock (in shares) at Dec. 31, 2021			8,736,719
Beginning balances at Dec. 31, 2021	$ 2,482,455		$ 218,418	$ 912	$ 1,866,773	$ (291,263)	$ (19,611)	$ 707,226
Beginning balances, common stock (in shares) at Dec. 31, 2021				91,198,929
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Internalization of PRO, net of offering costs	3,217							3,217
OP units, subordinated performance units and Series A-1 preferred units, net of offering costs	16,576								$ 16,576
Redemption of Series A-1 preferred units (in shares)			8,216
Redemptions of Series A-1 preferred units	0		$ 205					(205)
Redemptions of OP units (in shares)				258,477
Redemptions of Series A-1 preferred units	0			$ 3	4,601		(44)	(4,560)
Effect of changes in ownership for consolidated entities	0				(40,627)		590	40,037
Equity-based compensation expense	1,544				103			1,441
Issuance of restricted common shares (in shares)				7,913
Issuance of restricted common shares	0
Vesting and forfeitures of restricted common shares, net (in shares)				(3,599)
Vesting and forfeitures of restricted common shares, net	(118)				(118)
Preferred share dividends	(3,279)					(3,279)
Common share dividends	(45,710)					(45,710)
Distributions to noncontrolling interests	(33,009)							(33,009)
Other comprehensive income (loss)	43,582						30,799	12,783
Net income	44,786					25,228		19,558
Ending balances, preferred stock (in shares) at Mar. 31, 2022			8,744,935
Ending balances at Mar. 31, 2022	2,510,044		$ 218,623	$ 915	1,830,732	(315,024)	11,734	763,064
Ending balances, common stock (in shares) at Mar. 31, 2022				91,461,720
Beginning balances, preferred stock (in shares) at Dec. 31, 2021			8,736,719
Beginning balances at Dec. 31, 2021	2,482,455		$ 218,418	$ 912	1,866,773	(291,263)	(19,611)	707,226
Beginning balances, common stock (in shares) at Dec. 31, 2021				91,198,929
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive income (loss)	61,424
Net income	93,211
Ending balances, preferred stock (in shares) at Jun. 30, 2022			9,017,588
Ending balances at Jun. 30, 2022	2,501,313		$ 225,439	$ 918	1,841,880	(343,834)	24,372	752,538
Ending balances, common stock (in shares) at Jun. 30, 2022				91,755,672
Beginning balances, preferred stock (in shares) at Mar. 31, 2022			8,744,935
Beginning balances at Mar. 31, 2022	2,510,044		$ 218,623	$ 915	1,830,732	(315,024)	11,734	763,064
Beginning balances, common stock (in shares) at Mar. 31, 2022				91,461,720
Increase (Decrease) in Stockholders' Equity [Roll Forward]
OP units, subordinated performance units and Series A-1 preferred units, net of offering costs		$ 13,938									$ 13,938
Redemption of Series A-1 preferred units (in shares)			272,653
Redemptions of Series A-1 preferred units	0		$ 6,816					(6,816)
Redemptions of OP units (in shares)				294,573
Redemptions of Series A-1 preferred units	0			$ 3	5,140		59	(5,202)
Effect of changes in ownership for consolidated entities	0				5,924		(47)	(5,877)
Equity-based compensation expense	1,580				127			1,453
Issuance of restricted common shares (in shares)				630
Vesting and forfeitures of restricted common shares, net (in shares)				(1,251)
Vesting and forfeitures of restricted common shares, net	(43)				(43)
Preferred share dividends	(3,382)					(3,382)
Common share dividends	(50,466)					(50,466)
Distributions to noncontrolling interests	(36,625)							(36,625)
Other comprehensive income (loss)	17,842						12,626	5,216
Net income	48,425					25,038		23,387
Ending balances, preferred stock (in shares) at Jun. 30, 2022			9,017,588
Ending balances at Jun. 30, 2022	2,501,313		$ 225,439	$ 918	1,841,880	(343,834)	24,372	752,538
Ending balances, common stock (in shares) at Jun. 30, 2022				91,755,672
Beginning balances, preferred stock (in shares) at Dec. 31, 2022			9,017,588
Beginning balances at Dec. 31, 2022	$ 2,389,014		$ 225,439	$ 898	1,777,984	(396,650)	40,530	740,813
Beginning balances, common stock (in shares) at Dec. 31, 2022	89,842,145			89,842,145
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares, net of offering costs (in shares)			5,668,128
Issuance of preferred shares	$ 113,274		$ 115,212		(1,938)
Internalization of PRO, net of offering costs	37,257							37,257
OP units, subordinated performance units and Series A-1 preferred units, net of offering costs	750									$ 750
Redemptions of OP units (in shares)				67,431
Redemptions of Series A-1 preferred units	0			$ 1	1,093		30	(1,124)
Repurchase of common shares (in shares)				(1,622,874)
Repurchase of common shares	(69,311)			$ (16)	(69,295)
Effect of changes in ownership for consolidated entities	0				(18,720)		(1,245)	19,965
Equity-based compensation expense	1,649				101			1,548
Issuance of restricted common shares (in shares)				12,417
Issuance of restricted common shares	0				0
Vesting and forfeitures of restricted common shares, net (in shares)				(2,977)
Vesting and forfeitures of restricted common shares, net	(89)				(89)
Preferred share dividends	(3,962)					(3,962)
Common share dividends	(48,755)					(48,755)
Distributions to noncontrolling interests	(34,431)							(34,431)
Other comprehensive income (loss)	(20,714)						(14,162)	(6,552)
Net income	40,392					28,959		11,433
Ending balances, preferred stock (in shares) at Mar. 31, 2023			14,685,716
Ending balances at Mar. 31, 2023	2,405,074		$ 340,651	$ 883	1,689,136	(420,408)	25,153	769,659
Ending balances, common stock (in shares) at Mar. 31, 2023				88,296,142
Beginning balances, preferred stock (in shares) at Dec. 31, 2022			9,017,588
Beginning balances at Dec. 31, 2022	$ 2,389,014		$ 225,439	$ 898	1,777,984	(396,650)	40,530	740,813
Beginning balances, common stock (in shares) at Dec. 31, 2022	89,842,145			89,842,145
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of common shares (in shares)	(1,622,874,000)
Other comprehensive income (loss)	$ (3,591)
Net income	85,868
Ending balances, preferred stock (in shares) at Jun. 30, 2023			14,685,716
Ending balances at Jun. 30, 2023	$ 2,384,401		$ 340,651	$ 886	1,692,741	(445,813)	36,906	759,030
Ending balances, common stock (in shares) at Jun. 30, 2023	88,649,794			88,649,794
Beginning balances, preferred stock (in shares) at Mar. 31, 2023			14,685,716
Beginning balances at Mar. 31, 2023	$ 2,405,074		$ 340,651	$ 883	1,689,136	(420,408)	25,153	769,659
Beginning balances, common stock (in shares) at Mar. 31, 2023				88,296,142
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Internalization of PRO, net of offering costs	5,577							5,577
Redemptions of OP units (in shares)				354,936
Redemptions of Series A-1 preferred units	0			$ 3	5,530		113	(5,646)
Effect of changes in ownership for consolidated entities	0				(1,833)		(18)	1,851
Equity-based compensation expense	1,677				125			1,552
Issuance of restricted common shares (in shares)				439
Issuance of restricted common shares	0				0
Vesting and forfeitures of restricted common shares, net (in shares)				(1,723)
Vesting and forfeitures of restricted common shares, net	(217)				(217)
Preferred share dividends	(5,402)					(5,402)
Common share dividends	(49,451)					(49,451)
Distributions to noncontrolling interests	(35,456)							(35,456)
Other comprehensive income (loss)	17,123						11,658	5,465
Net income	45,476					29,448		16,028
Ending balances, preferred stock (in shares) at Jun. 30, 2023			14,685,716
Ending balances at Jun. 30, 2023	$ 2,384,401		$ 340,651	$ 886	$ 1,692,741	$ (445,813)	$ 36,906	$ 759,030
Ending balances, common stock (in shares) at Jun. 30, 2023	88,649,794			88,649,794

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
OPERATING ACTIVITIES
Net income	$ 85,868	$ 93,211
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	112,163	115,963
Amortization of debt issuance costs	3,235	2,116
Amortization of debt discount and premium, net	(292)	(346)
Other	969	0
Gain on sale of self storage properties	0	(2,134)
Equity-based compensation expense	3,326	3,124
Equity in earnings of unconsolidated real estate ventures	(3,539)	(3,456)
Distributions from unconsolidated real estate ventures	11,921	10,905
Change in assets and liabilities, net of effects of self storage property acquisitions:
Other assets	(2,729)	(282)
Accounts payable and accrued liabilities	5,979	7,133
Deferred revenue	1,284	809
Net Cash Provided by Operating Activities	218,185	227,043
INVESTING ACTIVITIES
Acquisition of self-storage properties	(18,087)	(174,951)
Capital expenditures	(17,933)	(20,333)
Investment in unconsolidated real estate venture	0	(53,335)
Deposits and advances for self storage properties and other acquisitions	0	(1,925)
Expenditures for corporate furniture, equipment and other	(678)	(548)
Acquisition of management company assets and interest in reinsurance company from PRO retirement	(16,924)	0
Proceeds from sale of self storage properties	0	6,166
Net Cash Used In Investing Activities	(53,622)	(244,926)
FINANCING ACTIVITIES
Borrowings under debt financings	449,000	864,000
Repurchase of common shares	(69,311)	0
Principal payments under debt financings	(359,496)	(661,163)
Payment of dividends to common shareholders	(98,206)	(96,176)
Payment of dividends to preferred shareholders	(9,364)	(6,661)
Distributions to noncontrolling interests	(69,969)	(69,841)
Debt issuance costs	(2,095)	(3,763)
Equity offering costs	0	(772)
Net Cash (Used In) Provided By Financing Activities	(159,441)	25,624
Increase in Cash, Cash Equivalents and Restricted Cash	5,122	7,741
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Beginning of period	42,199	27,875
End of period	47,321	35,616
Supplemental Cash Flow and Noncash Information
Cash paid for interest	64,536	44,102
Issuance of OP Units and subordinated performance units	42,834	33,731
Issuance of Series B preferred shares	113,274	0
Deposits on acquisitions applied to purchase price	0	800
Other net liabilities assumed	$ 119	$ 973

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ORGANIZATION AND NATURE OF OPERATIONS

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND NATURE OF OPERATIONS

ORGANIZATION AND NATURE OF OPERATIONS

National Storage Affiliates Trust was organized in the state of Maryland on May 16, 2013 and is a fully integrated, self-administered and self-managed real estate investment trust focused on the self storage sector. As used herein, "NSA," the "Company," "we," "our," and "us" refers to National Storage Affiliates Trust and its consolidated subsidiaries, except where the context indicates otherwise. The Company has elected and believes that it has qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") commencing with its taxable year ended December 31, 2015.

Through its controlling interest as the sole general partner of NSA OP, LP (its "operating partnership"), a Delaware limited partnership formed on February 13, 2013, the Company is focused on the ownership, operation, and acquisition of self storage properties predominantly located within the top 100 metropolitan statistical areas throughout the United States. Pursuant to the Agreement of Limited Partnership (as amended, the "LP Agreement") of its operating partnership, the Company's operating partnership is authorized to issue preferred units, Class A Units ("OP units"), different series of Class B Units ("subordinated performance units"), and Long-Term Incentive Plan Units ("LTIP units"). The Company also owns certain of its self storage properties through other consolidated limited partnership subsidiaries of its operating partnership, which the Company refers to as "DownREIT partnerships." The DownREIT partnerships issue equity ownership interests that are intended to be economically equivalent to the Company's OP units ("DownREIT OP units") and subordinated performance units ("DownREIT subordinated performance units").

The Company owned 932 consolidated self storage properties in 39 states and Puerto Rico with approximately 59.4 million rentable square feet in approximately 462,000 storage units as of June 30, 2023. These properties are managed with local operational focus and expertise by the Company and its participating regional operators ("PROs"). As of June 30, 2023, the Company directly managed 603 of these self storage properties through its corporate brands of iStorage, SecurCare, Northwest and Move It, and the PROs managed the remaining 329 self storage properties. These PROs are Optivest Properties LLC and its controlled affiliates ("Optivest"), Guardian Storage Centers LLC and its controlled affiliates ("Guardian"), Arizona Mini Storage Management Company d/b/a Storage Solutions and its controlled affiliates ("Storage Solutions"), Hide-Away Storage Services, Inc. and its controlled affiliates ("Hide-Away"), an affiliate of Shader Brothers Corporation d/b/a Personal Mini Storage ("Personal Mini"), Southern Storage Management Systems, Inc. d/b/a Southern Self Storage ("Southern"), affiliates of Investment Real Estate Management, LLC d/b/a Moove In Self Storage of York, Pennsylvania ("Moove In") and Blue Sky Self Storage, LLC, a strategic partnership between Argus Professional Storage Management and GYS Development LLC ("Blue Sky").

Effective January 1, 2023, one of our PROs, Move It Self Storage and its controlled affiliates ("Move It"), retired as one of the Company's PROs. As a result of the retirement, on January 1, 2023, management of our 72 properties in the Move It managed portfolio was transferred to us and the Move It brand name and related intellectual property was internalized by us, and we discontinued payment of any supervisory and administrative fees or reimbursements to Move It. In addition, on January 1, 2023, we issued a notice of non-voluntary conversion to convert all of the subordinated performance units related to Move It's managed portfolio into OP units. As part of the internalization, a majority of Move It's employees were offered and provided employment by us and will continue managing Move It's portfolio of properties as members of our existing property management platform. See Note 3 and Note 6 for additional information related to the Move It retirement and internalization.

As of June 30, 2023, the Company also managed through its property management platform an additional portfolio of 185 properties owned by the Company's unconsolidated real estate ventures. These properties contain approximately 13.5 million rentable square feet, configured in approximately 111,000 storage units and located across 21 states. The Company owns a 25% equity interest in each of its unconsolidated real estate ventures.

As of June 30, 2023, in total, the Company operated and held ownership interests in 1,117 self storage properties located across 42 states and Puerto Rico with approximately 72.8 million rentable square feet in approximately 573,000 storage units.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("GAAP") and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the condensed consolidated financial statements have been included. The Company's results of operations for the quarterly and year to date periods are not necessarily indicative of the results to be expected for the full year or any other future period.

Principles of Consolidation

The Company's financial statements include the accounts of its operating partnership and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities.

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity ("VIE"), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether the general partner controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates all entities that are VIEs and of which the Company is deemed to be the primary beneficiary. The Company has determined that its operating partnership is a VIE. The sole significant asset of National Storage Affiliates Trust is its investment in its operating partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of its operating partnership.

As of June 30, 2023, the Company's operating partnership was the primary beneficiary of, and therefore consolidated, 22 partnerships that are considered VIEs, which owned 48 self storage properties. The net book value of the real estate owned by these VIEs was $409.0 million and $412.9 million as of June 30, 2023 and December 31, 2022, respectively. For certain DownREIT partnerships which are subject to fixed rate mortgages payable, the carrying value of such fixed rate mortgages payable held by these VIEs was $188.7 million and $188.7 million as of June 30, 2023 and December 31, 2022, respectively. The creditors of the consolidated VIEs do not have recourse to the Company's general credit.

Revenue Recognition

Rental revenue

Rental revenue consists of space rentals and related fees. Management has determined that all of the Company's leases are operating leases. Substantially all leases may be terminated on a month-to-month basis and rental income is recognized ratably over the lease term using the straight-line method. Rents received in advance are deferred and recognized on a straight-line basis over the related lease term associated with the prepayment. Promotional discounts and other incentives are recognized as a reduction to rental income over the applicable lease term.

Other property-related revenue

Other property-related revenue primarily consists of ancillary revenues such as tenant insurance and/or tenant warranty protection-related access fees, sales of storage supplies and truck rentals which are recognized in the period earned.

The Company and certain of the Company’s PROs have tenant insurance and/or tenant warranty protection plan-related arrangements with insurance companies and the Company’s tenants. During the three months ended June 30, 2023 and 2022, the Company recognized $6.1 million and $4.9 million, respectively, of tenant insurance and tenant warranty protection plan revenues and during the six months ended June 30, 2023 and 2022, the Company recognized $11.6 million and $9.8 million, respectively, of tenant insurance and tenant warranty protection plan revenues.

The Company sells boxes, packing supplies, locks, other retail merchandise and rents moving trucks at its properties. During the three months ended June 30, 2023 and 2022, the Company recognized retail sales of $0.7 million and $0.7 million, respectively and during the six months ended June 30, 2023 and 2022, the Company recognized retail sales of $1.3 million and $1.3 million, respectively.

Management fees and other revenue

Management fees and other revenue consist of property management fees, platform fees, call center fees, acquisition fees, amounts related to the facilitation of tenant warranty protection or tenant insurance programs for certain stores in the Company's consolidated portfolio and unconsolidated real estate ventures, access fees associated with tenant insurance-related arrangements, and profit distributions from the Company's interest in a reinsurance company.

With respect to both the 2018 Joint Venture and the 2016 Joint Venture (as each is defined in Note 5), the Company provides supervisory and administrative property management services, centralized call center services, and technology platform and revenue management services to the properties in the unconsolidated real estate ventures. The property management fees are equal to 6% of monthly gross revenues and net sales revenues from the assets of the unconsolidated real estate ventures, and the platform fees are equal to $1,250 per month per unconsolidated real estate venture property. With respect to the 2016 Joint Venture only, the call center fee is equal to 1% of each of monthly gross revenues and net sales revenues from the 2016 Joint Venture properties. During the three months ended June 30, 2023 and 2022, the Company recognized property management fees, call center fees and platform fees of $4.2 million and $4.1 million, respectively and during the six months ended June 30, 2023 and 2022, the Company recognized property management fees, call center fees and platform fees of $8.4 million and $7.9 million, respectively.

The Company also earns acquisition fees for properties acquired by the unconsolidated real estate ventures subsequent to the Initial 2016 JV Portfolio and the Initial 2018 JV Portfolio. These fees are based on a percentage of the gross capitalization of the acquired assets determined by the members of the 2016 Joint Venture and the 2018 Joint Venture, and are generally earned when the unconsolidated real estate ventures obtain title and control of an acquired property. During the three months ended June 30, 2023 and 2022, the Company recognized acquisition fees of $0 and $0.9 million, respectively and during the six months ended June 30, 2023 and 2022, the Company recognized acquisition fees of $0 and $1.1 million, respectively.

The Company provides or makes available tenant insurance or tenant warranty protection programs for tenants at its properties. For certain of the properties in the Company’s consolidated portfolio and unconsolidated real estate ventures, the Company provides such tenant insurance through the Company’s wholly-owned captive insurance company and a separate reinsurance company in which the Company has a partial ownership interest. With respect to properties in both of the Company’s unconsolidated real estate ventures, the Company receives 50% of all proceeds from tenant insurance and tenant warranty protection programs at each unconsolidated real estate venture property in exchange for facilitating the programs at those properties. During the three months ended June 30, 2023 and 2022, the Company recognized $4.3 million and $2.8 million, respectively, of revenue related to these activities and during the six months ended June 30, 2023 and 2022, the Company recognized $7.1 million and $5.2 million, respectively, of revenue related to these activities.

Gain on sale of self storage properties

The Company recognizes gains from disposition of facilities only upon closing in accordance with the guidance on sales of nonfinancial assets. Profit on real estate sold is recognized upon closing when all, or substantially all, of the promised consideration has been received and is nonrefundable and the Company has transferred control of the facilities to the purchaser.

Investments in Unconsolidated Real Estate Ventures

The Company’s investments in its unconsolidated real estate ventures are recorded under the equity method of accounting in the accompanying condensed consolidated financial statements. Under the equity method, the Company’s investments in unconsolidated real estate ventures are stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings (losses) is recognized based on the Company’s ownership interest in the earnings (losses) of the unconsolidated real estate ventures. The Company follows the "nature of the distribution approach" for classification of distributions from its unconsolidated real estate ventures in its condensed consolidated statements of cash flows. Under this approach, distributions are reported on the basis of the nature of the activity or activities that generated the distributions as either a return on investment, which are classified as operating cash flows, or a return of investment (e.g., proceeds from the unconsolidated real estate ventures' sale of assets) which are reported as investing cash flows.

Noncontrolling Interests

All of the limited partner equity interests ("OP equity") in the operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the operating partnership or its subsidiaries. In the condensed consolidated statements of operations, the Company allocates net income (loss) attributable to noncontrolling interests to arrive at net income (loss) attributable to National Storage Affiliates Trust.

For transactions that result in changes to the Company's ownership interest in its operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the condensed consolidated balance sheets.

Allocation of Net Income (Loss)

The distribution rights and priorities set forth in the operating partnership's LP Agreement differ from what is reflected by the underlying percentage ownership interests of the unitholders. Accordingly, the Company allocates GAAP income (loss) utilizing the hypothetical liquidation at book value ("HLBV") method, in which the Company allocates income or loss based on the change in each unitholders’ claim on the net assets of its operating partnership at period end after adjusting for any distributions or contributions made during such period. The HLBV method is commonly applied to equity investments where cash distribution percentages vary at different points in time and are not directly linked to an equity holder’s ownership percentage.

The HLBV method is a balance sheet-focused approach to income (loss) allocation. A calculation is prepared at each balance sheet date to determine the amount that unitholders would receive if the operating partnership were to liquidate all of its assets (at GAAP net book value) and distribute the resulting proceeds to its creditors and unitholders based on the contractually defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is used to derive each unitholder's share of the income (loss) for the period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership, and net income (loss) attributable to National Storage Affiliates Trust could be more or less net income than actual cash distributions received and more or less income or loss than what may be received in the event of an actual liquidation. Additionally, the HLBV method could result in net income (or net loss) attributable to National Storage Affiliates Trust during a period when the Company reports consolidated net loss (or net income), or net income (or net loss) attributable to National Storage Affiliates Trust in excess of the Company's consolidated net income (or net loss). The computations of basic and diluted earnings (loss) per share may be materially affected by these disproportionate income (loss) allocations, resulting in volatile fluctuations of basic and diluted earnings (loss) per share.

Other Comprehensive Income (Loss)

The Company has cash flow hedge derivative instruments that are measured at fair value with unrealized gains or losses recognized in other comprehensive income (loss) with a corresponding adjustment to accumulated other comprehensive income (loss) within equity, as discussed further in Note 12. Under the HLBV method of allocating income (loss) discussed above, a calculation is prepared at each balance sheet date by applying the HLBV method including, and excluding, the assets and liabilities resulting from the Company's cash flow hedge derivative instruments to determine comprehensive income (loss) attributable to National Storage Affiliates Trust. As a result of the distribution rights and priorities set forth in the operating partnership's LP Agreement, in any given period, other comprehensive income (loss) may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership and as compared to their respective allocation of net income (loss).

Cash and Cash Equivalents

The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents. From time to time, the Company maintains cash balances in financial institutions in excess of federally insured limits. We mitigate credit risk by placing cash and cash equivalents with major financial institutions. The Company has never experienced a loss that resulted from exceeding federally insured limits.

Restricted Cash

The Company's restricted cash consists of escrowed funds deposited with financial institutions resulting from property sales for which we elected to purchase replacement property in accordance with Section 1031 of the Code, for real estate taxes, insurance and other reserves for capital improvements in accordance with the Company's loan agreements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

Shareholders' Equity

At the Market ("ATM") Program

On February 27, 2019, the Company entered into a sales agreement with certain sales agents, pursuant to which the Company may sell from time to time up to an aggregate of $250.0 million of common shares of beneficial interest, $0.01 par value per share of the Company ("common shares") and 6.000% Series A cumulative redeemable Preferred Shares of beneficial interest ("Series A Preferred Shares") in sales deemed to be "at the market" offerings (the "sales agreement"). On May 19, 2021, the Company entered into an amendment to the sales agreement with certain sales agents, whereby the Company increased the aggregate gross sale price under the program to $400.0 million, which included $31.0 million of the remaining available offered shares. The sales agreement contemplates that, in addition to the issuance and sale by the Company of offered shares to or through the sale agents, the Company may enter into separate forward sale agreements with any forward purchaser. Forward sale agreements, if any, will include only the Company's common shares and will not include any Series A Preferred Shares. If the Company enters into a forward sale agreement with any forward purchaser, such forward purchaser will attempt to borrow from third parties and sell, through the related agent, acting as sales agent for such forward purchaser (each, a "forward seller"), offered shares, in an amount equal to the offered shares subject to such forward sale agreement, to hedge such forward purchaser’s exposure under such forward sale agreement. The Company may offer the common shares and Series A Preferred Shares through the agents, as the Company's sales agents, or, as applicable, as forward seller, or directly to the agents or forward sellers, acting as principals, by means of, among others, ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices.

During the six months ended June 30, 2023, the Company did not sell any shares through the ATM program. As of June 30, 2023, the Company had $169.1 million of capacity remaining under its ATM Program.

Common Share Repurchase Program

On July 11, 2022, the Company approved a share repurchase program authorizing, but not obligating, the repurchase of up to $400.0 million of the Company's common shares of beneficial interest from time to time. The timing, manner, price and amount of any repurchase transactions will be determined by the Company in its discretion and will be subject to share price, availability, trading volume and general market conditions. During the six months ended June 30, 2023 the Company repurchased 1,622,874 common shares for approximately $69.3 million.

Series B Preferred Shares

On March 15, 2023, the Company classified 7,000,000 of the Company's authorized but unissued preferred shares of beneficial interest as 6.000% Series B Cumulative Redeemable Preferred Shares ("Series B Preferred Shares"). The Series B Preferred Shares rank senior to the Company’s common shares of beneficial interest, and on parity with the Company’s 6.000% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (“Series A Preferred Shares”) and any future equity shares that the Company may later authorize or issue and that by their terms are on parity with the Series B Preferred Shares, and junior to any other class of the Company’s shares expressly designated as ranking senior to the Series B Preferred Shares. The Series B Preferred Shares have a per share liquidation preference of $25.00 per share and receive distributions at an annual rate of 6.000%. These distributions are payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on June 30, 2023. The first dividend was a pro rata dividend from and including March 16, 2023, to and including June 30, 2023. Generally, Series B Preferred Shares are not redeemable by the Company prior to September 15, 2043.

On March 16, 2023, the Company issued 5,668,128 Series B Preferred Shares for approximately $139.6 million, to shareholders of an affiliate of Personal Mini, in connection with the acquisition of a portfolio of 15 properties. As part of the acquisition transaction, the Company recorded a $26.1 million promissory note receivable from an affiliate of Personal Mini. Proceeds from the promissory note were used by the affiliate of Personal Mini to acquire $26.1 million of subordinated performance units. The promissory note bears interest at a rate equivalent to the dividends paid on 1,059,683 of the Series B Preferred Shares. As a result of these agreements, in accordance with GAAP, the $26.1 million promissory note receivable, interest income on the note receivable, $26.1 million of Series B Preferred Shares value, and dividends on such Series B Preferred Shares have been offset in the accompanying consolidated balance sheets, statements of operations, and statements of changes in equity, resulting in a net amount presented as proceeds from the issuance of Series B Preferred Shares of $113.3 million.

Noncontrolling Interests

All of the OP equity in the Company's operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the Company's operating partnership. NSA is the general partner of its operating partnership and is authorized to cause its operating partnership to issue additional partner interests, including OP units and subordinated performance units, at such prices and on such other terms as it determines in its sole discretion.

As of June 30, 2023 and December 31, 2022, units reflecting noncontrolling interests consisted of the following:

	June 30, 2023	December 31, 2022
Series A-1 preferred units	745,649	712,208
OP units	38,470,275	35,737,281
Subordinated performance units	7,686,387	8,154,524
LTIP units	814,826	728,890
DownREIT units
DownREIT OP units	2,120,491	1,924,918
DownREIT subordinated performance units	4,133,474	4,337,111
Total	53,971,102	51,594,932

Series A-1 Preferred Units

The 6.000% Series A-1 Cumulative Redeemable Preferred Units ("Series A-1 preferred units") rank senior to OP units and subordinated performance units in the Company's operating partnership with respect to distributions and liquidation. The Series A-1 preferred units have a stated value of $25.00 per unit and receive distributions at an annual rate of 6.000%. These distributions are cumulative. The Series A-1 preferred units are redeemable at the option of the holder after the first anniversary of the date of issuance, which redemption obligations may be satisfied at the Company’s option in cash in an amount equal to the market value of an equivalent number of the Series A Preferred Shares or the issuance of Series A Preferred Shares on a one-for-one basis, subject to adjustments. The Series A Preferred Shares are redeemable by the Company for a cash redemption price of $25.00 per share, plus accrued but unpaid dividends beginning in October 2022. The increase in Series A-1 preferred units outstanding from December 31, 2022 to June 30, 2023 was due to the issuance of 33,441 Series A-1 preferred units in connection with the termination of a lease and the contribution of the development rights for vacant land owned by the Company at one of the Company’s self storage facilities.

OP Units and DownREIT OP units

OP units in the Company's operating partnership are redeemable for cash or, at the Company's option, exchangeable for the Company's common shares on a one-for-one basis, and DownREIT OP units are redeemable for cash or, at the Company's option, exchangeable for OP units in its operating partnership on a one-for-one basis, subject to certain adjustments in each case. The holders of OP units are generally not entitled to elect redemption until one year after the issuance of the OP units. The holders of DownREIT OP units are generally not entitled to elect redemption until five years after the date of the contributor's initial contribution.

The increase in OP units outstanding from December 31, 2022 to June 30, 2023 was due to (i) 2,545,063 OP units issued upon the non-voluntary conversion of 926,623 subordinated performance units (as discussed further below) in connection with Move It's retirement, (ii) 481,811 OP units issued upon the voluntary conversion of 397,000 subordinated performance units, (iii) the conversion of 128,487 LTIP units into an equivalent number of OP units, partially offset by the redemption of 422,367 OP units for an equal number of common shares.

The increase in DownREIT OP units outstanding from December 31, 2022 to June 30, 2023 was due to 195,573 DownREIT OP units issued upon the voluntary conversion of 203,637 DownREIT subordinated performance units.

Subordinated Performance Units and DownREIT Subordinated Performance Units

Subordinated performance units may also, under certain circumstances, be convertible into OP units which are exchangeable for common shares as described above, and DownREIT subordinated performance units may, under certain circumstances, be exchangeable for subordinated performance units on a one-for-one basis. Subordinated performance units are only convertible into OP units after a two year lock-out period and then generally (i) at the holder’s election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. The holders of DownREIT subordinated performance units are generally not entitled to elect redemption until at least five years after the date of the contributor's initial contribution.

Following such lock-out period, a holder of subordinated performance units in the Company's operating partnership may elect a voluntary conversion one time each year on or prior to December 1st to convert a pre-determined portion of such subordinated performance units into OP units in the Company's operating partnership, with such conversion effective January 1st of the following year, with each subordinated performance unit being converted into the number of OP units determined by dividing the average cash available for distribution, or CAD, per unit on the series of specific subordinated performance units over the one-year period prior to conversion by 110% of the CAD per unit on the OP units determined over the same period. CAD per unit on the series of specific subordinated performance units and OP units is determined by the Company based generally upon the application of the provisions of the LP Agreement applicable to the distributions of operating cash flow and capital transactions proceeds.

The decrease in subordinated performance units outstanding from December 31, 2022 to June 30, 2023 was due to the conversion of 926,623 subordinated performance units into 2,545,063 OP units in connection with the retirement of Move It, and the voluntary conversion of 397,000 subordinated performance units into 481,811 OP units, partially offset by the issuance of 855,486 subordinated performance units for co-investment by the Company's PROs in connection with the acquisition of self storage properties.

The decrease in DownREIT subordinated performance units outstanding from December 31, 2022 to June 30, 2023 was due to the voluntary conversion of 203,637 DownREIT subordinated performance units into 195,573 DownREIT OP units.

LTIP Units

LTIP units are a special class of partnership interest in the Company's operating partnership that allow the holder to participate in the ordinary and liquidating distributions received by holders of the OP units (subject to the achievement of specified levels of profitability by the Company's operating partnership or the achievement of certain events). LTIP units may also, under certain circumstances, be convertible into OP units on a one-for-one basis, which are then exchangeable for common shares as described above.

The increase in LTIP units outstanding from December 31, 2022 to June 30, 2023 was due to issuance of 214,423 compensatory LTIP units to employees, net of forfeitures, partially offset by the conversion of 128,487 LTIP units into an equivalent number of OP units.

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SELF STORAGE PROPERTIES

6 Months Ended

Jun. 30, 2023

Real Estate [Abstract]

SELF STORAGE PROPERTIES

SELF STORAGE PROPERTIES

Self storage properties are summarized as follows (dollars in thousands):

	June 30, 2023		December 31, 2022
Land	$	1,147,189	$	1,111,326
Buildings and improvements	5,420,665		5,269,383
Furniture and equipment	11,313		10,863
Total self storage properties	6,579,167		6,391,572
Less accumulated depreciation	(877,707)		(772,661)
Self storage properties, net	$	5,701,460	$	5,618,911

Depreciation expense related to self storage properties amounted to $53.1 million and $47.8 million during the three months ended June 30, 2023 and 2022, respectively and $105.2 million and $94.5 million during the six months ended June 30, 2023 and 2022, respectively.

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

6 Months Ended

Jun. 30, 2023

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

2018 Joint Venture

As of June 30, 2023, the Company's unconsolidated real estate venture, formed in September 2018 with an affiliate of Heitman America Real Estate REIT LLC (the "2018 Joint Venture"), owned and operated a portfolio of 104 self storage properties containing approximately 7.8 million rentable square feet, configured in approximately 64,000 storage units and located across 17 states.

2016 Joint Venture

As of June 30, 2023, the Company's unconsolidated real estate venture, formed in September 2016 with a state pension fund advised by Heitman Capital Management LLC (the "2016 Joint Venture"), owned and operated a portfolio of 81 properties containing approximately 5.6 million rentable square feet, configured in approximately 47,000 storage units and located across 13 states.

The following table presents the combined condensed financial position of the Company's unconsolidated real estate ventures as of June 30, 2023 and December 31, 2022 (in thousands):

	June 30, 2023		December 31, 2022
ASSETS
Self storage properties, net	$	1,860,305	$	1,891,203
Other assets	38,464		36,873
Total assets	$	1,898,769	$	1,928,076
LIABILITIES AND EQUITY
Debt financing	$	1,002,762	$	1,002,301
Other liabilities	27,697		23,808
Equity	868,310		901,967
Total liabilities and equity	$	1,898,769	$	1,928,076

The following tables present the combined condensed operating information of the Company's unconsolidated real estate ventures for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three Months Ended June 30,
	2023		2022
Total revenue	$	53,685	$	53,601
Property operating expenses	15,113		14,335
Net operating income	38,572		39,266
Supervisory, administrative and other expenses	(3,561)		(3,540)
Depreciation and amortization	(17,260)		(17,298)
Interest expense	(10,419)		(10,416)
Acquisition and other income (expenses)	45		(233)
Net income	$	7,377	$	7,779

	Six Months Ended June 30,
	2023		2022
Total revenue	$	107,437	$	102,599
Property operating expenses	30,162		28,144
Net operating income	77,275		74,455
Supervisory, administrative and other expenses	(7,090)		(6,742)
Depreciation and amortization	(35,143)		(32,680)
Interest expense	(20,830)		(20,826)
Acquisition and other expenses	(187)		(507)
Net income	$	14,025	$	13,700

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ACQUISITIONS AND DISPOSITIONS

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS AND DISPOSITIONS

ACQUISITIONS AND DISPOSITIONS

Acquisitions

The Company acquired 16 self storage properties and two annexes to existing properties for $174.3 million during the six months ended June 30, 2023. Of these acquisitions, 16 self storage properties and one annex totaling $171.1 million were acquired by the Company from its PROs. The self storage property acquisitions were accounted for as asset acquisitions and accordingly, $1.1 million of transaction costs related to the acquisitions were capitalized as part of the basis of the acquired properties. The Company recognized the estimated fair value of the acquired assets and assumed liabilities on the respective dates of such acquisitions. The Company allocated the total purchase price to the estimated fair value of tangible and intangible assets acquired and liabilities assumed. The Company allocated a portion of the purchase price to identifiable intangible assets consisting of customer in-place leases which were recorded at an estimated value of $3.7 million, resulting in a total value of $170.6 million allocated to real estate.

The following table summarizes the investment in self storage property acquisitions completed by the Company during the six months ended June 30, 2023 (dollars in thousands):

Acquisitions Closed During the Three Months Ended:	Number of Properties	Summary of Investment
		Cash and Acquisition Costs		Value of Equity(1)		Other Liabilities		Total
March 31, 2023	16	$	9,920	$	150,531	$	85	$	160,536
June 30, 2023(2)	—	8,167		5,577		34		13,778
Total	16	$	18,087	$	156,108	$	119	$	174,314

(1)Value of equity represents the fair value of Series B Preferred Shares and subordinated performance units.

(2)During the three months ended June 30, 2023, the Company acquired two annexes to existing properties.

During the six months ended June 30, 2023, in connection with the retirement of Move It as a PRO as discussed in Note 1 and Note 3, the Company acquired Move It's rights to its asset management agreements, the Move It brand, and intellectual property for $4.7 million.

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OTHER ASSETS

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER ASSETS

OTHER ASSETS

Other assets consist of the following (dollars in thousands):

	June 30, 2023		December 31, 2022
Customer in-place leases, net of accumulated amortization of $6,561 and $5,004, respectively	$	3,437	$	5,090
Receivables:
Trade, net	13,283		13,120
PROs and other affiliates	6,769		4,175
Receivables from unconsolidated real estate ventures	7,146		5,375
Interest rate swaps	49,006		51,466
Prepaid expenses and other	13,972		26,156
Corporate furniture, equipment and other, net	2,307		1,534
Trade names	8,851		7,442
Management contracts, net of accumulated amortization of $6,083 and $5,398, respectively	14,743		12,113
Tenant reinsurance intangible, net of accumulated amortization of $3,143 and $2,466, respectively	32,922		21,575
Goodwill	8,182		8,182
Total	$	160,618	$	156,228

Amortization expense related to customer in-place leases amounted to $2.8 million and $9.3 million for the three months ended June 30, 2023 and 2022, respectively and $5.3 million and $20.0 million for the six months ended June 30, 2023 and 2022, respectively. Amortization expense related to management contracts amounted to $0.4 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively and $0.7 million and $0.4 million for the six months ended June 30, 2023 and 2022, respectively. Amortization expense related to the tenant reinsurance intangible amounted to $0.4 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively and $0.7 million and $0.5 million for the six months ended June 30, 2023 and 2022, respectively.

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DEBT FINANCING

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

DEBT FINANCING

DEBT FINANCING

The Company's outstanding debt as of June 30, 2023 and December 31, 2022 is summarized as follows (dollars in thousands):

	Interest Rate(1)		June 30, 2023		December 31, 2022
Credit Facility:
Revolving line of credit	6.45	%	$	550,000	$	496,000
Term loan A	—	%	—		125,000
Term loan B	3.26	%	275,000		250,000
Term loan C	3.21	%	325,000		225,000
Term loan D	2.92	%	275,000		175,000
Term loan E	4.92	%	130,000		125,000
2023 Term loan facility	—	%	—		175,000
2028 Term loan facility	4.62	%	75,000		75,000
April 2029 Term loan facility	4.27	%	100,000		100,000
June 2029 Term loan facility	5.37	%	285,000		285,000
2026 Senior Unsecured Notes	2.16	%	35,000		35,000
2028 Senior Unsecured Notes	5.75	%	120,000		—
2029 Senior Unsecured Notes	3.98	%	100,000		100,000
August 2030 Senior Unsecured Notes	2.99	%	150,000		150,000
November 2030 Senior Unsecured Notes	2.72	%	75,000		75,000
May 2031 Senior Unsecured Notes	3.00	%	90,000		90,000
August 2031 Senior Unsecured Notes	4.08	%	50,000		50,000
November 2031 Senior Unsecured Notes	2.81	%	175,000		175,000
August 2032 Senior Unsecured Notes	3.09	%	100,000		100,000
November 2032 Senior Unsecured Notes	5.06	%	200,000		200,000
May 2033 Senior Unsecured Notes	3.10	%	55,000		55,000
November 2033 Senior Unsecured Notes	2.96	%	125,000		125,000
2036 Senior Unsecured Notes	3.06	%	75,000		75,000
Fixed rate mortgages payable	3.82	%	285,075		299,570
Total principal			3,650,075		3,560,570
Unamortized debt issuance costs and debt premium, net			(10,528)		(9,391)
Total debt			$	3,639,547	$	3,551,179

(1)Represents the effective interest rate as of June 30, 2023. Effective interest rate incorporates the stated rate plus the impact of interest rate cash flow hedges and discount and premium amortization, if applicable. $25.0 million of Tranche B, $25.0 million of Tranche C, and $5.0 million of Tranche E are subject to variable interest rates, which is reflected in the effective interest rate. For the revolving line of credit, the effective interest rate excludes fees for unused borrowings.

On January 3, 2023, the Company's operating partnership, as borrower, certain of its subsidiaries, as subsidiary guarantors, and the Company entered into a third amended and restated credit agreement with a syndicated group of lenders which expanded the total borrowing capacity of its credit facility by $405.0 million to $1.955 billion with an expansion feature to expand the total borrowing capacity to $2.5 billion. The maturity date of the revolving line of credit (the "Revolver") is now January 2027, while the total borrowing capacity of the Revolver was increased to $950.0 million from $650.0 million. In connection with the credit facility recast, the $125.0 million tranche A term loan facility (the "Term Loan A") due January 2023 was eliminated by the Company, tranche B term loan facility (the "Term Loan B") increased from $250.0 million to $275.0 million, tranche C term loan facility (the "Term Loan C") increased from $225.0 million to $325.0 million, tranche D term loan facility (the "Term Loan D") increased from $175.0 million to $275.0 million, tranche E term loan facility (the "Term Loan E") increased from $125.0 million to $130.0 million, and the Company eliminated the $175.0 million term loan facility due in June 2023. In connection with the credit facility recast, effective January 3, 2023, all of our LIBOR-based interest rate swaps were converted into SOFR-based interest rate swaps.

As of June 30, 2023, the Company had outstanding letters of credit totaling $6.4 million and would have had the capacity to borrow remaining Revolver commitments of $393.6 million while remaining in compliance with the credit facility's financial covenants. At June 30, 2023, the Company was in compliance with all such covenants.

2028 Senior Unsecured Notes

On April 27, 2023, the operating partnership, as issuer, and the Company entered into a Note Purchase Agreement (the "April 2023 Note Purchase Agreement") which provides for the private placement of $120.0 million of 5.61% senior unsecured notes due July 5, 2028 (the "2028 Notes") to certain institutional investors. The 2028 Notes have an effective interest rate of 5.75% after taking into account the effect of interest rate swaps. On April 27, 2023, the operating partnership issued the 2028 Notes.

Future Debt Obligations

Based on existing debt agreements in effect as of June 30, 2023, the scheduled principal and maturity payments for the Company's outstanding borrowings are presented in the table below (in thousands):

Year Ending December 31,	Scheduled Principal and Maturity Payments		Amortization of Premium and Unamortized Debt Issuance Costs		Total
Remainder of 2023	$	62,318	$	(1,546)	$	60,772
2024	296,964		(2,892)		294,072
2025	327,185		(1,840)		325,345
2026	312,322		(1,534)		310,788
2027	637,369		(1,036)		636,333
2028	340,624		(826)		339,798
Thereafter	1,673,293		(854)		1,672,439
	$	3,650,075	$	(10,528)	$	3,639,547

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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2023 and 2022 (in thousands, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Earnings per common share - basic and diluted
Numerator
Net income	$	45,476	$	48,425	$	85,868	$	93,211
Net income attributable to noncontrolling interests	(16,028)		(23,387)		(27,461)		(42,945)
Net income attributable to National Storage Affiliates Trust	29,448		25,038		58,407		50,266
Distributions to preferred shareholders	(5,119)		(3,382)		(8,799)		(6,661)
Distributed and undistributed earnings allocated to participating securities	(13)		(14)		(31)		(28)
Net income attributable to common shareholders - basic and diluted	$	24,316	$	21,642	$	49,577	$	43,577
Denominator
Weighted average shares outstanding - basic and diluted	88,312		91,541		88,902		91,433
Earnings per share - basic and diluted	$	0.28	$	0.24	$	0.56	$	0.48

As discussed in Note 2, the Company allocates GAAP income utilizing the HLBV method, in which the Company allocates income or loss based on the change in each unitholders' claim on the net assets of its operating partnership at period end after adjusting for any distributions or contributions made during such period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to National Storage Affiliates Trust and noncontrolling interests, resulting in volatile fluctuations of basic and diluted earnings per share.

Outstanding equity interests of the Company's operating partnership and DownREIT partnerships are considered potential common shares for purposes of calculating diluted earnings per share as the unitholders may, through the exercise of redemption rights, obtain common shares, subject to various restrictions. Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by further adjusting for the dilutive impact using the treasury stock method for unvested LTIP units subject to a service condition outstanding during the period and the if-converted method for any convertible securities outstanding during the period.

Generally, following certain lock-out periods, OP units in the Company's operating partnership are redeemable for cash or, at the Company's option, exchangeable for common shares on a one-for-one basis, subject to certain adjustments and DownREIT OP units are redeemable for cash or, at the Company's option, exchangeable for OP units in its operating partnership on a one-for-one basis, subject to certain adjustments in each case.

LTIP units may also, under certain circumstances, be convertible into OP units on a one-for-one basis, which are then exchangeable for common shares as described above. Certain LTIP units vested prior to or upon the completion of the Company's initial public offering and certain LTIP units have vested upon the satisfaction of a service or market condition or will vest upon the satisfaction of future service and market conditions. Vested LTIP units and unvested LTIP units that vest based on a service or market condition are allocated income or loss in a similar manner as OP units. Unvested LTIP units subject to a service or market condition are evaluated for dilution using the treasury stock method. For the three and six months ended June 30, 2023, 501,311 unvested LTIP units that vest based on a service or market condition are excluded from the calculation of diluted earnings per share as they are not dilutive to earnings per share. For the three and six months ended June 30, 2023, 252,894 LTIP units that vest upon the future acquisition of properties are excluded from the calculation of diluted earnings per share because the contingency for the units to vest has not been attained as of the end of the reported period.

Subordinated performance units may also, under certain circumstances, be convertible into OP units which are exchangeable for common shares as described above, and DownREIT subordinated performance units may, under certain circumstances, be exchangeable for subordinated performance units on a one-for-one basis. Subordinated performance units are only convertible into OP units, after a two year lock-out period and then generally (i) at the holder’s election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. Although subordinated performance units may only be convertible after a two year lock-out period, the Company assumes a hypothetical conversion of each subordinated performance unit (including each DownREIT subordinated performance unit) into OP units (with subsequently assumed redemption into common shares) for the purposes of calculating diluted weighted average common shares. This hypothetical conversion is calculated using historical financial information, and as a result, is not necessarily indicative of the results of operations, cash flows or financial position of the Company upon expiration of the two-year lock out period on conversions.

For the three months ended June 30, 2023 and 2022, potential common shares totaling 59.8 million and 58.4 million, respectively, related to OP units, DownREIT OP units, subordinated performance units, DownREIT subordinated performance units and vested LTIP units have been excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share. For the six months ended June 30, 2023 and 2022, potential common shares totaling 59.5 million and 58.3 million, respectively, related to OP units, DownREIT OP units, subordinated performance units, DownREIT subordinated performance units and vested LTIP units have been excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share.

Participating securities, which consist of unvested restricted common shares, receive dividends equal to those received by common shares. The effect of participating securities for the periods presented above is calculated using the two-class method of allocating distributed and undistributed earnings.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2023

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Supervisory and Administrative Fees

For the self storage properties that are managed by the PROs, the Company has entered into asset management agreements with the PROs to provide leasing, operating, supervisory and administrative services. The asset management agreements generally provide for fees ranging from 5% to 6% of gross revenue for the managed self storage properties. During the three months ended June 30, 2023 and 2022, the Company incurred $5.4 million and $5.6 million, respectively, for supervisory and administrative fees to the PROs and during the six months ended June 30, 2023 and 2022, the Company incurred $10.6 million and $10.9 million, respectively, for supervisory and administrative fees to the PROs. Such fees are included in general and administrative expenses in the accompanying condensed consolidated statements of operations.

Payroll Services

For the self storage properties that are managed by the PROs, the employees responsible for operations are employees of the PROs who charge the Company for the costs associated with the respective employees. For the three months ended June 30, 2023 and 2022, the Company incurred $6.5 million and $7.1 million, respectively, for payroll and related costs reimbursable to these PROs and for the six months ended June 30, 2023 and 2022, the Company incurred $13.1 million and $14.1 million, respectively, for payroll and related costs reimbursable to these PROs. Such costs are included in property operating expenses in the accompanying condensed consolidated statements of operations.

Due Diligence Costs

During the three months ended June 30, 2023 and 2022, the Company incurred $0 and $0.2 million of expenses payable to certain PROs related to self storage property acquisitions sourced by the PROs and during the six months ended June 30, 2023 and 2022, the Company incurred $0 and $0.4 million, respectively, of expenses payable to certain PROs related to self storage property acquisitions sourced by the PROs. These expenses, which are based on the volume of transactions sourced by the PROs, are intended to reimburse the PROs for due diligence costs incurred in the sourcing and underwriting process. These due diligence costs are capitalized as part of the basis of the acquired self storage properties.

PRO Retirement

In connection with the retirement of Move It as a PRO as discussed in Note 1, Note 3, and Note 6, effective as of January 1, 2023, 926,623 Series MI subordinated performance units converted into 2,545,063 OP units as a non-voluntary conversion. Of these, (i) Mr. Nordhagen, our vice chairperson, received 448,047 OP units upon conversion of 163,128 Series MI subordinated performance units and (ii) Mr. Cramer, our president and chief executive officer, received 204,943 OP units upon the conversion of 74,617 Series MI subordinated performance units.

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COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIESLegal Proceedings The Company is subject to litigation, claims, and assessments that may arise in the ordinary course of its business activities. Such matters include contractual matters, employment related issues, and regulatory proceedings. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters will not have a material adverse effect on the Company's financial position, results of operations, or liquidity.

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The Company sometimes limits its exposure to interest rate fluctuations by entering into interest rate swap agreements. The interest rate swap agreements moderate the Company's exposure to interest rate risk by effectively converting the interest on variable rate debt to a fixed rate. The Company does not use derivatives for trading or speculative purposes. The Company measures its interest rate swap derivatives at fair value on a recurring basis. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged transaction affects earnings.

Information regarding the Company's interest rate swaps measured at fair value, which are classified within Level 2 of the GAAP fair value hierarchy, is presented below (dollars in thousands):

				Fair Value
	Number of Contracts	Notional Amount		Other Assets, net		Interest Rate Swap Liabilities
As of June 30, 2023
Interest Rate Swaps	17	$	1,410,000	$	49,006	$	—
As of December 31, 2022
Interest Rate Swaps	19	$	1,410,000	$	51,466	$	(483)

The following table presents the effect of our derivative instruments on our consolidated financial statements (dollars in thousands):

Fair value at December 31, 2021	$	(33,757)
Swap ineffectiveness	2
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss)	8,260
Unrealized gains on interest rate swaps included in accumulated other comprehensive income (loss)	53,169
Fair value at June 30, 2022	$	27,674
Fair value at December 31, 2022	$	50,983
(Gains) and losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss)	(17,250)
Unrealized and realized gains and (losses) on interest rate swaps and forward starting swaps included in accumulated other comprehensive income (loss)	15,273
Fair value at June 30, 2023	$	49,006

As of June 30, 2023 and December 31, 2022, the Company had outstanding interest rate swaps with aggregate current notional amounts of $1,410.0 million and $1,410.0 million, respectively, designated as cash flow hedges. As of June 30, 2023, the Company's swaps had a weighted average remaining term of approximately 3.0 years.

In connection with the issuance of fixed rate unsecured notes in the second quarter of 2023, we entered into $50.0 million of forward starting interest rate swaps on March 16, 2023, and a $25.0 million forward starting interest rate swap on March 24, 2023, locking the interest rate of compounded SOFR at 3.25% through April 5, 2023. These interest rate swaps have been designated as cash flow hedges. The realized loss of $1.6 million of the compounded SOFR swaps are included in unrealized and realized gains (loss) on derivative instruments in comprehensive income (loss) and will be reclassified into interest expense over 10 years, which is the term of anticipated unsecured fixed rate debt including any replacement debt thereof. Amounts reported in accumulated other comprehensive (loss) income will be reclassified into interest expense as interest payments are made on the anticipated debt.

The fair value of these swaps are presented as interest rate swap assets and liabilities in the Company's balance sheets, and the Company recognizes any changes in the fair value as an adjustment of accumulated other comprehensive income (loss) within equity. If the forward rates at June 30, 2023 remain constant, the Company estimates that during the next 12 months, the Company would reclassify into earnings approximately $34.1 million of the unrealized gains and losses included in accumulated other comprehensive income (loss).

There were no transfers between levels of the three-tier fair value measurement hierarchy during the six months ended June 30, 2023 and 2022. For financial assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including SOFR yield curves. The Company uses valuation techniques for Level 2 financial assets and liabilities which include SOFR yield curves at the reporting date as well as assessing counterparty credit risk. Counterparties to these contracts are highly rated financial institutions. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company's derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the counterparties. As of June 30, 2023, the Company determined that the effect of credit valuation adjustments on the overall valuation of its derivative positions are not significant to the overall valuation of its derivatives. Therefore, the Company has determined that its derivative valuations are appropriately classified in Level 2 of the fair value hierarchy.

Fair Value Disclosures

The carrying values of cash and cash equivalents, restricted cash, trade receivables, and accounts payable and accrued liabilities reflected in the balance sheets at June 30, 2023 and December 31, 2022, approximate fair value due to the short term nature of these financial assets and liabilities. The carrying value of variable rate debt financing reflected in the balance sheets at June 30, 2023 and December 31, 2022 approximates fair value as the changes in their associated interest rates reflect the current market and credit risk is similar to when the loans were originally obtained.

The fair values of fixed rate private placement notes and mortgages were estimated using the discounted estimated future cash payments to be made on such debt; the discount rates used approximated current market rates for loans, or groups of loans, with similar maturities and credit quality (categorized within Level 2 of the fair value hierarchy).

The following table presents the carrying value and estimated fair value of our fixed rate private placement notes and mortgages (dollars in thousands):

	Carrying Value(1)				Fair Value
	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
Liabilities
Private Placement Notes	$	1,350,000	$	1,230,000	$	1,121,077	$	1,014,153
Mortgage Notes	285,075		299,570		270,042		282,758

(1) Carrying value represents the principal balance outstanding

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Self Storage Property Acquisitions

Subsequent to June 30, 2023, the Company acquired one self storage property for approximately $17.8 million. Consideration for this acquisition included approximately $7.8 million of net cash and OP equity of approximately $9.9 million, consisting primarily of subordinated performance units.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net income attributable to National Storage Affiliates Trust	$ 29,448	$ 25,038	$ 58,407	$ 50,266

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Insider Trading Arrangements	6 Months Ended
	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying condensed consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("GAAP") and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the condensed consolidated financial statements have been included. The Company's results of operations for the quarterly and year to date periods are not necessarily indicative of the results to be expected for the full year or any other future period.

Principles of Consolidation

Principles of ConsolidationThe Company's financial statements include the accounts of its operating partnership and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities.

Variable Interest Entities

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity ("VIE"), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether the general partner controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates all entities that are VIEs and of which the Company is deemed to be the primary beneficiary. The Company has determined that its operating partnership is a VIE. The sole significant asset of National Storage Affiliates Trust is its investment in its operating partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of its operating partnership.

Revenue Recognition - Rental Revenue

Rental revenueRental revenue consists of space rentals and related fees. Management has determined that all of the Company's leases are operating leases. Substantially all leases may be terminated on a month-to-month basis and rental income is recognized ratably over the lease term using the straight-line method. Rents received in advance are deferred and recognized on a straight-line basis over the related lease term associated with the prepayment. Promotional discounts and other incentives are recognized as a reduction to rental income over the applicable lease term.

Revenue Recognition - Other Property-Related Revenue, Management Fees and Other Revenue

Other property-related revenue

Other property-related revenue primarily consists of ancillary revenues such as tenant insurance and/or tenant warranty protection-related access fees, sales of storage supplies and truck rentals which are recognized in the period earned.

The Company and certain of the Company’s PROs have tenant insurance and/or tenant warranty protection plan-related arrangements with insurance companies and the Company’s tenants. During the three months ended June 30, 2023 and 2022, the Company recognized $6.1 million and $4.9 million, respectively, of tenant insurance and tenant warranty protection plan revenues and during the six months ended June 30, 2023 and 2022, the Company recognized $11.6 million and $9.8 million, respectively, of tenant insurance and tenant warranty protection plan revenues.

The Company sells boxes, packing supplies, locks, other retail merchandise and rents moving trucks at its properties. During the three months ended June 30, 2023 and 2022, the Company recognized retail sales of $0.7 million and $0.7 million, respectively and during the six months ended June 30, 2023 and 2022, the Company recognized retail sales of $1.3 million and $1.3 million, respectively.

Management fees and other revenue

Management fees and other revenue consist of property management fees, platform fees, call center fees, acquisition fees, amounts related to the facilitation of tenant warranty protection or tenant insurance programs for certain stores in the Company's consolidated portfolio and unconsolidated real estate ventures, access fees associated with tenant insurance-related arrangements, and profit distributions from the Company's interest in a reinsurance company.

With respect to both the 2018 Joint Venture and the 2016 Joint Venture (as each is defined in Note 5), the Company provides supervisory and administrative property management services, centralized call center services, and technology platform and revenue management services to the properties in the unconsolidated real estate ventures. The property management fees are equal to 6% of monthly gross revenues and net sales revenues from the assets of the unconsolidated real estate ventures, and the platform fees are equal to $1,250 per month per unconsolidated real estate venture property. With respect to the 2016 Joint Venture only, the call center fee is equal to 1% of each of monthly gross revenues and net sales revenues from the 2016 Joint Venture properties. During the three months ended June 30, 2023 and 2022, the Company recognized property management fees, call center fees and platform fees of $4.2 million and $4.1 million, respectively and during the six months ended June 30, 2023 and 2022, the Company recognized property management fees, call center fees and platform fees of $8.4 million and $7.9 million, respectively.

The Company also earns acquisition fees for properties acquired by the unconsolidated real estate ventures subsequent to the Initial 2016 JV Portfolio and the Initial 2018 JV Portfolio. These fees are based on a percentage of the gross capitalization of the acquired assets determined by the members of the 2016 Joint Venture and the 2018 Joint Venture, and are generally earned when the unconsolidated real estate ventures obtain title and control of an acquired property. During the three months ended June 30, 2023 and 2022, the Company recognized acquisition fees of $0 and $0.9 million, respectively and during the six months ended June 30, 2023 and 2022, the Company recognized acquisition fees of $0 and $1.1 million, respectively.

The Company provides or makes available tenant insurance or tenant warranty protection programs for tenants at its properties. For certain of the properties in the Company’s consolidated portfolio and unconsolidated real estate ventures, the Company provides such tenant insurance through the Company’s wholly-owned captive insurance company and a separate reinsurance company in which the Company has a partial ownership interest. With respect to properties in both of the Company’s unconsolidated real estate ventures, the Company receives 50% of all proceeds from tenant insurance and tenant warranty protection programs at each unconsolidated real estate venture property in exchange for facilitating the programs at those properties. During the three months ended June 30, 2023 and 2022, the Company recognized $4.3 million and $2.8 million, respectively, of revenue related to these activities and during the six months ended June 30, 2023 and 2022, the Company recognized $7.1 million and $5.2 million, respectively, of revenue related to these activities.

Gain on Sale of Self Storage Properties

Gain on sale of self storage propertiesThe Company recognizes gains from disposition of facilities only upon closing in accordance with the guidance on sales of nonfinancial assets. Profit on real estate sold is recognized upon closing when all, or substantially all, of the promised consideration has been received and is nonrefundable and the Company has transferred control of the facilities to the purchaser.

Investments in Unconsolidated Real Estate Ventures

Investments in Unconsolidated Real Estate Ventures

The Company’s investments in its unconsolidated real estate ventures are recorded under the equity method of accounting in the accompanying condensed consolidated financial statements. Under the equity method, the Company’s investments in unconsolidated real estate ventures are stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings (losses) is recognized based on the Company’s ownership interest in the earnings (losses) of the unconsolidated real estate ventures. The Company follows the "nature of the distribution approach" for classification of distributions from its unconsolidated real estate ventures in its condensed consolidated statements of cash flows. Under this approach, distributions are reported on the basis of the nature of the activity or activities that generated the distributions as either a return on investment, which are classified as operating cash flows, or a return of investment (e.g., proceeds from the unconsolidated real estate ventures' sale of assets) which are reported as investing cash flows.

Noncontrolling Interests

Noncontrolling Interests

All of the limited partner equity interests ("OP equity") in the operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the operating partnership or its subsidiaries. In the condensed consolidated statements of operations, the Company allocates net income (loss) attributable to noncontrolling interests to arrive at net income (loss) attributable to National Storage Affiliates Trust.

For transactions that result in changes to the Company's ownership interest in its operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the condensed consolidated balance sheets.

Allocation of Net Income (Loss)

Allocation of Net Income (Loss)

The distribution rights and priorities set forth in the operating partnership's LP Agreement differ from what is reflected by the underlying percentage ownership interests of the unitholders. Accordingly, the Company allocates GAAP income (loss) utilizing the hypothetical liquidation at book value ("HLBV") method, in which the Company allocates income or loss based on the change in each unitholders’ claim on the net assets of its operating partnership at period end after adjusting for any distributions or contributions made during such period. The HLBV method is commonly applied to equity investments where cash distribution percentages vary at different points in time and are not directly linked to an equity holder’s ownership percentage.

The HLBV method is a balance sheet-focused approach to income (loss) allocation. A calculation is prepared at each balance sheet date to determine the amount that unitholders would receive if the operating partnership were to liquidate all of its assets (at GAAP net book value) and distribute the resulting proceeds to its creditors and unitholders based on the contractually defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is used to derive each unitholder's share of the income (loss) for the period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership, and net income (loss) attributable to National Storage Affiliates Trust could be more or less net income than actual cash distributions received and more or less income or loss than what may be received in the event of an actual liquidation. Additionally, the HLBV method could result in net income (or net loss) attributable to National Storage Affiliates Trust during a period when the Company reports consolidated net loss (or net income), or net income (or net loss) attributable to National Storage Affiliates Trust in excess of the Company's consolidated net income (or net loss). The computations of basic and diluted earnings (loss) per share may be materially affected by these disproportionate income (loss) allocations, resulting in volatile fluctuations of basic and diluted earnings (loss) per share.

Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss)The Company has cash flow hedge derivative instruments that are measured at fair value with unrealized gains or losses recognized in other comprehensive income (loss) with a corresponding adjustment to accumulated other comprehensive income (loss) within equity, as discussed further in Note 12. Under the HLBV method of allocating income (loss) discussed above, a calculation is prepared at each balance sheet date by applying the HLBV method including, and excluding, the assets and liabilities resulting from the Company's cash flow hedge derivative instruments to determine comprehensive income (loss) attributable to National Storage Affiliates Trust. As a result of the distribution rights and priorities set forth in the operating partnership's LP Agreement, in any given period, other comprehensive income (loss) may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership and as compared to their respective allocation of net income (loss).

Restricted Cash

Cash and Cash Equivalents

The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents. From time to time, the Company maintains cash balances in financial institutions in excess of federally insured limits. We mitigate credit risk by placing cash and cash equivalents with major financial institutions. The Company has never experienced a loss that resulted from exceeding federally insured limits.

Restricted Cash

The Company's restricted cash consists of escrowed funds deposited with financial institutions resulting from property sales for which we elected to purchase replacement property in accordance with Section 1031 of the Code, for real estate taxes, insurance and other reserves for capital improvements in accordance with the Company's loan agreements.

Use of Estimates

Use of EstimatesThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS (Tables)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Schedule of noncontrolling interests

As of June 30, 2023 and December 31, 2022, units reflecting noncontrolling interests consisted of the following:

	June 30, 2023	December 31, 2022
Series A-1 preferred units	745,649	712,208
OP units	38,470,275	35,737,281
Subordinated performance units	7,686,387	8,154,524
LTIP units	814,826	728,890
DownREIT units
DownREIT OP units	2,120,491	1,924,918
DownREIT subordinated performance units	4,133,474	4,337,111
Total	53,971,102	51,594,932

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SELF STORAGE PROPERTIES (Tables)

6 Months Ended

Jun. 30, 2023

Real Estate [Abstract]

Schedule of self storage properties

Self storage properties are summarized as follows (dollars in thousands):

	June 30, 2023		December 31, 2022
Land	$	1,147,189	$	1,111,326
Buildings and improvements	5,420,665		5,269,383
Furniture and equipment	11,313		10,863
Total self storage properties	6,579,167		6,391,572
Less accumulated depreciation	(877,707)		(772,661)
Self storage properties, net	$	5,701,460	$	5,618,911

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES (Tables)

6 Months Ended

Jun. 30, 2023

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Condensed Financial Information of Unconsolidated Real Estate Ventures

The following table presents the combined condensed financial position of the Company's unconsolidated real estate ventures as of June 30, 2023 and December 31, 2022 (in thousands):

	June 30, 2023		December 31, 2022
ASSETS
Self storage properties, net	$	1,860,305	$	1,891,203
Other assets	38,464		36,873
Total assets	$	1,898,769	$	1,928,076
LIABILITIES AND EQUITY
Debt financing	$	1,002,762	$	1,002,301
Other liabilities	27,697		23,808
Equity	868,310		901,967
Total liabilities and equity	$	1,898,769	$	1,928,076

The following tables present the combined condensed operating information of the Company's unconsolidated real estate ventures for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three Months Ended June 30,
	2023		2022
Total revenue	$	53,685	$	53,601
Property operating expenses	15,113		14,335
Net operating income	38,572		39,266
Supervisory, administrative and other expenses	(3,561)		(3,540)
Depreciation and amortization	(17,260)		(17,298)
Interest expense	(10,419)		(10,416)
Acquisition and other income (expenses)	45		(233)
Net income	$	7,377	$	7,779

	Six Months Ended June 30,
	2023		2022
Total revenue	$	107,437	$	102,599
Property operating expenses	30,162		28,144
Net operating income	77,275		74,455
Supervisory, administrative and other expenses	(7,090)		(6,742)
Depreciation and amortization	(35,143)		(32,680)
Interest expense	(20,830)		(20,826)
Acquisition and other expenses	(187)		(507)
Net income	$	14,025	$	13,700

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ACQUISITIONS AND DISPOSITIONS (Tables)

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Summary of Self Storage Property Acquisitions

The following table summarizes the investment in self storage property acquisitions completed by the Company during the six months ended June 30, 2023 (dollars in thousands):

Acquisitions Closed During the Three Months Ended:	Number of Properties	Summary of Investment
		Cash and Acquisition Costs		Value of Equity(1)		Other Liabilities		Total
March 31, 2023	16	$	9,920	$	150,531	$	85	$	160,536
June 30, 2023(2)	—	8,167		5,577		34		13,778
Total	16	$	18,087	$	156,108	$	119	$	174,314

(1)Value of equity represents the fair value of Series B Preferred Shares and subordinated performance units.

(2)During the three months ended June 30, 2023, the Company acquired two annexes to existing properties.

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OTHER ASSETS (Tables)

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Assets

Other assets consist of the following (dollars in thousands):

	June 30, 2023		December 31, 2022
Customer in-place leases, net of accumulated amortization of $6,561 and $5,004, respectively	$	3,437	$	5,090
Receivables:
Trade, net	13,283		13,120
PROs and other affiliates	6,769		4,175
Receivables from unconsolidated real estate ventures	7,146		5,375
Interest rate swaps	49,006		51,466
Prepaid expenses and other	13,972		26,156
Corporate furniture, equipment and other, net	2,307		1,534
Trade names	8,851		7,442
Management contracts, net of accumulated amortization of $6,083 and $5,398, respectively	14,743		12,113
Tenant reinsurance intangible, net of accumulated amortization of $3,143 and $2,466, respectively	32,922		21,575
Goodwill	8,182		8,182
Total	$	160,618	$	156,228

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DEBT FINANCING (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Debt

The Company's outstanding debt as of June 30, 2023 and December 31, 2022 is summarized as follows (dollars in thousands):

	Interest Rate(1)		June 30, 2023		December 31, 2022
Credit Facility:
Revolving line of credit	6.45	%	$	550,000	$	496,000
Term loan A	—	%	—		125,000
Term loan B	3.26	%	275,000		250,000
Term loan C	3.21	%	325,000		225,000
Term loan D	2.92	%	275,000		175,000
Term loan E	4.92	%	130,000		125,000
2023 Term loan facility	—	%	—		175,000
2028 Term loan facility	4.62	%	75,000		75,000
April 2029 Term loan facility	4.27	%	100,000		100,000
June 2029 Term loan facility	5.37	%	285,000		285,000
2026 Senior Unsecured Notes	2.16	%	35,000		35,000
2028 Senior Unsecured Notes	5.75	%	120,000		—
2029 Senior Unsecured Notes	3.98	%	100,000		100,000
August 2030 Senior Unsecured Notes	2.99	%	150,000		150,000
November 2030 Senior Unsecured Notes	2.72	%	75,000		75,000
May 2031 Senior Unsecured Notes	3.00	%	90,000		90,000
August 2031 Senior Unsecured Notes	4.08	%	50,000		50,000
November 2031 Senior Unsecured Notes	2.81	%	175,000		175,000
August 2032 Senior Unsecured Notes	3.09	%	100,000		100,000
November 2032 Senior Unsecured Notes	5.06	%	200,000		200,000
May 2033 Senior Unsecured Notes	3.10	%	55,000		55,000
November 2033 Senior Unsecured Notes	2.96	%	125,000		125,000
2036 Senior Unsecured Notes	3.06	%	75,000		75,000
Fixed rate mortgages payable	3.82	%	285,075		299,570
Total principal			3,650,075		3,560,570
Unamortized debt issuance costs and debt premium, net			(10,528)		(9,391)
Total debt			$	3,639,547	$	3,551,179

(1)Represents the effective interest rate as of June 30, 2023. Effective interest rate incorporates the stated rate plus the impact of interest rate cash flow hedges and discount and premium amortization, if applicable. $25.0 million of Tranche B, $25.0 million of Tranche C, and $5.0 million of Tranche E are subject to variable interest rates, which is reflected in the effective interest rate. For the revolving line of credit, the effective interest rate excludes fees for unused borrowings.

Schedule of Future Debt Maturities

Based on existing debt agreements in effect as of June 30, 2023, the scheduled principal and maturity payments for the Company's outstanding borrowings are presented in the table below (in thousands):

Year Ending December 31,	Scheduled Principal and Maturity Payments		Amortization of Premium and Unamortized Debt Issuance Costs		Total
Remainder of 2023	$	62,318	$	(1,546)	$	60,772
2024	296,964		(2,892)		294,072
2025	327,185		(1,840)		325,345
2026	312,322		(1,534)		310,788
2027	637,369		(1,036)		636,333
2028	340,624		(826)		339,798
Thereafter	1,673,293		(854)		1,672,439
	$	3,650,075	$	(10,528)	$	3,639,547

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of the Computation of Basic and Diluted Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2023 and 2022 (in thousands, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Earnings per common share - basic and diluted
Numerator
Net income	$	45,476	$	48,425	$	85,868	$	93,211
Net income attributable to noncontrolling interests	(16,028)		(23,387)		(27,461)		(42,945)
Net income attributable to National Storage Affiliates Trust	29,448		25,038		58,407		50,266
Distributions to preferred shareholders	(5,119)		(3,382)		(8,799)		(6,661)
Distributed and undistributed earnings allocated to participating securities	(13)		(14)		(31)		(28)
Net income attributable to common shareholders - basic and diluted	$	24,316	$	21,642	$	49,577	$	43,577
Denominator
Weighted average shares outstanding - basic and diluted	88,312		91,541		88,902		91,433
Earnings per share - basic and diluted	$	0.28	$	0.24	$	0.56	$	0.48

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Interest Rate Swap Derivatives Measured at Fair Value

Information regarding the Company's interest rate swaps measured at fair value, which are classified within Level 2 of the GAAP fair value hierarchy, is presented below (dollars in thousands):

				Fair Value
	Number of Contracts	Notional Amount		Other Assets, net		Interest Rate Swap Liabilities
As of June 30, 2023
Interest Rate Swaps	17	$	1,410,000	$	49,006	$	—
As of December 31, 2022
Interest Rate Swaps	19	$	1,410,000	$	51,466	$	(483)

The following table presents the effect of our derivative instruments on our consolidated financial statements (dollars in thousands):

Fair value at December 31, 2021	$	(33,757)
Swap ineffectiveness	2
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss)	8,260
Unrealized gains on interest rate swaps included in accumulated other comprehensive income (loss)	53,169
Fair value at June 30, 2022	$	27,674
Fair value at December 31, 2022	$	50,983
(Gains) and losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss)	(17,250)
Unrealized and realized gains and (losses) on interest rate swaps and forward starting swaps included in accumulated other comprehensive income (loss)	15,273
Fair value at June 30, 2023	$	49,006

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

The following table presents the carrying value and estimated fair value of our fixed rate private placement notes and mortgages (dollars in thousands):

	Carrying Value(1)				Fair Value
	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
Liabilities
Private Placement Notes	$	1,350,000	$	1,230,000	$	1,121,077	$	1,014,153
Mortgage Notes	285,075		299,570		270,042		282,758

(1) Carrying value represents the principal balance outstanding

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ORGANIZATION AND NATURE OF OPERATIONS (Details) storage_unit in Thousands, ft² in Millions	6 Months Ended
	Jun. 30, 2023 ft² storage_unit property state metropolitan_statistical_area	Jan. 01, 2023 property
Schedule of Equity Method Investments [Line Items]
Number of top metropolitan statistical areas for focus of operations | metropolitan_statistical_area	100
Number of self storage properties	1,117
Number of states in which self storage properties are located | state	42
Total rentable square feet in self storage properties | ft²	72.8
Number of storage units | storage_unit	573
Self storage properties	603
Self storage properties, remaining	329
2018 Joint Venture
Schedule of Equity Method Investments [Line Items]
Company's equity interest in unconsolidated real estate ventures (percent)	25.00%
2016 Joint Venture
Schedule of Equity Method Investments [Line Items]
Company's equity interest in unconsolidated real estate ventures (percent)	25.00%
Joint venture
Schedule of Equity Method Investments [Line Items]
Number of self storage properties		72
Consolidated properties
Schedule of Equity Method Investments [Line Items]
Number of self storage properties	932
Number of states in which self storage properties are located | state	39
Total rentable square feet in self storage properties | ft²	59.4
Number of storage units | storage_unit	462
Unconsolidated properties | Joint venture
Schedule of Equity Method Investments [Line Items]
Number of self storage properties	185
Number of states in which self storage properties are located | state	21
Total rentable square feet in self storage properties | ft²	13.5
Number of storage units | storage_unit	111

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) property partnership	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) property partnership	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Variable Interest Entity [Line Items]
Number of self storage properties | property	1,117		1,117
Net book value of real estate owned	$ 5,701,460		$ 5,701,460		$ 5,618,911
Carrying value of fixed rate mortgages	3,650,075		3,650,075		3,560,570
Tenant Insurance and Tenant Warranty Protection Plan Revenues
Variable Interest Entity [Line Items]
Revenue	6,100	$ 4,900	11,600	$ 9,800
Fixed rate mortgages payable | Fixed rate mortgages payable
Variable Interest Entity [Line Items]
Carrying value of fixed rate mortgages	$ 285,075		$ 285,075		299,570
VIE, Primary Beneficiary
Variable Interest Entity [Line Items]
Number of partnerships considered to be VIEs | partnership	22		22
Number of self storage properties | property	48		48
Net book value of real estate owned	$ 409,000		$ 409,000		412,900
VIE, Primary Beneficiary | Fixed rate mortgages payable | Fixed rate mortgages payable
Variable Interest Entity [Line Items]
Carrying value of fixed rate mortgages	$ 188,700		$ 188,700		$ 188,700

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) property	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) property	Jun. 30, 2022 USD ($)
Disaggregation of Revenue [Line Items]
Unconsolidated real estate ventures | property	1,117		1,117
Tenant Insurance and Tenant Warranty Protection Plan Revenues
Disaggregation of Revenue [Line Items]
Revenue	$ 6,100,000	$ 4,900,000	$ 11,600,000	$ 9,800,000
Retail Products and Supplies
Disaggregation of Revenue [Line Items]
Revenue	700,000	700,000	1,300,000	1,300,000
Property Management, Call Center, and Platform Fees
Disaggregation of Revenue [Line Items]
Revenue	4,200,000	4,100,000	$ 8,400,000	7,900,000
Property management fees as percent of monthly gross revenues and net sales revenue of unconsolidated real estate venture assets			6.00%
Platform fees per unconsolidated real estate venture property per month			$ 1,250
Call center fees as percent of monthly gross revenues and net sales revenue of unconsolidated real estate venture assets			1.00%
Acquisition Fees
Disaggregation of Revenue [Line Items]
Revenue	0	900,000	$ 0	1,100,000
Tenant Warranty Protection or Tenant Insurance
Disaggregation of Revenue [Line Items]
Revenue	$ 4,300,000	$ 2,800,000	$ 7,100,000	$ 5,200,000
Percent of total warranty protection plan proceeds received per unconsolidated real estate venture property	50.00%

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SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS - Narrative (Details) $ / shares in Units, $ in Millions				3 Months Ended				6 Months Ended
	Mar. 16, 2023 USD ($) property shares	Mar. 15, 2023 shares	Feb. 27, 2019 USD ($) $ / shares	Jun. 30, 2023 USD ($) property $ / shares shares	Mar. 31, 2023 shares	Jun. 30, 2022 shares	Mar. 31, 2022 shares	Jun. 30, 2023 USD ($) property $ / shares shares	Dec. 31, 2022 $ / shares	Jul. 11, 2022 USD ($)	May 19, 2021 USD ($)
Class of Stock [Line Items]
Common shares of beneficial interest, par value (in dollars per share) | $ / shares			$ 0.01	$ 0.01				$ 0.01	$ 0.01
Authorized amount | $										$ 400.0
Repurchase of common shares (in shares)								1,622,874,000
Stock repurchased | $								$ 69.3
Number of self storage properties | property				1,117				1,117
Common Shares
Class of Stock [Line Items]
Repurchase of common shares (in shares)					1,622,874
Redemptions/conversions of units (in shares)				354,936	67,431	294,573	258,477
Series A Preferred Shares | NSA OP, LP
Class of Stock [Line Items]
Preferred share/unit dividend rate (percent)		6.00%
Series B Preferred Shares
Class of Stock [Line Items]
Shares tied to promissory note (in shares)	1,059,683
Series B Preferred Shares | Personal Mini
Class of Stock [Line Items]
Series B preferred shares | $	$ 139.6
Number of self storage properties | property	15
Financing Receivable, after Allowance for Credit Loss | $	$ 26.1
Series B preferred shares value | $	26.1
Proceeds from issuance of preferred stock | $	$ 113.3
Issuance of shares/units (in shares)	5,668,128
Series B Preferred Shares | NSA OP, LP
Class of Stock [Line Items]
Preferred share/unit dividend rate (percent)		6.00%
Preferred shares of beneficial interest, authorized (in shares)		7,000,000
Preferred units stated value (in dollars per share) | $ / shares				$ 25.00				$ 25.00
OP units | NSA OP, LP
Class of Stock [Line Items]
Unit conversion ratio				1				1
Issuance of shares/units (in shares)								2,545,063
OP units | NSA OP, LP | Common Shares
Class of Stock [Line Items]
Redemptions/conversions of units (in shares)								422,367
OP units | NSA OP, LP | Northwest Retirement
Class of Stock [Line Items]
Issuance of shares/units (in shares)								481,811
OP units | NSA OP, LP | Retirement of Northwest
Class of Stock [Line Items]
Issuance of shares/units (in shares)								2,545,063
OP units | DownREIT Partnership
Class of Stock [Line Items]
Unit conversion ratio				1
Issuance of shares/units (in shares)								195,573
Subordinated performance units
Class of Stock [Line Items]
Time frame prior to conversion for conversion metric (in years)								1 year
Percentage of cash available for distribution used in conversion ratio calculation								110.00%
Subordinated performance units | NSA OP, LP
Class of Stock [Line Items]
Issuance of shares/units, non-voluntary (in shares)								926,623
Redemptions/conversions of units (in shares)								926,623
Unit conversion, lock out period (in years)								2 years
Subordinated performance units | NSA OP, LP | Northwest Retirement
Class of Stock [Line Items]
Redemptions/conversions of units (in shares)								397,000
Subordinated performance units | NSA OP, LP | Retirement of Northwest
Class of Stock [Line Items]
Issuance of shares/units (in shares)								855,486
Subordinated performance units | Personal Mini Affiliate | Personal Mini
Class of Stock [Line Items]
Payments to acquire interest in subsidiaries and affiliates | $	$ 26.1
LTIP units | NSA OP, LP
Class of Stock [Line Items]
Unit conversion ratio				1
Issuance of shares/units (in shares)								214,423
Conversion of units (in shares)								128,487
Series A-1 preferred units | NSA OP, LP
Class of Stock [Line Items]
Preferred share/unit dividend rate (percent)								6.00%
Unit conversion ratio								1
Issuance of series A-1 preferred units (in shares)								33,441
DownREIT Subordinated Performance Performance Units | NSA OP, LP
Class of Stock [Line Items]
Conversion of stock (in shares)								203,637
Prior Sales Agreement
Class of Stock [Line Items]
Value of common and preferred shares authorized under ATM program | $			$ 250.0
Preferred share/unit dividend rate (percent)			6.00%
At The Market Program
Class of Stock [Line Items]
Value of common and preferred shares authorized under ATM program | $											$ 400.0
Value of remaining available offered shares | $				$ 169.1				$ 169.1			$ 31.0
Series A preferred shares | NSA OP, LP
Class of Stock [Line Items]
Preferred units cash redemption price (in dollars per share) | $ / shares				$ 25.00				$ 25.00

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SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS - Equity Interests (Details) - shares	Jun. 30, 2023	Dec. 31, 2022
Partnership Subsidiaries
Noncontrolling Interest [Line Items]
Outstanding equity interest (in shares)	53,971,102	51,594,932
Series A-1 preferred units | NSA OP, LP
Noncontrolling Interest [Line Items]
Outstanding equity interest (in shares)	745,649	712,208
OP units | NSA OP, LP
Noncontrolling Interest [Line Items]
Outstanding equity interest (in shares)	38,470,275	35,737,281
OP units | DownREIT Partnership
Noncontrolling Interest [Line Items]
Outstanding equity interest (in shares)	2,120,491	1,924,918
Subordinated performance units | NSA OP, LP
Noncontrolling Interest [Line Items]
Outstanding equity interest (in shares)	7,686,387	8,154,524
Subordinated performance units | DownREIT Partnership
Noncontrolling Interest [Line Items]
Outstanding equity interest (in shares)	4,133,474	4,337,111
LTIP units | NSA OP, LP
Noncontrolling Interest [Line Items]
Outstanding equity interest (in shares)	814,826	728,890

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SELF STORAGE PROPERTIES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Real Estate [Abstract]
Land	$ 1,147,189		$ 1,147,189		$ 1,111,326
Buildings and improvements	5,420,665		5,420,665		5,269,383
Furniture and equipment	11,313		11,313		10,863
Total self storage properties	6,579,167		6,579,167		6,391,572
Less accumulated depreciation	(877,707)		(877,707)		(772,661)
Self storage properties, net	5,701,460		5,701,460		$ 5,618,911
Depreciation expense related to self storage properties	$ 53,100	$ 47,800	$ 105,200	$ 94,500

XML

INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Narrative (Details) storage_unit in Thousands, ft² in Millions	Jun. 30, 2023 ft² storage_unit property state	Jan. 01, 2023 property
Schedule of Equity Method Investments [Line Items]
Number of self storage properties	1,117
Rentable square feet in self storage properties | ft²	72.8
Number of storage units | storage_unit	573
Number of states in which self storage properties are located | state	42
Joint venture
Schedule of Equity Method Investments [Line Items]
Number of self storage properties		72
Unconsolidated properties | Joint venture
Schedule of Equity Method Investments [Line Items]
Number of self storage properties	185
Rentable square feet in self storage properties | ft²	13.5
Number of storage units | storage_unit	111
Number of states in which self storage properties are located | state	21
Unconsolidated properties | Joint venture | 2018 Joint Venture
Schedule of Equity Method Investments [Line Items]
Number of self storage properties	104
Rentable square feet in self storage properties | ft²	7.8
Number of storage units | storage_unit	64
Number of states in which self storage properties are located | state	17
Unconsolidated properties | Joint venture | 2016 Joint Venture
Schedule of Equity Method Investments [Line Items]
Number of self storage properties	81
Rentable square feet in self storage properties | ft²	5.6
Number of storage units | storage_unit	47
Number of states in which self storage properties are located | state	13

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Condensed Financial Position (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
ASSETS
Self storage properties, net	$ 5,701,460		$ 5,618,911
Other assets	160,618		156,228
Total assets	6,161,391		6,070,007
LIABILITIES AND EQUITY
Debt financing	3,639,547		3,551,179
Equity	2,384,401	$ 2,405,074	2,389,014	$ 2,501,313	$ 2,510,044	$ 2,482,455
Total liabilities and equity	6,161,391		6,070,007
Joint venture | Unconsolidated real estate ventures
ASSETS
Self storage properties, net	1,860,305		1,891,203
Other assets	38,464		36,873
Total assets	1,898,769		1,928,076
LIABILITIES AND EQUITY
Debt financing	1,002,762		1,002,301
Other liabilities	27,697		23,808
Equity	868,310		901,967
Total liabilities and equity	$ 1,898,769		$ 1,928,076

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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Condensed Operating Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Total revenue	$ 215,511	$ 198,890	$ 423,504	$ 386,074
Property operating expenses	57,094	53,188	113,577	102,546
Depreciation and amortization	(56,705)	(57,891)	(112,163)	(115,963)
Interest expense	(39,693)	(24,448)	(77,641)	(47,095)
Acquisition costs	(239)	(682)	(1,083)	(1,235)
Net income attributable to National Storage Affiliates Trust	29,448	25,038	58,407	50,266
Joint venture | Unconsolidated real estate ventures
Related Party Transaction [Line Items]
Total revenue	53,685	53,601	107,437	102,599
Property operating expenses	15,113	14,335	30,162	28,144
Net operating income	38,572	39,266	77,275	74,455
Supervisory, administrative and other expenses	(3,561)	(3,540)	(7,090)	(6,742)
Depreciation and amortization	(17,260)	(17,298)	(35,143)	(32,680)
Interest expense	(10,419)	(10,416)	(20,830)	(20,826)
Acquisition costs	45	(233)	(187)	(507)
Net income attributable to National Storage Affiliates Trust	$ 7,377	$ 7,779	$ 14,025	$ 13,700

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ACQUISITIONS AND DISPOSITIONS - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) property	Mar. 31, 2023 USD ($) property	Jun. 30, 2023 USD ($) property
Asset Acquisition [Line Items]
Number of properties acquired | property	0	16	16
Number of annexes acquired | property	2		2
Estimated fair value of net assets acquired			$ 174,300
Consideration in acquisition transaction	$ 13,778	$ 160,536	174,314
Acquisition-related costs capitalized			1,100
Real estate
Asset Acquisition [Line Items]
Recognized fair value allocated to real estate			170,600
Customer in-place leases
Asset Acquisition [Line Items]
Recognized fair value allocated to intangible assets			3,700
Northwest's Right to Property Management Contracts, Brand, Intellectual Property, Certain Tangible Assets
Asset Acquisition [Line Items]
Estimated fair value of net assets acquired			$ 4,700
Asset Acquired From PROs
Asset Acquisition [Line Items]
Number of properties acquired | property			16
Number of annexes acquired | property			1
Consideration in acquisition transaction			$ 171,100

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ACQUISITIONS AND DISPOSITIONS - Summary of Acquisitions (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) property	Mar. 31, 2023 USD ($) property	Jun. 30, 2023 USD ($) property
Asset Acquisitions During Period
Number of Properties | property	0	16	16
Cash and Acquisition Costs	$ 8,167	$ 9,920	$ 18,087
Value of equity	5,577	150,531	156,108
Other Liabilities	34	85	119
Total	$ 13,778	$ 160,536	$ 174,314

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OTHER ASSETS - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Receivables:
Trade, net	$ 13,283	$ 13,120
Interest rate swaps	49,006	51,466
Prepaid expenses and other	13,972	26,156
Corporate furniture, equipment and other, net	2,307	1,534
Goodwill	8,182	8,182
Total	160,618	156,228
Related Party
Receivables:
Trade, net	6,769	4,175
Receivables from unconsolidated real estate ventures	7,146	5,375
Customer in-place leases
Other Assets
Intangibles	3,437	5,090
Accumulated amortization	6,561	5,004
Management contract
Other Assets
Intangibles	14,743	12,113
Accumulated amortization	6,083	5,398
Tenant reinsurance intangible
Other Assets
Intangibles	32,922	21,575
Accumulated amortization	3,143	2,466
Trade names
Receivables:
Trade names	$ 8,851	$ 7,442

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OTHER ASSETS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Customer in-place leases
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 2.8	$ 9.3	$ 5.3	$ 20.0
Management contract
Finite-Lived Intangible Assets [Line Items]
Amortization expense	0.4	0.2	0.7	0.4
Tenant reinsurance intangible
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 0.4	$ 0.2	$ 0.7	$ 0.5

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DEBT FINANCING - Debt Summary (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Principal amount	$ 3,650,075	$ 3,560,570
Unamortized debt issuance costs and debt premium, net	(10,528)	(9,391)
Total debt	$ 3,639,547	3,551,179
Revolving line of credit | Revolving line of credit | Credit Facility
Debt Instrument [Line Items]
Interest rate (percent)	6.45%
Principal amount	$ 550,000	496,000
Unsecured debt | 2023 Term loan facility
Debt Instrument [Line Items]
Interest rate (percent)	0.00%
Principal amount	$ 0	175,000
Unsecured debt | 2028 Term loan facility
Debt Instrument [Line Items]
Interest rate (percent)	4.62%
Principal amount	$ 75,000	75,000
Unsecured debt | April 2029 Term loan facility
Debt Instrument [Line Items]
Interest rate (percent)	4.27%
Principal amount	$ 100,000	100,000
Unsecured debt | June 2029 Term loan facility
Debt Instrument [Line Items]
Interest rate (percent)	5.37%
Principal amount	$ 285,000	285,000
Unsecured debt | 2026 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate (percent)	2.16%
Principal amount	$ 35,000	35,000
Unsecured debt | 2028 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate (percent)	5.75%
Principal amount	$ 120,000	0
Unsecured debt | 2029 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate (percent)	3.98%
Principal amount	$ 100,000	100,000
Unsecured debt | August 2030 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate (percent)	2.99%
Principal amount	$ 150,000	150,000
Unsecured debt | November 2030 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate (percent)	2.72%
Principal amount	$ 75,000	75,000
Unsecured debt | May 2031 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate (percent)	3.00%
Principal amount	$ 90,000	90,000
Unsecured debt | August 2031 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate (percent)	4.08%
Principal amount	$ 50,000	50,000
Unsecured debt | November 2031 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate (percent)	2.81%
Principal amount	$ 175,000	175,000
Unsecured debt | August 2032 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate (percent)	3.09%
Principal amount	$ 100,000	100,000
Unsecured debt | November 2032 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate (percent)	5.06%
Principal amount	$ 200,000	200,000
Unsecured debt | May 2033 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate (percent)	3.10%
Principal amount	$ 55,000	55,000
Unsecured debt | November 2033 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate (percent)	2.96%
Principal amount	$ 125,000	125,000
Unsecured debt | 2036 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate (percent)	3.06%
Principal amount	$ 75,000	75,000
Unsecured debt | Term loan A | Credit Facility
Debt Instrument [Line Items]
Interest rate (percent)	0.00%
Principal amount	$ 0	125,000
Unsecured debt | Term loan B | Credit Facility
Debt Instrument [Line Items]
Interest rate (percent)	3.26%
Principal amount	$ 275,000	250,000
Loans payable with variable rates of interest	$ 25,000
Unsecured debt | Term loan C | Credit Facility
Debt Instrument [Line Items]
Interest rate (percent)	3.21%
Principal amount	$ 325,000	225,000
Loans payable with variable rates of interest	$ 25,000
Unsecured debt | Term loan D | Credit Facility
Debt Instrument [Line Items]
Interest rate (percent)	2.92%
Principal amount	$ 275,000	175,000
Unsecured debt | Term loan E | Credit Facility
Debt Instrument [Line Items]
Interest rate (percent)	4.92%
Principal amount	$ 130,000	125,000
Loans payable with variable rates of interest	$ 5,000
Fixed rate mortgages payable | Fixed rate mortgages payable
Debt Instrument [Line Items]
Interest rate (percent)	3.82%
Principal amount	$ 285,075	$ 299,570

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DEBT FINANCING - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2023	Jan. 03, 2023	Jan. 02, 2023	Dec. 31, 2022
Revolving line of credit | Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 1,955.0	$ 405.0
Borrowing capacity expansion		2,500.0
Unsecured debt | 2023 Term loan facility
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 175.0
Unsecured debt | 2028 Senior Unsecured Notes
Debt Instrument [Line Items]
Debt instrument, face amount	$ 120.0
Interest rate (percent)	5.61%
Effective interest rate (percent)	5.75%
Revolving line of credit | Revolving line of credit | Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		950.0		650.0
Revolving line of credit remaining borrowing capacity	$ 393.6
Effective interest rate (percent)	6.45%
Term loan A | Unsecured debt | Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		125.0
Effective interest rate (percent)	0.00%
Term loan B | Unsecured debt | Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		275.0	$ 250.0
Effective interest rate (percent)	3.26%
Term loan C | Unsecured debt | Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		325.0		225.0
Effective interest rate (percent)	3.21%
Term loan D | Unsecured debt | Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		275.0		175.0
Effective interest rate (percent)	2.92%
Term loan E | Unsecured debt | Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 130.0		$ 125.0
Effective interest rate (percent)	4.92%
Letter of credit | Revolving line of credit | Credit Facility
Debt Instrument [Line Items]
Letters of credit outstanding	$ 6.4

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DEBT FINANCING - Future Debt Obligations (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Scheduled Principal and Maturity Payments
Remainder of 2023	$ 62,318
2024	296,964
2025	327,185
2026	312,322
2027	637,369
2028	340,624
Thereafter	1,673,293
Total principal	3,650,075	$ 3,560,570
Amortization of Premium and Unamortized Debt Issuance Costs
Remainder of 2023	(1,546)
2024	(2,892)
2025	(1,840)
2026	(1,534)
2027	(1,036)
2028	(826)
Thereafter	(854)
Total amortization of premium and unamortized debt issuance costs	(10,528)
Total
Remainder of 2023	60,772
2024	294,072
2025	325,345
2026	310,788
2027	636,333
2028	339,798
Thereafter	1,672,439
Total debt	$ 3,639,547	$ 3,551,179

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EARNINGS PER SHARE - Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator
Net income	$ 45,476	$ 40,392	$ 48,425	$ 44,786	$ 85,868	$ 93,211
Net income attributable to noncontrolling interests	(16,028)		(23,387)		(27,461)	(42,945)
Net income attributable to National Storage Affiliates Trust	29,448		25,038		58,407	50,266
Distributions to preferred shareholders	(5,119)		(3,382)		(8,799)	(6,661)
Distributed and undistributed earnings allocated to participating securities	(13)		(14)		(31)	(28)
Net income attributable to common shareholders, diluted	24,316		21,642		49,577	43,577
Net income attributable to common shareholders, basic	$ 24,316		$ 21,642		$ 49,577	$ 43,577
Weighted average shares outstanding - diluted (in shares)	88,312		91,541		88,902	91,433
Denominator
Weighted average shares outstanding - basic (in shares)	88,312		91,541		88,902	91,433
Earnings (loss) per share - basic (in dollars per share)	$ 0.28		$ 0.24		$ 0.56	$ 0.48
Earnings (loss) per share - diluted (in dollars per share)	$ 0.28		$ 0.24		$ 0.56	$ 0.48

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EARNINGS PER SHARE - Narrative (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023 shares	Jun. 30, 2022 shares	Jun. 30, 2023 shares	Jun. 30, 2022 shares
NSA OP, LP And DownREIT Partnership | Subordinated performance units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Unit conversion ratio	1
Minimum conversion period (in years)	2 years
NSA OP, LP | OP units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Unit conversion ratio	1		1
NSA OP, LP | LTIP units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Unit conversion ratio	1
DownREIT Partnership | OP units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Unit conversion ratio	1
LTIP units with vesting based on service or market condition
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Equity interests excluded from computation of diluted earnings per share (in shares)	501,311
LTIP units with vesting based on future acquisitions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Equity interests excluded from computation of diluted earnings per share (in shares)	252,894
OP units, DownREIT OP units, Subordinated performance units, DownREIT subordinated performance units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Equity interests excluded from computation of diluted earnings per share (in shares)	59,800,000	58,400,000	59,500,000	58,300,000

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RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Jan. 01, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Payroll and related costs reimbursed to the PROs by the Company		$ 57,094	$ 53,188	$ 113,577	$ 102,546
Series MI
Related Party Transaction [Line Items]
Issuance of shares, net of offering costs (in shares)	926,623
OP Units
Related Party Transaction [Line Items]
Conversion of units (in shares)	2,545,063
Affiliated entity | Mr. Nordhagen | Series MI
Related Party Transaction [Line Items]
Conversion of units (in shares)	163,128
Affiliated entity | Mr. Nordhagen | OP Units
Related Party Transaction [Line Items]
Conversion of units (in shares)	448,047
Affiliated entity | Mr. Cramer | Series MI
Related Party Transaction [Line Items]
Conversion of units (in shares)	74,617
Affiliated entity | Mr. Cramer | OP Units
Related Party Transaction [Line Items]
Conversion of units (in shares)	204,943
Supervisory and Administrative Fee Agreement | Affiliate | Participating Regional Operator (PRO)
Related Party Transaction [Line Items]
Selling, General and Administrative Expense		5,400	5,600	10,600	10,900
Payroll Services | Management | Participating Regional Operator (PRO)
Related Party Transaction [Line Items]
Payroll and related costs reimbursed to the PROs by the Company		6,500	7,100	13,100	14,100
Due Diligence Costs | Management | Participating Regional Operator (PRO)
Related Party Transaction [Line Items]
Operating Costs and Expenses				$ 0	$ 400
Due Diligence Costs | Affiliated entity | Participating Regional Operator (PRO)
Related Party Transaction [Line Items]
Operating Costs and Expenses		$ 0	$ 200
Minimum | Supervisory and Administrative Fee Agreement | Management | Participating Regional Operator (PRO)
Related Party Transaction [Line Items]
Supervisory and administrative fee agreement of gross revenue, percent				5.00%
Maximum | Supervisory and Administrative Fee Agreement | Management | Participating Regional Operator (PRO)
Related Party Transaction [Line Items]
Supervisory and administrative fee agreement of gross revenue, percent				6.00%

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FAIR VALUE MEASUREMENTS - Interest Swap Derivatives (Details) - Interest Rate Swap - Designated as Hedging Instrument $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) property	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) property
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of Contracts | property	17		19
Notional Amount	$ 1,410,000		$ 1,410,000
Fair value, other assets, net	49,006		51,466
Fair value, interest rate swap liabilities	0		$ (483)
Level 2
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis [Roll Forward]
Fair value at beginning of period	50,983	$ (33,757)
Swap ineffectiveness		2
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss)	(17,250)	8,260
Unrealized gains on interest rate swaps included in accumulated other comprehensive income (loss)	15,273	53,169
Fair value of end of period	$ 49,006	$ 27,674

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FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
	Mar. 24, 2023	Jun. 30, 2023	Jun. 30, 2023	Mar. 16, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Unrealized losses		$ 34,100	$ 34,100
Designated as Hedging Instrument | Interest Rate Swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notional amount		1,410,000	$ 1,410,000		$ 1,410,000
Weighted average remaining term			3 years
Designated as Hedging Instrument | Forward Starting Swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notional amount	$ 25,000			$ 50,000
Realized loss on derivative instrument		$ 1,600
Derivative term (in years)	10 years
Designated as Hedging Instrument | Forward Starting Swaps | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate				3.25%

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FAIR VALUE MEASUREMENTS - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Notes	$ 1,350,000	$ 1,230,000
Mortgage Notes	285,075	299,570
Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Notes	1,121,077	1,014,153
Mortgage Notes	$ 270,042	$ 282,758

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SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Aug. 08, 2023	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023
Subsequent Event [Line Items]
Consideration in acquisition transaction		$ 13,778	$ 160,536	$ 174,314
Acquisition, cash		8,167	9,920	18,087
Value of equity		$ 5,577	$ 150,531	$ 156,108
Subsequent Event | Self Storage Property Acquisition
Subsequent Event [Line Items]
Consideration in acquisition transaction	$ 17,800
Acquisition, cash	7,800
Value of equity	$ 9,900