8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

—————————

FORM 8-K

—————————

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2023

National Storage Affiliates Trust

(Exact name of registrant as specified in its charter)

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

8400 East Prentice Avenue, 9th Floor

Greenwood Village, Colorado 80111

(Address of principal executive offices)

(720) 630-2600

(Registrant's telephone number, including area code)

—————————

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Shares of Beneficial Interest, $0.01 par value per share	NSA	New York Stock Exchange
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share	NSA Pr A	New York Stock Exchange
Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share	NSA Pr B	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

—————————

ITEM 3.02.        Unregistered Sales of Equity Securities.  

The information in Item 8.01 below is incorporated into this Item 3.02 by reference.

ITEM 8.01.        Other Events.  

On September 26, 2023, NSA OP, LP, a Delaware limited partnership, (the "Operating Partnership") of National Storage Affiliates Trust (the "Company") issued 287,337 6.000% Series A-1 cumulative redeemable preferred units of limited partnership interest in the Operating Partnership ("Series A-1 Preferred Units") as partial consideration for the acquisition of one self storage property from one of the Company's participating regional operators.

Following a specified lock-up period after the respective dates of issuance set forth above, the Series A-1 Preferred Units issued by the Operating Partnership may be redeemed from time to time by holders for a cash amount per Series A-1 Preferred Unit, equal to the market value of an equivalent number of 6.000% Series A cumulative redeemable preferred shares of beneficial interest of the Company ("Series A Preferred 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 Series A Preferred Share in exchange for each Series A-1 Preferred Unit tendered for redemption. The Company has elected to report early the private placement of its Series A Preferred Shares that may occur if the Company elects to assume the redemption obligation of the Operating Partnership as described above in the event that Series A-1 Preferred Units are in the future tendered for redemption.

As of September 28, 2023, after reflecting the transaction described herein, 1,032,986 Series A-1 Preferred Units were issued and outstanding.

The issuance described above was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

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 hereunto duly authorized.

NATIONAL STORAGE AFFILIATES TRUST
By:	/s/ David G. Cramer
	David G. Cramer
	President and Chief Executive Officer

Date: September 28, 2023

XML

Document and Entity Information Document	Sep. 26, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 26, 2023
Entity Registrant Name	National Storage Affiliates Trust
Entity Central Index Key	0001618563
Amendment Flag	false
Entity Incorporation, State or Country Code	MD
Entity File Number	001-37351
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	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
Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share
Entity Information [Line Items]
Title of 12(b) Security	Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share
Trading Symbol	NSA Pr B
Security Exchange Name	NYSE