National Storage Affiliates Trust (NSA)

CIK: 0001618563. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-26.

SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1618563. Latest filing source: 0001628280-26-012248.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001618563.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001618563.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-030519.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-05. Report date: 2026-03-31.

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, tariff policies, the debt and lending markets or the general economy;

•our business and investment strategy;

•the risks associated with our ability to consummate the Mergers with Public Storage and the timing and closing of the Mergers including, among other things, the ability of the Company to obtain equity holder approval required to consummate the Mergers, the satisfaction or waiver of other conditions to closing in the Merger Agreement, unanticipated difficulties or expenditures relating to the Mergers, potential difficulties in employee retention as a result of the Mergers, the occurrence of any event, change or other circumstances that could give rise to the termination of the Mergers and the outcome of legal proceedings that may be instituted related to the Mergers;

•the acquisition or disposition of properties and other investments, including those under contract, and the ability of our investments to achieve underwritten return expectations and our ability to execute on our investment pipeline;

•the timing of acquisitions or dispositions;

•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, regulations, tax laws and rates (and related accounting guidance), and the execution and impact of these actions, initiatives, policies, regulations and laws;

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

•the impact of a shutdown of the U.S. federal government;

•economic trends and economic recoveries, including the level of housing sales that may impact demand;

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

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

•impacts from major public health events, including unfavorable changes to economic conditions that could adversely affect occupancy levels, rental rates, expenses and the ability of our tenants to pay rent;

•changes in the value of our assets;

•projected capital expenditures;

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

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•the implementation of our technology programs and artificial intelligence initiatives (including our ability to effectively implement our integrated Internet marketing strategy or adopt advancements in information technology);

•changes in interest rates, the degree to which our hedging strategies may or may not protect us from interest rate volatility and the impact of such changes on the economy and our industry;

•our ability to continue to qualify and maintain our qualification as a real estate investment trust for U.S. federal income tax purposes ("REIT");

•availability of qualified personnel;

•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;

•risks related to or a consequence of natural disasters or acts of violence, major public health events, active shooters, terrorism, insurrection or war that affect the markets in which we operate;

•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, 2025, 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.

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Our vice chairperson of the board of trustees and former chairperson of the board of trustees and 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, which we refer to as our former PRO structure. Although the PRO structure contributed significantly to our growth over the last decade, the internalization of the PRO structure, which occurred on July 1, 2024, was always a part of our long term vision. Over time, largely through our unconsolidated real estate ventures, retirement of PROs and the internalization of our PRO structure, we have developed a full service internally-staffed property management platform.

Our Structure

Through our property management platform, we direct, manage and control the day-to-day operations and affairs of our consolidated properties and our unconsolidated real estate ventures. As of March 31, 2026, our property management platform managed and controlled the majority of our 799 consolidated properties and all 262 of our unconsolidated real estate venture properties. The properties are primarily managed by us under the brands of iStorage, Move It, Northwest, RightSpace, SecurCare and Southern.

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.

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 we believe 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.

As of March 31, 2026, we owned a geographically diversified portfolio of 799 self storage properties located in 33 states and Puerto Rico, comprising approximately 51.1 million rentable square feet, configured in approximately 402,000 storage units.

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 262 properties, to present a potential acquisition opportunity. This 75% third-party share of gross real estate assets is approximately $2.1 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.

2024 Joint Venture

As of March 31, 2026, the 2024 Joint Venture, in which we have a 25% ownership interest, owned and operated 56 self storage properties containing approximately 3.2 million rentable square feet, configured in approximately 24,000 storage units and located across seven states.

2023 Joint Venture

As of March 31, 2026, the 2023 Joint Venture, in which we have a 25% ownership interest, owned and operated 21 self storage properties containing approximately 1.4 million rentable square feet, configured in approximately 9,000 storage units and located across five states.

2018 Joint Venture

As of March 31, 2026, the 2018 Joint Venture, in which we have a 25% ownership interest, owned and operated 104 self storage properties containing approximately 7.9 million rentable square feet, configured in approximately 65,000 storage units and located across 17 states.

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2016 Joint Venture

As of March 31, 2026, the 2016 Joint Venture, in which we have a 25% ownership interest, owned and operated 81 self storage properties containing approximately 5.7 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 and disposition activity. We acquired one self storage property and disposed of three self storage properties during the three months ended March 31, 2026. During the year ended December 31, 2025, we acquired four self storage properties and two annexes to existing properties and disposed of 15 self storage properties. As a result of these and oth

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-26. Report date: 2025-12-31.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the financial statements and notes thereto included in Item 8. "Financial Statements and Supplementary Data" as well as Item 1. "Business," Item 1A. "Risk Factors," and Item 2. "Properties," respectively, in this Annual Report on Form 10-K.

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 MSAs throughout the United States.

Our vice chairperson of the board of trustees and former chairperson of the board of trustees and 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, which we refer to as our former PRO structure. Although the PRO structure contributed significantly to our growth over the last decade, the internalization of the PRO structure, which occurred on July 1, 2024, was always a part of our long term vision. Over time, largely through our unconsolidated real estate ventures, retirement of PROs and the internalization of our PRO structure, we have developed a full service internally-staffed property management platform.

Our Structure

Through our property management platform, we direct, manage and control the day-to-day operations and affairs of our consolidated properties and our unconsolidated real estate ventures. As of December 31, 2025, our property management platform managed and controlled substantially all of our 801 consolidated properties and 262 of our unconsolidated real estate venture properties. The properties are primarily managed by us under the brands of iStorage, Move It, Northwest, RightSpace, SecurCare and Southern.

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.

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 maintain an active acquisition pipeline that we expect will continue to drive our future growth.

As of December 31, 2025, we owned a geographically diversified portfolio of 801 self storage properties, located in 33 states and Puerto Rico, comprising approximately 51.1 million rentable square feet, configured in approximately 403,000 storage units.

Our Unconsolidated Real Estate Ventures

We seek to opportunistically partner with institutional funds and other institutional investors and other third parties to acquire attractive portfolios which may utilize a promoted return structure. We believe there is significant opportunity for continued external growth by partnering with institutional investors or other third parties seeking to deploy capital in the self storage industry.

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2024 Joint Venture

As of December 31, 2025, our 2024 Joint Venture, in which we have a 25% ownership interest, owned and operated 56 self storage properties containing approximately 3.2 million rentable square feet, configured in approximately 24,000 storage units and located across seven states.

2023 Joint Venture

As of December 31, 2025, our 2023 Joint Venture, in which we have a 25% ownership interest, owned and operated 21 self storage properties containing approximately 1.4 million rentable square feet, configured in approximately 9,000 storage units and located across five states.

2018 Joint Venture

As of December 31, 2025, our 2018 Joint Venture, in which we have a 25% ownership interest, owned and operated 104 self storage properties containing approximately 7.9 million rentable square feet, configured in approximately 65,000 storage units and located across 17 states.

2016 Joint Venture

As of December 31, 2025, our 2016 Joint Venture, in which we have a 25% ownership interest, owned and operated 81 properties containing approximately 5.7 million rentable square feet, configured in approximately 47,000 storage units and located across 13 states.

IRE Investment

As of December 31, 2025, we had entered into an agreement with an affiliate of Investment Real Estate Management, LLC (the "IRE Member") to form a new venture to acquire self storage properties (the "IRE Investment"), whereby we committed to provide 75% of the equity capital, up to a maximum of $105.0 million in cash in exchange for preferred equity, and the IRE Member committed to provide 25% of the equity capital, up to a maximum of $35.0 million in cash in exchange for common equity. An affiliate of the IRE Member will serve as the manager of the IRE Investment and will manage the day-to-day operations of the self storage properties. As of December 31, 2025 the IRE Investment did not own any self storage properties.

Results of Operations

When reviewing our results of operations it is important to consider the timing of acquisition and disposition activity. We acquired four self storage properties, two annexes to existing properties and disposed of 15 self storage properties to unaffiliated third parties during the year ended December 31, 2025. During the year ended December 31, 2024, we contributed 56 self storage properties to the 2024 Joint Venture, sold an additional 40 self storage properties and acquired seven self storage properties. 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 for the year ended December 31, 2025 compared to the year ended December 31, 2024 should be read in conjunction with the accompanying consolidated financial statements included in Item 8. The discussion and analysis of the results of our operations and financial condition for the year ended December 31, 2024 compared to the year ended December 31, 2023, can be found in Part II, "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025.

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 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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Year Ended December 31, 2025 compared to the Year Ended December 31, 2024

Overview

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 year ended December 31, 2025 compared to the year ended December 31, 2024 (dollars in thousands):

Year Ended December 31,

2025

2024

Change

Rental revenue

$

678,489 

$

700,247 

$

(21,758)

Other property-related revenue

25,911 

27,362 

(1,451)

Management fees and other revenue

48,529 

42,726 

5,803 

Total revenue

752,929 

770,335 

(17,406)

Property operating expenses

217,546 

211,852 

5,694 

General and administrative expenses

51,130 

57,606 

(6,476)

Depreciation and amortization

189,320 

189,855 

(535)

Other

16,291 

13,866 

2,425 

Total operating expenses

474,287 

473,179 

1,108 

Other (expense) income

Interest expense

(162,445)

(154,260)

(8,185)

Loss on early extinguishment of debt

— 

(323)

323 

Equity in (losses) earnings of unconsolidated real estate ventures

(7,327)

(16,075)

8,748 

Acquisition and integration costs

(6,721)

(3,616)

(3,105)

Non-operating income (expense)

934 

314 

620 

Gain on sale of self storage properties

16,293 

63,841 

(47,548)

Other expense, net

(159,266)

(110,119)

(49,147)

Income before taxes

119,376 

187,037 

(67,661)

Income tax expense

(3,102)

(3,767)

665 

Net income

116,274 

183,270 

(66,996)

Net income attributable to noncontrolling interests

(42,490)

(71,752)

29,262 

Net income attributable to National Storage Affiliates Trust

73,784 

111,518 

(37,734)

Distributions to preferred shareholders

(20,462)

(20,445)

(17)

Net income attributed to common shareholders

$

53,322 

$

91,073 

$

(37,751)

Total Revenue

Our total revenue, including management fees and other revenue, decreased by $17.4 million, or 2.3%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This decrease was primarily attributable to a decrease in total portfolio average occupancy from 85.6% for the year ended December 31, 2024 to 83.8% for the year ended December 31, 2025. The decrease in total revenue was also attributable to the sale of 55 self storage properties to unaffiliated third parties between January 1, 2024 and December 31, 2025, and the contribution of 56 self storage properties to the 2024 Joint Venture during the three months ended March 31, 2024. 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 decreased by $21.8 million, or 3.1%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease in rental revenue was primarily attributable to (i) a decrease in total portfolio average occupancy from 85.6% for the year ended December 31, 2024 to 83.8% for the year ended December 31, 2025, (ii) the sale of 55 self storage properties to unaffiliated third parties between January 1, 2024 and December 31, 2025, and (iii) the contribution of 56 self storage properties to the 2024 Joint Venture during the three months ended March 31, 2024. 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 $15.61, for the year ended December 31, 2024 to $15.63, or 0.1%, for the year ended December 31, 2025.

Other Property-Related Revenue

Other property-related revenue represents ancillary income from our self storage properties, such as tenant insurance-related access fees and sales of storage supplies. Other property-related revenue decreased by $1.5 million, or 5.3%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This decrease primarily resulted from a decrease in ancillary income due to the disposition of properties between January 1, 2024 and December 31, 2025.

Management Fees and Other Revenue

Management fees and other revenue, which includes revenue related to managing and operating the unconsolidated real estate ventures and other revenue from our tenant insurance programs, increased $5.8 million, or 13.6%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. This increase was primarily attributable to an increase in tenant insurance activity upon our acquisition of certain rights related to certain former PROs' tenant insurance-related programs as part of the internalization of the PRO structure during the year ended December 31, 2024.

Property Operating Expenses

Property operating expenses increased by $5.7 million, or 2.7%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase in property operating expenses was primarily attributable to increases in marketing, repairs and maintenance, and property tax expense, partially offset by decreases in property operating expenses resulting from the sale of 55 self storage properties to unaffiliated third parties between January 1, 2024 and December 31, 2025, and the contribution of 56 self storage properties to the 2024 Joint Venture in the three months ended March 31, 2024.

General and Administrative Expenses

General and administrative expenses decreased by $6.5 million, or 11.2%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. This result was primarily attributable to a decrease in management fees following the internalization of the PRO structure during the year ended December 31, 2024.

Depreciation and Amortization

Depreciation and amortization decreased $0.5 million, or 0.3%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. This decrease was primarily attributable to a decrease in self storage property related depreciation, partially offset by an increase in amortization expense related to intangible assets.

Other

Other expenses increased $2.4 million, or 17.5%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. This increase was primarily attributable to increases in administrative costs relating to our tenant insurance programs, due to an increase in related activity upon our acquisition of certain rights related to certain former PROs' tenant insurance-related programs as part of the internalization of the PRO structure during the year ended December 31, 2024.

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Interest Expense

Interest expense increased $8.2 million, or 5.3%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase in interest expense was primarily attributable to interest rate swaps that matured in August 2024 and February 2025. The maturity of these swaps, which effectively fixed SOFR at a lower rate than the prevailing market rate, resulted in an increase in the amount of debt subject to variable interest rates (excluding variable-rate debt subject to interest rate swaps) outstanding from $223.3 million, as of December 31, 2024, to $405.9 million as of December 31, 2025.

Loss on Early Extinguishment of Debt

Loss on early extinguishment of debt decreased $0.3 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. During the year ended December 31, 2024, in connection with the early repayment of Term Loan C, we expensed $0.3 million of unamortized debt issuance costs.

Equity In (Losses) Earnings Of Unconsolidated Real Estate Ventures

Equity in (losses) earnings of unconsolidated real estate ventures represents our share of earnings and losses incurred through our 25% ownership interests in the 2024 Joint Venture, 2023 Joint Venture, 2018 Joint Venture and the 2016 Joint Venture. During the year ended December 31, 2025, we recorded $7.3 million of equity in losses from our unconsolidated real estate ventures compared to $16.1 million in losses for the year ended December 31, 2024. The decrease was primarily attributable to the non-cash impact of applying the hypothetical liquidation at book value ("HLBV") method to the 2024 Joint Venture, which allocates income (loss) based on the change in each owners' claim on net assets upon a hypothetical liquidation of the underlying joint venture at book value as of December 31, 2025.

Acquisition and Integration Costs

Acquisition and integration costs increased $3.1 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. This increase was primarily attributable to costs related to the internalization of the PRO structure.

Gain on Sale of Self Storage Properties

Gain on sale of self storage properties was $16.3 million, for the year ended December 31, 2025, compared to $63.8 million for the year ended December 31, 2024.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests was $42.5 million for the year ended December 31, 2025, compared to $71.8 million for the year ended December 31, 2024.

Critical Accounting Policies and Use of Estimates

Our financial statements have been prepared on the accrual basis of accounting in accordance with GAAP. The preparation of these financial statements requires us 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. On an ongoing basis, we evaluate our estimates and assumptions, including those that impact our most critical accounting policies. We base our estimates and assumptions on historical experience and on various other factors that we believe are reasonable under the circumstances. Our critical accounting estimates are defined as accounting estimates or assumptions made in accordance with GAAP, which involve a significant level of estimation, uncertainty or subjectivity and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Actual results may differ from these estimates. We believe the following are our most critical accounting policies.

Principles of Consolidation and Presentation of Noncontrolling Interests

Our consolidated financial statements include the accounts of our operating partnership and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities.

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The limited partner ownership interests in our operating partnership that are held by owners other than us are referred to as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than our operating partnership. Noncontrolling interests in a subsidiary are generally reported as a separate component of equity in our consolidated balance sheets. In our consolidated statements of operations, the revenues, expenses and net income or loss related to noncontrolling interests in our operating partnership are included in the consolidated amounts, with net income or loss attributable to the noncontrolling interests deducted separately to arrive at the net income or loss solely attributable to us.

When we obtain an economic interest in an entity, we evaluate the entity to determine if the entity is deemed a variable interest entity ("VIE"), and if we are 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, we consider 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. We consolidate all entities that are VIEs and of which the Company is deemed to be the primary beneficiary.

Self Storage Properties and Customer In-Place Leases

Self storage properties are carried at historical cost less accumulated depreciation and any impairment losses. When self storage properties are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. The purchase price is allocated to the individual properties based on the fair value determined using an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age, and location of the individual properties along with current and projected occupancy and relative rental rates or appraised values, if available. Tangible assets are allocated to land, buildings and related improvements, and furniture and equipment.

In allocating the purchase price for a self storage property acquisition, we determine whether the acquisition includes intangible assets. We allocate a portion of the purchase price to an intangible asset attributed to the value of customer in-place leases. Because the majority of tenant leases are on a month-to-month basis, this intangible asset represents the estimated value of the leases in effect on the acquisition date. This intangible asset is amortized to expense using the straight-line method over 12 months, the estimated average remaining rental period for the leases.

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 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 adjusting equity in earnings (losses) to reflect our share of FFO in unconsolidated real estate ventures. Distributions declared on subordinated performance units and DownREIT subordinated performance units represented 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 preferred shares and preferred units, and, prior to the internalization of the PRO structure, subordinated performance units and DownREIT subordinated performance 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, integration costs, executive severance costs, gains on debt forgiveness, gains (losses) on early extinguishment of debt, casualty-related expenses, losses, and related recoveries and adjustments for unconsolidated partnerships and joint ventures.

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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.

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 periods presented (in thousands, except per share and unit amounts):

Year Ended December 31,

2025

2024

2023

Net income

$

116,274 

$

183,270 

$

236,988 

Add (subtract):

Real estate depreciation and amortization

187,532 

188,358 

220,737 

Equity in losses (earnings) of unconsolidated real estate ventures

7,327 

16,075 

(7,553)

Company's share of FFO in unconsolidated real estate ventures

22,437 

24,156 

24,636 

Gain on sale of self storage properties

(16,293)

(63,841)

(63,910)

Distributions to preferred shareholders and unitholders

(22,272)

(22,273)

(20,330)

FFO attributable to subordinated performance unitholders(1)

— 

(21,622)

(49,040)

FFO attributable to common shareholders, OP unitholders, and LTIP unitholders

295,005 

304,123 

341,528 

Add (subtract):

Acquisition costs

1,959 

1,602 

1,659 

Integration and executive severance costs(2)

4,762 

2,671 

— 

Casualty-related recoveries(3)

— 

— 

(522)

Loss on early extinguishment of debt

— 

323 

758 

Core FFO attributable to common shareholders, OP unitholders, and LTIP unitholders

$

301,726 

$

308,719 

$

343,423 

Weighted average shares and units outstanding - FFO and Core FFO:(4)

Weighted average shares outstanding - basic

76,638 

76,844 

86,846 

Weighted average restricted common shares outstanding

23 

20 

25 

Weighted average OP units outstanding

51,911 

45,110 

38,302 

Weighted average DownREIT OP unit equivalents outstanding

5,769 

3,955 

2,120 

Weighted average LTIP units outstanding

878 

684 

553 

Total weighted average shares and units outstanding - FFO and Core FFO

135,219 

126,613 

127,846 

FFO per share and unit

$

2.18 

$

2.40 

$

2.67 

Core FFO per share and unit

$

2.23 

$

2.44 

$

2.69 

(1)

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

(2)

Integration costs relate to expenses incurred as a part of the internalization of the PRO structure. Executive severance costs are recorded within the line items "General and administrative expenses" and "Non-operating (expense) income" in our consolidated statements of operations.

(3)

Casualty-related recoveries in 2023 relate to casualty-related expenses incurred during 2022 and are recorded in the line item "Other" within operating expenses in our consolidated statements of operations.

(4)

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. 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). All subordinated performance units and DownREIT subordinated performance units were converted into OP units on July 1, 2024, in connection with the internalization of the PRO structure. 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 periods presented:

Year Ended December 31,

2025

2024

2023

Earnings per share - diluted

$

0.69 

$

1.18 

$

1.48 

Impact of the difference in weighted average number of shares(1)

(0.29)

(0.46)

0.23 

Impact of GAAP accounting for noncontrolling interests, two-class method and treasury stock method(2)

0.29 

0.55 

— 

Add real estate depreciation and amortization

1.38 

1.49 

1.73 

Add (subtract) equity in losses (earnings) of unconsolidated real estate ventures

0.06 

0.12 

(0.06)

Add Company's share of FFO in unconsolidated real estate ventures

0.17 

0.19 

0.19 

Subtract gain on sale of self storage properties

(0.12)

(0.50)

(0.52)

FFO attributable to subordinated performance unitholders

— 

(0.17)

(0.38)

FFO per share and unit

2.18 

2.40 

2.67 

Add acquisition costs

0.01 

0.02 

0.01 

Add integration and executive severance costs

0.04 

0.02 

— 

Add loss on early extinguishment of debt

— 

— 

0.01 

Core FFO per share and unit

$

2.23 

$

2.44 

$

2.69 

(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. All outstanding subordinated performance units and DownREIT subordinated performance units were converted into OP units on July 1, 2024, in connection with the internalization of the PRO structure. 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 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).

As of December 31, 2025, our same store portfolio consisted of 771 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 year ended December 31, 2025 compared to the year ended December 31, 2024 (dollars in thousands):

Year Ended December 31,

2025

2024

Change

Rental revenue

Same store portfolio

$

652,531 

$

667,472 

$

(14,941)

Non-same store portfolio

25,958 

32,775 

(6,817)

Total rental revenue

678,489 

700,247 

(21,758)

Other property-related revenue

Same store portfolio

24,708 

25,934 

(1,226)

Non-same store portfolio

1,203 

1,428 

(225)

Total other property-related revenue

25,911 

27,362 

(1,451)

Property operating expenses

Same store portfolio

207,095 

200,852 

6,243 

Non-same store portfolio

10,451 

12,443 

(1,992)

Prior period comparability adjustment(1)

— 

(1,443)

1,443 

Total property operating expenses

217,546 

211,852 

5,694 

Net operating income

Same store portfolio

470,144 

492,554 

(22,410)

Non-same store portfolio

16,710 

23,203 

(6,493)

Total net operating income

$

486,854 

$

515,757 

$

(28,903)

(1)

Certain payroll and related costs associated with the former PRO portfolios were not reflected as property-level expenses in 2024 under the management of the former PROs. Such costs are reflected in property operating expenses in 2025 under our management. For purposes of comparable same store reporting, we have included the specific 2024 expense amounts for the same store portfolio in the relevant periods. This line item is presented in order to reconcile total property operating expenses to previously reported figures.

Rental Revenue

Same store portfolio rental revenues decreased $14.9 million, or 2.2%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This decrease in same store portfolio rental revenue was driven primarily by a decrease in average occupancy from 86.0% for the year ended December 31, 2024 to 84.3% for the year ended December 31, 2025. Average annualized same store rental revenue per occupied square foot decreased from $15.74 to $15.71, or 0.2%, for the year ended December 31, 2025.

Other Property-Related Revenue

Same store portfolio other property-related revenue decreased $1.2 million, or 4.7%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This decrease primarily resulted from decreases in truck rental income and retail sales.

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Property Operating Expenses

Same store portfolio property operating expenses increased $6.2 million, or 3.1%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase in same store property operating expenses was a result of increases in marketing, property tax expense and repairs and maintenance, partially offset by decreases in personnel costs and insurance expenses during the year ended December 31, 2025.

The following table presents a reconciliation of net income to NOI for the periods presented (dollars in thousands):

Year Ended December 31,

2025

2024

2023

Net income

$

116,274 

$

183,270 

$

236,988 

(Subtract) add:

Management fees and other revenue

(48,529)

(42,726)

(34,411)

General and administrative expenses

51,130 

57,606 

59,281 

Depreciation and amortization

189,320 

189,855 

221,993 

Other

16,291 

13,866 

11,108 

Interest expense

162,445 

154,260 

166,147 

Loss on early extinguishment of debt

— 

323 

758 

Equity in (earnings) losses of unconsolidated real estate ventures

7,327 

16,075 

(7,553)

Acquisition and integration costs

6,721 

3,616 

1,659 

Non-operating (income) expense

(934)

(314)

1,016 

Gain on sale of self storage properties

(16,293)

(63,841)

(63,910)

Income tax expense

3,102 

3,767 

1,590 

Net operating income

$

486,854 

$

515,757 

$

594,666 

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 2016 Joint Venture, 2018 Joint Venture, 2023 Joint Venture and 2024 Joint Venture see Note 5 to the consolidated financial statements in Item 8.

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, integration costs, executive severance costs, equity-based compensation expense, losses on sale of properties, impairment of long-lived assets and casualty-related expenses, losses and recoveries, minus gains on sale of properties and debt forgiveness, and after adjustments for unconsolidated partnerships and joint ventures, including the removal of the non-cash effect of applying HLBV for purposes of allocating GAAP net income (loss) for the 2024 Joint Venture. 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;

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•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;

•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 periods presented (dollars in thousands):

Year Ended December 31,

2025

2024

2023

Net income

$

116,274 

$

183,270 

$

236,988 

Add:

Depreciation and amortization

189,320 

189,855 

221,993 

Company's share of unconsolidated real estate venture depreciation and amortization

20,732 

20,719 

17,083 

Interest expense

162,445 

154,260 

166,147 

Income tax expense

3,102 

3,767 

1,590 

Loss on early extinguishment of debt

— 

323 

758 

EBITDA

491,873 

552,194 

644,559 

Add (subtract):

Acquisition costs

1,959 

1,602 

1,659 

Effect of hypothetical liquidation at book value (HLBV) accounting for unconsolidated 2024 Joint Venture(1)

9,030 

19,511 

— 

Gain on sale of self storage properties

(16,293)

(63,841)

(63,910)

Integration and executive severance costs, excluding equity-based compensation(2)

1,388 

1,879 

— 

Casualty-related recoveries(3)

— 

— 

(522)

Equity-based compensation expense(4)

12,194 

8,310 

6,679 

Adjusted EBITDA

$

500,151 

$

519,655 

$

588,465 

(1)

Reflects the non-cash impact of applying HLBV to the 2024 Joint Venture, which allocates GAAP income (loss) on a hypothetical liquidation of the underlying joint venture at book value as of the reporting date.

(2)

Integration costs relate to expenses incurred as a part of the internalization of the PRO structure. Executive severance costs are recorded within the line items "General and administrative expenses" and "Non-operating (expense) income" in our consolidated statements of operations.

(3)

Casualty-related recoveries in 2023 relate to casualty-related expenses incurred during 2022 and are recorded in the line item "Other" within operating expenses in our consolidated statements of operations.

(4)

Equity-based compensation expense is a non-cash item recorded within general and administrative expenses and acquisition and integration costs in our consolidated statements of operations. For the year ended December 31, 2025, $3.4 million relates to the internalization of our PRO structure and is included in acquisition and integration costs.

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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 dispositions of self storage properties (including contributions to our joint ventures), 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.

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 and DownREIT OP 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, and OP 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. In 2022 and 2023, the Federal Reserve Board increased interest rates from historically low levels, until pausing increases in August 2023 and decreasing rates starting in September 2024 through December 2025. There is no assurance that the Federal Reserve Board will continue to reduce interest rates or that the Federal Reserve Board will not maintain or raise interest rates in the future. 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 December 31, 2025, we had $23.3 million in cash and cash equivalents and $0.3 million of restricted cash, a decrease in cash and cash equivalents of $27.1 million from December 31, 2024. 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 consolidated statements of cash flows included in Item 8 of this report.

Operating Activities

Cash provided by our operating activities was $338.5 million for the year ended December 31, 2025 compared to $363.1 million the year ended December 31, 2024. Our operating cash flow decreased primarily due to a decrease in rental revenue driven by (i) a decrease in total portfolio average occupancy from 85.6% for the year ended December 31, 2024 to 83.8% for the year ended December 31, 2025, (ii) the sale of 55 self storage properties to unaffiliated third parties between January 1, 2024 and December 31, 2025, and (iii) the contribution of 56 self storage properties to the 2024 Joint Venture during the three months ended March 31, 2024.

Investing Activities

Cash provided by investing activities was $19.9 million for the year ended December 31, 2025 compared to $425.4 million of cash provided by investing activities for the year ended December 31, 2024. The primary sources of cash for the year ended December 31, 2025 were $95.9 million from the sale of 15 self storage properties to unaffiliated third parties during the year ended December 31, 2025, partially offset by our acquisition of four self storage properties for cash consideration of $23.8 million, our investments in our unconsolidated real estate ventures of $12.8 million, and expenditures for corporate furniture and equipment of $0.6 million.

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Cash provided by investing activities was $425.4 million for the year ended December 31, 2024 compared to $161.1 million of cash used in investing activities for the year ended December 31, 2023. The primary sources of cash for the year ended December 31, 2024 were $616.8 million from the contribution of 56 self storage properties to the 2024 Joint Venture and the sale of 40 self storage properties to unaffiliated third parties, partially offset by our investment in the 2023 and 2024 Joint Ventures of $74.2 million, our acquisition of seven self storage properties for cash consideration of $64.6 million, capital expenditures of $18.7 million, our acquisition of intangible assets in connection with the internalization of our PRO structure for $32.7 million, and expenditures for corporate furniture and equipment of $1.9 million.

Capital expenditures totaled $38.7 million, $18.7 million and $34.2 million during the years ended December 31, 2025, 2024 and 2023 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

•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.

The following table presents 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 consolidated statements of cash flows for the periods presented (dollars in thousands):

Year Ended December 31,

2025

2024

2023

Recurring capital expenditures

$

24,545 

$

12,989 

$

16,957 

Value enhancing capital expenditures

13,692 

2,861 

6,364 

Acquisitions capital expenditures

1,521 

1,844 

9,649 

Total capital expenditures

39,758 

17,694 

32,970 

Change in accrued capital spending

(1,071)

957 

1,260 

Capital expenditures per statement of cash flows

$

38,687 

$

18,651 

$

34,230 

Financing Activities

Cash used in our financing activities was $385.5 million for the year ended December 31, 2025 compared to $825.4 million of cash used in financing activities for the year ended December 31, 2024. Our primary uses of financing cash flows for the year ended December 31, 2025 were for principal payments on existing debt of $680.4 million (which included $678.2 million of principal repayments under the Revolver and $2.2 million of scheduled fixed rate mortgage principal amortization payments), distributions to common shareholders of $174.9 million, distributions to noncontrolling interests of $134.1 million and distributions to preferred shareholders of $20.5 million. Our sources of financing cash flows for the year ended December 31, 2025 primarily consisted of $635.8 million of borrowings under our Revolver.

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Our primary uses of financing cash flows for the year ended December 31, 2024 were for principal payments on existing debt of $1.5 billion (which included $857.7 million of principal repayments under the Revolver, $275.0 million repayment of Term Loan B, $325.0 million repayment of Term Loan C, $19.9 million of fixed rate mortgage repayments and $2.1 million of scheduled fixed rate mortgage principal amortization payments), common share repurchases of $275.2 million, distributions to common shareholders of $171.8 million, distributions to noncontrolling interests of $134.6 million and distributions to preferred shareholders of $20.4 million. Our sources of financing cash flows for the year ended December 31, 2024 primarily consisted of $1.3 billion of borrowings (which included $920.0 million of borrowings under our Revolver, $150.0 million from the issuance of the 2034 Notes (as defined in Note 8 to the consolidated financial statements in Item 8), $125.0 million from the issuance of the September 2031 Notes (as defined in Note 8 to the consolidated financial statements in Item 8) and $75.0 million from the issuance of the September 2028 Notes (as defined in Note 8 to the consolidated financial statements in Item 8)).

Credit Facility and Term Loan Facilities

As of December 31, 2025, our credit facility provided for total borrowings of $1.355 billion, consisting of the following components: (i) a Revolver which provides for a total borrowing commitment up to $950.0 million, whereby we may borrow, repay and re-borrow amounts under the Revolver, (ii) a $275.0 million Term Loan D and (iii) a $130.0 million Term Loan E. The Revolver is set to mature in January 2027; provided that we may elect up to two times to extend the maturity by six months each up to January 2028 by paying an extension fee for each such election 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 D matures in July 2026 and the Term Loan E matures in March 2027. The Revolver, Term Loan D and Term Loan E are not subject to any scheduled reduction or amortization payments prior to maturity. As of December 31, 2025, we had an expansion option under the credit facility, which, if exercised in full, would provide for a total credit facility of $1.900 billion.

As of December 31, 2025, $275.0 million was outstanding under the Term Loan D with an effective interest rate of 4.01% and $130.0 million was outstanding under the Term Loan E with an effective interest rate of 4.92%. As of December 31, 2025, we would have had the capacity to borrow remaining Revolver commitments of $542.1 million while remaining in compliance with the credit facility's financial covenants.

We have a credit agreement with a lender for a term loan facility that matures in December 2028 (the "2028 Term Loan Facility") and is separate from the credit facility in an aggregate amount of $75.0 million. As of December 31, 2025, $75.0 million was outstanding under the 2028 Term Loan Facility with an effective interest rate of 4.17%. 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 a credit agreement with a lender for a term loan facility that matures in April 2029 (the "April 2029 Term Loan Facility") and is separate from the credit facility and 2028 Term Loan Facility in an aggregate amount of $100.0 million. As of December 31, 2025 the entire amount was outstanding under the April 2029 Term Loan Facility with an effective interest rate of 3.77%.

We have a June 2029 Term Loan Facility that matures in June 2029 (the "June 2029 Term Loan Facility") and is separate from the credit facility, 2028 Term Loan Facility, and April 2029 Term Loan Facility in an aggregate amount of $285.0 million. As of December 31, 2025, the June 2029 Term Loan Facility had an effective interest rate of 5.07%. 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.

During the year ended December 31, 2025, we executed amendments to the agreements with the respective lenders for each of our 2028 Term Loan Facility, April 2029 Term Loan Facility and June 2029 Term Loan Facility, aligning the margin component of the respective interest rates of such facilities with the applicable margin for our Term Loan D and Term Loan E. As a result, the interest rates on each of the 2028 Term Loan Facility, the April 2029 Term Loan Facility and the June 2029 Term Loan Facility decreased during the second quarter of 2025.

For a summary of our financial covenants and additional detail regarding our credit facility, 2028 Term Loan Facility, April 2029 Term Loan Facility and June 2029 Term Loan Facility, please see Note 8 to the consolidated financial statements in Item 8.

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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 (the "2029 Notes") and $50.0 million of 4.08% senior unsecured notes due August 30, 2031 (the "August 2031 Notes") in a private placement to certain institutional investors.

August 2030 and August 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 (the "August 2030 Notes") and $100.0 million of 3.09% senior unsecured notes due August 5, 2032 (the "August 2032 Notes") in a private placement to certain institutional investors.

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

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 (the "November 2030 Notes"), $175.0 million of 2.81% senior unsecured notes due November 30, 2031 (the "November 2031 Notes") and $75.0 million of 3.06% senior unsecured notes due November 30, 2036 (the "2036 Notes"). On January 28, 2022, our operating partnership issued $125.0 million of 2.96% senior unsecured notes due November 30, 2033 (the "November 2033 Notes").

November 2032 Senior Unsecured Notes

On September 28, 2022, the operating partnership issued $200.0 million of 5.06% senior unsecured notes due November 16, 2032 (the "November 2032 Notes").

July 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 (the "July 2028 Notes") in a private placement to certain institutional investors. The July 2028 Notes have an effective interest rate of 5.75% after taking into account the effect of interest rate swaps.

October 2026, October 2028, October 2030 and October 2033 Senior Unsecured Notes

On October 5, 2023, our operating partnership issued $65.0 million of 6.46% senior unsecured notes due October 5, 2026 (the "October 2026 Notes"), $100.0 million of 6.55% senior unsecured notes due October 5, 2028 (the "October 2028 Notes"), $35.0 million of 6.66% senior unsecured notes due October 5, 2030 (the "October 2030 Notes") and $50.0 million of 6.73% senior unsecured notes due October 5, 2033 (the "October 2033 Notes") in a private placement to certain institutional investors.

September 2028, September 2031 and 2034 Senior Unsecured Notes

On September 5, 2024, our operating partnership issued $75.0 million of 5.40% senior unsecured notes due September 5, 2028 (the "September 2028 Notes"), $125.0 million of 5.55% senior unsecured notes due September 5, 2031 (the "September 2031 Notes"), and $150.0 million of 5.74% senior unsecured notes due September 5, 2034 ("September 2034 Notes") in a private placement to certain institutional investors.

Sources of Liquidity and Capital Resources

As of December 31, 2025, we had $23.3 million in cash and cash equivalents, compared to $50.4 million as of December 31, 2024. Our cash flows from operations result primarily from the ownership and management of self storage facilities as described in Part I, Item 1, "Business".

Our material cash requirements from contractual and other obligations primarily relate to our debt obligations. Expected timing of those payments are as follows. The information in this section should be read in conjunction with Note 8 and other information included in the accompanying consolidated financial statements included in Item 8.

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(dollars in thousands)

Next 12 Months

Beyond 12 Months

Total

Senior Unsecured Notes

$

100,000 

$

1,850,000 

$

1,950,000 

Revolving line of credit(1)

— 

400,900 

400,900 

Term loan facilities

275,000 

590,000 

865,000 

Fixed rate mortgage notes payable

— 

198,608 

198,608 

Total

$

375,000 

$

3,039,508 

$

3,414,508 

(1) Under the credit facility, the Company has an expansion option which if exercised in full, would provide an additional $545 million of borrowing capacity.

We anticipate our current cash balances, cash flows from operations and available sources of liquidity will be sufficient to fund operations and meet our short-term and long-term cash requirements, including our scheduled debt repayments, payments for contractual obligations, acquisitions, capital expenditures, working capital needs, dividends, and other prudent uses of our capital, as needed. However, we will continue to assess our liquidity needs. In the event of certain market conditions, we may require additional liquidity, which would require us to evaluate available alternatives and take appropriate actions.

Equity Transactions

Issuance of Common Shares

During the year ended December 31, 2025, after receiving notices of redemption from certain OP unitholders, we elected to issue 735,035 common shares to such holders in exchange for 735,035 OP units in satisfaction of the operating partnership's redemption obligations.

Issuance and Redemption of OP Equity

As discussed in Note 3 to the consolidated financial statements in Item 8, during the year ended December 31, 2025, we issued 144,238 OP units upon the conversion of an equivalent number of LTIP units, redeemed 261,430 OP units for cash, and redeemed 9,387 Series A-1 preferred units for an equivalent number of Series A Preferred Shares.

Dividends and Distributions

During the year ended December 31, 2025, the Company paid $174.9 million of distributions to common shareholders, $20.5 million of distributions to preferred shareholders and distributed $134.1 million to noncontrolling interests.

On November 13, 2025, our board of trustees declared a cash dividend and distribution, respectively, of $0.57 per common share and OP unit to shareholders and OP unitholders of record as of December 15, 2025. On November 13, 2025, 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 December 15, 2025.

Segment 

We manage our business as one reportable segment consisting of owning and managing self storage properties located in the United States. Although we operate in several markets, these operations have been aggregated into one reportable segment based on the similar economic characteristics among all markets (see Note 15 to the consolidated financial statements in Item 8 for more information).

Seasonality 

The self storage business is subject to minor seasonal fluctuations. A greater portion of revenues and profits are 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.

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Supplemental U.S. Federal Income Tax Considerations

The following discussion supplements and updates the disclosures under the heading "U.S. Federal Income Tax Considerations" in the prospectus dated March 7, 2024, contained in our Registration Statement on Form S-3 (File No. 333-277750) filed with the SEC on March 7, 2024 (the "Existing Tax Disclosure"). Capitalized terms herein that are not otherwise defined shall have the same meaning as when used in the Existing Tax Disclosure.

On July 4, 2025, H.R. 1, informally known as the One Big Beautiful Bill Act (the "OBBB"), was enacted. The OBBB makes major changes to the Code, including some provisions of the Code that affect the taxation of REITs and their investors. In particular:

•For taxable years beginning on or after January 1, 2026, the OBBB relaxed the REIT asset test requirement with respect to taxable REIT subsidiaries, providing that not more than 25% (relaxed from 20%) of the gross value of a REIT's assets may be represented by securities of one or more taxable REIT subsidiaries.

•The OBBB permanently extended the pass-through qualified business income deduction, generally allowing individuals to deduct 20% of the aggregate amount of ordinary REIT dividends distributed by a REIT. This deduction was due to expire for tax years beginning on or after January 1, 2026.

•The OBBB permanently extended the maximum U.S. federal income tax rate of 37%, which applies to ordinary income recognized by individuals and other non-corporate U.S. stockholders, for tax years beginning on or after January 1, 2026.

To the extent the information set forth in the Existing Tax Disclosure is inconsistent with this supplemental information, this supplemental information supersedes the information in the Existing Tax Disclosure. This supplemental information is provided on the same basis and subject to the same qualifications as are set forth in the first six paragraphs of the Existing Tax Disclosure as if those paragraphs were set forth in this Annual Report on Form 10-K.