National Storage Affiliates Trust (NSA) filed supplemental disclosures on July 8, just days before its shareholders are scheduled to vote on the company's proposed acquisition by Public Storage. The move is a direct response to three shareholder lawsuits that sought to block the merger, claiming the original proxy statement concealed material information.
Why the disclosures are happening now
After the merger agreement was announced on March 16, 2026, three complaints were filed by purported NSA shareholders. Two cases landed in New York Supreme Court (Williams on June 22 and Clark on June 24), and a third was filed in Colorado district court (Garfield on June 30). The lawsuits generally allege negligent misrepresentation, concealment, and breaches of fiduciary duty. The plaintiffs sought to enjoin the merger unless additional information was disclosed.
NSA calls the claims meritless and says no supplemental disclosure is legally required. However, to "moot plaintiffs' claims and avoid the nuisance and potential expense and business delays," the company voluntarily added new information to the proxy statement. The shareholder vote remains scheduled for July 14, 2026.
What new information shareholders get
The supplemental filing adds several categories of detail to the original proxy statement:
Evaluation committee role. The filing clarifies that the board's evaluation committee, formed to review strategic alternatives, did not have authority to approve or reject any transaction. Its members included independent trustees Steven Osgood and Michael Schall, along with other board members.
Financial projections. New language explains that revised financial projections presented in November 2025 incorporated actual performance from August through November of that year, and were substantially the same as preliminary projections the board had already reviewed.
Dropdown JV investment range. The filing reveals that Public Storage inquired about the minimum and maximum investment size NSA's operating partnership unitholders could support in the proposed Dropdown JV. NSA, with Morgan Stanley's help, responded that a range of roughly $500 million to $1 billion was achievable. Public Storage then indicated that a minimum unitholder investment of approximately $750 million would make the structure workable without needing additional third-party investors.
Comparable company metrics. A new table shows valuation multiples for NSA and its peers, including price-to-FFO and price-to-AFFO ratios, plus discounts to net asset value. NSA trades at 14.1x P/FFO and a 13.8% discount to consensus NAV, compared to Public Storage at 17.6x and a 4.0% discount.
Precedent transactions. The filing replaces the previous table of selected precedent transactions with an expanded list covering 26 deals from 2016 through 2024, with premiums ranging from 7.9% to 62.8%.
Wall Street analyst price targets. A new table lists price targets from 19 analysts for both NSA and Public Storage. NSA targets range from $29.00 to $39.00, while Public Storage targets range from $276.00 to $347.00.
Dropdown JV financial estimates. Perhaps the most substantive addition is a set of seven-year illustrative financial estimates for the Dropdown JV, which were previously shared only with NSA OP unitholders. The projections show total net operating income growing from roughly $200 million in Year 1 to $274 million in Year 7, with unlevered free cash flow rising from $169 million to $230 million over the same period. The filing includes extensive cautionary language noting these are unaudited, non-GAAP figures based on numerous assumptions that may not materialize.
What this means for the merger
These disclosures are a common tactic in merger litigation. By voluntarily adding information to the proxy statement, companies often render shareholder claims moot, since the alleged deficiency has been cured. The filing explicitly states that nothing in the supplemental disclosures should be considered an admission that any additional disclosure was legally required or material.
The merger terms remain unchanged: NSA shareholders would receive 0.14 shares of Public Storage common stock (or equivalent partnership units) for each NSA share or unit they hold. The special meeting to approve the deal is set for July 14.