Form S-8 - Securities to be offered to employees in employee benefit plans

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

National Storage Affiliates Trust

(Exact name of Registrant as specified in its charter)


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

8400 East Prentice Avenue, 9th Floor						80111
Greenwood Village, Colorado
(Address of principal executive offices)						(Zip Code)
National Storage Affiliates Trust 2024 Equity Incentive Plan
(Full title of the plan)

David G. Cramer

President and Chief Executive Officer

National Storage Affiliates Trust

8400 East Prentice Avenue, 9th Floor

Greenwood Village, Colorado 80111

(720) 630-2600

(Name and address, including zip code, and telephone number, including area code, of agent for service)

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

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


CONTENTS
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS		1
	Item 1. Plan Information. *	1
	Item 2. Registrant Information and Employee Plan Annual Information. *	1
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT		2
	Item 3. Incorporation of Documents by Reference	2
	Item 4. Description of Securities	2
	Item 5. Interests of Named Experts and Counsel	2
	Item 6. Indemnification of Trustees and Officers	3
	Item 7. Exemption from Registration Claimed	4
	Item 8. Exhibits	4
	Item 9. Undertakings	5
SIGNATURES		6

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* The documents containing the information specified in this Part I will be delivered to employees who are eligible to participate in the National Storage Affiliates Trust 2024 Equity Incentive Plan (the "Plan") as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents need not be filed with the Securities and Exchange Commission (the "SEC") either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the registrant with the SEC are incorporated by reference in this registration statement:


Document			Filed
Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-37351)			February 28, 2024
Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (File No. 001-37351)			May 2, 2024
Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (File No. 001-37351)			August 5, 2024


Document			Filed
Current Report on Form 8-K (File No. 001-37351)			January 4, 2024
Current Report on Form 8-K (File No. 001-37351)			February 15, 2024
Current Report on Form 8-K (File No. 001-37351)			May 16, 2024
Current Report on Form 8-K (File No. 001-37351)			May 17, 2024
Current Report on Form 8-K (File No. 001-37351)			June 3, 2024
Current Report on Form 8-K (File No. 001-37351)			June 28, 2024
Current Report on Form 8-K (File No. 001-37351)			July 8, 2024
Current Report on Form 8-K (File No. 001-37351)			August 15, 2024


Document			Filed
Definitive Additional Proxy Materials on Schedule 14A (File No. 001-37351) (only with respect to information contained in such Definitive Proxy Statement that is incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2023)			April 16, 2024
Definitive Proxy Statement on Schedule 14A (File No. 001-37351) (only with respect to information contained in such Definitive Proxy Statement that is incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2023)			March 29, 2024
Registration Statement on Form 8-A ("Form 8-A") as updated by Exhibit 4.3 to the Annual Report on Form 10-K for the year ended December 31, 2023 ("Exhibit 4.3") (containing a description of the registrant's common shares) (File No. 001-37351)			April 16, 2015 (Form 8-A) February 28, 2024 (Exhibit 4.3)

All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this registration statement, modifies or supersedes such prior statement. Any statement contained in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Trustees and Officers.

Maryland law permits a Maryland real estate investment trust to include in its declaration of trust a provision eliminating the liability of its trustees and officers to the real estate investment trust and its shareholders for money damages except for liability resulting from (i) actual receipt of an improper benefit or profit in money, property or services or (ii) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. The registrant's declaration of trust contains such a provision that eliminates the liability of the registrant's trustees and officers to the maximum extent permitted by Maryland law.

The registrant's declaration of trust authorizes it, and its bylaws require it, to the maximum extent permitted by Maryland law, to indemnify and pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (i) any individual who is a present or former trustee or officer or (ii) any individual who, while serving as the registrant's trustee or officer and at its request, serves or has served as a trustee, director, officer, partner, member or manager of another real estate investment trust, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise, in either case, who is made a party to, or witness in, a proceeding by reason of his or her service in such capacity, from and against any claim or liability to which such person may become subject or which such person may incur by reason of such service. The registrant's declaration of trust and bylaws also permit the registrant to indemnify and advance expenses to any person who serves any predecessor of the registrant in any of the capacities described above and to any employee or agent of the registrant or a predecessor of the registrant. The registrant also entered into indemnification agreements with its trustees and executive officers that address similar matters, as described below.

Maryland law permits a Maryland real estate investment trust to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent as permitted for trustees and officers of Maryland corporations. The Maryland General Corporation Law ("MGCL") requires a Maryland corporation (unless its charter provides otherwise, which the registrant's declaration of trust does not) to indemnify a trustee or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. The MGCL permits a Maryland corporation to indemnify its present and former trustees and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that (i) the act or omission of the trustee or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) the trustee or officer actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal proceeding, the trustee or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or on behalf of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received unless, in either case, a court orders indemnification and then only for expenses. In addition, the MGCL permits a Maryland corporation to advance reasonable expenses to a trustee or officer upon the corporation's receipt of (i) a written affirmation by the trustee or officer of his or her or good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (ii) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The registrant has entered into customary indemnification agreements with each of its trustees and executive officers that obligate the registrant to indemnify them to the maximum extent permitted under Maryland law. The agreements require the registrant to indemnify the trustee or officer, or the indemnitee, against all judgments, penalties, fines and amounts paid in settlement and all expenses actually and reasonably incurred by the indemnitee or on his or her behalf in connection with a proceeding other than one initiated by or on the registrant's behalf. In addition, the indemnification agreements require the registrant to indemnify the indemnitee against all amounts paid in settlement and all expenses actually and reasonably incurred by the indemnitee or on his or her behalf in connection with a proceeding that is brought by or on the registrant's behalf. In either case, the indemnitee is not be entitled to indemnification if it is established that one of the prohibitions on indemnification under Maryland law exists.

In addition, the indemnification agreements require the registrant to advance, without a preliminary determination of the indemnitee's entitlement to indemnification thereunder, reasonable expenses incurred by the indemnitee within ten days of the receipt by the registrant of a statement from the indemnitee requesting the advance, provided the statement evidences the expenses and is accompanied by:

(a) A written affirmation of the indemnitee's good faith belief that he or she has met the standard of conduct necessary for indemnification; and

(b) A written undertaking by or on behalf of the indemnitee to repay the amount if it is ultimately determined that the standard of conduct was not met.

The indemnification agreements also provide for procedures for the determination of entitlement to indemnification, including requiring that such determination be made by independent counsel after a change in control of the registrant.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.


Exhibit No			Description
3.1*			Articles of Amendment and Restatement of National Storage Affiliates Trust (Exhibit 3.1 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
3.2*			Third Amended and Restated Bylaws of National Storage Affiliates Trust (Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on November 9, 2023, is incorporated herein by this reference)
4.1*			Specimen Common Share Certificate of National Storage Affiliates Trust (Exhibit 4.1 to the Registration Statement on Form S-11/A filed with the SEC on April 20, 2015, is incorporated by reference)
4.2*			National Storage Affiliates Trust 2024 Equity Incentive Plan (Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on May 17, 2024, is incorporated by reference herein)
4.3*			Description of the Registrant's Securities (Exhibit 4.3 to the Annual Report on Form 10-K, filed with SEC on February 28, 2024, is incorporated by reference)
5.1 †			Opinion of Clifford Chance US LLP (including consent of such firm)
23.1 †			Consent of Clifford Chance US LLP (included in Exhibit 5.1)
23.2 †			Consent of KPMG LLP for National Storage Affiliates Trust.
24.1 †			Power of Attorney (included on the signature page to the Registration Statement)
107 †			Calculation of Filing Fee Tables

* Filed previously

† Filed herewith

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Filing Fee Tables" or "Calculation of Registration Fee" table, as applicable, in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S–8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on August 28, 2024.

National Storage Affiliates Trust

By: /s/ DAVID G. CRAMER

Name: David G. Cramer

Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints David G. Cramer and Brandon S. Togashi, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to do any and all things and to sign in his or her name, place and stead, in any and all capacities, this Registration Statement on Form S-8 and any and all amendments thereto (including post-effective amendments), and any other documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and things requisite and necessary to be done as fully for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature

Title

Date

By:

/s/ DAVID G. CRAMER

Trustee, President, and Chief Executive Officer

August 28, 2024

David G. Cramer

(Principal Executive Officer)

By:

/s/ BRANDON S. TOGASHI

Chief Financial Officer

August 28, 2024

Brandon S. Togashi

(Principal Accounting and Financial Officer)

By:

/s/ TAMARA D. FISCHER

Executive Chairperson of the Board of Trustees

August 28, 2024

Tamara D. Fischer

By:

/s/ ARLEN D. NORDHAGEN

Vice Chairperson of the Board of Trustees

August 28, 2024

Arlen D. Nordhagen

By:

/s/ WARREN W. ALLAN

Trustee

August 28, 2024

Warren W. Allan

By:

/s/ LISA R. COHN

Trustee

August 28, 2024

Lisa R. Cohn

By:

/s/ PAUL W. HYLBERT, JR.

Trustee

August 28, 2024

Paul W. Hylbert, Jr.

By:

/s/ CHAD L. MEISINGER

Trustee

August 28, 2024

Chad L. Meisinger

By:

/s/ STEVEN G. OSGOOD

Trustee

August 28, 2024

Steven G. Osgood

By:

/s/ DOMINIC M. PALAZZO

Trustee

August 28, 2024

Dominic M. Palazzo

By:

/s/ MICHAEL J. SCHALL

Trustee

August 28, 2024

Michael J. Schall

By:

/s/ REBECCA L. STEINFORT

Trustee

August 28, 2024

Rebecca L. Steinfort

By:

/s/ CHARLES F. WU

Trustee

August 28, 2024

Charles F. Wu

Exhibit 107

Calculation of Filing Fee Tables

S-8

(Form Type)

National Storage Affiliates Trust

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation

Amount Registered(1)(2)

Proposed Maximum Offering Price Per Share(3)

Proposed Maximum Aggregate Offering Price

Fee Rate

Amount of

Registration Fee

Fees to be Paid

Equity

Common Shares of Beneficial Interest, par value $0.01 per share

Other

3,250,000

$43.55

$141,537,500.00

0.00014760

$20,890.94

Total Offering Amounts

$141,537,500.00

$20,890.94

Total Fee Offsets

—

Net Fee Due

$20,890.94


(1)			Represents 3,250,000 shares of beneficial interest, par value $0.01 per share (“Common Shares”), of National Storage Affiliates Trust available for issuance under the National Storage Affiliates Trust 2024 Equity Incentive Plan (the “Plan”) as of May 13, 2024.
(2)			Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Common Shares that become issuable under the Plan by reason of any share dividend, share split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding Common Shares.
(3)			Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices per Common Share as reported on the New York Stock Exchange on August 21, 2024, which is a date within five business days prior to filing.

Exhibit 5.1


						CLIFFORD CHANCE US LLP TWO MANHATTAN WEST 375 9TH AVENUE NEW YORK, NY 10001-1696 TEL +1 212 878 8000 FAX +1 212 878 8375 www.cliffordchance.com

August 28, 2024

National Storage Affiliates Trust

8400 East Prentice Avenue, Ninth Floor

Greenwood Village, Colorado 80111

Re: Registration Statement on Form S-8 by National Storage Affiliates Trust

Ladies and Gentlemen:

We have acted as counsel to National Storage Affiliates Trust (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-8 (the “Registration Statement”) of up to 3,250,000 common shares of beneficial interest, par value $0.01 per share (the “Shares”), which may be issued from time to time pursuant to the National Storage Affiliates Trust 2024 Equity Incentive Plan (the “Plan”).

In rendering the opinion expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate. In examining all such documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us purporting to be originals, and the conformity to the respective originals of all documents submitted to us as certified, telecopied, photostatic or reproduced copies or in portable document format.

Based on the foregoing, and such other examination of law and fact as we have deemed necessary, we are of the opinion that the Shares have been duly and validly authorized and, when issued in the manner and for the consideration contemplated by the Registration Statement and the Plan, will be legally issued, fully paid and nonassessable.

The foregoing opinion is based as to matters of law solely on the applicable provisions of the General Corporation Law of the State of Maryland, as currently in effect. We express no opinion as to other laws, statutes, ordinances, rules or regulations, and we assume no responsibility for the applicability or effect of such laws, statutes, ordinances, rules or regulations of any other jurisdiction. In addition, we have assumed that the resolutions of the Company’s board of trustees or its compensation, nominating and corporate governance committee authorizing the Company to issue and deliver the Shares pursuant to the Plan and the applicable award agreements will be in full force and effect at all times at which such Shares are issued and delivered by the Company, and that the Company will take no action inconsistent with such resolutions.

This letter has been prepared for your use in connection with the Registration Statement and is based upon the law as in effect and the facts known to us on the date hereof. We have not undertaken to advise you of any subsequent changes in the law or of any facts that hereafter may come to our attention.

We hereby consent to the filing of this opinion with the SEC as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/ Clifford Chance US LLP

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated February 28, 2024, with respect to the consolidated financial statements of National Storage Affiliates Trust, and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Denver, Colorado
August 28, 2024

Submission	Aug. 28, 2024
Submission [Line Items]
Central Index Key	0001618563
Registrant Name	National Storage Affiliates Trust
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1

Aug. 28, 2024

USD ($)

Offering:

false

true

Equity

Common Shares of Beneficial Interest, par value $0.01 per share

Amount Registered | shares

3,250,000

Proposed Maximum Offering Price per Unit

43.55

Maximum Aggregate Offering Price

$ 141,537,500

Fee Rate

0.01476%

Amount of Registration Fee

$ 20,890.94

Offering Note


(1)			Represents 3,250,000 shares of beneficial interest, par value $0.01 per share (“Common Shares”), of National Storage Affiliates Trust available for issuance under the National Storage Affiliates Trust 2024 Equity Incentive Plan (the “Plan”) as of May 13, 2024.
(2)			Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Common Shares that become issuable under the Plan by reason of any share dividend, share split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding Common Shares.
(3)			Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices per Common Share as reported on the New York Stock Exchange on August 21, 2024, which is a date within five business days prior to filing.