National Storage Affiliates Trust - Quarter Report: 2025 March (Form 10-Q)

Redemptions of OP units— — — () Net proceeds from sale of self storage properties Net Cash (Used In) Provided by Investing Activities () FINANCING ACTIVITIESBorrowings under debt financings Redemption of OP units ()Repurchase of common shares ()Principal payments under debt financings()()Payment of dividends to common shareholders()()Payment of dividends to preferred shareholders()()Distributions to noncontrolling interests()()Debt issuance costs() Equity offering costs()()Net Cash Used In Financing Activities()()(Decrease) Increase in Cash, Cash Equivalents and Restricted Cash() CASH, CASH EQUIVALENTS AND RESTRICTED CASHBeginning of period End of period$ $

See notes to condensed consolidated financial statements.

NATIONAL STORAGE AFFILIATES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)


	Three Months Ended March 31,
	2025	2024
Supplemental Cash Flow Information
Cash paid for interest	$	$
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Consideration exchanged in property acquisitions
Other net liabilities assumed
Change in accrued capital spending		()

See notes to condensed consolidated financial statements.

NATIONAL STORAGE AFFILIATES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(Unaudited)

metropolitan statistical areas throughout the United States. Pursuant to the operating partnership's Fourth Amended and Restated Agreement of Limited Partnership (the "LP Agreement"), the operating partnership is authorized to issue preferred units, Class A Units ("OP units") and Long-Term Incentive Plan Units ("LTIP units"). The Company also owns certain of its self storage properties through other consolidated subsidiaries of its operating partnership, which the Company refers to as "DownREIT partnerships." The DownREIT partnerships issue equity ownership interests that are intended to be economically equivalent to the Company's OP units ("DownREIT OP units").

The Company owned consolidated self storage properties in states and Puerto Rico with approximately million rentable square feet in approximately storage units as of March 31, 2025. These properties are managed with local operational focus and expertise.

As of March 31, 2025, the Company also managed through its property management platform an additional portfolio of properties owned by the Company's unconsolidated real estate ventures. These properties contain approximately million rentable square feet, configured in approximately storage units and located across states. The Company owns a % equity interest in each of its unconsolidated real estate ventures.

As of March 31, 2025, the Company operated and held ownership interests in self storage properties located across states and Puerto Rico with approximately million rentable square feet in approximately storage units.

As of March 31, 2025, the Company's operating partnership was the primary beneficiary of, and therefore consolidated, partnerships that are considered VIEs, which owned self storage properties. The net book value of the real estate owned by these VIEs was $ million and $ million as of March 31, 2025 and December 31, 2024, respectively. For certain DownREIT partnerships which are subject to fixed rate mortgages payable, the carrying value of such fixed rate mortgages payable held by these VIEs was $ million and $ million as of March 31, 2025 and December 31, 2024, respectively. The creditors of the consolidated VIEs do not have recourse to the Company's general credit.

Revenue Recognition

million and $ million, respectively, of tenant insurance and tenant warranty protection plan revenues.

The Company sells boxes, packing supplies, locks, other retail merchandise and rents moving trucks at its properties. During the three months ended March 31, 2025 and 2024, the Company recognized retail sales of $ million and $ million, respectively.

Management fees and other revenue

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

% of monthly gross revenues and net sales revenues from the assets of the unconsolidated real estate ventures, and the platform fees are equal to $ per month per unconsolidated real estate venture property. The property management fees for the 2024 Joint Venture are equal to % of monthly gross revenues and net sales revenues from the assets of the unconsolidated real estate venture. With respect to the 2016 Joint Venture, the 2023 Joint Venture and the 2024 Joint Venture, the call center fee is equal to % of each of monthly gross revenues and net sales revenues. During the three months ended March 31, 2025 and 2024, the Company recognized property management fees, call center fees and platform fees of $ million and $ million, respectively.

The Company also earns acquisition fees for properties acquired by the 2016 Joint Venture, the 2018 Joint Venture, the 2023 Joint Venture and the 2024 Joint Venture. These fees are based on a percentage of the gross capitalization of the acquired assets determined by the members of the 2016 Joint Venture, the 2018 Joint Venture, the 2023 Joint Venture and the 2024 Joint Venture, and are generally earned when the unconsolidated real estate ventures obtain title and control of an acquired property. During the three months ended March 31, 2025 and 2024, the Company recognized no acquisition fees.

The Company provides or makes available tenant insurance or tenant warranty protection programs for tenants at its properties. For certain of the properties in the Company’s consolidated portfolio and unconsolidated real estate ventures, the Company provides such tenant insurance through the Company’s wholly-owned captive insurance company and a separate reinsurance company in which the Company has a partial ownership interest. With respect to properties in the Company’s unconsolidated real estate ventures, the Company receives % of all proceeds from tenant insurance and tenant warranty protection programs at each unconsolidated real estate venture property in exchange for facilitating the programs at those properties. During the three months ended March 31, 2025 and 2024, the Company recognized $ million and $ million, respectively, of revenue related to these activities.

% cumulative redeemable preferred shares of beneficial interest ("Series A Preferred Shares") rank senior to the Company's common shares with respect to dividend rights and rights upon its liquidation, dissolution or winding up. Dividends on the Series A Preferred Shares, which are payable quarterly in arrears, are cumulative from the date of original issuance in the amount of $ per share each year. The Series A Preferred Shares became redeemable by the Company in October 2022 for a cash redemption price of $ per share, plus accrued but unpaid dividends. The increase in Series A Preferred Shares outstanding from December 31, 2024 to March 31, 2025, was due to the issuance of Series A Preferred Shares upon the redemption of an equivalent number of % Series A-1 Cumulative Redeemable Preferred Units ("Series A-1 preferred units"). As of March 31, 2025 the Company had Series A Preferred Shares issued and outstanding.

million of the Company's common shares in sales deemed to be "at the market offerings" (the "sales agreement"). The sales agreement contemplates that, in addition to the issuance and sale by the Company of offered shares to or through the sale agents, the Company may enter into separate forward sale agreements with any forward purchaser. If the Company enters into a forward sale agreement with any forward purchaser, such forward purchaser will attempt to borrow from third parties and sell, through the related agent, acting as sales agent for such forward purchaser (each, a "forward seller"), offered shares, in an amount equal to the offered shares subject to such forward sale agreement, to hedge such forward purchaser’s exposure under such forward sale agreement. The Company may offer the common shares through the agents, as the Company's sales agents, or, as applicable, as forward seller, or directly to the agents or forward sellers, acting as principals, by means of, among others, ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices.

During the three months ended March 31, 2025, the Company did sell any common shares through the ATM program. As of March 31, 2025, the Company had $ million of capacity remaining under its most recent ATM Program.

Common Share Repurchase Program

On July 11, 2022, the Company approved a share repurchase program authorizing, but not obligating, the repurchase of up to $ million of the Company's common shares from time to time. On December 1, 2023, the Company approved a new share repurchase program authorizing, but not obligating, the repurchase of up to $ million of the Company's common shares from time to time. On November 14, 2024, the Company approved a new share repurchase program authorizing, but not obligating, the repurchase of up to $ million of the Company's common shares from time to time. The timing, manner, price and amount of any repurchase transactions will be determined by the Company in its discretion and will be subject to share price, availability, trading volume and general market conditions. Under these programs, the Company did not repurchase any common shares during the three months ended March 31, 2025 and has remaining capacity of approximately $ million.

Noncontrolling Interests

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

OP units LTIP units DownREIT unitsDownREIT OP units Total

per unit and receive distributions at an annual rate of %. These distributions are cumulative. The Series A-1 preferred units are redeemable at the option of the holder after the first anniversary of the date of issuance, which redemption obligations may be satisfied at the Company’s option in cash in an amount equal to the market value of an equivalent number of the Series A Preferred Shares or the issuance of the Series A Preferred Shares on a -for-one basis, subject to adjustments. Generally, the Series A-1 preferred units become redeemable by the Company beginning after the initial issuance of each Series A-1 preferred unit at a stated value of $ per unit, plus accrued but unpaid distributions. The decrease in Series A-1 preferred units outstanding from December 31, 2024 to March 31, 2025 was due to the redemption of Series A-1 preferred units for an equivalent number of Series A Preferred Shares.

OP Units and DownREIT OP units

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

The decrease in OP units outstanding from December 31, 2024 to March 31, 2025 was due to the redemption of OP units for an equal number of common shares, partially offset by the conversion of LTIP units into an equivalent number of OP units.

LTIP Units

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

The increase in LTIP units outstanding from December 31, 2024 to March 31, 2025 was due to the issuance of compensatory LTIP units to employees and trustees, net of forfeitures. This increase was partially offset by the conversion of LTIP units into an equivalent number of OP units.

$ Buildings and improvements Furniture and equipment Total self storage properties Less accumulated depreciation()()Self storage properties, net$ $

Depreciation expense related to self storage properties amounted to $ million and $ million during the three months ended March 31, 2025 and 2024, respectively.

million in equity (approximately $ million from the 2024 NSA Member in exchange for a % ownership interest and approximately $ million from the 2024 JV Investor in exchange for a % ownership interest) and proceeds from a $ million interest-only secured debt financing with an interest rate of % per annum and a term of .

A subsidiary of the Company is acting as the non-member manager of the 2024 Joint Venture (the "2024 NSA Manager"). The 2024 NSA Manager directs, manages and controls the day-to-day operations and affairs of the 2024 Joint Venture but may not cause the 2024 Joint Venture to make certain major decisions involving the business of the 2024 Joint Venture without the consent of both 2024 JV Members, including the approval of annual budgets, sales and acquisitions of properties, financings, and certain actions relating to bankruptcy.

In February 2024, pursuant to a contribution agreement executed by the 2024 JV Members on December 21, 2023, in exchange for cash the Company contributed to the 2024 Joint Venture self storage properties located across states, consisting of approximately million rentable square feet configured in approximately storage units.

As of March 31, 2025, the 2024 Joint Venture owned and operated self storage properties containing approximately million rentable square feet, configured in approximately storage units and located across states.

2023 Joint Venture

On December 15, 2023, the Company, through a newly formed subsidiary (the "2023 NSA Member"), entered into an agreement (the "2023 JV Agreement") to form a joint venture (the "2023 Joint Venture") with a state pension fund advised by Heitman Capital Management LLC (the "2023 JV Investor," together with the 2023 NSA Member, the "2023 JV Members") to acquire and operate self storage properties. The 2023 JV Agreement provides for equity capital contributions by the 2023 JV Members of up to $ million over a twenty-four month investment period (subject to extension options if both of the 2023 JV Members agree) starting in December 2023, with the 2023 JV Investor holding a % ownership interest and the 2023 NSA Member holding a % ownership interest.

A subsidiary of the Company is acting as the non-member manager of the 2023 Joint Venture (the "2023 NSA Manager"). The 2023 NSA Manager directs, manages and controls the day-to-day operations and affairs of the 2023 Joint Venture but may not cause the 2023 Joint Venture to make certain major decisions involving the business of the 2023 Joint Venture without the consent of both 2023 JV Members, including the approval of annual budgets, sales and acquisitions of properties, financings, and certain actions relating to bankruptcy.

During the three months ended September 2024, the 2023 Joint Venture acquired self storage properties located across states, consisting of approximately million rentable square feet configured in approximately storage units for approximately $ million. The 2023 Joint Venture financed the acquisitions with capital contributions from the 2023 JV Members, of which the Company contributed approximately $ million.

As of March 31, 2025, the 2023 Joint Venture owned and operated self storage properties containing approximately million rentable square feet, configured in approximately storage units and located across states.

2018 Joint Venture

As of March 31, 2025, the Company's unconsolidated real estate venture, formed in September 2018 with an affiliate of Heitman America Real Estate REIT LLC (the "2018 Joint Venture"), in which the Company has a % ownership interest, owned and operated self storage properties containing approximately million rentable square feet, configured in approximately storage units and located across states.

% ownership interest, owned and operated properties containing approximately million rentable square feet, configured in approximately storage units and located across states. $ Less accumulated depreciation()()Self storage properties, net Other assets Total assets$ $ LIABILITIES AND EQUITYDebt financing$ $ Other liabilities Equity Total liabilities and equity$ $

The following tables present the combined condensed operating information of the Company's unconsolidated real estate ventures for the three months ended March 31, 2025 and 2024 (dollars in thousands):


	Three Months Ended March 31,
	2025	2024
Total revenue	$	$
Property operating expenses	()	()
Supervisory, administrative and other expenses	()	()
Depreciation and amortization	()	()
Interest expense	()	()

(1)Investment amounts include investments classified as annexes to existing properties.

Dispositions

self storage properties to third parties for net proceeds of approximately $ million. The Company recorded a net gain on the dispositions of $ million.

and $, respectively $ $ Receivables:Trade, net Tenant insurance, former PROs and other Receivable from unconsolidated real estate ventures Property acquisition deposits Interest rate swaps Prepaid expenses and other Corporate furniture, equipment and other, net Trade names

Management contracts, net of accumulated amortization of $ and $, respectively

Tenant reinsurance intangible assets, net of accumulated amortization of $ and $, respectively

Goodwill Total$ $

Amortization expense related to customer in-place leases amounted to $ million and $ million for the three months ended March 31, 2025 and 2024, respectively. Amortization expense related to management contracts amounted to $ million and $ million for the three months ended March 31, 2025 and 2024, respectively. Amortization expense related to the tenant reinsurance intangible amounted to $ million and $ million for the three months ended March 31, 2025 and 2024, respectively.

%$ $ Term loan D % Term loan E % 2028 Term loan facility % April 2029 Term loan facility % June 2029 Term loan facility % May 2026 Senior Unsecured Notes % October 2026 Senior Unsecured Notes % July 2028 Senior Unsecured Notes % September 2028 Senior Unsecured Notes % October 2028 Senior Unsecured Notes % 2029 Senior Unsecured Notes % August 2030 Senior Unsecured Notes % October 2030 Senior Unsecured Notes % November 2030 Senior Unsecured Notes % May 2031 Senior Unsecured Notes % August 2031 Senior Unsecured Notes % September 2031 Senior Unsecured Notes % November 2031 Senior Unsecured Notes % August 2032 Senior Unsecured Notes % November 2032 Senior Unsecured Notes % May 2033 Senior Unsecured Notes % October 2033 Senior Unsecured Notes % November 2033 Senior Unsecured Notes % 2034 Senior Unsecured Notes % 2036 Senior Unsecured Notes % Fixed rate mortgages payable % Total principal

Unamortized debt issuance costs and debt premium, net

()()Total debt$ $

(1)Represents the effective interest rate as of March 31, 2025. Effective interest rate incorporates the stated rate plus the impact of interest rate cash flow hedges and discount and premium amortization, if applicable. For the revolving line of credit, the effective interest rate excludes fees for unused borrowings.

As of March 31, 2025, the Company's unsecured credit facility provided for total borrowings of $ billion (the "credit facility") consisting of the following components: (i) a revolving line of credit (the "Revolver") which provides for a total borrowing commitment up to $ million, under which the Company may borrow, repay and re-borrow amounts, (ii) a $ million tranche D term loan facility (the "Term Loan D") and (iii) a $ million tranche E term loan facility (the "Term Loan E"). As of March 31, 2025, the Company had an expansion option under the credit facility, which, if exercised in full, would provide for a total borrowing capacity of $ billion.

million and would have had the capacity to borrow remaining Revolver commitments of $ million while remaining in compliance with the credit facility's financial covenants. At March 31, 2025, the Company was in compliance with all such covenants.

Future Debt Obligations

$()$()2026 () 2027 () 2028 () 2029 () 2030 () Thereafter () $ $()$

Net income attributable to noncontrolling interests

()()

Net income attributable to National Storage Affiliates Trust

Distributions to preferred shareholders

()()

Distributed and undistributed earnings allocated to participating securities

()()

Net income attributable to common shareholders - basic

Effect of assumed conversion of dilutive securities

Net income attributable to common shareholders - diluted

$ $

Denominator

Weighted average shares outstanding - basic

Effect of dilutive securities:

Weighted average OP units outstanding

Weighted average DownREIT OP unit outstanding

Weighted average LTIP units outstanding

Weighted average subordinated performance units and DownREIT subordinated performance unit

Weighted average shares outstanding - diluted

Earnings per share - basic$ $ Earnings per share - diluted$ $

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

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

-for-one basis, which are then exchangeable for common shares as described above. Certain LTIP units vested prior to or upon the completion of the Company's initial public offering and certain LTIP units have vested upon the satisfaction of a service or market condition or will vest upon the satisfaction of future service and market conditions. Vested LTIP units and unvested LTIP units that vest based on a service or market condition are allocated income or loss in a similar manner as OP units. Unvested LTIP units subject to a service or market condition are evaluated for dilution using the treasury stock method. For the three months ended March 31, 2025, unvested LTIP units that vest based on a service or market condition are excluded from the calculation of diluted earnings per share as they are not dilutive to earnings per share.

Effective as of July 1, 2024, in connection with the Company's internalization of its PRO structure, all outstanding subordinated performance units and DownREIT subordinated performance units were converted into OP units and DownREIT OP units, respectively. For periods in which the subordinated performance units were outstanding, the Company calculated the potentially dilutive impact of such units by assuming a hypothetical conversion into OP units and DownREIT OP units and considering the GAAP income that was allocated to such units.

For the three months ended March 31, 2025, potential common shares totaling million related to OP units, DownREIT OP units and vested LTIP units have been excluded from the calculation of diluted earnings per share as they are not dilutive to earnings per share.

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

10.

million for supervisory and administrative fees to its former PROs pursuant to their respective management contracts. In connection with the internalization of the PRO structure, the Company entered into new asset management agreements with certain of its former PROs to continue to provide leasing, operating, supervisory and administrative services for certain self storage properties on a transitionary basis. These new asset management agreements generally provided for fees ranging from % to % of gross revenue for such managed self storage properties. Under the current asset management agreements with former PROs, during the three months ended March 31, 2025, the Company incurred $ million for supervisory and administrative fees. Supervisory and administrative fees are included in general and administrative expenses in the accompanying condensed consolidated statements of operations.

Payroll Services

For the self storage properties that were managed by the Company's former PROs, and pursuant to their respective management contracts and new asset management agreements, the employees responsible for operations were employees of the Company's former PROs who charged the Company for the costs associated with the respective employees. For the three months ended March 31, 2025 and 2024, the Company incurred $ million and $ million, respectively, for payroll and related costs reimbursable to these former PROs. Such costs are included in property operating expenses in the accompanying condensed consolidated statements of operations.

11.

12.

$ $ $ As of December 31, 2024Interest Rate Swaps$ $ $

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


Fair value at December 31, 2023			$
(Gains) and losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss)			()
Unrealized gains and realized (losses) on interest rate swaps and forward starting swaps included in accumulated other comprehensive income (loss)
Fair value at March 31, 2024			$

Fair value at December 31, 2024			$
(Gains) and losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss)			()
Unrealized and realized losses on interest rate swaps and forward starting swaps included in accumulated other comprehensive income (loss)			()
Fair value at March 31, 2025			$

As of March 31, 2025 and December 31, 2024, the Company had outstanding interest rate swaps with aggregate current notional amounts of $ million and $ million, respectively, designated as cash flow hedges. As of March 31, 2025, the Company's swaps had a weighted average remaining term of approximately years.

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

million of the unrealized gains included in accumulated other comprehensive income (loss). If market interest rates remain above the % weighted average fixed rate under these interest rate swaps the Company will continue to receive payments due to it from its counterparties to the interest rate swaps.

There were no transfers between levels of the three-tier fair value measurement hierarchy during the three months ended March 31, 2025 and 2024. For financial assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including applicable yield curves. The Company uses valuation techniques for Level 2 financial assets and liabilities which include applicable yield curves at the reporting date as well as assessing counterparty credit risk. Counterparties to these contracts are highly rated financial institutions. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company's derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the counterparties. As of March 31, 2025 and 2024, the Company determined that the effect of credit valuation adjustments on the overall valuation of its derivative positions are not significant to the overall valuation of its derivatives. Therefore, the Company has determined that its derivative valuations are appropriately classified in Level 2 of the fair value hierarchy.

Fair Value Disclosures

The carrying values of cash and cash equivalents, restricted cash, trade receivables, accounts payable and accrued liabilities reflected in the condensed consolidated balance sheets at March 31, 2025 and 2024, approximate fair value due to the short term nature of these financial assets and liabilities. The carrying value of variable rate debt financing, comprising the Revolver, term loans under our credit facility and our term loan facilities, reflected in the condensed consolidated balance sheets at March 31, 2025 and 2024, approximates fair value as the changes in their associated interest rates reflect the current market and credit risk, which is similar to when the loans were originally obtained.

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

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

$ $ $ Mortgage Notes

(1) Carrying value represents the principal balance outstanding

13.

reportable segment consisting of owning and managing self storage properties located in the United States. The Company collects rental revenue from customers for space rentals and related fees. Although the Company has several operating segments consisting of self storage properties in different geographic markets, these operating segments have been aggregated into reportable segment based on the similar economic characteristics among all markets. The Company considers factors such as the physical and economic characteristics of its properties and the related operating activities in determining its operating segments. Operating segments that exhibit similar physical and economic characteristics and other operating similarities have been aggregated. The Company has other operating segments, consisting of activities other than owning and managing self storage properties, that are insignificant based on the guidance set forth in ASC 280, and included under the heading "All Other."

The Company's chief operating decision maker ("CODM") is its President and Chief Executive Officer. The CODM uses net operating income ("NOI") to assess segment performance and allocate resources. NOI is the key measure used by the CODM to evaluate the economic productivity from owning and managing the Company's self storage properties, as it enables the CODM to evaluate the operating performance of the Company's self storage properties on a consistent and comparable basis from period to period.

Reportable segment asset information is not provided to the CODM as the CODM does not use segment asset information to evaluate the business and allocate resources.

$ Other property-related revenue Total reportable segment revenue

Property operating expenses

Store payroll and related costs Property tax expense Utilities expense Repairs & maintenance expense Marketing expense Insurance expense Other property operating expenses Total property operating expenses Net operating income$ $

$ Other property-related revenue Total reportable segment revenue Management fees and other revenue Total Revenue$ $ $ All OtherManagement fees and other revenue()()General and administrative expenses Depreciation and amortization Other Interest expense Equity in losses of unconsolidated real estate ventures Acquisition and integration costs Non-operating income()()Gain on sale of self storage properties()()Net operating income$ $

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 acquisition or disposition of properties, including those under contract, and the ability of our acquisitions to achieve underwritten capitalization rates and our ability to execute on our acquisition pipeline;

•the timing of acquisitions or dispositions;

•the integration of the properties managed by our former participating regional operators ("PROs") into our platforms, including into our financial and operational reporting infrastructure and internal control framework;

•our operating performance and projected operating results, including our ability to achieve market rents and occupancy levels, reduce operating expenditures and increase the sale of ancillary products and services;

•our ability to access additional off-market acquisitions;

•actions and initiatives of the U.S. federal, state and local government and changes to U.S. federal, state and local government policies, 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;

•economic trends and economic recoveries;

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

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

•impacts from 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 on our products, operations, and business;

•the implementation of our technology programs (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, 2024, and the other documents we file from time to time with the SEC. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

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

Our vice chairperson of the board of trustees and former 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. Although the PRO structure contributed significantly to our growth over the last decade, the internalization of the PRO structure was always a part of our long term vision. Our former structure offered the former PROs a unique opportunity to serve as regional property managers for their managed portfolios and directly participate in the potential upside of those properties while simultaneously diversifying their investment to include a broader portfolio of self storage properties. Over time, largely through our unconsolidated real estate ventures, PRO retirements and the internalization of our PRO structure, effective July 1, 2024, 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, 2025, our property management platform managed and controlled the majority of our 816 consolidated properties and all 259 of our unconsolidated real estate venture properties. The properties are primarily managed by us under the brands of iStorage, Move It, Moove In, 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, 2025, we owned a geographically diversified portfolio of 816 self storage properties located in 37 states and Puerto Rico, comprising approximately 52.2 million rentable square feet, configured in approximately 410,000 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 259 properties, to present a potential acquisition opportunity. This 75% third-party share of gross real estate assets is approximately $2.0 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, 2025, 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, 2025, the 2023 Joint Venture, in which we have a 25% ownership interest, owned and operated 18 self storage properties, all of which were acquired by the 2023 Joint Venture in 2024, containing approximately 1.2 million rentable square feet, configured in approximately 8,000 storage units and located across two states.

2018 Joint Venture

As of March 31, 2025, 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.

2016 Joint Venture

As of March 31, 2025, 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 and the internalization of our PRO structure. We acquired three self storage properties and disposed of two self storage properties during the three months ended March 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 should be read in conjunction with the accompanying condensed consolidated financial statements in Item 1. Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our condensed consolidated financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

Three Months Ended March 31, 2025 compared to the Three Months Ended March 31, 2024

The following table illustrates the changes in rental revenue, other property-related revenue, management fees and other revenue, property operating expenses, and other expenses for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 (dollars in thousands):


	Three Months Ended March 31,
	2025		2024		Change

Rental revenue	$	169,475	$	180,382	$	(10,907)
Other property-related revenue	6,744		6,692		52
Management fees and other revenue	12,135		9,074		3,061
Total revenue	188,354		196,148		(7,794)
Property operating expenses	55,104		54,694		410
General and administrative expenses	13,145		15,674		(2,529)
Depreciation and amortization	48,116		47,331		785
Other	4,476		3,492		984
Total operating expenses	120,841		121,191		(350)
Other (expense) income
Interest expense	(40,475)		(38,117)		(2,358)

Equity in (losses) of unconsolidated real estate ventures	(5,739)		(1,630)		(4,109)
Acquisition and integration costs	(2,445)		(507)		(1,938)
Non-operating income	360		98		262
Gain on sale of self storage properties	1,425		61,173		(59,748)
Other (expense) income, net	(46,874)		21,017		(67,891)
Income before income taxes	20,639		95,974		(75,335)
Income tax expense	(1,120)		(886)		(234)
Net income	19,519		95,088		(75,569)
Net income attributable to noncontrolling interests	(6,525)		(36,061)		29,536
Net income attributable to National Storage Affiliates Trust	12,994		59,027		(46,033)
Distributions to preferred shareholders	(5,114)		(5,110)		(4)
Net income attributable to common shareholders	$	7,880	$	53,917	$	(46,037)

Total Revenue

Our total revenue, including management fees and other revenue, decreased by $7.8 million, or 4.0%, for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. This decrease was primarily attributable to the contribution of 56 self storage properties to the 2024 Joint Venture and the sale of 42 self storage properties to unaffiliated third parties between January 1, 2024 and March 31, 2025. The decrease in total revenue was also attributable to a decrease in total portfolio average occupancy from 85.2% for the three months ended March 31, 2024 to 83.4% for the three months ended March 31, 2025. Average occupancy is calculated based on the average of the month-end occupancy immediately preceding the period presented and the month-end occupancies included in the respective period presented.

Rental Revenue

Rental revenue decreased by $10.9 million, or 6.0%, for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. The decrease in rental revenue was primarily attributable to the contribution of 56 self storage properties to the 2024 Joint Venture and the sale of 42 self storage properties to unaffiliated third parties between January 1, 2024 and March 31, 2025. 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") decreased from $15.70, for the three months ended March 31, 2024 to $15.58, or 0.8%, for the three months ended March 31, 2025, driven primarily by decreased contractual lease rates for in-place tenants.

Other Property-Related Revenue

Other property-related revenue represents ancillary income from our self storage properties, such as tenant insurance-related access fees and sales of storage supplies. Other property-related revenue increased by $0.1 million, or 0.8%, for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024.

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 $3.1 million, or 33.7%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. This increase was primarily attributable to increased property management fees resulting from the 2023 Joint Venture and the 2024 Joint Venture and an increase in tenant insurance activity upon our acquisition of certain rights related to certain former PROs’ tenant insurance-related programs during the year ended December 31, 2024.

Property Operating Expenses

Property operating expenses increased by $0.4 million, or 0.7%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The increase in property operating expenses was primarily attributable to increases in marketing, repairs and maintenance, and utilities expense, partially offset by the contribution of 56 self storage properties to the 2024 Joint Venture and the sale of 42 self storage properties to unaffiliated third parties between January 1, 2024 and March 31, 2025.

General and Administrative Expenses

General and administrative expenses decreased by $2.5 million, or 16.1%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. This result was primarily attributable to a decrease in management fees following the internalization of the PRO structure from $5.1 million for the three months ended March 31, 2024 to $1.4 million for the three months ended March 31, 2025.

Depreciation and Amortization

Depreciation and amortization increased $0.8 million, or 1.7%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. This increase was primarily attributable to the incremental depreciation expense related to the 10 self storage properties acquired between January 1, 2024 and March 31, 2025.

Other

Other expenses increased $1.0 million, or 28.2%, for the three months ended March 31, 2025, compared to the three months ended March 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 during the year ended December 31, 2024.

Interest Expense

Interest expense increased $2.4 million, or 6.2%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The increase in interest expense was primarily attributable to an increase in the amount of debt subject to variable interest rates (excluding variable-rate debt subject to interest rate swaps) outstanding from $138.0 million, as of March 31, 2024, to $425.8 million as of March 31, 2025.

Equity In Losses Of Unconsolidated Real Estate Ventures

Equity in losses of unconsolidated real estate ventures represents our share of earnings and losses incurred through our 25% ownership interests in the 2024 Joint Venture, the 2023 Joint Venture, the 2018 Joint Venture and the 2016 Joint Venture. During the three months ended March 31, 2025, we recorded $5.7 million of equity in losses from our unconsolidated real estate ventures compared to $1.6 million of losses for the three months ended March 31, 2024. The increase 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 March 31, 2025.

Acquisition and Integration Costs

Acquisition and integration costs increased $1.9 million for the three months ended March 31, 2025, compared to the three months ended March 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 $1.4 million, for the three months ended March 31, 2025, compared to $61.2 million for the three months ended March 31, 2024. The gain on sale of self storage properties was primarily attributable to the sale of two self storage properties to third parties during the three months ended March 31, 2025, for net proceeds of $9.8 million.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests was $6.5 million for the three months ended March 31, 2025, compared to $36.1 million for the three months ended March 31, 2024. The decrease was primarily attributable to the decrease in net income driven by larger gains on the sale of self storage properties recognized in the three months ended March 31, 2024.

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.

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 condensed consolidated financial statements.

The following table presents a reconciliation of net income to FFO and Core FFO for the three months ended March 31, 2025 and 2024 (dollars in thousands, except per share and unit amounts):


	Three Months Ended March 31,
	2025		2024
Net income	$	19,519	$	95,088
Add (subtract):
Real estate depreciation and amortization	47,661		46,964
Equity in losses of unconsolidated real estate ventures	5,739		1,630
Company's share of FFO in unconsolidated real estate ventures	5,052		5,685
Gain on sale of self storage properties	(1,425)		(61,173)
Distributions to preferred shareholders and unitholders	(5,568)		(5,568)
FFO attributable to subordinated performance units(1)	—		(10,730)
FFO attributable to common shareholders, OP unitholders, and LTIP unitholders	70,978		71,896
Add:
Acquisition costs	403		507
Integration costs(2)	2,042		—
Core FFO attributable to common shareholders, OP unitholders, and LTIP unitholders	$	73,423	$	72,403

Weighted average shares and units outstanding - FFO and Core FFO:(3)
Weighted average shares outstanding - basic	76,372		80,236
Weighted average restricted common shares outstanding	21		22
Weighted average OP units outstanding	52,147		37,633
Weighted average DownREIT OP unit outstanding	5,769		2,120
Weighted average LTIP units outstanding	925		693
Total weighted average shares and units outstanding - FFO and Core FFO	135,234		120,704

FFO per share and unit	$	0.52	$	0.60
Core FFO per share and unit	$	0.54	$	0.60


(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.
(3)			We combine OP units and DownREIT OP units with common shares because, after the applicable lock-out periods, OP units in our operating partnership are redeemable for cash or, at our option, exchangeable for common shares on a one-for-one basis and DownREIT OP units are also redeemable for cash or, at our 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 Note 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.

The following table presents a reconciliation of earnings per share - diluted to FFO and Core FFO per share and unit for the three months ended March 31, 2025 and 2024:



	Three Months Ended March 31,
	2025		2024
Earnings per share - diluted	$	0.10	$	0.65
Impact of the difference in weighted average number of shares(1)	(0.04)		0.10
Impact of GAAP accounting for noncontrolling interests, two-class method and treasury stock method(2)	0.04		—
Add real estate depreciation and amortization	0.35		0.39
Add equity in losses of unconsolidated real estate ventures	0.04		0.01
Add Company's share of FFO in unconsolidated real estate ventures	0.04		0.05
Subtract gain on sale of self storage properties	(0.01)		(0.51)
FFO attributable to subordinated performance unitholders	—		(0.09)
FFO per share and unit	0.52		0.60
Add acquisition costs	—		—
Add integration costs	0.02		—
Core FFO per share and unit	$	0.54	$	0.60


(1)			Adjustment accounts for the difference between the weighted average number of shares used to calculate diluted earnings per share and the weighted average number of shares used to calculate FFO and Core FFO per share and unit. Diluted earnings per share is calculated using the two-class method for the company's restricted common shares and the treasury stock method for certain unvested LTIP units, and assumes the conversion of vested LTIP units into OP units on a one-for-one basis and the hypothetical conversion of subordinated performance units, and DownREIT subordinated performance units into OP units, even though such units may have only been convertible into OP units (i) after a lock-out period and (ii) upon certain events or conditions. 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 Note 1.

Net Operating Income

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

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

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

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

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

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 March 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 three months ended March 31, 2025 compared to the three months ended March 31, 2024 (dollars in thousands):


	Three Months Ended March 31,
	2025		2024		Change
Rental revenue
Same store portfolio	$	162,224	$	167,620	$	(5,396)
Non-same store portfolio	7,251		12,762		(5,511)
Total rental revenue	169,475		180,382		(10,907)
Other property-related revenue
Same store portfolio	6,433		6,167		266
Non-same store portfolio	311		525		(214)
Total other property-related revenue	6,744		6,692		52
Property operating expenses
Same store portfolio	52,245		50,402		1,843
Non-same store portfolio	2,859		4,800		(1,941)
Prior period comparability adjustment(1)	—		(508)		508
Total property operating expenses	55,104		54,694		410
Net operating income
Same store portfolio	116,412		123,385		(6,973)
Non-same store portfolio	4,703		8,995		(4,292)
Total net operating income	$	121,115	$	132,380	$	(11,265)

(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 $5.4 million, or 3.2%, for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. This decrease in same store portfolio rental revenue was driven primarily by a decrease in average occupancy from 85.8% for the three months ended March 31, 2024 to 83.9% for the three months ended March 31, 2025. Average annualized same store rental revenue per occupied square foot decreased from $15.86 to $15.70, or 1.0%, for the three months ended March 31, 2025, driven primarily by decreased lease rates for new tenants.

Other Property-Related Revenue

Same store portfolio other property-related revenue increased $0.3 million, or 4.3%, for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024.

Property Operating Expenses

Same store portfolio property operating expenses increased $1.8 million, or 3.7%, for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. The increase in same store property operating expenses was a result of increases in marketing, repairs and maintenance, and utilities expense, partially offset by decreases in personnel costs during the three months ended March 31, 2025.

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


	Three Months Ended March 31,
	2025		2024
Net income	$	19,519	$	95,088
(Subtract) Add:
Management fees and other revenue	(12,135)		(9,074)
General and administrative expenses	13,145		15,674
Other	4,476		3,492
Depreciation and amortization	48,116		47,331
Interest expense	40,475		38,117
Equity in losses of unconsolidated real estate ventures	5,739		1,630
Acquisition and integration costs	2,445		507
Income tax expense	1,120		886
Gain on sale of self storage properties	(1,425)		(61,173)
Non-operating income	(360)		(98)
Net Operating Income	$	121,115	$	132,380

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 the 2016 Joint Venture, the 2018 Joint Venture, the 2023 Joint Venture and the 2024 Joint Venture see Note 5 to the condensed consolidated financial statements in Item 1.

EBITDA and Adjusted EBITDA

We define EBITDA as net income (loss), as determined under GAAP, plus interest expense, loss on early extinguishment of debt, income taxes, depreciation and amortization expense and the Company's share of unconsolidated real estate venture depreciation and amortization. We define Adjusted EBITDA as EBITDA plus acquisition costs, 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;

•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):


	Three Months Ended March 31,
	2025			2024
Net income	$	19,519		$	95,088
Add (subtract):
Depreciation and amortization	48,116			47,331
Company's share of unconsolidated real estate venture depreciation and amortization	5,411			4,552
Interest expense	40,475			38,117
Income tax expense	1,120			886
EBITDA	114,641			185,974
Add (subtract):
Acquisition costs	403			507
Effect of hypothetical liquidation at book value (HLBV) accounting for unconsolidated 2024 Joint Venture(1)	5,381			2,764
Gain on sale of self storage properties	(1,425)			(61,173)
Integration costs, excluding equity-based compensation(2)	930			—
38.62			—			$	350,256,892

(1)

The number of shares purchased represents restricted common shares surrendered by certain of our employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted common shares issued to them. The price paid per share is based on the closing price of our common shares on February 28, 2025 which is the date prior to the date of withholding.

Use of Proceeds

Not applicable.

ITEM 3. Defaults Upon Senior Securities

Not applicable.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

Not applicable.


ITEM 6. Exhibits
The following exhibits are filed with this report:

Exhibit Number			Exhibit Description

3.1			Articles of Amendment and Restatement of National Storage Affiliates Trust (Exhibit 3.1 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
3.2			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)
3.3			Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 3.3 to the Form 8-A, filed with the SEC on October 10, 2017, is incorporated herein by this reference)
3.4			Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 3.4 to the Form S-3ASR, filed with the SEC on March 14, 2018, is incorporated herein by this reference)
3.5			Articles Supplementary and Certificate of Correction to Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 3.5 to the Quarterly Report on Form 10-Q, filed with the SEC on May 3, 2019, is incorporated herein by this reference)
3.6			Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 19, 2021, is incorporated herein by this reference)
3.7			Articles Supplementary designating the Series B Preferred Shares of National Storage Affiliates Trust (Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on March 21, 2023, is incorporated herein by this reference)
4.1			Specimen Common Share Certificate of National Storage Affiliates Trust (Exhibit 4.1 to the Registration Statement on Form S-11/A filed with the SEC on April 20, 2015, is incorporated herein by reference)
4.2			Form of Specimen Certificate of Series A Preferred Shares of National Storage Affiliates Trust (Exhibit 4.1 to the Registration Statement on Form 8-A filed with the SEC on October 10, 2017, is incorporated herein by this reference)
4.3			Description of Common Shares of Beneficial Interest, 6.000% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest and 6.000% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest (Exhibit 4.3 to the Annual Report on Form 10-K, filed with the SEC on February 28, 2024, is incorporated herein by this reference)
31.1*			Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*			Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**			Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*			Inline XBRL Taxonomy Extension Schema
101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase
104*			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)



*			Filed herewith.
**			Furnished herewith.

SIGNATURES

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


			National Storage Affiliates Trust

By:			/s/ DAVID G. CRAMER
			David G. Cramer
			president and chief executive officer
			(principal executive officer)


By:			/s/ BRANDON S. TOGASHI
			Brandon S. Togashi
			executive vice president and chief financial officer
			(principal financial officer)

Date: May 6, 2025

National Storage Affiliates Trust - Quarter Report: 2025 March (Form 10-Q)

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