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What changed in National Storage Affiliates Trust's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of National Storage Affiliates Trust's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+215 added−203 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in National Storage Affiliates Trust's 2025 10-K

215 paragraphs added · 203 removed · 176 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

34 edited+5 added−8 removed57 unchanged
Biggest changeNordhagen, 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.
Biggest changeNordhagen recognized a market opportunity for a differentiated public self storage REIT that would leverage the benefits of national scale by integrating multiple experienced regional self storage operators with local operational focus and expertise, which we refer to as our former PRO structure.
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.
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.
In addition, we have has sufficient scale for various centralized functions, including financial reporting, the operation of call centers, expanding cell tower leasing, a national credit card processing program, marketing, information technology, legal support, and capital market functions, to achieve substantial cost savings over smaller, individual operators.
In addition, we have sufficient scale for various centralized functions, including financial reporting, the operation of call centers, expanding cell tower leasing, a national credit card processing program, marketing, information technology, legal support, and capital market functions, to achieve substantial cost savings over smaller, individual operators.
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.
We earn certain customary fees for managing and operating the properties in the managed 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.
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. Our Financing Strategy We expect to maintain a flexible approach in financing new property acquisitions.
This 75% third-party share of gross real estate assets is approximately $2.1 billion based on the historical book value of the joint ventures. Were we to pursue an acquisition of these interests, it could potentially drive our future growth. Our Financing Strategy We expect to maintain a flexible approach in financing new property acquisitions.
The timing and amount of these offerings, if any, will be determined by our management based on their evaluation of market conditions, share price, legal requirements and other factors. During the year ended December 31, 2024, we did not sell any common shares through the ATM program. Joint Ventures.
The timing and amount of these offerings, if any, will be determined by our management based on their evaluation of market conditions, share price, legal requirements and other factors. During the year ended December 31, 2025, we did not sell any common shares through the ATM program. Joint Ventures.
Over 70% of our consolidated portfolio is located in the top 100 MSAs, based on our 2024 net operating income ("NOI"). We believe that these properties are primarily located in high quality growth markets that have attractive supply and demand characteristics and are less sensitive to the fluctuations of the general economy.
Over 70% of our consolidated portfolio is located in the top 100 MSAs, based on our 2025 net operating income ("NOI"). We believe that these properties are primarily located in high quality growth markets that have attractive supply and demand characteristics and are less sensitive to the fluctuations of the general economy.
In general, we expect to fund our property acquisitions through a combination of borrowings under bank credit facilities (including term loans and revolving facilities), property-level debt, issuances of OP equity and public and private equity and debt issuances. Credit Facility. As of December 31, 2024, our unsecured credit facility provided for total borrowings of $1.355 billion (the "credit facility").
In general, we expect to fund our property acquisitions through a combination of borrowings under bank credit facilities (including term loans and revolving facilities), property-level debt, issuances of OP equity and public and private equity and debt issuances. Credit Facility. As of December 31, 2025, our unsecured credit facility provided for total borrowings of $1.355 billion (the "credit facility").
The following is a summary of our 2024 consolidated acquisition activity (dollars in thousands): 5 Table of Contents Number of Number of Rentable State/Territory Properties Units Square Feet Fair Value 2024 Acquisitions: Florida (1) 3 1,615 184,299 $ 29,753 Texas (2) 3 1,291 215,393 27,572 North Carolina 1 514 63,250 7,548 Total 7 3,420 462,942 $ 64,873 (1) Includes land acquisition with no incremental storage.
The following is a summary of our 2024 consolidated acquisition activity (dollars in thousands): Number of Number of Rentable State/Territory Properties Units Square Feet Fair Value 2024 Acquisitions: Florida (1) 3 1,615 184,299 $ 29,753 Texas (2) 3 1,291 215,393 27,572 North Carolina 1 514 63,250 7,548 Total 7 3,420 462,942 $ 64,873 (1) Includes land acquisition with no incremental storage.
As of December 31, 2024, we had an expansion option under the credit facility, which, if exercised in full, would have provided for a total credit facility of $1.900 billion. Term Loan Facilities, Senior Unsecured Notes and Fixed Rate Mortgages.
As of December 31, 2025, we had an expansion option under the credit facility, which, if exercised in full, would have provided for a total credit facility of $1.900 billion. Term Loan Facilities, Senior Unsecured Notes and Fixed Rate Mortgages.
As of December 31, 2024, we had 1,466 employees, which includes employees of our property management platform. 11 Table of Contents Available Information We file registration statements, proxy statements, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those statements and reports with the Securities and Exchange Commission (the "SEC").
As of December 31, 2025, we had 1,458 employees, which includes employees of our property management platform. 11 Table of Contents Available Information We file registration statements, proxy statements, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those statements and reports with the Securities and Exchange Commission (the "SEC").
A complete listing of, and additional information about, our self storage properties is included in Item 2 of this report. During the year ended December 31, 2024, we acquired seven consolidated self storage properties and annexes to existing properties, all of which were acquired by us from unaffiliated third-party sellers.
A complete listing of, and additional information about, our self storage properties is included in Item 2 of this report. During the year ended December 31, 2025, we acquired four consolidated self storage properties and annexes to existing properties, all of which were acquired by us from unaffiliated third-party sellers.
We intend to leverage our property management platform to provide property and asset management services for future strategic joint ventures, generating additional operating profits and third party fee income. In addition, we consider the 75% third-party interest in our unconsolidated real estate ventures, which as of December 31, 2024 owned 259 properties, to present a potential acquisition opportunity.
We intend to leverage our property management platform to provide property and asset management services for future strategic joint ventures, generating additional operating profits and third party fee income. In addition, we consider the 75% third-party interest in our managed unconsolidated real estate ventures, which as of December 31, 2025 owned 262 properties, to present a potential acquisition opportunity.
We believe there is significant opportunity for continued external growth by partnering with institutional investors seeking to deploy capital in the self storage industry. 2024 Joint Venture As of December 31, 2024, our 2024 Joint Venture, in which we have a 25% ownership interest, owned and operated 56 self storage properties containing approximately 3.2 million rentable square feet, configured in approximately 24,000 storage units and located across seven states. 6 Table of Contents 2023 Joint Venture As of December 31, 2024, our 2023 Joint Venture (as defined in Note 5 to the consolidated financial statements in Item 8), 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 December 31, 2024, our 2018 Joint Venture (as defined in Note 5 to the consolidated financial statements in Item 8), in which we have a 25% ownership interest, owned and operated 104 self storage properties containing approximately 7.9 million rentable square feet, configured in approximately 65,000 storage units and located across 17 states. 2016 Joint Venture As of December 31, 2024, our 2016 Joint Venture, in which we have a 25% ownership interest, owned and operated 81 properties containing approximately 5.7 million rentable square feet, configured in approximately 47,000 storage units and located across 13 states.
We believe there is significant opportunity for continued external growth by partnering with institutional investors seeking to deploy capital in the self storage industry. 2024 Joint Venture As of December 31, 2025, our 2024 Joint Venture, in which we have a 25% ownership interest, owned and operated 56 self storage properties containing approximately 3.2 million rentable square feet, configured in approximately 24,000 storage units and located across seven states. 2023 Joint Venture As of December 31, 2025, our 2023 Joint Venture (as defined in Note 5 to the consolidated financial statements in Item 8), in which we have a 25% ownership interest, owned and operated 21 self storage properties containing approximately 1.4 million rentable square feet, configured in approximately 9,000 storage units and located across five states. 6 Table of Contents 2018 Joint Venture As of December 31, 2025, our 2018 Joint Venture (as defined in Note 5 to the consolidated financial statements in Item 8), in which we have a 25% ownership interest, owned and operated 104 self storage properties containing approximately 7.9 million rentable square feet, configured in approximately 65,000 storage units and located across 17 states. 2016 Joint Venture As of December 31, 2025, our 2016 Joint Venture, in which we have a 25% ownership interest, owned and operated 81 properties containing approximately 5.7 million rentable square feet, configured in approximately 47,000 storage units and located across 13 states.
The properties are primarily managed by us under the brands of iStorage, Move It, Moove In, Northwest, RightSpace, SecurCare and Southern.
The properties are primarily managed by us under the brands of iStorage, Move It, Northwest, RightSpace, SecurCare and Southern.
We may be required to comply with various state privacy statutes in connection with the operation of our business.
We may be required to comply with various state privacy and other statutes in connection with the operation of our business.
Of these properties, 306 were acquired by us from our former PROs, 508 were acquired by us from third-party sellers and one was acquired by us from the 2016 Joint Venture (as defined in Note 5 to the consolidated financial statements in Item 8).
Of these properties, 289 were acquired by us from our former PROs, 511 were acquired by us from third-party sellers and one was acquired by us from the 2016 Joint Venture (as defined in Note 5 to the consolidated financial statements in Item 8).
As of December 31, 2024, we owned 259 of our stores through unconsolidated real estate ventures with third parties. Our unconsolidated real estate venture partners typically provide most of the equity capital required for the acquisition of stores owned in these joint ventures.
As of December 31, 2025, we owned 262 of our stores through unconsolidated real estate ventures with third parties. Our unconsolidated real estate venture partners typically provide most of the equity capital required for the acquisition of stores owned in these joint ventures.
We seek to increase employee retention and well-being and our team members enjoy a robust benefit package that includes medical, dental, vision, life insurance, 401K with matching employer contribution and, for our corporate employees, a performance-based bonus incentive plan. We also seek to promote diversity among our employees and management team.
We seek to increase employee retention and well-being and our team members enjoy a robust benefit package that includes medical, dental, vision, life insurance, 401K with matching employer contribution and, for our corporate employees, a performance-based bonus incentive plan.
We will continue to utilize a combination of borrowings, including term loans, senior unsecured notes and fixed rate mortgages, for future acquisitions and to refinance existing debt. As of December 31, 2024, we had $460.0 million of term loan facilities, $1.950 billion of senior unsecured notes and $200.8 million of fixed rate mortgages outstanding.
We will continue to utilize a combination of borrowings, including term loans, senior unsecured notes and fixed rate mortgages, for future acquisitions and to refinance existing debt. As of December 31, 2025, we had $460.0 million of term loan facilities, $1.950 billion of senior unsecured notes and $198.6 million of fixed rate mortgages outstanding.
Our Property Management Platform Through our property management platform, we direct, manage and control the day-to-day operations and affairs of our consolidated properties and our unconsolidated real estate ventures. As of December 31, 2024, our property management platform managed and controlled the majority of our 815 consolidated properties and all 259 of our unconsolidated real estate venture properties.
Our Property Management Platform Through our property management platform, we direct, manage and control the day-to-day operations and affairs of our consolidated properties and our unconsolidated real estate ventures. As of December 31, 2025, our property management platform managed and controlled substantially all of our 801 consolidated properties and 262 of our unconsolidated real estate venture properties.
As of December 31, 2024, we had the entire amounts drawn on Term Loan D and Term Loan E and we had approximately $443.3 million of outstanding borrowings under the Revolver, and the capacity to borrow an additional $500.0 million under the Revolver while remaining in compliance with the credit facility's financial covenants.
As of December 31, 2025, we had the entire amounts drawn on Term Loan D and Term Loan E and we had approximately $400.9 million of outstanding borrowings under the Revolver, and the capacity to borrow an additional $542.1 million under the Revolver while remaining in compliance with the credit facility's financial covenants.
As of December 31, 2024, we held ownership interests in and operated a geographically diversified portfolio of 1,074 self storage properties located in 42 states and Puerto Rico, comprising approximately 70.2 million rentable square feet, configured in approximately 552,000 storage units.
We held ownership interests in and operated a geographically diversified portfolio of 1,063 self storage properties located in 37 states and Puerto Rico, comprising approximately 69.4 million rentable square feet, configured in approximately 548,000 storage units as of December 31, 2025.
Although the PRO structure contributed significantly to our growth over the last decade, the internalization of the PRO structure has always been a part of our long term vision.
Although the PRO structure contributed significantly to our growth over the last decade, the internalization of the PRO structure, which occurred on July 1, 2024, was always a part of our long term vision.
During the year ended December 31, 2023, we acquired 20 consolidated self storage properties and annexes to existing properties, of which 19 were acquired by us from our former PROs and one was acquired by us from an unaffiliated third-party seller.
During the year ended December 31, 2024, we acquired seven consolidated self storage properties and annexes to existing properties, all of which were acquired by us from unaffiliated third-party sellers.
Over time, largely through our unconsolidated real estate ventures, retirement of PROs and the internalization of our PRO structure, effective July 1, 2024 (the "Closing Date"), we have developed a full service internally-staffed property management platform.
Over time, largely through our unconsolidated real estate ventures, retirement of PROs and the internalization of our PRO structure, we have developed a full service internally-staffed property management platform. We believe that our national platform has significant potential for continued external and internal growth.
Laws, ordinances, or regulations affecting development, construction, operation, upkeep, safety and taxation requirements may result in significant unanticipated expenditures, loss of self storage sites or other impairments to operations, which would adversely affect our cash flows from operating activities.
Laws, ordinances, or regulations affecting development, construction, operation, upkeep, safety and taxation requirements may result in significant unanticipated expenditures, loss of self storage sites or other impairments to operations, which would adversely affect our cash flows from operating activities. 9 Table of Contents Under the Americans with Disabilities Act of 1990 (the "ADA"), all places of public accommodation are required to meet certain federal requirements related to access and use by disabled persons.
Sale of Properties. We have not historically sold a high volume of stores. However, we may sell more stores or interests in stores in the future when we conclude we are holding a non-strategic real estate asset or in response to changing economic, financial or investment conditions.
However, we may sell more stores or interests in stores in the future when we conclude we are holding a non-strategic real estate asset or in response to changing economic, financial or investment conditions. For the year ended December 31, 2025, we sold 15 self storage properties to unaffiliated third parties for net proceeds of $96.9 million.
(2) Land acquisitions with no incremental storage. During the year ended December 31, 2023, we sold 32 self storage properties and an undeveloped land parcel to unaffiliated third parties consisting of approximately 2.0 million rentable square feet configured in approximately 16,000 storage units for approximately $262.3 million.
During the year ended December 31, 2025, we sold to unaffiliated third parties 15 self storage properties consisting of approximately 1.0 million rentable square feet configured in approximately 7,000 storage units for approximately $96.9 million.
We held ownership interests in and operated a geographically diversified portfolio of 1,074 self storage properties located in 42 states and Puerto Rico, comprising approximately 70.2 million rentable square feet, configured in approximately 552,000 storage units as of December 31, 2024.
As of December 31, 2025, we held ownership interests in and operated a geographically diversified portfolio of 1,063 self storage properties located in 37 states and Puerto Rico, comprising approximately 69.4 million rentable square feet, configured in approximately 548,000 storage units, excluding three properties classified as held for sale that were sold to a third party in January 2026.
Most joint venture agreements include buy-sell rights, as well as rights of first offer in connection with the sale of stores by the joint venture. We manage the day-to-day operations of the stores owned in these joint ventures and participate in major decisions relating to the joint ventures, including the sales of stores or financings by the applicable joint venture.
Most joint venture agreements include buy-sell rights, as well as rights of first offer in connection with the sale of stores by the joint venture.
As of December 31, 2024, we owned a geographically diversified portfolio of 815 self storage properties located in 38 states and Puerto Rico, comprising approximately 52.2 million rentable square feet, configured in approximately 409,000 storage units.
As of December 31, 2025, we owned a geographically diversified portfolio of 801 self storage properties located in 33 states and Puerto Rico, comprising approximately 51.1 million rentable square feet, configured in approximately 403,000 storage units, excluding three properties classified as held for sale that were sold to a third party in January 2026.
Changes in any of these laws, ordinances or regulations could increase the potential liability existing or created by tenants or others on our properties.
Regulation General Generally, self storage properties are subject to various laws, ordinances and regulations, including those relating to lien sale rights and procedures, public accommodations, insurance, privacy and the environment. Changes in any of these laws, ordinances or regulations could increase the potential liability existing or created by tenants or others on our properties.
Dividend Reinvestment Plan In the future, we may adopt a dividend reinvestment plan that will permit shareholders who elect to participate in the plan to have their cash dividends reinvested in additional common shares. 9 Table of Contents Regulation General Generally, self storage properties are subject to various laws, ordinances and regulations, including those relating to lien sale rights and procedures, public accommodations, insurance, and the environment.
Dividend Reinvestment Plan In the future, we may adopt a dividend reinvestment plan that will permit shareholders who elect to participate in the plan to have their cash dividends reinvested in additional common shares.
Removed
Our former structure offered our 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.
Added
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.
Removed
As a result of the internalization of the PRO structure, we purchased each of the PROs' asset management and property management contracts (collectively, the "management contracts"), certain of the PROs' intellectual property and brands ("PRO IP"), and certain rights with respect to the PROs' tenant insurance programs (together with the management contracts and PRO IP, the "PROs' intangible assets").
Added
The following is a summary of our 2025 consolidated acquisition activity (dollars in thousands): 5 Table of Contents Number of Number of Rentable State/Territory Properties Units Square Feet Fair Value 2025 Acquisitions: New Mexico 2 265 36,800 $ 2,017 Kansas 1 654 52,242 8,487 Texas 1 389 57,100 4,840 Florida (1) — 112 17,999 2,990 California (1) — 329 29,806 6,536 Total 4 1,749 193,947 $ 24,870 (1) Acquisitions in Florida and California did not add to store count as the self storage acquisitions are managed as annexes to existing properties.
Removed
We have transitioned the majority of operations in a phased approach, which is expected to continue over the 12 month period following the Closing Date, and we have executed new asset management and property management agreements with a number of our former PROs for all or a part of this transitionary period at newly negotiated management fees.
Added
IRE Investment As of December 31, 2025, we had entered into an agreement with an affiliate of Investment Real Estate Management, LLC (the "IRE Member") to form a new venture to acquire self storage properties (the "IRE Investment"), whereby we committed to provide 75% of the equity capital, up to a maximum of $105.0 million in cash in exchange for preferred equity, and the IRE Member committed to provide 25% of the equity capital, up to a maximum of $35.0 million in cash in exchange for common equity.
Removed
In connection with the internalization of the PRO structure, on the Closing Date, all 11,906,167 outstanding subordinated performance units and DownREIT subordinated performance units were converted into an aggregate of 17,984,787 OP units and DownREIT OP units. We believe that our national platform has significant potential for continued external and internal growth.
Added
An affiliate of the IRE Member will serve as the manager of the IRE Investment and will manage the day-to-day operations of the self storage properties. As of December 31, 2025 the IRE Investment did not own any self storage properties.
Removed
The following is a summary of our 2023 consolidated acquisition activity (dollars in thousands): Number of Number of Rentable State/Territory Properties Units Square Feet Fair Value 2023 Acquisitions: Florida 15 7,388 905,157 $ 144,355 California (1) 1 1,038 140,947 28,291 Texas 1 502 67,000 8,406 Arizona 1 489 54,885 16,181 Nevada 1 460 61,856 12,213 Puerto Rico 1 443 46,069 16,180 Georgia (1) — 159 22,950 3,237 Louisiana (2) — — — 436 Pennsylvania (2) — — — 151 Total 20 10,479 1,298,864 $ 229,450 (1) Includes annexes to existing properties.
Added
We manage the day-to-day operations of the stores owned in our managed joint ventures and participate in major decisions relating to the joint ventures, including the sales of stores or financings by the applicable joint venture. Sale of Properties. We have not historically sold a high volume of stores.
Removed
For the year ended December 31, 2023, we sold 32 self storage properties and an undeveloped land parcel to unaffiliated third parties for net proceeds of $262.3 million.
Removed
Under the Americans with Disabilities Act of 1990 (the "ADA"), all places of public accommodation are required to meet certain federal requirements related to access and use by disabled persons.
Removed
As of December 31, 2024, approximately 52% of our employees were women and 33% of our senior management team (Director level and above) were women, including Tamara Fischer, our Executive Chairperson of our Board of Trustees.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

40 edited+14 added−5 removed143 unchanged
Biggest changeAlthough we intend to distribute our net taxable income to our shareholders in a manner that would avoid this 4% tax, there can be no assurance that we will be able to do so, due to timing differences between our actual receipt of cash and the inclusion of items in our income for U.S. federal income tax purposes, the effect of non-deductible capital expenditures, or the creation of reserves or required debt or amortization payments.
Biggest changeAlthough we intend to distribute our net taxable income to our shareholders in a manner that would avoid this 4% tax, there can be no assurance that we will be able to do so, due to timing differences between our actual receipt of cash and the inclusion of items in our income for U.S. federal income tax purposes, the effect of non-deductible capital expenditures, or the creation of reserves or required debt or amortization payments. 22 Table of Contents In addition, we will be subject to a 100% tax on any income from sales or other dispositions of property (other than property treated as foreclosure property under the Code) that is held as inventory or primarily for sale to customers in the ordinary course of a trade or business by a REIT, either directly or indirectly through certain pass-through subsidiaries (a "prohibited transaction").
No assurances can be given that existing assessments or environmental studies with respect to any of our properties reveal all environmental, health or safety liabilities, that any prior owner or operator of our properties did not create any material environmental, health or safety condition not known to us, or that a material environmental, health or safety condition does not otherwise exist as to any one or more of our properties.
No assurances can be given that existing environmental assessments or studies with respect to any of our properties reveal all environmental, health or safety liabilities, that any prior owner or operator of our properties did not create any material environmental, health or safety condition not known to us, or that a material environmental, health or safety condition does not otherwise exist as to any one or more of our properties.
Conflicts of interest could arise with respect to the interests of holders of OP units, on the one hand, which include members of our senior management team and trustees and us and our shareholders, on the other.
Conflicts of interest could arise with respect to the interests of holders of OP units, on the one hand, which include members of our senior management team and trustees, and us and our shareholders, on the other hand.
If we fail to comply with these asset requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. 22 Table of Contents To meet these tests, we may be required to take or forgo taking actions that we would otherwise consider advantageous.
If we fail to comply with these asset requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. 23 Table of Contents To meet these tests, we may be required to take or forgo taking actions that we would otherwise consider advantageous.
If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our net taxable income and we generally would no longer be required to distribute any of our net taxable income to our shareholders, which may have adverse consequences on our total return to our shareholders. 23 Table of Contents Legislative or regulatory tax changes related to REITs could materially and adversely affect our business.
If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our net taxable income and we generally would no longer be required to distribute any of our net taxable income to our shareholders, which may have adverse consequences on our total return to our shareholders. 24 Table of Contents Legislative or regulatory tax changes related to REITs could materially and adversely affect our business.
Certain of these matters are beyond our control and any significant difference between our expectations and actual results could have a material adverse effect on our cash flow and our ability to make distributions to shareholders. 24 Table of Contents Future offerings of debt or equity securities, which may rank senior to our common shares, may adversely affect the market price of our common shares.
Certain of these matters are beyond our control and any significant difference between our expectations and actual results could have a material adverse effect on our cash flow and our ability to make distributions to shareholders. 25 Table of Contents Future offerings of debt or equity securities, which may rank senior to our common shares, may adversely affect the market price of our common shares.
Our ability to pay dividends will depend upon, among other factors: • the operational and financial performance of our properties; • capital expenditures with respect to existing and newly acquired properties; • general and administrative expenses associated with our operation as a publicly-held REIT; • maintenance of our REIT qualification; • the amount of, and the interest rates on, our debt and the ability to refinance our debt; • the absence of significant expenditures relating to environmental, health or safety, or other regulatory matters; and • other risk factors described in this Annual Report on Form 10-K.
Our ability to pay dividends, and the amount of any dividends we may pay, will depend upon, among other factors: • the operational and financial performance of our properties; • capital expenditures with respect to existing and newly acquired properties; • general and administrative expenses associated with our operation as a publicly-held REIT; • maintenance of our REIT qualification; • the amount of, and the interest rates on, our debt and the ability to refinance our debt; • the absence of significant expenditures relating to environmental, health or safety, or other regulatory matters; and • other risk factors described in this Annual Report on Form 10-K.
Any of the above events may reduce our rental revenues, impair our operating results, and reduce our ability to satisfy our debt service obligations and make cash distributions to our shareholders, and the effect of the foregoing may be greater than it would be were our investments not limited to a single industry. 12 Table of Contents We may not be successful in identifying and consummating suitable acquisitions or integrating and operating such acquisitions, including integrating them into our financial and operational reporting infrastructure and internal control framework in a timely manner, which may impede our growth.
Any of the above events may reduce our rental revenues, impair our operating results, reduce our ability to satisfy our debt service obligations and make cash distributions to our shareholders and negatively impact our share price, and the effect of the foregoing may be greater than it would be were our investments not limited to a single industry. 12 Table of Contents We may not be successful in identifying and consummating suitable acquisitions or integrating and operating such acquisitions, including integrating them into our financial and operational reporting infrastructure and internal control framework in a timely manner, which may impede our growth.
As a result of such action, we may be temporarily or permanently suspended from continuing some or all of our tenant insurance- and/or tenant protection plan-related activities, or otherwise fined or penalized or suffer an adverse judgment, which could adversely affect our business and results of operations. 15 Table of Contents Privacy concerns could result in regulatory changes that may harm our business.
As a result of such action, we may be temporarily or permanently suspended from continuing some or all of our tenant insurance- and/or tenant protection plan-related activities, or otherwise fined or penalized or suffer an adverse judgment, which could adversely affect our business and results of operations. Privacy concerns could result in regulatory changes that may harm our business.
Furthermore, any terrorist attacks, armed conflicts or active-shooter situations could result in increased volatility in or damage to the United States and worldwide financial markets and economy. Risks Related to Our Structure Conflicts of interest could arise with respect to certain transactions between the holders of OP units, on the one hand, and us and our shareholders, on the other.
Furthermore, any terrorist attacks, armed conflicts or active-shooter situations could result in increased volatility in or damage to the United States and worldwide financial markets and economy. 18 Table of Contents Risks Related to Our Structure Conflicts of interest could arise with respect to certain transactions between the holders of OP units, on the one hand, and us and our shareholders, on the other.
From time to time, proposals have been made to remove certain limits on annual real estate tax increases of assessed value of real property in California, where we currently have 86 consolidated properties and 12 unconsolidated properties.
From time to time, proposals have been made to remove certain limits on annual real estate tax increases of assessed value of real property in California, where we currently have 86 consolidated properties and 13 unconsolidated properties.
No single customer represented a significant concentration of our 2024 revenues. However, our property portfolio consists solely of self storage properties and is therefore subject to risks inherent in investments in a single industry.
No single customer represented a significant concentration of our 2025 revenues. However, our property portfolio consists solely of self storage properties and is therefore subject to risks inherent in investments in a single industry.
Adverse economic or other conditions in the markets in which we do business, particularly in our markets in Texas, California, Florida, Oregon, and Georgia, which accounted for approximately 19%, 14%, 11%, 8%, and 5%, respectively, of our total rental and other property-related revenues for the year ended December 31, 2024, may lower our occupancy levels and limit our ability to maintain or increase rents or require us to offer rental discounts.
Adverse economic or other conditions in the markets in which we do business, particularly in our markets in Texas, California, Florida, Oregon, and Georgia, which accounted for approximately 19%, 14%, 11%, 9%, and 5%, respectively, of our total rental and other property-related revenues for the year ended December 31, 2025, may lower our occupancy levels and limit our ability to maintain or increase rents or require us to offer rental discounts.
As a result, our operating results may be adversely affected. 16 Table of Contents Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties.
As a result, our operating results may be adversely affected. Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties.
We have also adopted other measures that may make it difficult for a third party to obtain control of us, including provisions of our declaration of trust and bylaws limiting the liability of our present and former trustees and officers to us and our shareholders for money damages to the maximum extent permitted under Maryland law, requiring us to indemnify our present and former trustees and officers for actions taken in their official capacities, permitting (subject to the rights of holders of any class or series of preferred shares) removal of a trustee, with or without cause, only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of trustees, and authorizing our board (without shareholder approval) to classify or reclassify our shares in one or more classes or series, to cause the issuance of additional shares and to amend our declaration of trust to increase or decrease the number of shares that we have authority to issue.
If we amend our bylaws to repeal the exemption from MCSAA, the MCSAA also may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating such an offer. 19 Table of Contents We have also adopted other measures that may make it difficult for a third party to obtain control of us, including provisions of our declaration of trust and bylaws limiting the liability of our present and former trustees and officers to us and our shareholders for money damages to the maximum extent permitted under Maryland law, requiring us to indemnify our present and former trustees and officers for actions taken in their official capacities, permitting (subject to the rights of holders of any class or series of preferred shares) removal of a trustee, with or without cause, only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of trustees, and authorizing our board (without shareholder approval) to classify or reclassify our shares in one or more classes or series, to cause the issuance of additional shares and to amend our declaration of trust to increase or decrease the number of shares that we have authority to issue.
In addition, increased interest rates make the financing of any acquisition and investment activity more costly and could decrease the amount third parties are willing to pay for any properties that we wish to sell.
In addition, increased interest rates make the financing of any acquisition and investment activity as well as the refinancing of existing debt more costly and could decrease the amount third parties are willing to pay for any properties that we wish to sell.
In addition, in general, no more than 5% of the value of our assets can consist of the securities of any one issuer (other than U.S. government securities, securities of corporations that are treated as TRSs and qualified real estate assets), no more than 20% of the value of our total assets can be represented by securities of one or more TRSs and no more than 25% of the value of our assets can consist of debt instruments issued by publicly offered REITs that are not otherwise secured by real property.
In addition, in general, no more than 5% of the value of our assets can consist of the securities of any one issuer (other than U.S. government securities, securities of corporations that are treated as TRSs and qualified real estate assets), no more than 20% (25% for taxable years beginning after December 31, 2025) of the value of our total assets can be represented by securities of one or more TRSs and no more than 25% of the value of our assets can consist of debt instruments issued by publicly offered REITs that are not otherwise secured by real property.
Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following: • our cash flow may be insufficient to meet our required principal and interest payments; • to satisfy our debt obligations, we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms; • our debt level could place us at a competitive disadvantage compared to our competitors with less debt; and • we may violate our restrictive covenants or otherwise default on our obligations, which may entitle our creditors to accelerate our debt obligations, foreclose on our properties securing our debt, enforce our guarantees and/or trigger default on our other indebtedness. 19 Table of Contents We depend on external sources of capital that are outside of our control, which could adversely affect our ability to acquire or develop properties, satisfy our debt obligations and/or make distributions to shareholders.
Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following: • our cash flow may be insufficient to meet our required principal and interest payments; • to satisfy our debt obligations, we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms; • our debt level could place us at a competitive disadvantage compared to our competitors with less debt; and • we may violate our restrictive covenants or otherwise default on our obligations, which may entitle our creditors to accelerate our debt obligations, foreclose on our properties securing our debt, enforce our guarantees and/or trigger default on our other indebtedness.
Notwithstanding these agreements, there can be no assurance that any of them will remain employed by us. The loss of services of one or more members of our senior management team could harm our business and our prospects. This risk may be heightened during periods of tight labor market conditions.
Notwithstanding these agreements, there can be no assurance that any of them will remain employed by us. The loss of services of one or more members of our senior management team could harm our business and our prospects.
In addition, we could, in certain circumstances, be required to pay an excise or penalty tax (which could be significant in amount) in order to utilize one or more relief provisions under the Code to maintain our qualification as a REIT.
In addition, we could, in certain circumstances, be required to pay an excise or penalty tax (which could be significant in amount) in order to utilize one or more relief provisions under the Code to maintain our qualification as a REIT. Any of these taxes would decrease operating cash flow to our shareholders.
As of December 31, 2024, we had approximately $3.4 billion of debt outstanding, of which approximately $223.3 million, or 6.5%, is subject to variable interest rates (excluding variable-rate debt subject to interest rate swaps).
As of December 31, 2025, we had approximately $3.4 billion of debt outstanding, of which approximately $405.9 million, or 11.9%, is subject to variable interest rates (excluding variable-rate debt subject to interest rate swaps).
The tenant insurance and tenant protection plan businesses, including the payments associated with these arrangements, are in some cases subject to state-specific governmental regulation.
We have tenant insurance- and/or tenant protection plan-related arrangements with regulated insurance companies and our tenants. The tenant insurance and tenant protection plan businesses, including the payments associated with these arrangements, are in some cases subject to state-specific governmental regulation.
If any of the foregoing were to occur, our business, financial condition and results of operations could suffer as a result. Public health and other crisis, such as a highly infectious or contagious disease, could adversely impact or cause significant disruption to our financial condition, results of operations and cash flows.
If any of the foregoing were to occur, our business, financial condition and results of operations could suffer as a result. Natural disasters, public health emergencies and other crises, or consumer protection could adversely impact or cause significant disruption to our financial condition, results of operations and cash flows.
There can be no assurance that climate change and severe weather, or the potential impacts of these events on our vendors, will not have a material adverse effect on our properties, operations, or business Changes in federal, state, and local legislation and regulation as well as international pacts or treaties based on concerns about climate change could result in increased capital expenditures on our existing properties (for example, to improve their energy efficiency and/or resistance to severe weather) without a corresponding increase in revenue, which may result in adverse impacts to our net income.
Changes in federal, state, and local legislation and regulation as well as international pacts or treaties based on concerns about climate change could result in increased capital expenditures on our existing properties (for example, to improve their energy efficiency and/or resistance to severe weather) without a corresponding increase in revenue, which may result in adverse impacts to our net income.
Terrorist attacks at or against our stores, our interests, the United States or abroad, may negatively impact our operations and the value of our securities. Attacks, armed conflicts or active-shooter situations could negatively impact the demand for self storage and increase the cost of insurance coverage for our stores, which could reduce our profitability and cash flow.
Attacks, armed conflicts or active-shooter situations could negatively impact the demand for self storage and increase the cost of insurance coverage for our stores, which could reduce our profitability and cash flow.
Costs associated with complying with the ADA may result in unanticipated expenses. Under the ADA and other federal, state and local laws, we are required to meet certain requirements related to access and use by disabled persons.
Under the ADA and other federal, state and local laws, we are required to meet certain requirements related to access and use by disabled persons.
In addition, our reputation and investor relationships could be damaged as a result of our involvement with activities perceived to be causing or exacerbating climate change, as well as any decisions we make to continue to conduct or change our activities in response to considerations relating to climate change.
In addition, our reputation and investor relationships could be damaged as a result of our involvement with activities perceived to be causing or exacerbating climate change, as well as any decisions we make to continue to conduct or change our activities in response to considerations relating to climate change. 16 Table of Contents International trade disputes, including U.S. trade tariffs and retaliatory tariffs, could adversely impact our business.
There also exists the risk that material environmental conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future. Finally, future laws, ordinances or regulations and future interpretations of existing laws, ordinances or regulations may impose additional material environmental, health or safety liability.
There also exists the risk that material environmental, health or safety conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future.
Any of these taxes would decrease operating cash flow to our shareholders. 21 Table of Contents In order to qualify as a REIT, we must distribute to our shareholders each calendar year at least 90% of our net taxable income (excluding net capital gain).
In order to qualify as a REIT, we must distribute to our shareholders each calendar year at least 90% of our net taxable income (excluding net capital gain).
If we are unable to obtain external sources of capital, or if such capital is not available on acceptable terms, we may not be able to acquire properties when strategic opportunities exist, satisfy our debt obligations or make cash distributions to our shareholders that would permit us to qualify as a REIT or avoid paying tax on all of our net taxable income.
If we are unable to obtain external sources of capital, or if such capital is not available on acceptable terms, we may not be able to acquire properties when strategic opportunities exist, satisfy our debt obligations or make cash distributions to our shareholders that would permit us to qualify as a REIT or avoid paying tax on all of our net taxable income. 20 Table of Contents Increases in interest rates may increase our interest expense and adversely affect our cash flow and our ability to service our indebtedness, make cash distributions to our shareholders, and acquire or sell properties and our decision to hedge against interest rate risk might not be effective.
If this resolution is repealed or our board does not approve a business combination, the MBCA may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer. 18 Table of Contents The Maryland Control Share Acquisition Act (the "MCSAA") provides that holders of "control shares" of a Maryland real estate investment trust acquired in a "control share acquisition" have no voting rights with respect to such shares except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding votes entitled to be cast by the acquirer of control shares, our officers and our trustees who are also our employees.
The Maryland Control Share Acquisition Act (the "MCSAA") provides that holders of "control shares" of a Maryland real estate investment trust acquired in a "control share acquisition" have no voting rights with respect to such shares except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding votes entitled to be cast by the acquirer of control shares, our officers and our trustees who are also our employees.
Uninsured losses or losses in excess of our insurance coverage could adversely affect our financial condition, operating results and cash flow. We maintain comprehensive liability, fire, flood, earthquake and wind (as deemed necessary or as required by our lenders), extended coverage and rental loss insurance with respect to our properties.
We maintain comprehensive liability, fire, flood, earthquake and wind (as deemed necessary or as required by our lenders), extended coverage and rental loss insurance with respect to our properties.
If a Subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to U.S. federal income tax, (ii) shares in such Subsidiary REIT would cease to be qualifying assets for purposes of the asset tests applicable to REITs, and (iii) it is possible that we would fail certain of the tests applicable to REITs, in which event we would fail to qualify as a REIT unless we qualify for certain statutory relief provisions.
If a Subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to U.S. federal income tax, (ii) shares in such Subsidiary REIT would cease to be qualifying assets for purposes of the asset tests applicable to REITs, and (iii) it is possible that we would fail certain of the tests applicable to REITs, in which event we would fail to qualify as a REIT unless we qualify for certain statutory relief provisions. 21 Table of Contents In addition, in order to qualify as a REIT, prior to the end of the taxable year, we must also distribute any earnings and profits of any property we acquire in certain tax-deferred transactions to the extent such earnings accrued at a time when such corporation did not qualify as a REIT.
Moreover, the presence of such covenants could cause us to operate our business with a view toward compliance with such covenants, which might not produce optimal returns for shareholders. 20 Table of Contents Risks Related to Our Qualification as a REIT Our failure to remain qualified as a REIT would subject us to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of operating cash flow to our shareholders.
Risks Related to Our Qualification as a REIT Our failure to remain qualified as a REIT would subject us to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of operating cash flow to our shareholders.
These arrangements are driven by the magnitude of capital required to complete the acquisitions and maintain the acquired portfolios. Such arrangements involve risks not present where a third party is not involved, including the possibility that partners or co-venturers might become bankrupt or otherwise fail to fund their share of required capital contributions.
Such arrangements involve risks not present where a third party is not involved, including the possibility that partners or co-venturers might become bankrupt or otherwise fail to fund their share of required capital contributions. Additionally, partners or co-venturers might at any time have economic or other business interests or goals different from us and or in competition with us.
We have tenant insurance- and/or tenant protection plan-related arrangements that are in some cases subject to state-specific governmental regulation, which may adversely affect our results. We have tenant insurance- and/or tenant protection plan-related arrangements with regulated insurance companies and our tenants.
Finally, future laws, ordinances or regulations and future interpretations of existing laws, ordinances or regulations may impose additional material environmental, health or safety liability. 15 Table of Contents We have tenant insurance- and/or tenant protection plan-related arrangements that are in some cases subject to state-specific governmental regulation, which may adversely affect our results.
The impact of such crises and the response of governments to combat the spread of these diseases, could, among other things, affect our tenants' ability to meet their obligations to us, impact consumer discretionary spending, reduce new move-ins, compel complete or partial closures and operational changes at our properties, reduce demand for growth opportunities, such as acquiring new properties and interrupt the availability of our personnel.
The impact of natural disasters, public health emergencies and other crises, and any government responses to such emergencies, or regulations passed in an attempt to protect consumers could among other things, affect our tenants' ability to meet their obligations to us, impact consumer discretionary spending, lower demand for storage facilities, lead to lower rental rates, inability to raise rents, reduced late fee collection, compel complete or partial closures and operational changes at our properties, reduce demand for growth opportunities, such as acquiring new properties, and interrupt the availability of our personnel.
As a result, such crises could adversely impact our financial condition, results of operations and cash flows. 17 Table of Contents Terrorist attacks, active shooter incidents and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded.
Terrorist attacks, active shooter incidents and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded. Terrorist attacks at or against our stores, our interests, the United States or abroad, may negatively impact our operations and the value of our securities.
We invest in strategic joint ventures that subject us to additional risks. Some of our investments are, and in the future may be, structured as strategic joint ventures. Part of our strategy is to opportunistically partner with institutional funds and other institutional investors or third parties to acquire attractive portfolios which may be through a promoted return structure.
Part of our strategy is to opportunistically partner with institutional funds and other institutional investors or third parties to acquire attractive portfolios which may be through a promoted return structure. These arrangements may be driven by the magnitude of capital required to complete the acquisitions and maintain the acquired portfolios or other considerations.
Additionally, partners or co-venturers might at any time have economic or other business interests or goals different from us and or in competition with us. Joint ventures generally provide for a reduced level of control over an acquired project because governance rights are shared with others.
Joint ventures generally provide for a reduced level of control over an acquired project because governance rights are shared with others.
Removed
We face various risks related to public health and other crises, such as the future outbreak of a highly infectious or contagious disease.
Added
Legal disputes, settlement and defense costs could have an adverse effect on our operating results . From time to time we have to make monetary or other settlements or defend actions (including class actions) to resolve tenant, employment-related or other claims and disputes.
Removed
Our bylaws exempt from the MCSAA acquisitions of our shares by any person. If we amend our bylaws to repeal the exemption from MCSAA, the MCSAA also may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating such an offer.
Added
Settling any such liabilities could negatively impact our operating results and cash available for distribution to shareholders and could also adversely affect our ability to sell, lease, operate or encumber affected properties.
Removed
Increases in interest rates may increase our interest expense and adversely affect our cash flow and our ability to service our indebtedness, make cash distributions to our shareholders, and acquire or sell properties and our decision to hedge against interest rate risk might not be effective.
Added
Our use of artificial intelligence could expose us to various risks. We have begun to utilize artificial intelligence technologies in various aspects of our business. Artificial intelligence technologies are susceptible to errors and other malfunctions which could lead to operational challenges and reputational risks.
Removed
In addition, in order to qualify as a REIT, prior to the end of the taxable year, we must also distribute any earnings and profits of any property we acquire in certain tax-deferred transactions to the extent such earnings accrued at a time when such corporation did not qualify as a REIT.
Added
In addition, we may be subject to increasing regulations related to our use of these technologies, including regulations related to privacy, data security, and intellectual property rights, which could expose us to legal risks. Costs associated with complying with the ADA may result in unanticipated expenses.
Removed
In addition, we will be subject to a 100% tax on any income from sales or other dispositions of property (other than property treated as foreclosure property under the Code) that is held as inventory or primarily for sale to customers in the ordinary course of a trade or business by a REIT, either directly or indirectly through certain pass-through subsidiaries (a "prohibited transaction").
Added
There can be no assurance that climate change and severe weather, or the potential impacts of these events on our vendors, will not have a material adverse effect on our properties, operations, or business.
Added
International trade disputes, including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by foreign countries in retaliation, could result in inflationary pressures that directly impact our costs, such as costs for steel, lumber and other materials applicable to our expansions and redevelopment projects.
Added
Trade disputes could also adversely impact global supply chains which could further increase costs for us or delay delivery of key inventories and supplies. Tariffs and trade restrictions can be announced with little or no advance notice, and we may not be able to effectively mitigate all adverse impacts from such measures.
Added
If we are not able to navigate these changes, it could have a material adverse effect on our business. Uninsured losses or losses in excess of our insurance coverage could adversely affect our financial condition, operating results and cash flow.
Added
This risk may be heightened during periods of tight labor market conditions. 17 Table of Contents We invest in strategic joint ventures that subject us to additional risks. Some of our investments are, and in the future may be, structured as strategic joint ventures.
Added
Although the self storage industry has historically been resilient to ordinary market downturns, the impact of natural disasters, public health emergencies and related regulations including those that limit our ability to raise rents could materially and adversely affect our financial condition, results of operations and cash flows and will largely depend on future developments, which are highly uncertain and cannot be predicted.
Added
If this resolution is repealed or our board does not approve a business combination, the MBCA may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer.
Added
Our bylaws exempt from the MCSAA acquisitions of our shares by any person.
Added
We depend on external sources of capital that are outside of our control, which could adversely affect our ability to acquire or develop properties, satisfy our debt obligations and/or make distributions to shareholders.
Added
Moreover, the presence of such covenants could cause us to operate our business with a view toward compliance with such covenants, which might not produce optimal returns for shareholders.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−0 removed16 unchanged
Biggest changeRefer to “Item 1A. Risk factors” in this annual report on Form 10-K, including “Security breaches through cyber-attacks, cyber-intrusions, or other methods could disrupt our information technology networks and related systems”, for additional discussion about cybersecurity-related risks.
Biggest changeRefer to "Item 1A. Risk factors" in this annual report on Form 10-K, including "Security breaches through cyber-attacks, cyber-intrusions, or other methods could disrupt our information technology networks and related systems", for additional discussion about cybersecurity-related risks.
The risk management committee has identified cybersecurity as a key risk to the Company’s operations and established a cybersecurity sub-committee, which is comprised of members of the risk management committee and other personnel, to focus on this key risk. The cybersecurity sub-committee plays a pivotal role in informing the risk management committee on cybersecurity risks.
The risk management committee has identified cybersecurity as a key risk to the Company's operations and established a cybersecurity sub-committee, which is comprised of members of the risk management committee and other personnel, to focus on this risk. The cybersecurity sub-committee plays a pivotal role in informing the risk management committee on cybersecurity risks.
In addition, cybersecurity matters are reported to the audit committee or board of trustees so that the board of trustees and audit committee can effectively carry out their oversight role. 25 Management’s Role Managing Risk Our risk management committee is comprised of a cross section of the Company’s management team.
In addition, cybersecurity matters are reported to the audit committee or board of trustees so that the board of trustees and audit committee can effectively carry out their oversight role. 26 Management's Role Managing Risk Our risk management committee is comprised of a cross section of the Company's management team.

Item 2. Properties

Properties — owned and leased real estate

5 edited+0 added−0 removed4 unchanged
Biggest changeNumber of Number of Rentable % of Rentable Period-end State/Territory Properties Units Square Feet Square Feet Occupancy Texas 175 80,783 11,256,079 21.6 % 84.3 % California (1) 86 51,356 6,466,128 12.4 % 84.8 % Florida 79 45,400 5,117,405 9.8 % 85.5 % Oregon 70 29,262 3,660,314 7.0 % 86.6 % Georgia 50 21,982 3,021,617 5.8 % 79.7 % North Carolina 35 17,271 2,160,187 4.1 % 88.5 % Arizona 34 18,882 2,174,625 4.2 % 81.6 % Oklahoma 33 15,297 2,136,981 4.1 % 83.4 % Louisiana (1) 25 11,453 1,388,585 2.7 % 79.4 % Pennsylvania 22 10,439 1,296,020 2.5 % 82.2 % Colorado 22 9,480 1,195,764 2.3 % 83.0 % Washington 19 6,637 871,889 1.7 % 85.5 % Puerto Rico 15 12,848 1,379,097 2.6 % 90.9 % Nevada 15 7,570 963,297 1.8 % 86.6 % New Hampshire 15 7,160 890,295 1.7 % 88.4 % Kansas 14 4,925 669,676 1.3 % 84.7 % Indiana 12 6,530 827,524 1.6 % 81.5 % Alabama 11 6,034 909,280 1.7 % 74.8 % New Mexico 10 5,510 713,507 1.4 % 84.9 % Maryland 8 4,564 493,129 0.9 % 90.3 % Massachusetts 7 5,015 537,665 1.0 % 81.8 % Illinois 6 4,223 424,081 0.8 % 82.5 % Tennessee 5 2,550 350,063 0.7 % 83.5 % Kentucky 5 2,783 410,451 0.8 % 76.6 % New Jersey 5 2,765 353,418 0.7 % 78.0 % Idaho 5 1,437 262,331 0.5 % 86.0 % Arkansas 5 2,605 401,770 0.8 % 83.5 % South Carolina 4 2,063 255,603 0.5 % 89.3 % Minnesota 4 1,196 192,620 0.4 % 86.5 % Missouri 3 1,242 153,304 0.3 % 89.6 % Virginia 3 1,382 174,915 0.3 % 86.9 % Iowa 3 3,087 414,647 0.8 % 70.5 % Connecticut 3 1,181 141,229 0.3 % 82.1 % New York 2 1,710 174,262 0.3 % 88.2 % Ohio 1 951 112,555 0.2 % 85.2 % Montana 1 436 60,050 0.1 % 90.5 % Wyoming 1 424 56,500 0.1 % 79.2 % Wisconsin 1 379 60,672 0.1 % 80.1 % Utah 1 313 46,500 0.1 % 84.8 % Total/Weighted Average 815 409,125 52,174,035 100.0 % 84.2 % (1) Six of the California properties and one of the Louisiana properties are subject to non-cancelable leasehold interest agreements that are classified as operating leases.
Biggest changeNumber of Number of Rentable % of Rentable Period-end State/Territory Properties Units Square Feet Square Feet Occupancy Texas 174 79,585 11,092,803 21.7 % 83.8 % California (1) 86 51,669 6,498,498 12.7 % 83.5 % Florida 78 45,392 5,099,801 10.0 % 81.4 % Oregon 70 29,262 3,661,566 7.2 % 88.2 % Georgia 47 20,487 2,818,960 5.5 % 80.7 % North Carolina 34 16,793 2,072,412 4.1 % 85.9 % Arizona 34 18,882 2,174,575 4.3 % 79.1 % Oklahoma 33 15,300 2,140,426 4.2 % 83.7 % Louisiana (1) 25 11,459 1,388,365 2.7 % 78.6 % Pennsylvania 22 10,442 1,296,220 2.5 % 87.5 % Colorado 21 9,115 1,145,187 2.2 % 86.3 % Washington 19 6,643 871,889 1.7 % 86.2 % Puerto Rico 15 12,857 1,379,381 2.7 % 89.1 % Nevada 15 7,564 963,252 1.9 % 85.2 % New Hampshire 15 7,160 890,320 1.7 % 86.8 % Kansas 15 5,577 721,923 1.4 % 87.7 % Indiana 12 6,530 827,524 1.6 % 78.7 % New Mexico 12 5,773 750,098 1.5 % 78.2 % Alabama 11 6,035 909,605 1.8 % 73.4 % Maryland 8 4,564 492,994 1.0 % 88.9 % Massachusetts 7 5,015 537,665 1.1 % 85.5 % Illinois 6 4,233 424,271 0.8 % 80.7 % Kentucky 5 2,782 410,251 0.8 % 76.1 % New Jersey 5 2,765 353,418 0.7 % 86.6 % Tennessee 5 2,538 346,823 0.7 % 84.9 % Idaho 5 1,436 262,331 0.5 % 89.2 % South Carolina 4 2,061 255,553 0.5 % 87.4 % Iowa 3 3,088 414,647 0.8 % 75.7 % Virginia 3 1,382 174,865 0.3 % 90.5 % Missouri 3 1,243 153,429 0.3 % 89.7 % Connecticut 3 1,181 141,229 0.3 % 89.7 % Minnesota 3 1,031 170,270 0.3 % 90.8 % New York 2 1,717 174,262 0.3 % 88.5 % Ohio 1 950 112,255 0.2 % 79.3 % Total/Weighted Average 801 402,511 51,127,068 100.0 % 83.6 % (1) Six of the California properties and one of the Louisiana properties are subject to non-cancelable leasehold interest agreements that are classified as operating leases.
See "Note 13. Leases" in Item 8. "Financial Statements and Supplementary Data." 27 The following table sets forth summary information regarding our unconsolidated real estate venture properties by state as of December 31, 2024.
See "Note 13. Leases" in Item 8. "Financial Statements and Supplementary Data." 28 The following table sets forth summary information regarding our unconsolidated real estate venture properties by state as of December 31, 2025.
Of these properties, we reported 815 wholly-owned self storage properties on a consolidated basis that contain approximately 52.2 million rentable square feet and we held a 25% ownership interest in 259 unconsolidated real estate venture properties that contain approximately 18.0 million rentable square feet. 26 The following table sets forth summary information regarding our consolidated properties by state as of December 31, 2024.
Of these properties, we reported 801 wholly-owned self storage properties on a consolidated basis that contain approximately 51.1 million rentable square feet and we held a 25% ownership interest in 262 unconsolidated real estate venture properties that contain approximately 18.2 million rentable square feet. 27 The following table sets forth summary information regarding our consolidated properties by state as of December 31, 2025.
Item 2. Properties As of December 31, 2024, we held ownership interests in and operated a geographically diversified portfolio of 1,074 self storage properties located in 42 states and Puerto Rico, comprising approximately 70.2 million rentable square feet, configured in approximately 552,000 storage units.
Properties As of December 31, 2025, we held ownership interests in and operated a geographically diversified portfolio of 1,063 self storage properties located in 37 states and Puerto Rico, comprising approximately 69.4 million rentable square feet, configured in approximately 548,000 storage units, excluding three properties classified as held for sale that were sold to a third party in January 2026.
Number of Number of Rentable % of Rentable Period-end State Properties Units Square Feet Square Feet Occupancy Texas 27 17,103 2,111,858 11.7 % 85.7 % Florida 27 15,036 1,716,384 9.5 % 87.5 % Ohio 26 13,932 1,740,234 9.7 % 84.6 % Michigan 25 15,940 2,018,798 11.2 % 88.3 % Georgia 22 11,580 1,587,237 8.8 % 82.9 % Oklahoma 19 7,111 1,129,728 6.3 % 75.6 % New Jersey 15 10,750 1,249,879 6.9 % 87.7 % Tennessee 15 7,698 960,241 5.3 % 85.6 % Alabama 14 5,787 849,664 4.7 % 82.8 % California 12 6,647 779,034 4.3 % 85.7 % Other (1) 57 31,783 3,865,397 21.6 % 85.1 % Total 259 143,367 18,008,454 100.0 % 85.1 % (1) Other states in the unconsolidated real estate ventures include Arizona, Delaware, Illinois, Indiana, Kansas, Massachusetts, Minnesota, Mississippi, Missouri, Nevada, New York, Pennsylvania, Rhode Island and Virginia.
Number of Number of Rentable % of Rentable Period-end State Properties Units Square Feet Square Feet Occupancy Texas 27 17,095 2,111,043 11.6 % 86.7 % Florida 27 15,025 1,715,530 9.4 % 83.9 % Ohio 26 13,948 1,742,437 9.6 % 85.4 % Michigan 25 15,972 2,023,848 11.1 % 87.6 % Georgia 22 11,568 1,580,675 8.7 % 83.1 % Oklahoma 19 7,108 1,129,604 6.2 % 80.4 % Tennessee 16 8,368 1,052,129 5.8 % 85.8 % New Jersey 15 10,747 1,249,889 6.9 % 85.5 % Alabama 14 5,791 850,431 4.7 % 83.7 % California 13 6,998 846,554 4.6 % 86.3 % Other (1) 58 32,413 3,920,877 21.4 % 85.3 % Total 262 145,033 18,223,017 100.0 % 85.1 % (1) Other states in the unconsolidated real estate ventures include Arizona, Delaware, Illinois, Indiana, Kansas, Massachusetts, Minnesota, Mississippi, Missouri, Nevada, New York, Pennsylvania, Rhode Island and Virginia.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeWe did not repurchase any common shares during three months ended December 31, 2024, as summarized below: Period Total number of shares purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs October 1 - October 31, 2024 — $ — — $ 256,892 November 1 - November 30, 2024 — — — 350,256,892 December 1 - December 31, 2024 — — — 350,256,892 Total/Weighted Average — $ — — $ 350,256,892 30 Table of Contents Performance Graph The following chart compares the yearly cumulative total shareholder return for our common shares with the cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the Russell 2000 and (iii) the Nareit All Equity REIT Index as provided by Nareit for the period beginning December 31, 2019 and ending December 31, 2024.
Biggest changeThe price paid per share is based on the closing price of our common shares on October 1, 2025, which is the date of withholding. 31 Table of Contents Performance Graph The following chart compares the yearly cumulative total shareholder return for our common shares with the cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the Russell 2000 and (iii) the Nareit All Equity REIT Index as provided by Nareit for the period beginning December 31, 2020 and ending December 31, 2025.
Our tax return for the year ended December 31, 2024 has not yet been filed and consequently, the taxability information presented for our dividends paid in 2024 is based upon management's estimate.
Our tax return for the year ended December 31, 2025 has not yet been filed and consequently, the taxability information presented for our dividends paid in 2025 is based upon management's estimate.
These issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Issuer Purchases of Equity Securities On July 11, 2022, the Company approved a share repurchase program authorizing the repurchase of up to $400.0 million of the Company's common shares, under which $256,892 of common shares remain available for repurchase.
These issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Issuer Purchases of Equity Securities On July 11, 2022, we approved a share repurchase program authorizing the repurchase of up to $400.0 million of our common shares, under which $256,892 of common shares remain available for repurchase.
On December 1, 2023, the Company approved a new share repurchase program authorizing, but not obligating, the repurchase of up to $275.0 million of the Company's common shares, under which no common shares remain available for repurchase.
On December 1, 2023, we approved a new share repurchase program authorizing, but not obligating, the repurchase of up to $275.0 million of our common shares, under which no common shares remain available for repurchase.
The Company has the right, but not the obligation, to assume and satisfy the redemption obligation of the operating partnership described above by issuing one common share in exchange for each OP unit tendered for redemption.
We have the right, but not the obligation, to assume and satisfy the redemption obligation of the operating partnership described above by issuing one common share in exchange for each OP unit tendered for redemption.
On November 14, 2024, the Company approved a new share repurchase program authorizing, but not obligating, the repurchase of up to $350.0 million of the Company's common shares.
On November 14, 2024, we approved a new share repurchase program authorizing, but not obligating, the repurchase of up to $350.0 million of our common shares.
Unregistered Sales of Equity Securities During the three months ended December 31, 2024, the Company, in its capacity as general partner of its operating partnership, caused the operating partnership to issue 127,923 common shares to satisfy redemption requests from certain limited partners.
Unregistered Sales of Equity Securities During the three months ended December 31, 2025, the Company, in its capacity as general partner of its operating partnership, caused the operating partnership to issue 148,967 common shares to satisfy redemption requests from certain limited partners.
Holders As of February 24, 2025, the Company had 71 record holders of its common shares. The 71 holders of record do not include the beneficial owners of common shares whose shares are held by a broker or bank. Such information was obtained from our transfer agent and registrar.
Holders As of February 20, 2026, we had 72 record holders of its common shares. The 72 holders of record do not include the beneficial owners of common shares whose shares are held by a broker or bank. Such information was obtained from our transfer agent and registrar.
The Company may elect to report early the private placement of its common shares that may occur if the Company elects to assume the redemption obligation of the operating partnership as described above in the event that OP units are in the future tendered for redemption. 29 Table of Contents As of February 24, 2025, other than those OP units held by the Company, after reflecting the transactions described herein, 58,600,003 OP units were outstanding (including 714,698 outstanding LTIP units in the operating partnership and 5,769,214 outstanding DownREIT OP units, which are convertible into, or exchangeable for, OP units on a one-for-one basis, subject to certain conditions).
We may elect to report early the private placement of our common shares that may occur if we elect to assume the redemption obligation of the operating partnership as described above in the event that OP units are in the future tendered for redemption. 30 Table of Contents As of February 20, 2026, other than those OP units held by the Company, after reflecting the transactions described herein, 57,495,864 OP units were outstanding (including 710,841 outstanding LTIP units in the operating partnership and 5,769,214 outstanding DownREIT OP units, which are convertible into, or exchangeable for, OP units on a one-for-one basis, subject to certain conditions).
The following table summarizes the estimated taxability of our dividends per common share for the year ended December 31, 2024: Year Ended December 31, 2024 Ordinary Income $ 1.272584 56.6 % Return of Capital 0.977416 43.4 % Total $ 2.250000 100.0 % Equity Compensation Plan Information Information about our equity compensation plans is incorporated by reference to Item 12 of Part III of this Annual Report on Form 10-K.
The following table summarizes the estimated taxability of our dividends per common share for the year ended December 31, 2025: Year Ended December 31, 2025 Ordinary Income $ 1.378972 60.5 % Capital Gain 0.080780 3.5 % Return of Capital 0.820248 36.0 % Total $ 2.280000 100.0 % Equity Compensation Plan Information Information about our equity compensation plans is incorporated by reference to Item 12 of Part III of this Annual Report on Form 10-K.
Period Ending Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 National Storage Affiliates Trust $ 100 $ 112 $ 221 $ 121 $ 147 $ 142 S&P 500 100 118 152 125 158 197 Russell 2000 100 120 138 110 128 143 Nareit All Equity REIT Index 100 95 134 101 112 118 The foregoing item assumes $100.00 invested on December 31, 2019, with dividends reinvested.
Period Ending Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 National Storage Affiliates Trust $ 100 $ 198 $ 108 $ 132 $ 127 $ 101 S&P 500 100 129 105 133 166 196 Russell 2000 100 115 91 107 119 134 Nareit All Equity REIT Index 100 141 106 118 124 127 The foregoing item assumes $100.00 invested on December 31, 2020, with dividends reinvested.
Added
During the three months ended December 31, 2025, certain of our employees surrendered common shares owned by them to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted shares issued to them.
Added
The table below summarizes all of our repurchases of common shares during the three months ended December 31, 2025: Period Total number of shares purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs October 1 - October 31, 2025 (1) 60 $ 30.30 — $ 350,256,892 November 1 - November 30, 2025 — — — 350,256,892 December 1 - December 31, 2025 — — — 350,256,892 Total/Weighted Average 60 $ 30.30 — $ 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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOur sources of financing cash flows for the year ended December 31, 2024 primarily consisted of $1.3 billion of borrowings (which included $920.0 million of borrowings under our Revolver, $150.0 million from the issuance of the 2034 Notes (as defined in Note 8 to the consolidated financial statements in Item 8), $125.0 million from the issuance of the September 2031 Notes (as defined in Note 8 to the consolidated financial statements in Item 8) and $75.0 million from the issuance of the September 2028 Notes (as defined in Note 8 to the consolidated financial statements in Item 8)). 45 Table of Contents Our primary uses of financing cash flows for the year ended December 31, 2023 were for principal payments on existing debt of $1.2 billion (which included $1.1 billion of principal repayments, including constructive repayments, under the Revolver, $73.5 million in fixed rate mortgage repayments, $50.2 million of constructive repayments of term loan borrowings within our credit facility, and $3.3 million of scheduled fixed rate mortgage principal amortization payments), common share repurchases of $310.2 million, distributions to common shareholders of $190.9 million, distributions to noncontrolling interests of $141.5 million and distributions to preferred shareholders of $19.0 million.
Biggest changeOur primary uses of financing cash flows for the year ended December 31, 2025 were for principal payments on existing debt of $680.4 million (which included $678.2 million of principal repayments under the Revolver and $2.2 million of scheduled fixed rate mortgage principal amortization payments), distributions to common shareholders of $174.9 million, distributions to noncontrolling interests of $134.1 million and distributions to preferred shareholders of $20.5 million.
We believe NOI is useful to investors in evaluating our operating performance because: • NOI is one of the primary measures used by our management to evaluate the economic productivity of our properties, including our ability to lease our properties, increase pricing and occupancy and control our property operating expenses; • NOI is widely used in the real estate industry and the self storage industry to measure the performance and value of real estate assets without regard to various items included in net income that do not relate to or are not indicative of operating performance, such as depreciation and amortization, which can vary depending upon accounting methods, the book value of assets, and the impact of our capital structure; and • We believe NOI helps our investors to meaningfully compare the results of our operating performance from period to period by removing the impact of our capital structure (primarily interest expense on our outstanding indebtedness) and depreciation of the cost basis of our assets from our operating results. 40 Table of Contents 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 believe NOI is useful to investors in evaluating our operating performance because: • NOI is one of the primary measures used by our management to evaluate the economic productivity of our properties, including our ability to lease our properties, increase pricing and occupancy and control our property operating expenses; • NOI is widely used in the real estate industry and the self storage industry to measure the performance and value of real estate assets without regard to various items included in net income that do not relate to or are not indicative of operating performance, such as depreciation and amortization, which can vary depending upon accounting methods, the book value of assets, and the impact of our capital structure; and • We believe NOI helps our investors to meaningfully compare the results of our operating performance from period to period by removing the impact of our capital structure (primarily interest expense on our outstanding indebtedness) and depreciation of the cost basis of our assets from our operating results. 41 Table of Contents 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).
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; 42 Table of Contents • 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.
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; 43 Table of Contents • 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.
The decrease was primarily attributable to the non-cash impact of applying the hypothetical liquidation at book value ("HLBV") method to the 2024 Joint Venture, which allocates income (loss) based on the change in each owners' claim on net assets upon a hypothetical liquidation of the underlying joint venture at book value as of December 31, 2024.
The decrease was primarily attributable to the non-cash impact of applying the hypothetical liquidation at book value ("HLBV") method to the 2024 Joint Venture, which allocates income (loss) based on the change in each owners' claim on net assets upon a hypothetical liquidation of the underlying joint venture at book value as of December 31, 2025.
(3) Casualty-related recoveries in 2023 relate to casualty-related expenses incurred during 2022 and are recorded in the line item "Other" within operating expenses in our condensed consolidated statements of operations. (4) Equity-based compensation expense is a non-cash item recorded within general and administrative expenses and acquisition and integration costs in our consolidated statements of operations.
(3) Casualty-related recoveries in 2023 relate to casualty-related expenses incurred during 2022 and are recorded in the line item "Other" within operating expenses in our consolidated statements of operations. (4) Equity-based compensation expense is a non-cash item recorded within general and administrative expenses and acquisition and integration costs in our consolidated statements of operations.
(2) Integration costs relate to expenses incurred as a part of the internalization of the PRO structure. Executive severance costs are recorded within the line items "General and administrative expenses" and "Non-operating (expense) income" in our condensed consolidated statements of operations.
(2) Integration costs relate to expenses incurred as a part of the internalization of the PRO structure. Executive severance costs are recorded within the line items "General and administrative expenses" and "Non-operating (expense) income" in our consolidated statements of operations.
(2) Integration costs relate to expenses incurred as a part of the internalization of the PRO structure. Executive severance costs are recorded within the line items "General and administrative expenses" and "Non-operating (expense) income" in our condensed consolidated statements of operations.
(2) Integration costs relate to expenses incurred as a part of the internalization of the PRO structure. Executive severance costs are recorded within the line items "General and administrative expenses" and "Non-operating (expense) income" in our consolidated statements of operations.
(3) Casualty-related recoveries in 2023 relate to casualty-related expenses incurred during 2022 and are recorded in the line item "Other" within operating expenses in our condensed consolidated statements of operations.
(3) Casualty-related recoveries in 2023 relate to casualty-related expenses incurred during 2022 and are recorded in the line item "Other" within operating expenses in our consolidated statements of operations.
Credit Facility and Term Loan Facilities As of December 31, 2024, our credit facility provided for total borrowings of $1.355 billion, consisting of the following components: (i) a Revolver which provides for a total borrowing commitment up to $950.0 million, whereby we may borrow, repay and re-borrow amounts under the Revolver, (ii) a $275.0 million Term Loan D and (iii) a $130.0 million Term Loan E.
Credit Facility and Term Loan Facilities As of December 31, 2025, our credit facility provided for total borrowings of $1.355 billion, consisting of the following components: (i) a Revolver which provides for a total borrowing commitment up to $950.0 million, whereby we may borrow, repay and re-borrow amounts under the Revolver, (ii) a $275.0 million Term Loan D and (iii) a $130.0 million Term Loan E.
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. 37 Table of Contents Management uses FFO and Core FFO as key performance indicators in evaluating the operations of our properties.
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. 38 Table of Contents Management uses FFO and Core FFO as key performance indicators in evaluating the operations of our properties.
All significant intercompany balances and transactions have been eliminated in the consolidation of entities. 36 Table of Contents The limited partner ownership interests in our operating partnership that are held by owners other than us are referred to as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than our operating partnership.
All significant intercompany balances and transactions have been eliminated in the consolidation of entities. 37 Table of Contents The limited partner ownership interests in our operating partnership that are held by owners other than us are referred to as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than our operating partnership.
The following discussion and analysis of the results of our operations and financial condition for the year ended December 31, 2024 compared to the year ended December 31, 2023 should be read in conjunction with the accompanying consolidated financial statements included in Item 8.
The following discussion and analysis of the results of our operations and financial condition for the year ended December 31, 2025 compared to the year ended December 31, 2024 should be read in conjunction with the accompanying consolidated financial statements included in Item 8.
The discussion and analysis of the results of our operations and financial condition for the year ended December 31, 2023 compared to the year ended December 31, 2022, can be found in Part II, "Item 7.
The discussion and analysis of the results of our operations and financial condition for the year ended December 31, 2024 compared to the year ended December 31, 2023, can be found in Part II, "Item 7.
As of December 31, 2024, we had an expansion option under the credit facility, which, if exercised in full, would provide for a total credit facility of $1.900 billion.
As of December 31, 2025, we had an expansion option under the credit facility, which, if exercised in full, would provide for a total credit facility of $1.900 billion.
Management’s Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024. Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation.
Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025. Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation.
As of December 31, 2024, the June 2029 Term Loan Facility had an effective interest rate of 5.37%. We have an expansion option under the June 2029 Term Loan Facility, which, if exercised in full, would provide for total borrowings in an aggregate amount up to $300.0 million.
As of December 31, 2025, the June 2029 Term Loan Facility had an effective interest rate of 5.07%. We have an expansion option under the June 2029 Term Loan Facility, which, if exercised in full, would provide for total borrowings in an aggregate amount up to $300.0 million.
We have a credit agreement with a lender for a term loan facility that matures in December 2028 (the "2028 Term Loan Facility") and is separate from the credit facility in an aggregate amount of $75.0 million. As of December 31, 2024, $75.0 million was outstanding under the 2028 Term Loan Facility with an effective interest rate of 4.62%.
We have a credit agreement with a lender for a term loan facility that matures in December 2028 (the "2028 Term Loan Facility") and is separate from the credit facility in an aggregate amount of $75.0 million. As of December 31, 2025, $75.0 million was outstanding under the 2028 Term Loan Facility with an effective interest rate of 4.17%.
See footnote 1 to the following table for additional discussion of subordinated performance units, DownREIT subordinated performance units, and LTIP units in the calculation of FFO and Core FFO per share and unit. 39 Table of Contents The following table presents a reconciliation of earnings per share - diluted to FFO and Core FFO per share and unit for the periods presented: Year Ended December 31, 2024 2023 2022 Earnings per share - diluted $ 1.18 $ 1.48 $ 0.99 Impact of the difference in weighted average number of shares (1) (0.46) 0.23 (0.28) Impact of GAAP accounting for noncontrolling interests, two-class method and treasury stock method (2) 0.55 — 0.62 Add real estate depreciation and amortization 1.49 1.73 1.79 Add (subtract) equity in losses (earnings) of unconsolidated real estate ventures 0.12 (0.06) (0.06) Add Company's share of FFO in unconsolidated real estate ventures 0.19 0.19 0.19 Subtract gain on sale of self storage properties (0.50) (0.52) (0.05) FFO attributable to subordinated performance unitholders (0.17) (0.38) (0.46) FFO per share and unit 2.40 2.67 2.74 Add acquisition costs 0.02 0.01 0.02 Add integration and executive severance costs 0.02 — — Add casualty-related expenses — — 0.05 Add loss on early extinguishment of debt — 0.01 — Core FFO per share and unit $ 2.44 $ 2.69 $ 2.81 (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.
See footnote 1 to the following table for additional discussion of subordinated performance units, DownREIT subordinated performance units, and LTIP units in the calculation of FFO and Core FFO per share and unit. 40 Table of Contents The following table presents a reconciliation of earnings per share - diluted to FFO and Core FFO per share and unit for the periods presented: Year Ended December 31, 2025 2024 2023 Earnings per share - diluted $ 0.69 $ 1.18 $ 1.48 Impact of the difference in weighted average number of shares (1) (0.29) (0.46) 0.23 Impact of GAAP accounting for noncontrolling interests, two-class method and treasury stock method (2) 0.29 0.55 — Add real estate depreciation and amortization 1.38 1.49 1.73 Add (subtract) equity in losses (earnings) of unconsolidated real estate ventures 0.06 0.12 (0.06) Add Company's share of FFO in unconsolidated real estate ventures 0.17 0.19 0.19 Subtract gain on sale of self storage properties (0.12) (0.50) (0.52) FFO attributable to subordinated performance unitholders — (0.17) (0.38) FFO per share and unit 2.18 2.40 2.67 Add acquisition costs 0.01 0.02 0.01 Add integration and executive severance costs 0.04 0.02 — Add loss on early extinguishment of debt — — 0.01 Core FFO per share and unit $ 2.23 $ 2.44 $ 2.69 (1) Adjustment accounts for the difference between the weighted average number of shares used to calculate diluted earnings per share and the weighted average number of shares used to calculate FFO and Core FFO per share and unit.
Our primary uses of financing cash flows for the year ended December 31, 2024 were for principal payments on existing debt of $1.5 billion (which included $857.7 million of principal repayments under the Revolver, $275.0 million repayment of Term Loan B, $325.0 million repayment of Term Loan C, $19.9 million of fixed rate mortgage repayments and $2.1 million of scheduled fixed rate mortgage principal amortization payments), common share repurchases of $275.2 million, distributions to common shareholders of $171.8 million, distributions to noncontrolling interests of $134.6 million and distributions to preferred shareholders of $20.4 million.
Our sources of financing cash flows for the year ended December 31, 2025 primarily consisted of $635.8 million of borrowings under our Revolver. 46 Table of Contents Our primary uses of financing cash flows for the year ended December 31, 2024 were for principal payments on existing debt of $1.5 billion (which included $857.7 million of principal repayments under the Revolver, $275.0 million repayment of Term Loan B, $325.0 million repayment of Term Loan C, $19.9 million of fixed rate mortgage repayments and $2.1 million of scheduled fixed rate mortgage principal amortization payments), common share repurchases of $275.2 million, distributions to common shareholders of $171.8 million, distributions to noncontrolling interests of $134.6 million and distributions to preferred shareholders of $20.4 million.
For the year ended December 31, 2024, $0.4 million relates to the internalization of our PRO structure and is included in acquisition and integration costs. 43 Table of Contents Liquidity and Capital Resources Liquidity Overview Liquidity is the ability to meet present and future financial obligations. Our primary source of liquidity is cash flow from our operations.
For the year ended December 31, 2025, $3.4 million relates to the internalization of our PRO structure and is included in acquisition and integration costs. 44 Table of Contents Liquidity and Capital Resources Liquidity Overview Liquidity is the ability to meet present and future financial obligations. Our primary source of liquidity is cash flow from our operations.
Loss on Early Extinguishment of Debt Loss on early extinguishment of debt decreased $0.4 million, or 57.4%, for the year ended December 31, 2024, compared to the year ended December 31, 2023. During the year ended December 31, 2024, in connection with the early repayment of Term Loan C, we expensed $0.3 million of unamortized debt issuance costs.
Loss on Early Extinguishment of Debt Loss on early extinguishment of debt decreased $0.3 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. During the year ended December 31, 2024, in connection with the early repayment of Term Loan C, we expensed $0.3 million of unamortized debt issuance costs.
Net Income Attributable to Noncontrolling Interests Net income attributable to noncontrolling interests was $71.8 million for the year ended December 31, 2024, compared to $80.3 million for the year ended December 31, 2023. Critical Accounting Policies and Use of Estimates Our financial statements have been prepared on the accrual basis of accounting in accordance with GAAP.
Net Income Attributable to Noncontrolling Interests Net income attributable to noncontrolling interests was $42.5 million for the year ended December 31, 2025, compared to $71.8 million for the year ended December 31, 2024. Critical Accounting Policies and Use of Estimates Our financial statements have been prepared on the accrual basis of accounting in accordance with GAAP.
Sources of Liquidity and Capital Resources As of December 31, 2024, we had $50.4 million in cash and cash equivalents, compared to $65.0 million as of December 31, 2023. Our cash flows from operations result primarily from the ownership and management of self storage facilities as described in Part I, Item 1, "Business".
Sources of Liquidity and Capital Resources As of December 31, 2025, we had $23.3 million in cash and cash equivalents, compared to $50.4 million as of December 31, 2024. Our cash flows from operations result primarily from the ownership and management of self storage facilities as described in Part I, Item 1, "Business".
Capital expenditures totaled $18.7 million, $34.2 million and $42.8 million during the years ended December 31, 2024, 2023 and 2022 respectively. We generally fund post-acquisition capital additions from cash provided by operating activities.
Capital expenditures totaled $38.7 million, $18.7 million and $34.2 million during the years ended December 31, 2025, 2024 and 2023 respectively. We generally fund post-acquisition capital additions from cash provided by operating activities.
We believe there is significant opportunity for continued external growth by partnering with institutional investors or other third parties seeking to deploy capital in the self storage industry. 2024 Joint Venture As of December 31, 2024, our 2024 Joint Venture, in which we have a 25% ownership interest, owned and operated 56 self storage properties containing approximately 3.2 million rentable square feet, configured in approximately 24,000 storage units and located across seven states. 2023 Joint Venture As of December 31, 2024, our 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 December 31, 2024, our 2018 Joint Venture, in which we have a 25% ownership interest, owned and operated 104 self storage properties containing approximately 7.9 million rentable square feet, configured in approximately 65,000 storage units and located across 17 states. 2016 Joint Venture As of December 31, 2024, our 2016 Joint Venture, in which we have a 25% ownership interest, owned and operated 81 properties containing approximately 5.7 million rentable square feet, configured in approximately 47,000 storage units and located across 13 states.
We believe there is significant opportunity for continued external growth by partnering with institutional investors or other third parties seeking to deploy capital in the self storage industry. 33 Table of Contents 2024 Joint Venture As of December 31, 2025, our 2024 Joint Venture, in which we have a 25% ownership interest, owned and operated 56 self storage properties containing approximately 3.2 million rentable square feet, configured in approximately 24,000 storage units and located across seven states. 2023 Joint Venture As of December 31, 2025, our 2023 Joint Venture, in which we have a 25% ownership interest, owned and operated 21 self storage properties containing approximately 1.4 million rentable square feet, configured in approximately 9,000 storage units and located across five states. 2018 Joint Venture As of December 31, 2025, our 2018 Joint Venture, in which we have a 25% ownership interest, owned and operated 104 self storage properties containing approximately 7.9 million rentable square feet, configured in approximately 65,000 storage units and located across 17 states. 2016 Joint Venture As of December 31, 2025, our 2016 Joint Venture, in which we have a 25% ownership interest, owned and operated 81 properties containing approximately 5.7 million rentable square feet, configured in approximately 47,000 storage units and located across 13 states.
In 2022 and 2023, the Federal Reserve Board increased interest rates from historically low levels, until pausing increases in August 2023 and decreasing rates in September 2024.
In 2022 and 2023, the Federal Reserve Board increased interest rates from historically low levels, until pausing increases in August 2023 and decreasing rates starting in September 2024 through December 2025.
During the year ended December 31, 2024, we recorded $16.1 million of equity in losses from our unconsolidated real estate ventures compared to $7.6 million of earnings for the year ended December 31, 2023.
During the year ended December 31, 2025, we recorded $7.3 million of equity in losses from our unconsolidated real estate ventures compared to $16.1 million in losses for the year ended December 31, 2024.
Other Property-Related Revenue Other property-related revenue represents ancillary income from our self storage properties, such as tenant insurance-related access fees and sales of storage supplies. Other property-related revenue decreased by $2.3 million, or 7.8%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Other Property-Related Revenue Other property-related revenue represents ancillary income from our self storage properties, such as tenant insurance-related access fees and sales of storage supplies. Other property-related revenue decreased by $1.5 million, or 5.3%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
For a summary of our financial covenants and additional detail regarding our credit facility, 2028 Term Loan Facility, April 2029 Term Loan Facility and June 2029 Term Loan Facility, please see Note 8 to the consolidated financial statements in Item 8. 2029 and August 2031 Senior Unsecured Notes On August 30, 2019, our operating partnership issued $100.0 million of 3.98% senior unsecured notes due August 30, 2029 (the "2029 Notes") and $50.0 million of 4.08% senior unsecured notes due August 30, 2031 (the "August 2031 Notes") in a private placement to certain institutional investors. 46 Table of Contents August 2030 and August 2032 Senior Unsecured Notes On October 22, 2020, our operating partnership issued $150.0 million of 2.99% senior unsecured notes due August 5, 2030 (the "August 2030 Notes") and $100.0 million of 3.09% senior unsecured notes due August 5, 2032 (the "August 2032 Notes") in a private placement to certain institutional investors.
For a summary of our financial covenants and additional detail regarding our credit facility, 2028 Term Loan Facility, April 2029 Term Loan Facility and June 2029 Term Loan Facility, please see Note 8 to the consolidated financial statements in Item 8. 47 Table of Contents 2029 and August 2031 Senior Unsecured Notes On August 30, 2019, our operating partnership issued $100.0 million of 3.98% senior unsecured notes due August 30, 2029 (the "2029 Notes") and $50.0 million of 4.08% senior unsecured notes due August 30, 2031 (the "August 2031 Notes") in a private placement to certain institutional investors.
On February 13, 2025, our board of trustees declared a cash dividend and distribution, respectively, of $0.57 per common share and OP unit to shareholders and OP unitholders of record as of March 14, 2025.
On November 13, 2025, our board of trustees declared a cash dividend and distribution, respectively, of $0.57 per common share and OP unit to shareholders and OP unitholders of record as of December 15, 2025.
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 $8.3 million, or 24.2%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Management Fees and Other Revenue Management fees and other revenue, which includes revenue related to managing and operating the unconsolidated real estate ventures and other revenue from our tenant insurance programs, increased $5.8 million, or 13.6%, for the year ended December 31, 2025, compared to the year ended December 31, 2024.
Gain on Sale of Self Storage Properties Gain on sale of self storage properties was $63.8 million, for the year ended December 31, 2024, compared to $63.9 million for the year ended December 31, 2023.
Gain on Sale of Self Storage Properties Gain on sale of self storage properties was $16.3 million, for the year ended December 31, 2025, compared to $63.8 million for the year ended December 31, 2024.
The primary sources of cash for the year ended December 31, 2024 were $616.8 million from the contribution of 56 self storage properties to the 2024 Joint Venture and the sale of 40 self storage properties to unaffiliated third parties during the year ended December 31, 2024, partially offset by our investment in the 2023 and 2024 Joint Ventures of $74.2 million, our acquisition of seven self storage properties for cash consideration of $64.6 million, our acquisition of intangible assets in connection with the internalization of our PRO structure for $32.7 million, and expenditures for corporate furniture and equipment of $1.9 million. 44 Table of Contents Cash provided by investing activities was $161.1 million for the year ended December 31, 2023 compared to $584.2 million of cash used in investing activities for the year ended December 31, 2022.
The primary sources of cash for the year ended December 31, 2024 were $616.8 million from the contribution of 56 self storage properties to the 2024 Joint Venture and the sale of 40 self storage properties to unaffiliated third parties, partially offset by our investment in the 2023 and 2024 Joint Ventures of $74.2 million, our acquisition of seven self storage properties for cash consideration of $64.6 million, capital expenditures of $18.7 million, our acquisition of intangible assets in connection with the internalization of our PRO structure for $32.7 million, and expenditures for corporate furniture and equipment of $1.9 million.
As of December 31, 2024, we would have had the capacity to borrow remaining Revolver commitments of $500.0 million while remaining in compliance with the credit facility's financial covenants.
As of December 31, 2025, we would have had the capacity to borrow remaining Revolver commitments of $542.1 million while remaining in compliance with the credit facility's financial covenants.
The following table presents a reconciliation of net income to EBITDA and Adjusted EBITDA for the periods presented (dollars in thousands): Year Ended December 31, 2024 2023 2022 Net income $ 183,270 $ 236,988 $ 183,765 Add: Depreciation and amortization 189,855 221,993 233,158 Company's share of unconsolidated real estate venture depreciation and amortization 20,719 17,083 17,072 Interest expense 154,260 166,147 110,599 Income tax expense 3,767 1,590 4,689 Loss on early extinguishment of debt 323 758 — EBITDA 552,194 644,559 549,283 Add (subtract): Acquisition costs 1,602 1,659 2,745 Effect of hypothetical liquidation at book value (HLBV) accounting for unconsolidated 2024 Joint Venture (1) 19,511 — — Gain on sale of self storage properties (63,841) (63,910) (5,466) Integration and executive severance costs, excluding equity-based compensation (2) 1,879 — — Casualty-related (recoveries) expenses (3) — (522) 6,388 Equity-based compensation expense (4) 8,310 6,679 6,258 Adjusted EBITDA $ 519,655 $ 588,465 $ 559,208 (1) Reflects the non-cash impact of applying HLBV to the 2024 Joint Venture, which allocates GAAP income (loss) on a hypothetical liquidation of the underlying joint venture at book value as of the reporting date.
The following table presents a reconciliation of net income to EBITDA and Adjusted EBITDA for the periods presented (dollars in thousands): Year Ended December 31, 2025 2024 2023 Net income $ 116,274 $ 183,270 $ 236,988 Add: Depreciation and amortization 189,320 189,855 221,993 Company's share of unconsolidated real estate venture depreciation and amortization 20,732 20,719 17,083 Interest expense 162,445 154,260 166,147 Income tax expense 3,102 3,767 1,590 Loss on early extinguishment of debt — 323 758 EBITDA 491,873 552,194 644,559 Add (subtract): Acquisition costs 1,959 1,602 1,659 Effect of hypothetical liquidation at book value (HLBV) accounting for unconsolidated 2024 Joint Venture (1) 9,030 19,511 — Gain on sale of self storage properties (16,293) (63,841) (63,910) Integration and executive severance costs, excluding equity-based compensation (2) 1,388 1,879 — Casualty-related recoveries (3) — — (522) Equity-based compensation expense (4) 12,194 8,310 6,679 Adjusted EBITDA $ 500,151 $ 519,655 $ 588,465 (1) Reflects the non-cash impact of applying HLBV to the 2024 Joint Venture, which allocates GAAP income (loss) on a hypothetical liquidation of the underlying joint venture at book value as of the reporting date.
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. 34 Table of Contents Rental Revenue Rental revenue decreased by $93.7 million, or 11.8%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
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. 35 Table of Contents Rental Revenue Rental revenue decreased by $21.8 million, or 3.1%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
General and Administrative Expenses General and administrative expenses decreased by $1.7 million, or 2.8%, for the year ended December 31, 2024, compared to the year ended December 31, 2023. This result was primarily attributable to a decrease in management fees following the internalization of the PRO structure.
General and Administrative Expenses General and administrative expenses decreased by $6.5 million, or 11.2%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. This result was primarily attributable to a decrease in management fees following the internalization of the PRO structure during the year ended December 31, 2024.
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.
Nordhagen recognized a market opportunity for a differentiated public self storage REIT that would leverage the benefits of national scale by integrating multiple experienced regional self storage operators with local operational focus and expertise, which we refer to as our former PRO structure.
As of December 31, 2024 the entire amount was outstanding under the April 2029 Term Loan Facility with an effective interest rate of 4.27%.
As of December 31, 2025 the entire amount was outstanding under the April 2029 Term Loan Facility with an effective interest rate of 3.77%.
The information in this section should be read in conjunction with Note 8 and other information included in the accompanying consolidated financial statements included in Item 8. 47 Table of Contents (dollars in thousands) Next 12 Months Beyond 12 Months Total Senior Unsecured Notes $ — $ 1,950,000 $ 1,950,000 Revolving line of credit (1) — 443,300 443,300 Term loan facilities — 865,000 865,000 Fixed rate mortgage notes payable — 200,793 200,793 Total $ — $ 3,459,093 $ 3,459,093 (1) Under the credit facility, the Company has an expansion option which if exercised in full, would provide an additional $545 million of borrowing capacity.
The information in this section should be read in conjunction with Note 8 and other information included in the accompanying consolidated financial statements included in Item 8. 48 Table of Contents (dollars in thousands) Next 12 Months Beyond 12 Months Total Senior Unsecured Notes $ 100,000 $ 1,850,000 $ 1,950,000 Revolving line of credit (1) — 400,900 400,900 Term loan facilities 275,000 590,000 865,000 Fixed rate mortgage notes payable — 198,608 198,608 Total $ 375,000 $ 3,039,508 $ 3,414,508 (1) Under the credit facility, the Company has an expansion option which if exercised in full, would provide an additional $545 million of borrowing capacity.
As of December 31, 2024, $275.0 million was outstanding under the Term Loan D with an effective interest rate of 3.96% and $130.0 million was outstanding under the Term Loan E with an effective interest rate of 4.89%.
As of December 31, 2025, $275.0 million was outstanding under the Term Loan D with an effective interest rate of 4.01% and $130.0 million was outstanding under the Term Loan E with an effective interest rate of 4.92%.
As of December 31, 2024, our property management platform managed and controlled the majority of our 815 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.
As of December 31, 2025, our property management platform managed and controlled substantially all of our 801 consolidated properties and 262 of our unconsolidated real estate venture properties. The properties are primarily managed by us under the brands of iStorage, Move It, Northwest, RightSpace, SecurCare and Southern.
We believe that to further understand our performance, FFO and Core FFO should be compared with our reported net income (loss) and considered in addition to cash flows computed in accordance with GAAP, as presented in our consolidated financial statements. 38 Table of Contents The following table presents a reconciliation of net income to FFO and Core FFO for the periods presented (in thousands, except per share and unit amounts): Year Ended December 31, 2024 2023 2022 Net income $ 183,270 $ 236,988 $ 183,765 Add (subtract): Real estate depreciation and amortization 188,358 220,737 231,870 Equity in losses (earnings) of unconsolidated real estate ventures 16,075 (7,553) (7,745) Company's share of FFO in unconsolidated real estate ventures 24,156 24,636 24,817 Gain on sale of self storage properties (63,841) (63,910) (5,466) Distributions to preferred shareholders and unitholders (22,273) (20,330) (14,510) FFO attributable to subordinated performance unitholders (1) (21,622) (49,040) (58,838) FFO attributable to common shareholders, OP unitholders, and LTIP unitholders 304,123 341,528 353,893 Add (subtract): Acquisition costs 1,602 1,659 2,745 Integration and executive severance costs (2) 2,671 — — Casualty-related (recoveries) expenses (3) — (522) 6,388 Loss on early extinguishment of debt 323 758 — Core FFO attributable to common shareholders, OP unitholders, and LTIP unitholders $ 308,719 $ 343,423 $ 363,026 Weighted average shares and units outstanding - FFO and Core FFO: (4) Weighted average shares outstanding - basic 76,844 86,846 91,239 Weighted average restricted common shares outstanding 20 25 27 Weighted average OP units outstanding 45,110 38,302 35,421 Weighted average DownREIT OP unit equivalents outstanding 3,955 2,120 1,925 Weighted average LTIP units outstanding 684 553 514 Total weighted average shares and units outstanding - FFO and Core FFO 126,613 127,846 129,126 FFO per share and unit $ 2.40 $ 2.67 $ 2.74 Core FFO per share and unit $ 2.44 $ 2.69 $ 2.81 (1) Amounts represent distributions declared for subordinated performance unitholders and DownREIT subordinated performance unitholders for the periods presented.
We believe that to further understand our performance, FFO and Core FFO should be compared with our reported net income (loss) and considered in addition to cash flows computed in accordance with GAAP, as presented in our consolidated financial statements. 39 Table of Contents The following table presents a reconciliation of net income to FFO and Core FFO for the periods presented (in thousands, except per share and unit amounts): Year Ended December 31, 2025 2024 2023 Net income $ 116,274 $ 183,270 $ 236,988 Add (subtract): Real estate depreciation and amortization 187,532 188,358 220,737 Equity in losses (earnings) of unconsolidated real estate ventures 7,327 16,075 (7,553) Company's share of FFO in unconsolidated real estate ventures 22,437 24,156 24,636 Gain on sale of self storage properties (16,293) (63,841) (63,910) Distributions to preferred shareholders and unitholders (22,272) (22,273) (20,330) FFO attributable to subordinated performance unitholders (1) — (21,622) (49,040) FFO attributable to common shareholders, OP unitholders, and LTIP unitholders 295,005 304,123 341,528 Add (subtract): Acquisition costs 1,959 1,602 1,659 Integration and executive severance costs (2) 4,762 2,671 — Casualty-related recoveries (3) — — (522) Loss on early extinguishment of debt — 323 758 Core FFO attributable to common shareholders, OP unitholders, and LTIP unitholders $ 301,726 $ 308,719 $ 343,423 Weighted average shares and units outstanding - FFO and Core FFO: (4) Weighted average shares outstanding - basic 76,638 76,844 86,846 Weighted average restricted common shares outstanding 23 20 25 Weighted average OP units outstanding 51,911 45,110 38,302 Weighted average DownREIT OP unit equivalents outstanding 5,769 3,955 2,120 Weighted average LTIP units outstanding 878 684 553 Total weighted average shares and units outstanding - FFO and Core FFO 135,219 126,613 127,846 FFO per share and unit $ 2.18 $ 2.40 $ 2.67 Core FFO per share and unit $ 2.23 $ 2.44 $ 2.69 (1) Amounts represent distributions declared for subordinated performance unitholders and DownREIT subordinated performance unitholders for the periods presented.
Operating Activities Cash provided by our operating activities was $363.1 million for the year ended December 31, 2024 compared to $441.6 million the year ended December 31, 2023.
Operating Activities Cash provided by our operating activities was $338.5 million for the year ended December 31, 2025 compared to $363.1 million the year ended December 31, 2024.
Investing Activities Cash provided by investing activities was $425.4 million for the year ended December 31, 2024 compared to $161.1 million of cash provided by investing activities for the year ended December 31, 2023.
Investing Activities Cash provided by investing activities was $19.9 million for the year ended December 31, 2025 compared to $425.4 million of cash provided by investing activities for the year ended December 31, 2024.
During the year ended December 31, 2024, after receiving notices of redemption from certain OP unitholders, we elected to issue 1,454,837 common shares to such holders in exchange for 1,454,837 OP units in satisfaction of the operating partnership's redemption obligations.
Equity Transactions Issuance of Common Shares During the year ended December 31, 2025, after receiving notices of redemption from certain OP unitholders, we elected to issue 735,035 common shares to such holders in exchange for 735,035 OP units in satisfaction of the operating partnership's redemption obligations.
The following table presents a summary of the capital expenditures for these categories, along with a reconciliation of the total for these categories to the capital expenditures reported in the accompanying consolidated statements of cash flows for the periods presented (dollars in thousands): Year Ended December 31, 2024 2023 2022 Recurring capital expenditures $ 12,989 $ 16,957 $ 11,794 Value enhancing capital expenditures 2,861 6,364 11,732 Acquisitions capital expenditures 1,844 9,649 19,215 Total capital expenditures 17,694 32,970 42,741 Change in accrued capital spending 957 1,260 57 Capital expenditures per statement of cash flows $ 18,651 $ 34,230 $ 42,798 Financing Activities Cash used in our financing activities was $825.4 million for the year ended December 31, 2024 compared to $557.2 million of cash used in financing activities for the year ended December 31, 2023.
The following table presents a summary of the capital expenditures for these categories, along with a reconciliation of the total for these categories to the capital expenditures reported in the accompanying consolidated statements of cash flows for the periods presented (dollars in thousands): Year Ended December 31, 2025 2024 2023 Recurring capital expenditures $ 24,545 $ 12,989 $ 16,957 Value enhancing capital expenditures 13,692 2,861 6,364 Acquisitions capital expenditures 1,521 1,844 9,649 Total capital expenditures 39,758 17,694 32,970 Change in accrued capital spending (1,071) 957 1,260 Capital expenditures per statement of cash flows $ 38,687 $ 18,651 $ 34,230 Financing Activities Cash used in our financing activities was $385.5 million for the year ended December 31, 2025 compared to $825.4 million of cash used in financing activities for the year ended December 31, 2024.
As of December 31, 2024, our same store portfolio consisted of 776 self storage properties.
As of December 31, 2025, our same store portfolio consisted of 771 self storage properties.
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.
Many of these markets have multiple barriers to entry against increased supply, including zoning restrictions against new construction and new construction costs that we believe are higher than our properties' fair market value. We maintain an active acquisition pipeline that we expect will continue to drive our future growth.
Although the Federal Reserve Board has signaled an intention to continue to reduce interest rates in 2025, there is no assurance that this will occur or that the Federal Reserve Board will not maintain or raise interest rates in the future.
There is no assurance that the Federal Reserve Board will continue to reduce interest rates or that the Federal Reserve Board will not maintain or raise interest rates in the future.
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. 35 Table of Contents Interest Expense Interest expense decreased $11.9 million, or 7.2%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
This increase was primarily attributable to increases in administrative costs relating to our tenant insurance programs, due to an increase in related activity upon our acquisition of certain rights related to certain former PROs' tenant insurance-related programs as part of the internalization of the PRO structure during the year ended December 31, 2024. 36 Table of Contents Interest Expense Interest expense increased $8.2 million, or 5.3%, for the year ended December 31, 2025, compared to the year ended December 31, 2024.
Property Operating Expenses Property operating expenses decreased by $17.1 million, or 7.5%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Property Operating Expenses Property operating expenses increased by $5.7 million, or 2.7%, for the year ended December 31, 2025, compared to the year ended December 31, 2024.
Annualized total portfolio rental revenues (including fees and net of any discounts and uncollectible customer amounts) divided by average occupied square feet ("average annualized rental revenue per occupied square foot") increased from $15.24, for the year ended December 31, 2023 to $15.61, or 2.4%, for the year ended December 31, 2024, driven primarily by increased contractual lease rates for in-place tenants.
Annualized total portfolio rental revenues (including fees and net of any discounts and uncollectible customer amounts) divided by average occupied square feet ("average annualized rental revenue per occupied square foot") increased from $15.61, for the year ended December 31, 2024 to $15.63, or 0.1%, for the year ended December 31, 2025.
Although the PRO structure significantly contributed to our growth over the last decade, the internalization of the PRO structure has always been a part of our long term vision.
Although the PRO structure contributed significantly to our growth over the last decade, the internalization of the PRO structure, which occurred on July 1, 2024, was always a part of our long term vision.
Dividends and Distributions During the year ended December 31, 2024, the Company paid $171.8 million of distributions to common shareholders, $20.4 million of distributions to preferred shareholders and distributed $134.6 million to noncontrolling interests.
Dividends and Distributions During the year ended December 31, 2025, the Company paid $174.9 million of distributions to common shareholders, $20.5 million of distributions to preferred shareholders and distributed $134.1 million to noncontrolling interests.
Over time, largely through our unconsolidated real estate ventures, retirement of PROs and internalization of the PRO structure, effective as of the Closing Date, we have developed a full service internally-staffed property management platform.
Over time, largely through our unconsolidated real estate ventures, retirement of PROs and the internalization of our PRO structure, we have developed a full service internally-staffed property management platform. Our Structure Through our property management platform, we direct, manage and control the day-to-day operations and affairs of our consolidated properties and our unconsolidated real estate ventures.
Other Other expenses increased $2.8 million, or 24.8%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Other Other expenses increased $2.4 million, or 17.5%, for the year ended December 31, 2025, compared to the year ended December 31, 2024.
Although we operate in several markets, these operations have been aggregated into one reportable segment based on the similar economic characteristics among all markets (see Note 15 to the consolidated financial statements in Item 8 for more information). Seasonality The self storage business is subject to minor seasonal fluctuations.
Segment We manage our business as one reportable segment consisting of owning and managing self storage properties located in the United States. Although we operate in several markets, these operations have been aggregated into one reportable segment based on the similar economic characteristics among all markets (see Note 15 to the consolidated financial statements in Item 8 for more information).
The decrease in total revenue was also attributable to a decrease in total portfolio average occupancy from 88.0% for the year ended December 31, 2023 to 85.6% for the year ended December 31, 2024.
This decrease was primarily attributable to a decrease in total portfolio average occupancy from 85.6% for the year ended December 31, 2024 to 83.8% for the year ended December 31, 2025.
The increase in same store property operating expenses was a result of increases in marketing, insurance and property tax expense, partially offset by decreases in personnel costs and repairs and maintenance expenses during the year ended December 31, 2024. 41 Table of Contents The following table presents a reconciliation of net income to NOI for the periods presented (dollars in thousands): Year Ended December 31, 2024 2023 2022 Net income $ 183,270 $ 236,988 $ 183,765 (Subtract) add: Management fees and other revenue (42,726) (34,411) (27,624) General and administrative expenses 57,606 59,281 59,311 Other 13,866 11,108 8,537 Depreciation and amortization 189,855 221,993 233,158 Interest expense 154,260 166,147 110,599 Equity in losses (earnings) of unconsolidated real estate ventures 16,075 (7,553) (7,745) Loss on early extinguishment of debt 323 758 — Acquisition and integration costs 3,616 1,659 2,745 Income tax expense 3,767 1,590 4,689 Gain on sale of self storage properties (63,841) (63,910) (5,466) Non-operating (income) expense (314) 1,016 951 Net operating income $ 515,757 $ 594,666 $ 562,920 Our consolidated NOI shown in the table above does not include our proportionate share of NOI for our unconsolidated real estate ventures.
The following table presents a reconciliation of net income to NOI for the periods presented (dollars in thousands): Year Ended December 31, 2025 2024 2023 Net income $ 116,274 $ 183,270 $ 236,988 (Subtract) add: Management fees and other revenue (48,529) (42,726) (34,411) General and administrative expenses 51,130 57,606 59,281 Depreciation and amortization 189,320 189,855 221,993 Other 16,291 13,866 11,108 Interest expense 162,445 154,260 166,147 Loss on early extinguishment of debt — 323 758 Equity in (earnings) losses of unconsolidated real estate ventures 7,327 16,075 (7,553) Acquisition and integration costs 6,721 3,616 1,659 Non-operating (income) expense (934) (314) 1,016 Gain on sale of self storage properties (16,293) (63,841) (63,910) Income tax expense 3,102 3,767 1,590 Net operating income $ 486,854 $ 515,757 $ 594,666 Our consolidated NOI shown in the table above does not include our proportionate share of NOI for our unconsolidated real estate ventures.
Cash Flows At December 31, 2024, we had $50.4 million in cash and cash equivalents and $0.3 million of restricted cash, a decrease in cash and cash equivalents of $14.6 million and a decrease in restricted cash of $22.4 million from December 31, 2023.
Cash Flows At December 31, 2025, we had $23.3 million in cash and cash equivalents and $0.3 million of restricted cash, a decrease in cash and cash equivalents of $27.1 million from December 31, 2024.
This increase was primarily attributable to increased property management and acquisition 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.
This increase was primarily attributable to an increase in tenant insurance activity upon our acquisition of certain rights related to certain former PROs' tenant insurance-related programs as part of the internalization of the PRO structure during the year ended December 31, 2024.
Our operating cash flow decreased primarily due to a decrease in rental revenue, partially offset by a decrease in property operating expenses driven by (i) the sale of 32 self storage properties to an unaffiliated third party in the three months ended December 31, 2023, (ii) the contribution of 56 self storage properties to the 2024 Joint Venture in the three months ended March 31, 2024, and (iii) the sale of 40 self storage properties to unaffiliated third parties during the year ended December 31, 2024.
Our operating cash flow decreased primarily due to a decrease in rental revenue driven by (i) a decrease in total portfolio average occupancy from 85.6% for the year ended December 31, 2024 to 83.8% for the year ended December 31, 2025, (ii) the sale of 55 self storage properties to unaffiliated third parties between January 1, 2024 and December 31, 2025, and (iii) the contribution of 56 self storage properties to the 2024 Joint Venture during the three months ended March 31, 2024.
Average annualized same store rental revenue per occupied square foot decreased from $15.71 to $15.68, or 0.2%, for the year ended December 31, 2024, driven primarily by decreased lease rates for new tenants.
This decrease in same store portfolio rental revenue was driven primarily by a decrease in average occupancy from 86.0% for the year ended December 31, 2024 to 84.3% for the year ended December 31, 2025. Average annualized same store rental revenue per occupied square foot decreased from $15.74 to $15.71, or 0.2%, for the year ended December 31, 2025.
The decrease in rental revenue was primarily attributable to (i) the sale of 32 self storage properties to an unaffiliated third party in the three months ended December 31, 2023, (ii) the contribution of 56 self storage properties to the 2024 Joint Venture in the three months ended March 31, 2024, and (iii) the sale of 40 self storage properties to unaffiliated third parties during the year ended December 31, 2024.
The decrease in rental revenue was primarily attributable to (i) a decrease in total portfolio average occupancy from 85.6% for the year ended December 31, 2024 to 83.8% for the year ended December 31, 2025, (ii) the sale of 55 self storage properties to unaffiliated third parties between January 1, 2024 and December 31, 2025, and (iii) the contribution of 56 self storage properties to the 2024 Joint Venture during the three months ended March 31, 2024.
Property Operating Expenses Same store portfolio property operating expenses increased $7.2 million, or 3.7%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Other Property-Related Revenue Same store portfolio other property-related revenue decreased $1.2 million, or 4.7%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
Our sources of financing cash flows for the year ended December 31, 2023 primarily consisted of $1.3 billion of borrowings (which included $898.6 million of borrowings, including constructive borrowings, under our Revolver, $370.0 million from the issuance of July 2028 Notes and October 2023 Senior Unsecured Notes (as defined in Note 8 to the consolidated financial statements in Item 8), and $50.2 million of constructive receipts of term loan borrowings within our credit facility).
Our sources of financing cash flows for the year ended December 31, 2024 primarily consisted of $1.3 billion of borrowings (which included $920.0 million of borrowings under our Revolver, $150.0 million from the issuance of the 2034 Notes (as defined in Note 8 to the consolidated financial statements in Item 8), $125.0 million from the issuance of the September 2031 Notes (as defined in Note 8 to the consolidated financial statements in Item 8) and $75.0 million from the issuance of the September 2028 Notes (as defined in Note 8 to the consolidated financial statements in Item 8)).
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 contributed 56 self storage properties to the 2024 Joint Venture and sold an additional 40 self storage properties to unaffiliated third parties during the year ended December 31, 2024.
Results of Operations When reviewing our results of operations it is important to consider the timing of acquisition and disposition activity. We acquired four self storage properties, two annexes to existing properties and disposed of 15 self storage properties to unaffiliated third parties during the year ended December 31, 2025.
This decrease was primarily attributable to (i) the sale of 32 self storage properties to an unaffiliated third party in the three months ended December 31, 2023, (ii) the contribution of 56 self storage properties to the 2024 Joint Venture in the three months ended March 31, 2024, and (iii) the sale of 40 self storage properties to unaffiliated third parties during the year ended December 31, 2024.
The decrease in total revenue was also attributable to the sale of 55 self storage properties to unaffiliated third parties between January 1, 2024 and December 31, 2025, and the contribution of 56 self storage properties to the 2024 Joint Venture during the three months ended March 31, 2024.
A greater portion of revenues and profits are realized from May through September. Historically, our highest level of occupancy has typically been in July, while our lowest level of occupancy has typically been in February. Results for any quarter may not be indicative of the results that may be achieved for the full fiscal year.
Seasonality The self storage business is subject to minor seasonal fluctuations. A greater portion of revenues and profits are realized from May through September. Historically, our highest level of occupancy has typically been in July, while our lowest level of occupancy has typically been in February.
Certain other amounts that appear in this section may similarly not sum due to rounding. 33 Table of Contents Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 Overview The following table illustrates the changes in rental revenue, other property-related revenue, management fees and other revenue, property operating expenses, and other expenses for the year ended December 31, 2024 compared to the year ended December 31, 2023 (dollars in thousands): Year Ended December 31, 2024 2023 Change Rental revenue $ 700,247 $ 793,966 $ (93,719) Other property-related revenue 27,362 29,686 (2,324) Management fees and other revenue 42,726 34,411 8,315 Total revenue 770,335 858,063 (87,728) Property operating expenses 211,852 228,986 (17,134) General and administrative expenses 57,606 59,281 (1,675) Depreciation and amortization 189,855 221,993 (32,138) Other 13,866 11,108 2,758 Total operating expenses 473,179 521,368 (48,189) Other (expense) income Interest expense (154,260) (166,147) 11,887 Loss on early extinguishment of debt (323) (758) 435 Equity in (losses) earnings of unconsolidated real estate ventures (16,075) 7,553 (23,628) Acquisition and integration costs (3,616) (1,659) (1,957) Non-operating income (expense) 314 (1,016) 1,330 Gain on sale of self storage properties 63,841 63,910 (69) Other expense, net (110,119) (98,117) (12,002) Income before taxes 187,037 238,578 (51,541) Income tax expense (3,767) (1,590) (2,177) Net income 183,270 236,988 (53,718) Net income attributable to noncontrolling interests (71,752) (80,319) 8,567 Net income attributable to National Storage Affiliates Trust 111,518 156,669 (45,151) Distributions to preferred shareholders (20,445) (19,019) (1,426) Net income attributed to common shareholders $ 91,073 $ 137,650 $ (46,577) Total Revenue Our total revenue, including management fees and other revenue, decreased by $87.7 million, or 10.2%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Certain other amounts that appear in this section may similarly not sum due to rounding. 34 Table of Contents Year Ended December 31, 2025 compared to the Year Ended December 31, 2024 Overview The following table illustrates the changes in rental revenue, other property-related revenue, management fees and other revenue, property operating expenses, and other expenses for the year ended December 31, 2025 compared to the year ended December 31, 2024 (dollars in thousands): Year Ended December 31, 2025 2024 Change Rental revenue $ 678,489 $ 700,247 $ (21,758) Other property-related revenue 25,911 27,362 (1,451) Management fees and other revenue 48,529 42,726 5,803 Total revenue 752,929 770,335 (17,406) Property operating expenses 217,546 211,852 5,694 General and administrative expenses 51,130 57,606 (6,476) Depreciation and amortization 189,320 189,855 (535) Other 16,291 13,866 2,425 Total operating expenses 474,287 473,179 1,108 Other (expense) income Interest expense (162,445) (154,260) (8,185) Loss on early extinguishment of debt — (323) 323 Equity in (losses) earnings of unconsolidated real estate ventures (7,327) (16,075) 8,748 Acquisition and integration costs (6,721) (3,616) (3,105) Non-operating income (expense) 934 314 620 Gain on sale of self storage properties 16,293 63,841 (47,548) Other expense, net (159,266) (110,119) (49,147) Income before taxes 119,376 187,037 (67,661) Income tax expense (3,102) (3,767) 665 Net income 116,274 183,270 (66,996) Net income attributable to noncontrolling interests (42,490) (71,752) 29,262 Net income attributable to National Storage Affiliates Trust 73,784 111,518 (37,734) Distributions to preferred shareholders (20,462) (20,445) (17) Net income attributed to common shareholders $ 53,322 $ 91,073 $ (37,751) Total Revenue Our total revenue, including management fees and other revenue, decreased by $17.4 million, or 2.3%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
We also sold 32 self storage properties to an unaffiliated third party during the three months ended December 31, 2023. We acquired seven self storage properties during the year ended December 31, 2024 and 20 self storage properties during the year ended December 31, 2023.
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.
This decrease primarily resulted from a decrease in tenant insurance revenue due to the disposition of properties during the three months ended December 31, 2023 and the year ended December 31, 2024.
This decrease primarily resulted from a decrease in ancillary income due to the disposition of properties between January 1, 2024 and December 31, 2025.
On February 13, 2025, our board of trustees also declared cash distributions of $0.375 per Series A Preferred Share, Series B Preferred Share and Series A-1 preferred unit to shareholders and unitholders of record as of March 14, 2025. 48 Table of Contents Segment We manage our business as one reportable segment consisting of owning and managing self storage properties located in the United States.
On November 13, 2025, our board of trustees also declared cash distributions of $0.375 per Series A Preferred Share, Series B Preferred Share and Series A-1 preferred unit to shareholders and unitholders of record as of December 15, 2025.
The decrease in property operating expenses was primarily attributable to (i) the sale of 32 self storage properties to an unaffiliated third party in the three months ended December 31, 2023, (ii) the contribution of 56 self storage properties to the 2024 Joint Venture in the three months ended March 31, 2024, and (iii) the sale of 40 self storage properties to unaffiliated third parties during the year ended December 31, 2024.
The increase in property operating expenses was primarily attributable to increases in marketing, repairs and maintenance, and property tax expense, partially offset by decreases in property operating expenses resulting from the sale of 55 self storage properties to unaffiliated third parties between January 1, 2024 and December 31, 2025, and the contribution of 56 self storage properties to the 2024 Joint Venture in the three months ended March 31, 2024.
We maintain an active acquisition pipeline that we expect will continue to drive our future growth. 32 Table of Contents As of December 31, 2024, we owned a geographically diversified portfolio of 815 self storage properties, located in 38 states and Puerto Rico, comprising approximately 52.2 million rentable square feet, configured in approximately 409,000 storage units.
As of December 31, 2025, we owned a geographically diversified portfolio of 801 self storage properties, located in 33 states and Puerto Rico, comprising approximately 51.1 million rentable square feet, configured in approximately 403,000 storage units.
The decrease in interest expense was primarily attributable to a decrease in the amount of debt subject to variable interest rates (excluding variable-rate debt subject to interest rate swaps) outstanding from $511.0 million, as of December 31, 2023, to $223.3 million as of December 31, 2024.
The maturity of these swaps, which effectively fixed SOFR at a lower rate than the prevailing market rate, resulted in an increase in the amount of debt subject to variable interest rates (excluding variable-rate debt subject to interest rate swaps) outstanding from $223.3 million, as of December 31, 2024, to $405.9 million as of December 31, 2025.
Other Property-Related Revenue Same store portfolio other property-related revenue increased $0.6 million, or 2.5%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. This increase primarily resulted from an increase in tenant insurance revenue.
This decrease primarily resulted from decreases in truck rental income and retail sales. 42 Table of Contents Property Operating Expenses Same store portfolio property operating expenses increased $6.2 million, or 3.1%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
Depreciation and Amortization Depreciation and amortization decreased $32.1 million, or 14.5%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Rental Revenue Same store portfolio rental revenues decreased $14.9 million, or 2.2%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
Issuance and Redemption of OP Equity As discussed in Note 3 to the consolidated financial statements in Item 8, during the year ended December 31, 2024, we issued (i) 14,376,264 OP units upon the conversion of 7,772,693 subordinated performance units due to the internalization of the PRO structure, (ii) 1,548,866 OP units in connection with the purchase of the PROs' intangible assets, (iii) 43,556 OP units upon the conversion of 23,690 subordinated performance units, and (iv) 92,174 OP units upon the conversion of an equivalent number of LTIP units.
Issuance and Redemption of OP Equity As discussed in Note 3 to the consolidated financial statements in Item 8, during the year ended December 31, 2025, we issued 144,238 OP units upon the conversion of an equivalent number of LTIP units, redeemed 261,430 OP units for cash, and redeemed 9,387 Series A-1 preferred units for an equivalent number of Series A Preferred Shares.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed5 unchanged
Biggest changeAs of December 31, 2024, we had $223.3 million of debt subject to variable interest rates (excluding variable-rate debt subject to interest rate swaps).
Biggest changeAs of December 31, 2025, we had $405.9 million of debt subject to variable interest rates (excluding variable-rate debt subject to interest rate swaps).
If our reference rates (SOFR) were to increase or decrease by 100 basis points, the increase or decrease in interest expense on the variable-rate debt (excluding variable-rate debt subject to interest rate swaps) would decrease or increase future earnings and cash flows by approximately $2.2 million annually.
If our reference rates (SOFR) were to increase or decrease by 100 basis points, the increase or decrease in interest expense on the variable-rate debt (excluding variable-rate debt subject to interest rate swaps) would decrease or increase future earnings and cash flows by approximately $4.1 million annually.

Other NSA 10-K year-over-year comparisons