Item 8.01 Other Events.

On March 18, 2021, Extra Space Storage Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters 1,600,000 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), at a purchase price of $129.1278 per share. The Company also granted the Underwriters an option to purchase up to an additional 240,000 shares of Common Stock at the purchase price described above, which is exercisable for 30 days from the date of the Underwriting Agreement. The net proceeds to the Company from the offering are expected to be approximately $206.3 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The offering is expected to close on or about March 23, 2021, subject to customary closing conditions.

The Company intends to use the net proceeds of this offering to fund potential acquisition opportunities, to repay amounts outstanding from time to time under its lines of credit, and for other general corporate and working capital purposes.

The offering is being made pursuant to the Company's effective registration statement on Form S-3 (Registration Statement No. 333- 254236) previously filed with the Securities and Exchange Commission (the "SEC") that became automatically effective and a prospectus supplement and accompanying prospectus filed with the SEC.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference herein. A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of Common Stock in the offering is attached as Exhibit 5.1 to this report.

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits



Exhibit
Number                               Description of Exhibit

 1.1           Underwriting Agreement, dated as of March 18, 2021, among the
             Company, Extra Space Storage LP, Citigroup Global Markets Inc. and
             Wells Fargo Securities, LLC

 5.1           Opinion of Venable LLP

23.1           Consent of Venable LLP (contained in the opinion filed as Exhibit
             5.1 hereto)

 104         Cover Page Interactive Data File - the cover page XBRL tags are
             embedded within the Inline XBRL document




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