Item 1.01 Entry into a Material Definitive Agreement.

On April 2, 2023, Life Storage, Inc. ("Life Storage") and Life Storage LP ("Life Storage OP" and, together with Life Storage, the "Life Storage Parties") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Extra Space Storage Inc., a Maryland corporation ("Extra Space"), Extra Space Storage LP, a Delaware limited partnership ("Extra Space OP"), Eros Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Extra Space ("Eros Merger Sub"), and Eros OP Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Extra Space OP ("Eros OP Merger Sub" and, together with Extra Space, Extra Space OP and Eros Merger Sub, the "Extra Space Parties").

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, (a) Eros Merger Sub will merge with and into Life Storage (the "Company Merger"), with Life Storage surviving the Company Merger and remaining a wholly owned subsidiary of Extra Space (the "Surviving Entity"), (b) immediately after the effective time of the Company Merger (the "Company Merger Effective Time"), (i) the Surviving Entity will be converted into a Maryland limited liability company and (ii) Life Storage Holdings, Inc., a Delaware corporation and the general partner of Life Storage OP ("Life Storage OP GP"), will be converted into a Delaware limited liability company (such conversions, collectively, the "LLC Conversions"), (c) immediately after the LLC Conversions, Extra Space will contribute to Extra Space OP (i) all of the outstanding equity interests of the Surviving Entity and (ii) the number of shares of common stock of Extra Space, par value $0.01 per share ("Extra Space Common Stock"), to be issued to limited partners of Life Storage OP other than Life Storage or any wholly owned subsidiary of Life Storage (a "Minority Limited Partner") and each holder of Series A Preferred Units of Life Storage OP (the "Preferred Unitholders") who elect to receive the Merger Consideration (as defined below) in exchange for the issuance by Extra Space OP to Extra Space or its applicable subsidiaries of a number of newly issued partnership units in Extra Space OP equal to the number of shares of Extra Space Common Stock to be issued in the Company Merger or the Partnership Merger (as defined below), and (d) thereafter, Eros OP Merger Sub will merge with and into Life Storage OP (the "Partnership Merger" and, together with the Company Merger, the "Mergers"), with Life Storage OP surviving the Partnership Merger and becoming a wholly owned subsidiary of Extra Space OP.

At the Company Merger Effective Time, each share of common stock, par value $0.01 per share, of Life Storage ("Life Storage Common Stock") issued and outstanding immediately prior to the Company Merger Effective Time (other than shares of Life Storage Common Stock owned by any of the Life Storage Parties, the Extra Space Parties or any of their respective wholly owned subsidiaries, which will be canceled) will be automatically converted into the right to receive 0.895 (the "Exchange Ratio") validly issued, fully paid and non-assessable shares of Extra Space Common Stock (the "Merger Consideration"), together with cash in lieu of fractional shares, without interest, but subject to any withholding required under applicable law, upon the terms and subject to the conditions set forth in the Merger Agreement.

Each share of restricted Life Storage Common Stock ("Life Storage Restricted Shares") that is issued and outstanding as of immediately prior to the Company Merger Effective Time will, as of immediately prior to the Company Merger Effective Time, become fully vested and be canceled and converted into the right to receive the Merger Consideration plus cash in lieu of fractional shares without interest, but subject to any withholding required under applicable law. Separately, each holder of Life Storage Restricted Shares issued pursuant to the Life Storage 2015 Award and Option Plan that is issued and outstanding as of immediately prior to the Company Merger Effective Time will be eligible to receive, in respect of each Life Storage Restricted Share, a cash bonus payment, no later than five (5) business days after the Company Merger Effective Time, determined based on the excess, if any, of the Change in Control Price (as defined in the Life Storage 2015 Award and Option Plan) over the sum of the Merger Consideration plus any cash in lieu of fractional shares.

Each performance stock unit with respect to shares of Life Storage Common Stock (the "Life Storage PSUs") that is outstanding as of immediately prior to the Company Merger Effective Time will, as of immediately prior to the Company Merger Effective Time, be accelerated and vest with respect to the Life Storage PSUs that would vest based on the actual achievement of the applicable performance conditions over the truncated performance period ending on the closing date of the Mergers, determined in accordance with the terms of the applicable award agreement. At the Company Merger Effective Time, the Life Storage PSUs will be canceled and converted into the right to receive the Merger Consideration plus cash in lieu of fractional shares, without interest, but subject to any withholding required under applicable law.

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Each deferred stock unit with respect to shares of Life Storage Common Stock (the "Life Storage DSUs") that is issued and outstanding as of immediately prior to the Company Merger Effective Time will, as of immediately prior to the Company Merger Effective Time, become fully vested and all restrictions shall lapse. At the Company Merger Effective Time, the Life Storage DSUs will be canceled and converted into the right to receive the Merger Consideration plus cash in lieu of fractional shares, without interest, but subject to any withholding required under applicable law.

At the Company Merger Effective Time, each outstanding and unexercised Life Storage stock option, whether vested or unvested, will be canceled and exchanged for no consideration; provided, however that each holder of an outstanding and unexercised Life Storage stock option will have at least fifteen (15) days prior to the closing date of the Mergers to exercise such Life Storage stock options.

The Company Merger is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").

At the effective time of the Partnership Merger (the "Partnership Merger Effective Time"), (a) the general partner interests in Life Storage OP owned by Life Storage OP GP as of immediately prior to the Partnership Merger Effective Time will be converted into one Common Unit (as defined the Amended and Restated Agreement of Limited Partnership of Life Storage OP, dated June 4, 2021), and Life Storage OP GP will continue to be the sole general partner of Life Storage OP following the Partnership Merger Effective Time, (b) the Common Units owned by the Surviving Entity as of immediately prior to the Partnership Merger Effective Time will be converted into 99 Common Units, and the Surviving Entity . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On April 2, 2023, Life Storage's board of directors approved an amendment and restatement (the "Amendment and Restatement") of the Bylaws of Life Storage (the "Bylaws"), which became effective immediately. The Amendment and Restatement revises (i) Section 1.07 to remove the effect of withheld votes in the election of director nominees, (ii) Section 7.01 to conform the indemnification of directors and officers to Life Storage's current charter provisions and (iii) Article XI to require any stockholder who is a party to an action described in Article XI of the Bylaws to cooperate in seeking to have such action to be assigned to the Maryland Business & Technology Case Management Program and designate the courts of the United States as the exclusive forum for all claims arising under the federal securities laws, unless Life Storage consents to another forum.

The foregoing summary of the Amendment and Restatement does not purport to be a complete description and is qualified in its entirety by the full text of the Amendment and Restatement, marked to show the April 2, 2023 changes, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On April 3, 2023, Extra Space and Life Storage issued a joint press release announcing the execution of the Merger Agreement. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also on April 3, 2023, Life Storage posted an investor presentation to its investor relations website related to the transactions contemplated by the Merger Agreement and provided information regarding the proposed transaction to analysts and investors. The information made available in connection with the presentations is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits


Exhibit
Number                                    Description

 2.1           Agreement and Plan of Merger, dated as of April 2, 2023, by and
             among Extra Space Storage Inc., Extra Space Storage LP, Eros Merger
             Sub, LLC, Eros OP Merger Sub, LLC, Life Storage, Inc. and Life Storage
             LP.*

 3.1           Amended and Restated Bylaws of Life Storage, Inc.

99.1           Joint Press Release of Extra Space Storage Inc. and Life Storage,
             Inc., dated April 3, 2023.

99.2           Investor Presentation, dated April 3, 2023.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

* Schedules have been omitted pursuant to Item 601(a)(5) of

Regulation S-K. Life

Storage agrees to furnish supplementally to the SEC a copy of any omitted

schedule upon request by the SEC.

Forward Looking Statements

The statements in this communication that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about

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the industry and markets in which Life Storage and Extra Space operate as well
as beliefs and assumptions of Life Storage and Extra Space. Such statements
involve uncertainties that could significantly impact Life Storage's or Extra
Space's financial results. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," and "estimates," including variations of such
words and similar expressions, are intended to identify such forward-looking
statements, which generally are not historical in nature. All statements that
address operating performance, events or developments that Life Storage or Extra
Space expects or anticipates will occur in the future - including statements
relating to any possible transaction between Life Storage and Extra Space,
acquisition and development activity, disposition activity, general conditions
in the geographic areas where Life Storage or Extra Space operate, and Life
Storage's and Extra Space's respective debt, capital structure and financial
position - are forward-looking statements. These statements are not guarantees
of future performance and involve certain risks, uncertainties and assumptions
that are difficult to predict. Although Life Storage and Extra Space believe the
expectations reflected in any forward-looking statements are based on reasonable
assumptions, neither Life Storage nor Extra Space can give assurance that its
expectations will be attained and, therefore, actual outcomes and results may
differ materially from what is expressed or forecasted in such forward-looking
statements. Some of the factors that may affect outcomes and results include,
but are not limited to: (i) Life Storage's and Extra Space's ability to complete
the proposed transaction on the proposed terms or on the anticipated timeline,
or at all, including risks and uncertainties related to securing the necessary
stockholder approvals and satisfaction of other closing conditions to consummate
the proposed transaction; (ii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger agreement
relating to the proposed transaction; (iii) risks related to diverting the
attention of Life Storage and Extra Space management from ongoing business
operations; (iv) failure to realize the expected benefits of the proposed
transaction; (v) significant transaction costs and/or unknown or inestimable
liabilities; (vi) the risk of shareholder litigation in connection with the
proposed transaction, including resulting expense or delay; (vii) the risk that
Life Storage's business will not be integrated successfully or that such
integration may be more difficult, time-consuming or costly than expected;
(viii) risks related to future opportunities and plans for the combined company,
including the uncertainty of expected future financial performance and results
of the combined company following completion of the proposed transaction;
(ix) the effect of the announcement of the proposed transaction on the ability
of Life Storage and Extra Space to operate their respective businesses and
retain and hire key personnel and to maintain favorable business relationships;
(x) risks related to the market value of the Extra Space common stock to be
issued in the proposed transaction; (xi) other risks related to the completion
of the proposed transaction and actions related thereto; (xii) national,
international, regional and local economic and political climates and
conditions; (xiii) changes in global financial markets and interest rates;
(xiv) increased or unanticipated competition for Life Storage's or Extra Space's
properties; (xv) risks associated with acquisitions, dispositions and
development of properties, including increased development costs due to
additional regulatory requirements related to climate change; (xvi) maintenance
of Real Estate Investment Trust status, tax structuring and changes in income
tax laws and rates; (xvii) availability of financing and capital, the levels of
debt that Life Storage and Extra Space maintain and their credit ratings;
(xviii) environmental uncertainties, including risks of natural disasters;
(xix) risks related to the coronavirus pandemic; and (xx) those additional
factors discussed under Part I, Item 1A. Risk Factors in Life Storage's and
Extra Space's respective Annual Reports on
Form 10-K for
the year ended December 31, 2022. Neither Life Storage nor Extra Space
undertakes any duty to update any forward-looking statements appearing in this
communication except as may be required by law.

Additional Information about the Proposed Transaction and Where to Find It



In connection with the proposed transaction, Extra Space intends to file with
the SEC a registration statement on Form
S-4,
which will include a document that serves as a prospectus of Extra Space and a
joint proxy statement of Extra Space and Life Storage (the "joint proxy
statement/prospectus"). Each party also plans to file other relevant documents
with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive joint
proxy statement/prospectus will be sent to Extra Space's stockholders and Life
Storage's stockholders. Investors and

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securityholders may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Extra Space and Life Storage with the SEC at the SEC's website at www.sec.gov. Copies of the documents filed by Extra Space with the SEC will be available free of charge on Extra Space's website at www.extraspace.com or by contacting Extra Space's Investor Relations at info@extraspace.com. Copies of the documents filed by Life Storage with the SEC will be available free of charge on Life Storage's website at www.lifestorage.com or by contacting Brent Maedl with Life Storage's Investor Relations department at bmaedl@lifestorage.com or by calling (716) 328-9756.

Extra Space and Life Storage and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about directors and executive officers of Extra Space is available in the Extra Space proxy statement for its 2022 Annual Meeting, which was filed with the SEC on April 5, 2022. Information about directors and executive officers of Life Storage is available in the Life Storage proxy statement for its 2022 Annual Meeting, which was filed with the SEC on April 14, 2022. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. Investors may obtain free copies of these documents from Life Storage and Extra Space as indicated above.

No Offer or Sale

This communication and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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