Item 1.01. Entry into a Material Definitive Agreement.

On September 13, 2021, Life Storage, Inc. (the "Company"), and Life Storage LP (the "Operating Partnership") entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (the "Underwriters"), pursuant to which the Company agreed to issue and sell 2,500,000 shares of the Company's common stock, par value $.01 per share, plus up to an additional 375,000 shares of common stock pursuant to the Underwriters' option, at a price of $121.40 per share. On September 15, 2021, the Underwriters exercised their option in full. The offering of 2,875,000 shares of the Company's common stock will close on September 16, 2021. Net proceeds to the Company from the offering of 2,875,000 shares, before expenses, will be

$349,025,000.


The Company and the Operating Partnership made certain customary
representations, warranties and covenants in the Underwriting Agreement and also
agreed to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. A copy of the
Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on
Form 8-K
and incorporated herein by reference.
The Company will use net proceeds of this offering to repay amounts outstanding
under its revolving credit facility, fund acquisitions, and/or for general
corporate purposes.

Item 9.01. Financial Statements and Exhibits.





  (d) The following exhibits are filed herewith:



Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated as of September 13, 2021, by and among
            Life Storage, Inc., Life Storage Holdings, Inc., Life Storage LP,
            Citigroup Global Markets Inc. and Wells Fargo Securities, LLC

 5.1          Opinion of Phillips Lytle LLP as to the legality of the shares sold.


 5.2          Opinion of Venable LLP as to all matters of Maryland law.

23.1          Consent of Phillips Lytle LLP (contained in the opinions filed as
            Exhibit 5.1 hereto).

23.2          Consent of Venable LLP (contained in the opinion filed as Exhibit
            5.2 hereto).

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

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