Item 1.01 Entry into a Material Definitive Agreement.



As previously disclosed, 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") with Extra Space Storage Inc., a Maryland corporation
("Extra Space"), Extra Space 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 ("Extra Space Merger Sub"), Eros OP Merger Sub,
LLC, a Delaware limited liability company and a wholly owned subsidiary of Extra
Space OP ("Extra Space OP Merger Sub" and, together with Extra Space, Extra
Space OP and Extra Space Merger Sub, the "Extra Space Parties"). The Merger
Agreement provides for, subject to the terms and conditions thereof, the
combination of Life Storage and Extra Space through a series of transactions
including, among others, (i) a merger of Extra Space Merger Sub with and into
Life Storage, with Life Storage continuing as the surviving entity and a wholly
owned subsidiary of Extra Space (the "Company Merger") and (ii) a merger of
Extra Space OP Merger Sub with and into Life Storage OP, with Life Storage OP
continuing as the surviving entity and a wholly owned indirect subsidiary of
Extra Space OP (the "Partnership Merger" and, together with the Company Merger,
the "Mergers"). The Merger Agreement is filed as Exhibit 2.1 to Life Storage's
Form
8-K
filed on April 3, 2023.

On May 18, 2023, the Life Storage Parties and the Extra Space Parties entered
into an Amendment to Agreement and Plan of Merger (the "Merger Agreement
Amendment") in accordance with Sections 2.5 and 9.5 of the Merger Agreement, to,
among other matters, (i) remove the right of Minority Limited Partners (as
defined in the Merger Agreement) to elect to receive shares of Extra Space
common stock in lieu of common limited partnership interests of Extra Space OP
in the Partnership Merger, (ii) remove the right of holders of 4.5% Series A
preferred limited partnership units of Life Storage OP ("Life Storage OP
preferred units") to elect to convert their respective Life Storage OP preferred
units to common limited partnership interests in Life Storage OP prior to the
Partnership Merger effective time or receive a cash payment equal to the
liquidation preference upon the consummation of the Partnership Merger, and
(iii) replace the
top-up
cash payment to be paid to certain holders of Life Storage restricted common
stock with
top-up
grants of Life Storage performance stock units. With regard to the amendment
described in clause (i), Minority Limited Partners will continue to have the
right under the limited partnership agreement of Life Storage OP to elect to
redeem their common limited partnership interests prior to the Partnership
Merger in exchange for cash or common stock of Life Storage. With respect to the
amendment described in clause (ii), all holders of Life Storage OP preferred
units have elected to convert their preferred units to common units pursuant to
the terms of the preferred units, so the election right described in clause
(ii) is no longer necessary. With regard to the amendment described in clause
(iii), such holders of Life Storage restricted stock will be entitled to receive
a
top-up
grant of Life Storage performance stock units which represents the right to
receive a number of shares of Life Storage common stock with a fair market value
substantially equivalent to the
top-up
cash payment that they otherwise would have been entitled to receive pursuant to
the Merger Agreement.

The foregoing summary of the Merger Agreement Amendment does not purport to be a complete description and is qualified in its entirety by the full text of the Merger Agreement Amendment, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit
Number                                    Description

2.1            Amendment to Agreement and Plan of Merger, dated as of May 18, 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.

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

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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 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.

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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 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.

Participants in the Solicitation

Life Storage and Extra Space 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 Life Storage is available in the Life Storage proxy statement for its 2023 Annual Meeting, which was filed with the SEC on April 13, 2023. Information about directors and executive officers of Extra Space is available in the Extra Space proxy statement for its 2023 Annual Meeting, which was filed with the SEC on April 4, 2023. 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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