Item 1.01 Entry into a Material Definitive Agreement.
On September 22, 2020, National Storage Affiliates Trust, a Maryland real estate
investment trust (the "Company") entered into (a) forward sale agreements (the
"Forward Sale Agreements") with each of Morgan Stanley & Co. LLC and Citibank,
N.A. (collectively, the "Forward Purchasers"), and (b) together with NSA OP, LP,
a Delaware limited partnership, an underwriting agreement (the "Underwriting
Agreement") with Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as
underwriters, (the "Underwriters"), the Forward Purchasers and Morgan Stanley &
Co. LLC and Citigroup Global Markets Inc. as agent for Citibank, N.A., as
forward sellers (the "Forward Sellers"), relating to the issuance and sale of an
aggregate of 4,500,000 of the Company's common shares of beneficial interest,
par value $0.01 per share (the "Shares"), at a public offering price of $33.15
per share. In addition, the Forward Sellers granted to the Underwriters a 30-day
option to purchase up to an additional 675,000 Shares at the same price. The
Shares are being offered and sold under a prospectus supplement and accompanying
prospectus filed with the U.S. Securities and Exchange Commission pursuant to a
shelf registration statement on Form S-3 (File No. 333-223654). The offering
closed on September 25, 2020.

The Forward Sellers or their affiliates, at the Company's request, borrowed from
third parties and sold an aggregate of 4,500,000 Shares to the Underwriters on
September 25, 2020 in connection with the closing of the offering. The Company
currently expects (subject to the Company's right to elect cash or net share
settlement subject to certain conditions) to issue and sell, upon physical
settlement of the Forward Sale Agreements on one or more settlement dates
specified by the Company prior to March 22, 2021, an aggregate of 4,500,000
Shares, to the Forward Purchasers at an initial forward sale price of $32.832
per share, subject to certain adjustments to such initial forward sale price as
provided in the Forward Sale Agreements.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Copies of each of the Forward Sale Agreements are attached as Exhibit 1.2 and
Exhibit 1.3 to this Current Report on Form 8-K and are incorporated herein by
reference.

Item 9.01.     Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number Description


       1.1                 Underwriting Agreement, dated September 22, 

2020, among National Storage

Affiliates Trust, NSA OP, LP, Morgan Stanley & Co.

LLC and Citigroup Global

Markets Inc., as the underwriters, Morgan Stanley 

& Co. LLC and Citibank, N.A.,


                         as forward purchasers, and Morgan Stanley & Co.

LLC and Citigroup Global

Markets Inc. as agent for Citibank, N.A., as 

forward sellers


       1.2                 Registered Forward Confirmation, dated September 

22, 2020 by and between

National Storage Affiliates Trust and Morgan 

Stanley & Co. LLC


       1.3                 Registered Forward Confirmation, dated September 

22, 2020 by and between

National Storage Affiliates Trust and Citibank, N.A.
       5.1                 Opinion of Clifford Chance US LLP (including consent of such firm)
       8.1                 Tax Opinion of Clifford Chance US LLP (including consent of such firm)
       23.1                Consent of Clifford Chance US LLP (included in Exhibit 5.1)
       23.2                Consent of Clifford Chance US LLP (included in Exhibit 8.1)
       101               Cover Page Interactive Data File - the cover page 

XBRL tags are embedded within


                         the Inline XBRL document.
       104               The cover page from this Current Report on Form 

8-K, formatted as Inline XBRL.





                                      -1-

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses