Extra Space Storage (EXR) 10-K risk factor changes: FY2023 vs FY2022

Our operations, revenues and operating income may be adversely impacted by, for example, increases in unemployment rates, rising interest rates, changing demographics, [added: decreases in the volume of housing market transactions,] recessions, perceptions about the safety of our stores, changes in local zoning laws, consequences from climate change, public health emergencies, as well as earthquakes, hurricanes and other natural disasters, terrorist acts, civil disturbances or acts of war.

[removed: Virtually] [added: Nearly] all of our leases are on a month-to-month basis.

Our ability to acquire stores on favorable terms and successfully integrate and operate them may be constrained by the following significant [removed: risks][added: risks:]

We and our vendors rely on information technology, and any material failure, inadequacy, interruption or security [removed: failure of] [added: incident affecting] that technology could harm our [removed: business.][added: business, results of operations and financial condition.]

We rely on information technology networks and systems, including the Internet, to process, transmit and store [removed: electronic] [added: confidential] information, and to manage or support a variety of business processes, including financial transactions and records, [removed: personally identifiable] [added: intellectual property, proprietary business] information, and [added: personal information of our employees, contractors and customers, such as] tenant and lease [removed: data.][added: data (collectively, "Confidential Information").]

We [added: also] rely on [added: third-party vendors for information technology and services, including] commercially available systems, software, tools and monitoring to provide security for [added: the] processing, transmission and storage of [removed: confidential tenant and other sensitive information.][added: Confidential Information.]

Our information technology systems and those of our third-party service providers, strategic partners and other contractors or consultants are vulnerable to attack and damage or interruption from computer viruses and malware (e.g. ransomware), [added: misconfigurations, bugs or other vulnerabilities,] malicious code, natural disasters, terrorism, war, telecommunication and electrical failures, hacking, cyberattacks, phishing attacks and other social engineering schemes, employee theft or misuse, human error [removed: (e.g., social engineering, phishing),] fraud, denial or degradation of service attacks, [added: and] sophisticated nation-state and nation-state-supported [removed: actors or unauthorized access or use by persons inside our organization, or persons with access to systems inside our organization.][added: actors.]

Although we have taken steps to protect the security of our information [added: technology] systems and [removed: the data maintained in those systems,] [added: Confidential Information,] it is possible that our [added: cybersecurity risk management program and processes, including our policies,] safety and security measures will not be [added: fully implemented, complied with or] able to prevent [removed: the] [added: such] systems’ improper functioning or damage, or the improper [removed: access] [added: accessing] or disclosure of [removed: personally identifiable information] [added: Confidential Information, from] such [removed: as in the event of cyber-attacks.][added: security breaches, disruptions, and shutdowns.]

We and certain of our service providers [removed: are] [added: are,] from time to time, subject to cyberattacks and security incidents.

[removed: Any failure to maintain proper function, security and availability of our information systems could interrupt our] operations, damage our reputation, divert significant management attention and resources to remedy any damages that result, subject us to liability [added: and] claims or regulatory [removed: penalties] [added: investigations] and [added: enforcement actions, which could result in, among other things, fines and penalties, and] have a material adverse effect on our [removed: business] [added: business, financial condition] and results of operations.

[removed: Failure] [added: Actual or perceived failures] to comply with laws and regulations relating to data privacy and protection, could adversely affect our [removed: business] [added: business, results of operations,] and our financial condition.

In the United States, both federal and various state governments have adopted, or are considering, laws, guidelines or rules for the collection, distribution, [removed: use and] [added: use,] storage [added: and security] of [added: personal information, and we are or may become subject to such obligations with respect to] information collected from or about [removed: consumers] [added: our employees, contractors] or [removed: their devices.][added: customers.]

Although we work to comply with applicable laws, regulations and standards, our contractual obligations and other legal obligations, these requirements are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, [removed: and] may conflict with one another or other legal obligations with which we must [removed: comply.][added: comply, may require us to incur significant costs, implement new processes, or otherwise affect our ability to use and disclose the information we collect, which could affect our results of operations, business, and financial condition.]

[added: Any failure or perceived failure by us or our employees, representatives, contractors, consultants, collaborators, or other third parties to] comply with such requirements or adequately address privacy and security concerns, even if unfounded, could result in additional cost and liability to us, damage our reputation, and adversely affect our [removed: business] [added: business, financial condition] and results of operations.

Public health emergencies, [removed: such as pandemics including the COVID-19 pandemic,] and measures intended to prevent the spread of a public health emergency, could adversely affect our results of operations.

We face risks related to public health emergencies, such as epidemics and [removed: pandemics, including the COVID-19 pandemic, which impacted our business in 2020, and] [added: pandemics that] could materially and adversely impact our results of operations in the future.

Although the self-storage industry has historically been resilient to ordinary market downturns, the impact of [removed: the COVID-19 pandemic and other] pandemics, epidemics or public health emergencies on the U.S. and world economies generally, and on our future results in particular, could be significant and will largely depend on future developments, which are highly uncertain and cannot be predicted.

[removed: Further, the impact of climate change may increase the cost of, or make] unavailable, property insurance or other hazard insurance on terms we find acceptable or necessary to adequately protect our properties.

[added: In addition, our Operating Partnership is required to indemnify us, our affiliates and each of our respective] trustees, officers, directors, employees and agents to the fullest extent permitted by applicable law against any and all losses, claims, damages, liabilities (whether joint or several), expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Operating Partnership, provided that our Operating Partnership will not indemnify for (1) willful misconduct or a knowing violation of the law, (2) any transaction for which such person received an improper personal benefit in violation or breach of any provision of the partnership agreement, or (3) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful.

As of December 31, [removed: 2022,] [added: 2023,] we held interests in [removed: 319] [added: 474] operating stores through joint ventures.

We expect to continue our joint venture strategy by entering into [removed: more] [added: additional] joint ventures for the purpose of developing new stores and acquiring existing stores.

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $7.4] [added: $11.3] billion of outstanding indebtedness.

Additionally, we do not anticipate that our internally generated cash flow will be adequate to repay our existing indebtedness upon maturity and, therefore, we expect to repay our indebtedness through refinancings and equity [removed: and/or debt offerings.]

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $7.4] [added: $11.3] billion of debt outstanding, of which approximately [removed: $2.6] [added: $3.0] billion, or [removed: 35.3%] [added: 26.6%] was subject to variable interest rates (excluding debt with interest rate swaps).

This variable rate debt had a weighted average interest rate of approximately [removed: 5.5%] [added: 6.6%] per annum.

[removed: This, in turn, could] cause our other debt, including the notes and our revolving credit facility, to become due and payable as a result of cross-default or cross-acceleration provisions contained in the agreements governing the other debt and permit certain of our lenders to [added: foreclose on our assets, if any, that secure this debt.]

- we also could be subject to [removed: the] [added: a] U.S. federal alternative minimum income tax [removed: for taxable years prior to 2018] and possibly increased state and local taxes; and

In addition, if we fail to qualify as a REIT, we will not be required to make distributions to stockholders, and all distributions to stockholders will be subject to tax as regular corporate dividends to the extent of our current and accumulated [removed: earnings and profits.]

[added: Also, we must] make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains, and we will be subject to U.S. federal corporate income tax to the extent we distribute less than 100% of our REIT taxable income, without regard to the dividends paid deduction and including net capital gains.

We, jointly with certain corporate subsidiaries, including Extra Space Management, Inc., elected to treat each such subsidiary as a taxable REIT subsidiary [removed: (“TRS”)] of our Company for U.S. federal income tax purposes.

We face continuing risks and costs in connection with integrating the Life Storage business following our business combination with Life Storage, Inc. (“Life Storage”) in July 2023, and we may not be able to successfully realize the synergies and other benefits of the acquisition or do so within the anticipated time frame.

The acquisition of Life Storage involves the combination of two companies that previously operated as independent public companies and their respective operating partnerships.

Although we believe the combined company has benefited from the elimination of duplicative costs associated with supporting a public company platform, we have devoted, and will continue to devote, significant management attention and resources to integrating the operations of Extra Space and Life Storage.

Although much of Life Storage’s business is integrated, we may encounter costs and difficulties in the continuing integration process include the following:

- the inability to fully combine the operations of Life Storage into our business, including the integration of employees, customer records and maintaining cybersecurity protections, in a manner that permits us to achieve the cost savings anticipated to result from the transaction;

- the inability to dispose of former Life Storage assets or operations that we may desire to dispose of;

- the difficulties of operating separate brands and the costs of potentially rebranding Life Storage stores over an extended period of time;

- the complexities associated with managing the combined businesses out of different locations and integrating personnel from the two companies;

- the failure to retain key employees of either of the two companies;

- potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Life Storage business; and

- performance shortfalls as a result of the diversion of management’s attention caused by completing the Life Storage transaction and integrating the companies’ operations.

For all these reasons, it is possible that the continuing integration process could result in the distraction of our management and ongoing business or inconsistencies in our operations, services, standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of the Life Storage transaction, or could otherwise adversely affect our business and financial results.

The costs associated with the investigation, remediation and potential notification of such breaches to counter-parties and data subjects could be material.

Any failure to maintain the proper functioning, confidentiality, security and availability of our or our third-party service providers' information technology systems or our Confidential Information could interrupt our

For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act, requires certain businesses that process personal information of California residents to, among other things: provide certain disclosures to California residents regarding the business’s collection, use, and disclosure of their personal information; receive and respond to requests from California residents to access, delete, and correct their personal information, or to opt-out of certain disclosures of their personal information; and enter into specific contractual provisions with service providers that process California resident personal information on the business’s behalf.

Further, the impact of climate change may increase the cost of, or make

and/or debt offerings.

This, in turn, could

A downgrade in our credit ratings could materially adversely affect our business and financial condition and the market value of our outstanding notes.

The credit ratings assigned to the outstanding publicly-traded notes and other debt securities of the operating partnership could change based upon, among other things, our results of operations and financial condition.

These ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that any rating will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant.

Moreover, these credit ratings are not recommendations to buy, sell or hold the notes or any other securities.

If any of the credit rating agencies that have rated the outstanding notes or other debt securities of the operating partnership downgrades or lowers its credit rating, or if any credit rating agency indicates that it has placed any such rating on a so-called “watch list” for a possible downgrading or lowering or otherwise indicates that its outlook for that rating is negative, it could have a material adverse effect on our costs and availability of capital, which could in turn have a material adverse effect on our financial condition, results of operations, cash flows and our ability to satisfy our debt service obligations (including payments on the outstanding notes) and to make dividends and other distributions to our security holders and could also have the material adverse effect on the market value of the outstanding notes.

earnings and profits.

We purchase some of our information technology from vendors, on whom our systems depend.

Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information.

For example, the California Consumer Privacy Act of 2018 ("CCPA") went into effect on January 1, 2020, and creates individual privacy rights for California consumers and increases the privacy and security obligations of entities handling certain personal information.

The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that has increased the likelihood of, and risks associated with, data breach litigation.

Further, the California Privacy Rights Act ("CPRA") generally went into effect in January 2023, and significantly amends the CCPA and will impose additional data protection obligations on covered businesses, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of sensitive data.

It also creates a new California data protection agency authorized to issue substantive regulations and could result in increased privacy and information security enforcement.

Additional compliance investment and potential business process changes may be required.

Similar laws have passed in Virginia, Utah, Connecticut and Colorado, and have been proposed in other states and at the federal level, reflecting a trend toward more stringent privacy legislation in the United States.

The enactment of such laws could have potentially conflicting requirements that would make compliance challenging.

Any failure or perceived failure by us or our employees, representatives, contractors, consultants, collaborators, or other third parties to

In addition, our Operating Partnership is required to indemnify us, our affiliates and each of our respective

Changes in the method pursuant to which the London Interbank Offered Rate (“LIBOR”) is determined and the transition to other benchmarks may adversely affect our financial results.

LIBOR and certain other “benchmarks” have been the subject of continuing national, international and other regulatory guidance and proposals for reform.

In July 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR, publicly announced that it intends to phase out LIBOR, and on March 5, 2021, the FCA announced that USD LIBOR will no longer be provided by any administrator or no longer be representative immediately after December 31, 2021, in the case of one week and two month USD settings, and immediately after June 30, 2023, in the case of the remaining USD settings.

In anticipation of the planned discontinuation of LIBOR, we have converted most of our contracts from LIBOR to the Secured Overnight Financing Rate ("SOFR"), and expect to have converted all remaining contracts indexed to LIBOR to SOFR by June 30, 2023.

SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions.

The ongoing transition from LIBOR to SOFR has and may continue to impact our business, including by affecting interest on loans and amounts received and paid on derivative instruments.

These risks arise in connection with transitioning contracts to an alternative rate, including any resulting value transfer that may occur, and may vary by contract.

The value of loans, securities, or derivative instruments tied to LIBOR, as well as interest rates on our current or future indebtedness, have been and will continue to be impacted by the transition from LIBOR to SOFR or other benchmark rates.

In addition, transitioning to an alternative reference rate can be challenging, especially if we cannot agree with the respective counterparty about how to make the transition.

These risks may have a material adverse effect on our financing costs, and as a result, our financial condition, operating results and cash flows.

foreclose on our assets, if any, that secure this debt.

Also, we must

We are a fully integrated, self-administered and self-managed [removed: real estate investment trust (“REIT”),] [added: REIT,] formed to own, operate, manage, acquire, develop and redevelop self-storage properties (“stores”).

No material impairments were recorded in the year ended December 31, [removed: 2022.][added: 2023.]

Results for the year ended December 31, [removed: 2022] [added: 2023] included the operations of [removed: 1,451] [added: 2,377] stores [removed: (1,132] [added: (1,903] wholly-owned, [removed: one] [added: two] in a consolidated joint venture, and [removed: 318] [added: 472] in joint ventures accounted for using the equity method) compared to the results for the year ended December 31, [removed: 2021,] [added: 2022,] which included the operations of [removed: 1,268] [added: 1,451] stores [removed: (981] [added: (1,132] wholly-owned, [removed: four] [added: one] in a consolidated joint venture, and [removed: 283] [added: 318] in joint ventures accounted for using the equity method).

[removed: ][added: ]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | $ Change | | | | | | % Change | | |

| Management fees and other income | | | [removed: 83,904] [added: 101,986] | | | | | | [removed: 66,264] [added: 83,904] | | | | | | [removed: 17,640] [added: 18,082] | | | | | | [removed: 26.6] [added: 21.6] | | % |

We acquired 153 stores during the year ended December 31, [removed: 2022 and we acquired 74 stores during the year ended December 31, 2021.][added: 2022.]

Tenant Reinsurance—The increase in tenant reinsurance revenues was due primarily to an increase in the number of stores [removed: operated and the higher average occupancy across the portfolio.][added: operated.]

We operated [removed: 2,338] [added: 3,714] stores at December 31, [removed: 2022,] [added: 2023,] compared to [removed: 2,096] [added: 2,338] stores at December 31, [removed: 2021.][added: 2022.]

The increase for the year ended December 31, [removed: 2022] [added: 2023] was primarily due to an increase in the number of stores managed.

As of December 31, [removed: 2022,] [added: 2023,] we managed [removed: 1,206] [added: 1,811] stores for third parties and joint ventures compared to [removed: 1,115] [added: 1,206] stores as of December 31, [removed: 2021.][added: 2022.]

| Transaction [removed: related] costs | | | [removed: 1,548] | | | | | | [removed: —] | | | | | | [removed: 1,548] [added: —] | | | | | | [removed: —] [added: 1,548] | | |

| General and administrative | | | [removed: 129,251] | | | | | | [removed: 102,194] | | | | | | [removed: 27,057] [added: 146,408] | | | | | | [removed: 26.5] [added: 129,251] | | [removed: %] |

| Depreciation and amortization | | | [removed: 288,316 | | | | | | 241,879] [added: 506,053] | | | | | | [removed: 46,437] [added: 288,316] | | | | | | [removed: 19.2] [added: 241,879] | | [removed: %] |

[removed: Property Operations—The increase in] [added: Additionally,] property operations expense [removed: consists primarily of an increase of $32,242] [added: increased $22,097] at stabilized stores due to increased [removed: payroll,] [added: marketing expense,] credit card processing [removed: fees, utilities, property taxes] [added: fees] and insurance.

We acquired 153 stores during the year ended December 31, [removed: 2022 and acquired 74 stores during the year ended December 31, 2021.][added: 2022.]

The increase in tenant reinsurance expense for the year ended December 31, [removed: 2022] [added: 2023] was due primarily to the increase in total number of stores operated compared to the prior [removed: year and major storm events that occurred causing an increase in claim payouts.][added: year.]

Transaction [removed: Related] Costs—This represents the costs that were incurred as part of the acquisition of [removed: Bargold Storage Systems, LLC ("Bargold").][added: Bargold.]

Our overall expense has increased [removed: due to] [added: primarily as a result of our increased size through] acquisitions, business combinations and growth through our joint venture partners and managed portfolio.

Depreciation and Amortization—Depreciation and amortization expense increased [added: primarily] as a result of the acquisition of new stores.

We acquired 153 stores during the year ended December 31, [removed: 2022, and acquired 74 stores during the year ended December 31, 2021.][added: 2022.]

| Gain on real estate transactions | | | [removed: $] | [removed: 14,249] | | [removed: | | | $] [added: —] | [removed: 140,760] | | | | | [removed: $] [added: (14,249)] | [removed: (126,511)] | | | | | [removed: (89.9)] [added: (140,760)] | | [removed: %] |

| Interest expense | | | [removed: (219,171)] | | | | | | [removed: (166,183)] | | | | | | [removed: (52,988)] [added: 419,035] | | | | | | [removed: 31.9] [added: 219,171] | | [removed: %] |

| Equity in earnings and dividend income from unconsolidated real estate entities | | | [removed: 41,428] | | | | | | [removed: 32,358] | | | | | | [removed: 9,070] [added: (54,835)] | | | | | | [removed: 28.0] [added: (41,428)] | | [removed: %] |

| [removed: Equity in earnings of unconsolidated real estate ventures -] [added: Unconsolidated joint venture] gain on sale of real estate assets [removed: | | | —] [added: and purchase of partner's interest] | | | | | | [removed: 6,251] [added: —] | | | | | | [removed: (6,251)] [added: —] | | | | | | [removed: 100.0] [added: (6,251)] | | [removed: %] |

| Income tax expense | | | [removed: (20,925)] [added: (21,559)] | | | | | | [removed: (20,324)] [added: (20,925)] | | | | | | [removed: (601)] [added: (634)] | | | | | | 3.0 | | % |

| Total other expense, net | | | $ | [removed: (114,997)] [added: (319,688)] | | | | | $ | [removed: 42,565] [added: (114,997)] | | | | | $ | [removed: (157,562)] [added: (204,691)] | | | | | [removed: (370.2)] [added: 178.0] | | % |

Gain on Real Estate Transactions — During the year [removed: ended] [added: ended,] December 31, [removed: 2022] [added: 2022,] we sold two stores.

Interest Expense—The increase in interest expense during the year ended December 31, [removed: 2022] [added: 2023] was the result of higher overall debt and a higher average interest rate when compared to the same period in the prior year.

Information on the total face value of debt and the average interest rate for the years ended December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021] [added: 2022] is set forth in the following table:

| | | | [removed: 2022] | | | [removed: | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2023] | | | | | | [added: 2022] | | | | | | [added: 2021] | | |

| Total face value of debt | | | $ | [removed: 7,364,424] [added: 11,346,105] | | | | | $ | [removed: 5,984,113] [added: 7,364,424] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Average interest rate | | | [removed: 4.1] [added: 4.6] | | % | | | | [removed: 2.6] [added: 4.1] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The total principal balance of bridge loans receivable as of December 31, [removed: 2022] [added: 2023] was [removed: $491,879,] [added: $594,727,] compared to [removed: $279,042] [added: $491,879] as of December 31, [removed: 2021.][added: 2022.]

The increase in interest income during the year ended December 31, [removed: 2022] [added: 2023] was primarily the result of the higher bridge loan balances along with higher interest rates.

We added a total of [removed: 37] [added: 154] stores to new and existing joint ventures [removed: for] [added: (145 stores from] the [added: Life Storage Merger) during the] year ended December 31, [removed: 2022] [added: 2023] resulting in higher earnings when compared to the prior year.

Dividend income represents dividends from our [removed: $200,000] investment in preferred stock of [removed: SmartStop.][added: SmartStop Self Storage REIT, Inc. and Strategic Storage Trust VI, Inc.]

Income Tax Expense—For the year ended December 31, [removed: 2022,] [added: 2023,] the increase in income tax expense was the result of an increase in income earned by our TRS when compared to the same period in the prior year.

Comparison of the Year Ended December 31, [removed: 2021] [added: 2023] to the Year Ended December 31, [removed: 2020][added: 2022]

The results of operations for the years ended December 31, [removed: 2021] [added: 2022] compared to December 31, [removed: 2020] [added: 2021] was included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] on page 21, under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the SEC on February 28, 2022.

| Property rental | | | $ | 2,222,578 | | | | | $ | 1,654,735 | | | | | $ | 567,843 | | | | | 34.3 | | % |

| Tenant reinsurance | | | 235,680 | | | | | | 185,531 | | | | | | 50,149 | | | | | | 27.0 | | % |

| Total revenues | | | $ | 2,560,244 | | | | | $ | 1,924,170 | | | | | $ | 636,074 | | | | | 33.1 | | % |

Property Rental—The increase in property rental revenues for the year ended December 31, 2023 was primarily the result of an increase of $507,054 associated with our merger with Life Storage on July 20, 2023, (the "Life Storage Merger" or "Merger") and other acquisitions completed in 2023.

We acquired 757 wholly-owned stores in the Merger and an additional 14 stores during the year ended December 31, 2023.

In addition to the increase attributable to the Merger, property rental revenues increased by $46,712 due to operating results at our stabilized stores and increased by $7,523 as a result of increases in occupancy at our lease-up stores.

| Property operations | | | $ | 612,036 | | | | | $ | 435,342 | | | | | $ | 176,694 | | | | | 40.6 | | % |

| Tenant reinsurance | | | 58,874 | | | | | | 33,560 | | | | | | 25,314 | | | | | | 75.4 | | % |

| Life Storage Merger transition costs | | | 66,732 | | | | | | — | | | | | | 66,732 | | | | | | — | | % |

| Depreciation and amortization | | | 506,053 | | | | | | 288,316 | | | | | | 217,737 | | | | | | 75.5 | | % |

| Total expenses | | | $ | 1,390,103 | | | | | $ | 888,017 | | | | | $ | 502,086 | | | | | 56.5 | | % |

Property Operations—The increase in property operations expense consists primarily of an increase of $153,712 associated with the Life Storage Merger and other acquisitions completed in 2023.

We acquired 757 wholly-owned stores in the merger and an additional 14 stores during the year ended December 31, 2023.

We operated 3,714 stores at December 31, 2023, compared to 2,338 stores at December 31, 2022.

Life Storage Merger Transition Costs— Represents the costs that were incurred as part of the Life Storage Merger primarily consisting of severance paid as part of employment agreements with certain employees and officers of Life Storage.

We acquired 757 wholly-owned stores in the Life Storage Merger and an additional 14 wholly-owned stores during the year ended December 31, 2023.

| | | | 2023 | | | | | | 2022 | | | | | | $ Change | | | | | | % Change | | |

| Interest expense | | | (419,035) | | | | | | (219,171) | | | | | | (199,864) | | | | | | 91.2 | | % |

| Non-cash interest expense related to amortization of discount on Life Storage unsecured senior notes | | | (18,786) | | | | | | — | | | | | | (18,786) | | | | | | 100.0 | | % |

| Interest income | | | 84,857 | | | | | | 69,422 | | | | | | 15,435 | | | | | | 22.2 | | % |

| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Non-cash Interest Expense Related to Amortization of Discount on Life Storage Unsecured Senior Notes—Represents the amortization of the discount recorded to present the fair value of the Life Storage unsecured senior notes assumed as part of the Life Storage Merger.

Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022

| | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | 2022 | | | | | | Change | | |

| Same-store rental revenues | | | | | | | | | | | | | | | | | | | | | $ | 1,562,286 | | | | | $ | 1,515,365 | | | | | 3.1% | | |

| Same-store operating expenses | | | | | | | | | | | | | | | | | | | | | $ | 376,166 | | | | | $ | 361,570 | | | | | 4.0% | | |

| Same-store net operating income | | | | | | | | | | | | | | | | | | | | | $ | 1,186,120 | | | | | $ | 1,153,795 | | | | | 2.8% | | |

| | | | | | | | | | | | | | | | 2023 | | | | | | 2022 | | |

| Non-cash interest expense related to amortization of discount on Life Storage unsecured senior notes | | | | | | | | | | | | | | | 18,786 | | | | | | — | | |

| Life Storage Merger transition costs | | | | | | | | | | | | | | | 66,732 | | | | | | — | | |

| Non same-store rental revenue | | | | | | | | | | | | | | | (660,292) | | | | | | (139,370) | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Life Storage Merger, net of cash acquired | | | (1,182,411) | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | |

purchases, privately negotiated transactions or otherwise.

| Property rental | | | $ | 1,654,735 | | | | | $ | 1,340,990 | | | | | $ | 313,745 | | | | | 23.4 | | % |

| Tenant reinsurance | | | 185,531 | | | | | | 170,108 | | | | | | 15,423 | | | | | | 9.1 | | % |

| Total revenues | | | $ | 1,924,170 | | | | | $ | 1,577,362 | | | | | $ | 346,808 | | | | | 22.0 | | % |

Property Rental—The increase in property rental revenues for the year ended December 31, 2022 was primarily the result of an increase of $220,629 at our stabilized stores related to high occupancy and increased rents to existing customers.

Property rental revenue also increased by $100,601 associated with acquisitions completed in 2022 and 2021.

Property rental revenue also increased by $5,431 during the year ended December 31, 2022 as a result of increases in occupancy at our lease-up stores.

These increases were offset by approximately $15,460 related to the sale of 16 stores into a new joint venture and 16 stores to a third party during 2021.

| Property operations | | | $ | 435,342 | | | | | $ | 368,608 | | | | | $ | 66,734 | | | | | 18.1 | | % |

| Tenant reinsurance | | | 33,560 | | | | | | 29,488 | | | | | | 4,072 | | | | | | 13.8 | | % |

| Total expenses | | | $ | 888,017 | | | | | $ | 742,169 | | | | | $ | 145,848 | | | | | 19.7 | | % |

The increase was also attributed to $34,547 related to acquisitions completed in 2022 and 2021.

The increase was partially offset by a decrease in expense of $6,934 related to property sales.

Tenant reinsurance expense included a $3,000 charge for tenant reinsurance claims related to damages incurred from Hurricane Ian.

During 2021, we experienced higher than average turnover and extended times to fill.

We experienced wage pressure which led to increases in wages of approximately 10% nationwide.

During 2022, we continued to see these trends but to a lesser extent and as such we do not expect these trends to continue in 2023.

| Interest income | | | 69,422 | | | | | | 49,703 | | | | | | 19,719 | | | | | | 39.7 | | % |

During the first quarter of 2021, we sold 16 stores to a newly established unconsolidated joint venture for a total sales price of $168,885 resulting in a gain of $63,477.

Additionally, we sold 16 stores during the fourth quarter of 2021 to a third party for a total sales price of $204,500 resulting in a gain of $73,854.

Equity in Earnings of Unconsolidated Real Estate Ventures—Gain on Sale of Real Estate Assets and Purchase of Joint Venture Partner's Interest—In June 2021, we sold our interest in two unconsolidated single store joint ventures to our joint ventures partner.

We received proceeds of $1,888 in cash and recorded a gain of $525.

Also, as of June 2021, the WICNN JV LLC and GFN JV LLC joint ventures sold all 17 of the stores owned by the joint ventures to a third party.

Subsequent to the sales, these joint ventures were dissolved.

As a result of these transactions, we recorded a gain of $5,739.

| Unconsolidated joint venture gain on sale of real estate assets and purchase of partner's interest | | | | | | — | | | | | | (6,251) | | | | | | — | | |

| Same-store rental revenues | | | | | | | | | | | | | | | | | | | | | $ | 1,443,327 | | | | | $ | 1,229,688 | | | | | 17.4% | | |

| Same-store operating expenses | | | | | | | | | | | | | | | | | | | | | $ | 339,195 | | | | | $ | 311,718 | | | | | 8.8% | | |

| Same-store net operating income | | | | | | | | | | | | | | | | | | | | | $ | 1,104,132 | | | | | $ | 917,970 | | | | | 20.3% | | |

due to higher average rates to existing customers and higher other operating income partially offset by lower occupancy.

due to increases in payroll, credit card processing fees, utilities, property taxes and insurance.

The same-store expense growth

| | | | | | | | | | | | | | | | 2022 | | | | | | 2021 | | |

| Equity in earnings of unconsolidated real estate ventures - gain on sale of real estate assets | | | | | | | | | | | | | | | — | | | | | | (6,251) | | |

| Interest expense | | | | | | | | | | | | | | | 219,171 | | | | | | 166,183 | | |

| Non same-store rental revenue | | | | | | | | | | | | | | | (211,408) | | | | | | (111,302) | | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Depreciation and amortization | | | $ | 288,316 | | | | | $ | 241,879 | | | | | $ | 224,444 | |

| Investment in debt securities | | | $ | — | | | | | $ | — | | | | | $ | (300,000) | |

conditions, our liquidity requirements, contractual restrictions and other factors.

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $7,364,424] [added: $11,346,105] in total face value debt, of which approximately [removed: $2,602,228] [added: $3,023,152] was subject to variable interest rates (excluding debt with interest rate swaps).

If benchmark index rates were to increase or decrease by 100 basis points, the increase or decrease in interest expense on the variable rate debt would increase or decrease future earnings and cash flows by approximately [removed: $26,022] [added: $30,232] annually.

As of December 31, [removed: 2022,] [added: 2023,] we owned and/or operated [removed: 2,338] [added: 3,714] stores in [removed: 41] [added: 42] states, and Washington, D.C., comprising approximately [removed: 176.1] [added: 283] million square feet of net rentable space in approximately [removed: 1.6] [added: 2.6] million units.

As of December 31, [removed: 2022,] [added: 2023,] we managed [removed: 887] [added: 1,337] stores for third party owners.

In addition, [removed: we see] our management business [removed: as] [added: is] a potential future acquisition pipeline.

We generally originate mortgage loans and mezzanine loans, with the intent to sell [removed: many] [added: a portion] of the mortgage loans to third parties, while retaining our interests in the mezzanine loans.

As of December 31, [removed: 2022,] [added: 2023,] the total [removed: principal] balance of bridge loans receivable was [removed: $491.9] [added: $594.7] million.

We also redevelop properties to [removed: reduce] [added: extend] their [removed: effective] useful [removed: age,] [added: life,] increase visual appeal, enhance security and to improve brand consistency across the portfolio.

As a REIT, we are required to distribute at least [removed: 90%of] [added: 90% of] our REIT taxable income to our stockholders.

As of December 31, [removed: 2022,] [added: 2023,] our Credit Lines had available capacity of [removed: $1.4] [added: $2.1] billion, of which [removed: $445.0] [added: $1,458] million was undrawn.

As of December 31, [removed: 2022,] [added: 2023,] we had $1.3 billion of secured notes payable and [removed: $5.1] [added: $9.4] billion of unsecured notes payable outstanding.

During the year ended December 31, [removed: 2022,] [added: 2023,] we didn't issue or sell any shares of common stock.

Joint Ventures - As of December 31, [removed: 2022,] [added: 2023,] we owned [removed: 319] [added: 474] of our stores through [added: unconsolidated] joint ventures with third parties.

We are the [removed: second] largest self-storage operator in the United States.

Our [removed: four] [added: three] primary competitors who are public self-storage REITs are CubeSmart, [removed: Life Storage,] National Storage Affiliates and Public Storage.

Our research has shown that tenants choose a store based primarily on [added: price and] the convenience of the site to their home or business, making high-density, high-traffic population centers ideal locations for stores.

A store’s visibility on the internet, [removed: price,] perceived security, cleanliness, and the general professionalism of the store managers and staff are also contributing factors to a store’s ability to successfully secure rentals.

According to the Self-Storage Almanac (the “Almanac”), the national average physical occupancy rate was [removed: 90.2%] [added: 92.8%] of net rentable square feet in [removed: 2015,] [added: 2017,] compared to an average physical occupancy rate of [removed: 93.4%] [added: 91.6%] in [removed: 2022.][added: 2023.]

Our average occupancy for wholly-owned stores for [removed: 2022] [added: 2023] was [removed: 93.3%.][added: 92.0%.]

According to the Almanac, as of the end of [removed: 2022,] [added: 2023,] the top ten self-storage companies in the United States operated approximately [removed: 24.2%] [added: 26.1%] of the total U.S. stores, and the top 50 self-storage

companies operated approximately [removed: 31.9%] [added: 32.9%] of the total U.S. stores.

Our collection and processing of personal information may be subject to various data privacy and security laws, which govern the collection, use, disclosure of personal information and are constantly evolving, may conflict with each other to complicate compliance efforts and can [removed: results] [added: result] in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: 4,781] [added: 7,618] employees and believe our relationship with our employees is good.

[removed: We] [added: In 2023, we invited our employees to participate in an employee satisfaction survey and] achieved an overall satisfaction score of 79% with over [removed: 91%] [added: 95%] of our employees participating in our survey.

Over [removed: 58%] [added: 56%] of our employees who are enrolled in our health plan participate in these [removed: programs.][added: programs, which are designed to improve employees' overall health.]

We offer individualized counseling to our employees to assist them with their journey towards better [removed: health.][added: health and financial wellness.]

In [removed: 2022,] [added: 2023,] we invested in training and development for our employees, which included leadership training, communication training, individual [removed: learning] [added: development] plans, site manager training and mentorship programs.

Our field employees received an average of [removed: eight] [added: 22] hours of training and each new hire received an average of 82 hours of training in [removed: 2022.][added: 2023.]

During [removed: 2022,] [added: 2023,] we expanded participation in our employee resource groups that provide our employees a space to build community by celebrating their culture, providing mentoring opportunities and developing educational content for Extra Space.

Our employee population is approximately [removed: 47%] [added: 49%] female and approximately 44% have self-identified as people of color: Black or African American [removed: (16%),] [added: (18%),] Hispanic or Latino [removed: (20%),] [added: (18%),] Asian (2.4%), of two or more races (4.2%), Native American [removed: (0.6%),] [added: (0.7%),] and Pacific Islander (0.5%).

For the year ended December 31, 2023, we did not sell any stores.

The self-storage industry is a mature industry with average occupancies that are typically at or above 90%.

We also provide employees access to a network of childcare and elder care providers.

In order to attract and retain diverse top talent, we believe strongly that development is a continuous journey throughout the employee's career.

We provide formal development programs which are available to employees who are ready for an intense structured experience.

Newsweek recently recognized us as one of America's Greatest Workplaces for Diversity 2024.

The self-storage industry is a mature industry that has seen the average occupancy continue to increase.

In 2022, we invited our employees to participate in an employee satisfaction survey.

In order to attract and retain diverse top talent, we offer training and development opportunities for our employees.

Additionally, we provide our employees with an education assistance program through Western Governors University that allows our employees a path to an undergraduate degree in business or information technology through scholarships and other assistance.

We also launched a formal internship program with Project Destined to support a more diverse talent pipeline into real estate professions.

Utah Business Magazine recently recognized us as one of the top 100 Companies Championing Women.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the common stock held by non-affiliates of the registrant was [removed: $22,430,933,071] [added: $19,343,600,223] based upon the closing price on the New York Stock Exchange on June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter.

The number of shares outstanding of the registrant’s common stock, $0.01 par value per share, as of February 22, [removed: 2023] [added: 2024] was [removed: 134,985,035.][added: 211,574,552.]

Portions of the registrant’s definitive proxy statement to be issued in connection with the registrant’s annual stockholders’ meeting to be held in [removed: 2023] [added: 2024] are incorporated by reference into Part III of this Annual Report on Form 10-K.

For the Year Ended December 31, [removed: 2022][added: 2023]

| Item 1. | | | [removed: [Business](#if016487132c3488eb3d30b733b9efa11_16)] [added: [Business](#ic13730b7781540aeb1f629a509524b96_16)] | | | [removed: [4](#if016487132c3488eb3d30b733b9efa11_16)] [added: [5](#ic13730b7781540aeb1f629a509524b96_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#if016487132c3488eb3d30b733b9efa11_19)] [added: Factors](#ic13730b7781540aeb1f629a509524b96_19)] | | | [removed: [8](#if016487132c3488eb3d30b733b9efa11_19)] [added: [9](#ic13730b7781540aeb1f629a509524b96_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#if016487132c3488eb3d30b733b9efa11_22)] [added: Comments](#ic13730b7781540aeb1f629a509524b96_22)] | | | [removed: [16](#if016487132c3488eb3d30b733b9efa11_22)] [added: [17](#ic13730b7781540aeb1f629a509524b96_22)] | | |

| Item 2. | | | [removed: [Properties](#if016487132c3488eb3d30b733b9efa11_25)] [added: [Properties](#ic13730b7781540aeb1f629a509524b96_25)] | | | [removed: [16](#if016487132c3488eb3d30b733b9efa11_25)] [added: [19](#ic13730b7781540aeb1f629a509524b96_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#if016487132c3488eb3d30b733b9efa11_28)] [added: Proceedings](#ic13730b7781540aeb1f629a509524b96_28)] | | | [removed: [17](#if016487132c3488eb3d30b733b9efa11_28)] [added: [20](#ic13730b7781540aeb1f629a509524b96_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#if016487132c3488eb3d30b733b9efa11_31)] [added: Disclosures](#ic13730b7781540aeb1f629a509524b96_31)] | | | [removed: [17](#if016487132c3488eb3d30b733b9efa11_31)] [added: [20](#ic13730b7781540aeb1f629a509524b96_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if016487132c3488eb3d30b733b9efa11_37)] [added: Securities](#ic13730b7781540aeb1f629a509524b96_37)] | | | [removed: [17](#if016487132c3488eb3d30b733b9efa11_37)] [added: [20](#ic13730b7781540aeb1f629a509524b96_37)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#if016487132c3488eb3d30b733b9efa11_40)] [added: Data](#ic13730b7781540aeb1f629a509524b96_40)] | | | [removed: [17](#if016487132c3488eb3d30b733b9efa11_40)] [added: [20](#ic13730b7781540aeb1f629a509524b96_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if016487132c3488eb3d30b733b9efa11_43)] [added: Operations](#ic13730b7781540aeb1f629a509524b96_43)] | | | [removed: [18](#if016487132c3488eb3d30b733b9efa11_43)] [added: [21](#ic13730b7781540aeb1f629a509524b96_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if016487132c3488eb3d30b733b9efa11_73)] [added: Risk](#ic13730b7781540aeb1f629a509524b96_73)] | | | [removed: [28](#if016487132c3488eb3d30b733b9efa11_73)] [added: [31](#ic13730b7781540aeb1f629a509524b96_73)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#if016487132c3488eb3d30b733b9efa11_76)] [added: Data](#ic13730b7781540aeb1f629a509524b96_76)] | | | [removed: [29](#if016487132c3488eb3d30b733b9efa11_76)] [added: [32](#ic13730b7781540aeb1f629a509524b96_76)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if016487132c3488eb3d30b733b9efa11_169)] [added: Disclosure](#ic13730b7781540aeb1f629a509524b96_169)] | | | [removed: [75](#if016487132c3488eb3d30b733b9efa11_169)] [added: [76](#ic13730b7781540aeb1f629a509524b96_169)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#if016487132c3488eb3d30b733b9efa11_172)] [added: Procedures](#ic13730b7781540aeb1f629a509524b96_172)] | | | [removed: [75](#if016487132c3488eb3d30b733b9efa11_172)] [added: [76](#ic13730b7781540aeb1f629a509524b96_172)] | | |

| Item 9B. | | | [Other [removed: Information](#if016487132c3488eb3d30b733b9efa11_175)] [added: Information](#ic13730b7781540aeb1f629a509524b96_175)] | | | [removed: [76](#if016487132c3488eb3d30b733b9efa11_175)] [added: [77](#ic13730b7781540aeb1f629a509524b96_175)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#if016487132c3488eb3d30b733b9efa11_178)] [added: Inspections](#ic13730b7781540aeb1f629a509524b96_178)] | | | [removed: [76](#if016487132c3488eb3d30b733b9efa11_178)] [added: [77](#ic13730b7781540aeb1f629a509524b96_178)] | | |

| [PART [removed: III](#if016487132c3488eb3d30b733b9efa11_181)] [added: III](#ic13730b7781540aeb1f629a509524b96_181)] | | | | | | [removed: [78](#if016487132c3488eb3d30b733b9efa11_181)] [added: [78](#ic13730b7781540aeb1f629a509524b96_181)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#if016487132c3488eb3d30b733b9efa11_184)] [added: Governance](#ic13730b7781540aeb1f629a509524b96_184)] | | | [removed: [78](#if016487132c3488eb3d30b733b9efa11_184)] [added: [78](#ic13730b7781540aeb1f629a509524b96_184)] | | |

| Item 11. | | | [Executive [removed: Compensation](#if016487132c3488eb3d30b733b9efa11_187)] [added: Compensation](#ic13730b7781540aeb1f629a509524b96_187)] | | | [removed: [78](#if016487132c3488eb3d30b733b9efa11_187)] [added: [78](#ic13730b7781540aeb1f629a509524b96_187)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if016487132c3488eb3d30b733b9efa11_190)] [added: Matters](#ic13730b7781540aeb1f629a509524b96_190)] | | | [removed: [78](#if016487132c3488eb3d30b733b9efa11_190)] [added: [78](#ic13730b7781540aeb1f629a509524b96_190)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if016487132c3488eb3d30b733b9efa11_193)] [added: Independence](#ic13730b7781540aeb1f629a509524b96_193)] | | | [removed: [78](#if016487132c3488eb3d30b733b9efa11_193)] [added: [78](#ic13730b7781540aeb1f629a509524b96_193)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#if016487132c3488eb3d30b733b9efa11_196)] [added: Services](#ic13730b7781540aeb1f629a509524b96_196)] | | | [removed: [78](#if016487132c3488eb3d30b733b9efa11_196)] [added: [78](#ic13730b7781540aeb1f629a509524b96_196)] | | |

| [PART [removed: IV](#if016487132c3488eb3d30b733b9efa11_199)] [added: IV](#ic13730b7781540aeb1f629a509524b96_199)] | | | | | | [removed: [79](#if016487132c3488eb3d30b733b9efa11_199)] [added: [79](#ic13730b7781540aeb1f629a509524b96_199)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#if016487132c3488eb3d30b733b9efa11_202)] [added: Schedules](#ic13730b7781540aeb1f629a509524b96_202)] | | | [removed: [79](#if016487132c3488eb3d30b733b9efa11_202)] [added: [79](#ic13730b7781540aeb1f629a509524b96_202)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#if016487132c3488eb3d30b733b9efa11_205)] [added: Summary](#ic13730b7781540aeb1f629a509524b96_205)] | | | [removed: [79](#if016487132c3488eb3d30b733b9efa11_202)] [added: [79](#ic13730b7781540aeb1f629a509524b96_202)] | | |

| [removed: [SIGNATURES](#if016487132c3488eb3d30b733b9efa11_208)] [added: [SIGNATURES](#ic13730b7781540aeb1f629a509524b96_208)] | | | | | | [removed: [82](#if016487132c3488eb3d30b733b9efa11_208)] [added: [83](#ic13730b7781540aeb1f629a509524b96_208)] | | |

*•impacts from any outbreak of highly infectious or contagious [removed: diseases such as COVID-19,] [added: diseases,] including reduced demand for self-storage space and ancillary [removed: products,] [added: products] and [added: services such as tenant reinsurance, and] potential decreases in occupancy and rental rates and staffing levels, which could adversely affect our results; and*

[removed: If a change occurs,] [added: *occurs,] our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements.

| | | | | | | Page | | |

| [PART I](#ic13730b7781540aeb1f629a509524b96_13) | | | | | | [5](#ic13730b7781540aeb1f629a509524b96_13) | | |

| Item 1C. | | | [Cybersecurity](#ic13730b7781540aeb1f629a509524b96_1995) | | | [17](#ic13730b7781540aeb1f629a509524b96_22) | | |

| [PART II](#ic13730b7781540aeb1f629a509524b96_34) | | | | | | [20](#ic13730b7781540aeb1f629a509524b96_34) | | |

*•the risk that Life Storage, Inc.’s (“Life Storage”) business will not be fully integrated successfully or that such integration may be more difficult, time-consuming or costly than expected, including our ability to retain and hire key personnel;*

*•the uncertainty of expected future financial performance and results of the combined company following completion of the Life Storage merger;*

*•our ability to recover losses under our insurance policies;*

*•changes in global financial markets and increased interest rates;*

*•availability of financing and capital, the levels of debt that we maintain and our credit ratings;*

*•risks associated with acquisitions, dispositions and development of properties, including increased development costs due to additional regulatory requirements related to climate change and other factors;*

If a change*

| [PART I](#if016487132c3488eb3d30b733b9efa11_13) | | | | | | [4](#if016487132c3488eb3d30b733b9efa11_13) | | |

| [PART II](#if016487132c3488eb3d30b733b9efa11_34) | | | | | | [17](#if016487132c3488eb3d30b733b9efa11_34) | | |

*•increased interest rates;*

The Company has a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information, which includes a cybersecurity Incident Response Plan ("IRP").

Our

cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Cybersecurity Risk Identification and Management

We design and assess our program based on the Center for Internet Security Critical Security Controls Version 8 (CIS V8).

This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the CIS V8 controls as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program includes:

- third party risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;

- a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

- the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls;

- end-user testing to assess the effectiveness of our security measures;

- cybersecurity awareness training of our employees, incident response personnel, and senior management, including mandatory computer-based training, phishing awareness campaigns, and internal communications;

- a cybersecurity IRP that includes procedures designed for identifying, analyzing, containing, remedying and otherwise responding to cybersecurity incidents;

- testing of our incident response readiness through Disaster Recovery and Business Continuity Plan exercises; and

- a third-party risk management process for service providers, suppliers, and vendors who have access to our critical systems and information.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

For more information, see the section titled "Risk Factor-Risks Related to Our Stores and Operations-We and our vendors rely on information technology, and any material failure, inadequacy, interruption or security incident affecting that technology could harm our business, results of operations and financial condition."

Our management team, including our Senior Vice President of Information Systems and Vice President of Information Security and Compliance, is responsible for assessing and managing our material risks from cybersecurity threats.

The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.

Our management team overseeing cybersecurity has over 25+ years of technology and cybersecurity experience and certain of our team hold various cybersecurity certifications, including the Certified Information Systems Security Professional (CISSP) certification.

Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

The Company is able to identify cybersecurity breaches through various channels, including but not limited to automated event detection alerts, reports from employees, notifications from external entities such as third-party IT service providers, and proactive threat investigations in collaboration with our external partners.

Upon spotting a potential cybersecurity breach, including those involving third-party cyber events, the Company’s designated incident response team outlined in the IRP adheres to the policy's protocols to investigate the suspected incident.

This investigation entails determining the nature of the event (e.g., ransomware attack or breach of personal data), evaluating the severity of the incident, and gauging the sensitivity of any compromised data.

In the event of a cybersecurity breach, our primary objective is to swiftly contain it by the procedures detailed in our IRP.

Once containment is achieved, our focus shifts to remediation and recovery efforts.

These actions are tailored to the specifics of the breach and may involve tasks such as rebuilding systems or hosts, replacing compromised files with clean versions, verifying the integrity of affected files or data, enhancing network surveillance or logging to detect future attacks, adjusting administrative account privileges, fortifying network security like firewall configurations, and providing additional training to

employees.

Additionally, we carry cybersecurity insurance to cover certain expenses associated with security lapses and specified cyber incidents that disrupt our network or those of our vendors, subject to predefined limits and exclusions.

Our IRP includes clear communication guidelines, outlining procedures for engaging executive management, internal and external legal counsel, the Audit Committee, and the Board.

These protocols also encompass a framework for evaluating our regulatory reporting obligations to entities such as the SEC in the aftermath of a cybersecurity incident.

Board Oversight of Cybersecurity

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks.

The Audit Committee oversees management’s implementation of our cybersecurity risk management program.

In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.

The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity.

The full Board also receives briefings from management on our cyber risk management program on a quarterly basis.

Board members receive presentations on cybersecurity topics from our Senior Vice President of Information Systems as well as our Vice President of Information Security and Compliance, internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.

As part of our board refreshment efforts in recent years, we have added directors with information technology governance skills.

Currently, five members of our board, including all four members of our Audit Committee, have cybersecurity experience from their principal occupation, other professional experience or third-party director education courses on cybersecurity, including cyber risk governance, and data privacy and security issues and trends.

As of December 31, [removed: 2022,] [added: 2023,] we owned or had ownership interests in [removed: 1,451] [added: 2,377] operating stores.

Of these stores, [removed: 1,132] [added: 1,903] are wholly-owned, [removed: one is] [added: two are] in [removed: a] consolidated joint [removed: venture,] [added: ventures,] and [removed: 318] [added: 472] are in unconsolidated joint ventures.

In addition, we managed [removed: 887] [added: 1,337] stores for third parties bringing the total number of stores which we own and/or manage to [removed: 2,338.][added: 3,714.]

These stores are located in [removed: 41] [added: 42] states, and Washington, D.C. The majority of our stores are clustered around large population centers.

[removed: ][added: ]

As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 1,335,000] [added: 2,100,000] tenants were leasing storage units at the operating stores that we own and/or manage, primarily on a month-to-month basis, providing the flexibility to increase rental rates over time as market conditions permit.

For stores that were stabilized as of December 31, [removed: 2022,] [added: 2023,] the average length of stay was approximately [removed: 16.4] [added: 17.4] months.

The average annual rent per square foot for our existing customers at stabilized stores, net of discounts and bad debt, was [removed: $21.09] [added: $21.25] for the year ended December 31, [removed: 2022,] [added: 2023,] compared to [removed: $17.68] [added: $20.50] for the year ended December 31, [removed: 2021.][added: 2022.]

Average annual rent per square foot for new leases was [removed: $18.55] [added: $16.19] for the year ended December 31, [removed: 2022,] [added: 2023,] compared to [removed: $19.30] [added: $18.32] for the year ended December 31, [removed: 2021.][added: 2022.]

The average discounts, as a percentage of rental revenues, during these periods were [removed: 2.9%] [added: 2.5%] and [removed: 3.3%,] [added: 3.0%,] respectively.

| | | | As of December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | |

| Alabama | | | 37 | | | 2,913,201 | | | 2 | | | 150,859 | | | 12 | | | 757,497 | | | 51 | | | 3,821,557 | | |

| Arizona | | | 46 | | | 3,431,613 | | | 26 | | | 2,091,172 | | | 43 | | | 3,513,713 | | | 115 | | | 9,036,498 | | |

| California | | | 218 | | | 17,876,246 | | | 50 | | | 3,715,231 | | | 126 | | | 11,806,094 | | | 394 | | | 33,397,571 | | |

| Colorado | | | 27 | | | 1,890,949 | | | 13 | | | 937,765 | | | 32 | | | 2,338,587 | | | 72 | | | 5,167,301 | | |

| Connecticut | | | 23 | | | 1,754,071 | | | 8 | | | 714,457 | | | 14 | | | 948,070 | | | 45 | | | 3,416,598 | | |

| Delaware | | | — | | | — | | | 2 | | | 143,640 | | | 3 | | | 228,651 | | | 5 | | | 372,291 | | |

| Florida | | | 245 | | | 18,448,238 | | | 56 | | | 4,653,439 | | | 164 | | | 12,618,124 | | | 465 | | | 35,719,801 | | |

| Georgia | | | 119 | | | 9,050,883 | | | 23 | | | 1,892,103 | | | 49 | | | 3,686,856 | | | 191 | | | 14,629,842 | | |

| Hawaii | | | 14 | | | 942,069 | | | — | | | — | | | 3 | | | 159,569 | | | 17 | | | 1,101,638 | | |

| Idaho | | | 2 | | | 131,569 | | | — | | | — | | | 2 | | | 201,847 | | | 4 | | | 333,416 | | |

| Illinois | | | 105 | | | 7,534,278 | | | 12 | | | 940,032 | | | 44 | | | 3,311,178 | | | 161 | | | 11,785,488 | | |

| Indiana | | | 91 | | | 3,935,511 | | | 1 | | | 57,777 | | | 25 | | | 1,790,294 | | | 117 | | | 5,783,582 | | |

| Iowa | | | — | | | — | | | — | | | — | | | 2 | | | 175,614 | | | 2 | | | 175,614 | | |

| Kansas | | | 1 | | | 50,219 | | | 2 | | | 108,921 | | | 5 | | | 416,764 | | | 8 | | | 575,904 | | |

| Kentucky | | | 15 | | | 1,065,563 | | | 1 | | | 51,800 | | | 15 | | | 1,179,886 | | | 31 | | | 2,297,249 | | |

| Louisiana | | | 10 | | | 771,538 | | | — | | | — | | | 25 | | | 1,777,779 | | | 35 | | | 2,549,317 | | |

| Maine | | | 5 | | | 353,767 | | | — | | | — | | | 12 | | | 750,918 | | | 17 | | | 1,104,685 | | |

| Maryland | | | 44 | | | 3,473,618 | | | 11 | | | 899,878 | | | 47 | | | 3,381,481 | | | 102 | | | 7,754,977 | | |

| Massachusetts | | | 64 | | | 4,059,829 | | | 16 | | | 984,594 | | | 36 | | | 2,388,706 | | | 116 | | | 7,433,129 | | |

| Michigan | | | 8 | | | 673,399 | | | 4 | | | 309,052 | | | 15 | | | 1,186,708 | | | 27 | | | 2,169,159 | | |

| Minnesota | | | 8 | | | 709,829 | | | 8 | | | 646,659 | | | 14 | | | 1,009,746 | | | 30 | | | 2,366,234 | | |

| Mississippi | | | 7 | | | 560,879 | | | — | | | — | | | 10 | | | 736,463 | | | 17 | | | 1,297,342 | | |

| Missouri | | | 28 | | | 2,240,243 | | | 7 | | | 509,322 | | | 20 | | | 1,583,234 | | | 55 | | | 4,332,799 | | |

| Nebraska | | | — | | | — | | | — | | | — | | | 4 | | | 371,900 | | | 4 | | | 371,900 | | |

| Nevada | | | 33 | | | 2,907,229 | | | 9 | | | 840,819 | | | 11 | | | 1,059,569 | | | 53 | | | 4,807,617 | | |

| New Hampshire | | | 17 | | | 1,274,725 | | | 2 | | | 84,165 | | | 20 | | | 871,125 | | | 39 | | | 2,230,015 | | |

| New Jersey | | | 88 | | | 7,033,287 | | | 33 | | | 2,610,319 | | | 55 | | | 4,290,839 | | | 176 | | | 13,934,445 | | |

| New Mexico | | | 11 | | | 714,415 | | | 10 | | | 681,770 | | | 15 | | | 1,084,218 | | | 36 | | | 2,480,403 | | |

| New York | | | 79 | | | 5,693,262 | | | 28 | | | 2,316,671 | | | 84 | | | 5,883,153 | | | 191 | | | 13,893,086 | | |

| North Carolina | | | 52 | | | 3,732,706 | | | 8 | | | 620,612 | | | 37 | | | 2,666,196 | | | 97 | | | 7,019,514 | | |

| Ohio | | | 50 | | | 3,357,288 | | | 5 | | | 325,617 | | | 22 | | | 1,661,267 | | | 77 | | | 5,344,172 | | |

| Oklahoma | | | 4 | | | 268,833 | | | — | | | — | | | 20 | | | 1,493,518 | | | 24 | | | 1,762,351 | | |

| Oregon | | | 8 | | | 550,155 | | | 2 | | | 166,638 | | | 7 | | | 467,124 | | | 17 | | | 1,183,917 | | |

| Pennsylvania | | | 31 | | | 2,359,752 | | | 12 | | | 966,346 | | | 51 | | | 3,741,143 | | | 94 | | | 7,067,241 | | |

| Rhode Island | | | 6 | | | 351,451 | | | 1 | | | 95,844 | | | 6 | | | 473,601 | | | 13 | | | 920,896 | | |

| South Carolina | | | 40 | | | 2,977,927 | | | 11 | | | 708,382 | | | 39 | | | 3,198,894 | | | 90 | | | 6,885,203 | | |

| Tennessee | | | 29 | | | 2,410,329 | | | 16 | | | 1,091,936 | | | 24 | | | 1,719,250 | | | 69 | | | 5,221,515 | | |

| Texas | | | 241 | | | 19,927,466 | | | 71 | | | 5,456,117 | | | 122 | | | 10,409,683 | | | 434 | | | 35,793,266 | | |

| Utah | | | 10 | | | 733,895 | | | — | | | — | | | 31 | | | 2,512,983 | | | 41 | | | 3,246,878 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | As of December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | |

| Alabama | | | 9 | | | 677,643 | | | 2 | | | 150,808 | | | 4 | | | 276,695 | | | 15 | | | 1,105,146 | | |

| Arizona | | | 25 | | | 1,781,391 | | | 10 | | | 767,735 | | | 21 | | | 1,813,435 | | | 56 | | | 4,362,561 | | |

| California | | | 177 | | | 13,617,759 | | | 49 | | | 3,589,268 | | | 101 | | | 9,245,648 | | | 327 | | | 26,452,675 | | |

| Colorado | | | 17 | | | 1,148,067 | | | 9 | | | 664,076 | | | 26 | | | 1,889,128 | | | 52 | | | 3,701,271 | | |

| Connecticut | | | 7 | | | 538,856 | | | 7 | | | 575,724 | | | 8 | | | 512,463 | | | 22 | | | 1,627,043 | | |

| Delaware | | | — | | | — | | | 2 | | | 143,330 | | | 2 | | | 149,951 | | | 4 | | | 293,281 | | |

| Florida | | | 112 | | | 8,666,633 | | | 44 | | | 3,648,367 | | | 111 | | | 8,681,681 | | | 267 | | | 20,996,681 | | |

| Georgia | | | 67 | | | 5,188,222 | | | 15 | | | 1,215,893 | | | 23 | | | 1,758,268 | | | 105 | | | 8,162,383 | | |

| Hawaii | | | 14 | | | 942,888 | | | — | | | — | | | 3 | | | 159,393 | | | 17 | | | 1,102,281 | | |

| Idaho | | | 2 | | | 131,569 | | | — | | | — | | | 1 | | | 78,180 | | | 3 | | | 209,749 | | |

| Illinois | | | 60 | | | 3,692,816 | | | 10 | | | 740,744 | | | 30 | | | 2,104,187 | | | 100 | | | 6,537,747 | | |

| Indiana | | | 91 | | | 3,941,553 | | | 1 | | | 57,866 | | | 20 | | | 1,463,018 | | | 112 | | | 5,462,437 | | |

| Kansas | | | 1 | | | 50,059 | | | 2 | | | 108,920 | | | 3 | | | 228,935 | | | 6 | | | 387,914 | | |

| Kentucky | | | 13 | | | 958,359 | | | 1 | | | 51,771 | | | 9 | | | 782,473 | | | 23 | | | 1,792,603 | | |

| Louisiana | | | 5 | | | 386,984 | | | — | | | — | | | 11 | | | 808,823 | | | 16 | | | 1,195,807 | | |

| Maine | | | — | | | — | | | — | | | — | | | 8 | | | 572,791 | | | 8 | | | 572,791 | | |

| Maryland | | | 35 | | | 2,951,121 | | | 11 | | | 898,882 | | | 39 | | | 2,758,372 | | | 85 | | | 6,608,375 | | |

| Massachusetts | | | 47 | | | 3,006,416 | | | 9 | | | 613,696 | | | 30 | | | 1,919,036 | | | 86 | | | 5,539,148 | | |

| Michigan | | | 8 | | | 667,567 | | | 4 | | | 309,126 | | | 9 | | | 646,509 | | | 21 | | | 1,623,202 | | |

| Minnesota | | | 7 | | | 584,395 | | | 4 | | | 304,882 | | | 16 | | | 1,171,513 | | | 27 | | | 2,060,790 | | |

| Mississippi | | | 3 | | | 234,245 | | | — | | | — | | | — | | | — | | | 3 | | | 234,245 | | |

| Missouri | | | 6 | | | 431,381 | | | 2 | | | 119,650 | | | 13 | | | 985,543 | | | 21 | | | 1,536,574 | | |

| Nebraska | | | — | | | — | | | — | | | — | | | 3 | | | 277,866 | | | 3 | | | 277,866 | | |

| Nevada | | | 14 | | | 1,039,354 | | | 4 | | | 474,116 | | | 8 | | | 764,572 | | | 26 | | | 2,278,042 | | |

| New Hampshire | | | 2 | | | 134,764 | | | 2 | | | 84,165 | | | 5 | | | 332,146 | | | 9 | | | 551,075 | | |

| New Jersey | | | 64 | | | 5,113,817 | | | 17 | | | 1,228,570 | | | 38 | | | 2,891,480 | | | 119 | | | 9,233,867 | | |

| New Mexico | | | 11 | | | 698,987 | | | 10 | | | 683,085 | | | 12 | | | 899,202 | | | 33 | | | 2,281,274 | | |

| New York | | | 28 | | | 2,046,133 | | | 18 | | | 1,511,452 | | | 36 | | | 2,214,518 | | | 82 | | | 5,772,103 | | |

| North Carolina | | | 23 | | | 1,727,329 | | | 5 | | | 401,432 | | | 21 | | | 1,638,229 | | | 49 | | | 3,766,990 | | |

| Ohio | | | 24 | | | 1,463,573 | | | 5 | | | 325,138 | | | 8 | | | 645,184 | | | 37 | | | 2,433,895 | | |

| Oklahoma | | | 1 | | | 61,983 | | | — | | | — | | | 19 | | | 1,502,667 | | | 20 | | | 1,564,650 | | |

| Oregon | | | 8 | | | 549,012 | | | 1 | | | 65,165 | | | 10 | | | 737,843 | | | 19 | | | 1,352,020 | | |

| Pennsylvania | | | 21 | | | 1,547,076 | | | 9 | | | 678,998 | | | 34 | | | 2,497,016 | | | 64 | | | 4,723,090 | | |

| Rhode Island | | | 2 | | | 134,752 | | | — | | | — | | | 3 | | | 241,095 | | | 5 | | | 375,847 | | |

| South Carolina | | | 23 | | | 1,713,004 | | | 11 | | | 708,571 | | | 27 | | | 2,272,571 | | | 61 | | | 4,694,146 | | |

| Tennessee | | | 22 | | | 1,855,296 | | | 13 | | | 880,621 | | | 12 | | | 898,630 | | | 47 | | | 3,634,547 | | |

| Texas | | | 111 | | | 9,108,367 | | | 27 | | | 2,124,488 | | | 85 | | | 7,491,410 | | | 223 | | | 18,724,265 | | |

| Utah | | | 10 | | | 697,387 | | | — | | | — | | | 24 | | | 1,950,333 | | | 34 | | | 2,647,720 | | |

On February 22, [removed: 2023,] [added: 2024,] the closing price of our common stock as reported by the NYSE was [removed: $154.30.][added: $141.39.]

At February 22, [removed: 2023,] [added: 2024,] we had [removed: 480] [added: 833] holders of record of our common stock.

In [removed: October 2020,] [added: November 2023,] our board of directors authorized a three-year share repurchase program allowing the repurchase of shares with an aggregate value up to [removed: $400.0] [added: $500.0] million.

As of December 31, [removed: 2022,] [added: 2023,] we had remaining authorization to repurchase shares with an aggregate value up to [removed: $337.0] [added: $500.0] million.

All unregistered sales of equity securities during the year ended December 31, [removed: 2022] [added: 2023] have previously been disclosed in filings with the SEC.

During the year ended December 31, 2023, no shares were repurchased.

During the year ended December 31, 2022, we repurchased 381,786 shares at an average price of $165.03 per share, paying a total of $63.0 million.

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| [Consolidated Balance Sheets as of December [removed: 31, 202](#if016487132c3488eb3d30b733b9efa11_85)[2](#if016487132c3488eb3d30b733b9efa11_85) [and 202](#if016487132c3488eb3d30b733b9efa11_85)[1](#if016487132c3488eb3d30b733b9efa11_85)[](#if016487132c3488eb3d30b733b9efa11_85)] [added: 31,](#ic13730b7781540aeb1f629a509524b96_85) 2023 [and](#ic13730b7781540aeb1f629a509524b96_85) 2022[](#ic13730b7781540aeb1f629a509524b96_85)] | | | [removed: [32](#if016487132c3488eb3d30b733b9efa11_85)] [added: [35](#ic13730b7781540aeb1f629a509524b96_85)] | | |

| [Consolidated Statements of Operations for the years ended December [removed: 31, 202](#if016487132c3488eb3d30b733b9efa11_88)[2](#if016487132c3488eb3d30b733b9efa11_88)[, 202](#if016487132c3488eb3d30b733b9efa11_88)[1](#if016487132c3488eb3d30b733b9efa11_88) [and 20](#if016487132c3488eb3d30b733b9efa11_88)[20](#if016487132c3488eb3d30b733b9efa11_88)[](#if016487132c3488eb3d30b733b9efa11_88)] [added: 31,](#ic13730b7781540aeb1f629a509524b96_88) 2023[,](#ic13730b7781540aeb1f629a509524b96_88) 2022 [and](#ic13730b7781540aeb1f629a509524b96_88) 2021[](#ic13730b7781540aeb1f629a509524b96_88)] | | | [removed: [33](#if016487132c3488eb3d30b733b9efa11_88)] [added: [36](#ic13730b7781540aeb1f629a509524b96_88)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December [removed: 31, 202](#if016487132c3488eb3d30b733b9efa11_91)[2](#if016487132c3488eb3d30b733b9efa11_91)[, 202](#if016487132c3488eb3d30b733b9efa11_91)[1](#if016487132c3488eb3d30b733b9efa11_91) [and 2](#if016487132c3488eb3d30b733b9efa11_91)[02](#if016487132c3488eb3d30b733b9efa11_91)[0](#if016487132c3488eb3d30b733b9efa11_91)] [added: 31,](#ic13730b7781540aeb1f629a509524b96_91) 2023[,](#ic13730b7781540aeb1f629a509524b96_91) 2022 [and](#ic13730b7781540aeb1f629a509524b96_91) 2021] | | | [removed: [34](#if016487132c3488eb3d30b733b9efa11_91)] [added: [37](#ic13730b7781540aeb1f629a509524b96_91)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December [removed: 31, 202](#if016487132c3488eb3d30b733b9efa11_94)[2](#if016487132c3488eb3d30b733b9efa11_94)[, 202](#if016487132c3488eb3d30b733b9efa11_94)[1](#if016487132c3488eb3d30b733b9efa11_94) [and 20](#if016487132c3488eb3d30b733b9efa11_94)[20](#if016487132c3488eb3d30b733b9efa11_94)] [added: 31,](#ic13730b7781540aeb1f629a509524b96_94) 2023[,](#ic13730b7781540aeb1f629a509524b96_94) 2022 [and](#ic13730b7781540aeb1f629a509524b96_94) 2021] | | | [removed: [35](#if016487132c3488eb3d30b733b9efa11_94)] [added: [38](#ic13730b7781540aeb1f629a509524b96_94)] | | |

| [Consolidated Statements of Cash Flows for the years ended December [removed: 31, 202](#if016487132c3488eb3d30b733b9efa11_97)[2](#if016487132c3488eb3d30b733b9efa11_97)[, 202](#if016487132c3488eb3d30b733b9efa11_97)[1](#if016487132c3488eb3d30b733b9efa11_97) [and 20](#if016487132c3488eb3d30b733b9efa11_97)[20](#if016487132c3488eb3d30b733b9efa11_97)] [added: 31,](#ic13730b7781540aeb1f629a509524b96_97) 2023[,](#ic13730b7781540aeb1f629a509524b96_97) 2022 [and](#ic13730b7781540aeb1f629a509524b96_97) 2021] | | | [removed: [38](#if016487132c3488eb3d30b733b9efa11_97)] [added: [41](#ic13730b7781540aeb1f629a509524b96_97)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if016487132c3488eb3d30b733b9efa11_100)] [added: Statements](#ic13730b7781540aeb1f629a509524b96_100)] | | | [removed: [39](#if016487132c3488eb3d30b733b9efa11_100)] [added: [42](#ic13730b7781540aeb1f629a509524b96_100)] | | |

| [Schedule III - Real Estate and Accumulated [removed: Depreciation](#if016487132c3488eb3d30b733b9efa11_160)] [added: Depreciation](#ic13730b7781540aeb1f629a509524b96_160)] | | | [removed: [73](#if016487132c3488eb3d30b733b9efa11_160)] [added: [74](#ic13730b7781540aeb1f629a509524b96_160)] | | |

We have audited the accompanying consolidated balance sheets of Extra Space Storage Inc. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 8 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 28, 2023] [added: 29, 2024] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | For the year ended December 31, [removed: 2022,] [added: 2023,] the Company completed the acquisition of [removed: 153] [added: 771] self-storage properties (“stores”) for a total purchase price of [removed: $1.37] [added: $13.0] billion. As further discussed in [removed: Note] [added: Notes] 2 [added: and 5] of the consolidated financial statements, the transactions were accounted for as asset acquisitions, and the purchase price was allocated [removed: to the real estate assets acquired] based on [removed: their] [added: a] relative fair [removed: values,] [added: value of assets acquired and liabilities assumed,] which [removed: are estimated using unobservable inputs.] [added: consisted principally of land and buildings.] | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over management’s accounting for acquired stores, including controls over the review of [added: significant] assumptions underlying the purchase price allocation and accuracy of the underlying data used. For example, we tested controls over the determination of the fair value of the land and building assets, including the controls over the review of the valuation models and the underlying [added: significant] assumptions used to develop such estimates. | | |

| | | | For the [removed: 2022] [added: 2023] store acquisitions described above, our procedures included, but were not limited to, [removed: evaluating] [added: reading] the [removed: Company’s valuation methodologies] [added: purchase] and [added: sale agreements and other closing documents,] evaluating [added: whether] the [added: Company had appropriately determined the transaction was an asset acquisition or business combination and performing sensitivity analyses. For certain of these store acquisitions, we also evaluated the methods and] significant assumptions used [added: by the Company] to determine the fair value of the [removed: assets acquired. For certain of these asset acquisitions, we] [added: land and buildings and] tested the completeness and accuracy of the underlying data [removed: by, among other things, recalculating the current replacement cost of buildings and comparing the adjustments for] [added: supporting] the [removed: age, class, height, square footage, condition, location,] [added: significant assumptions] and [removed: turnkey factor with the acquired assets to industry publications.] [added: estimates.] Additionally, [removed: we also compared significant assumptions, including prices per square foot to third-party sources such as recent land sales. For] [added: for] certain of these asset acquisitions, we involved our valuation specialists to assist in the assessment of the methodology utilized by the Company, in addition to performing corroborative analyses to assess whether the conclusions in the valuation were supported by observable market data. For example, our valuation specialists used independently identified data sources to evaluate management’s selected comparable land sales and [added: building] replacement cost assumptions. | | |

| | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| [removed: Real] [added: Net non-lease real] estate [removed: assets, net] [added: assets] | | | $ | [added: 24,555,873 | | | | | $ |] 9,997,978 | | | | | $ | 8,834,649 | |

| Real estate assets - operating lease right-of-use assets | | | [removed: 221,725] [added: 227,241] | | | | | | [removed: 227,949] [added: 221,725] | | |

| Investments in unconsolidated real estate entities | | | [removed: 582,412] [added: 1,071,617] | | | | | | [removed: 457,326] [added: 582,412] | | |

| Investments in debt securities and notes receivable | | | [removed: 858,049] [added: 904,769] | | | | | | [removed: 719,187] [added: 858,049] | | |

| Cash and [removed: cash] equivalents | | | [added: $ | 99,062 | | | | | $ |] 92,868 | | | | | [added: $] | 71,126 | | [removed: |]

| Other assets, net | | | [removed: 414,426] [added: 597,700] | | | | | | [removed: 164,240] [added: 414,426] | | |

| Total assets | | | $ | [removed: 12,167,458] [added: 27,456,262] | | | | | $ | [removed: 10,474,477] [added: 12,167,458] | |

| Notes payable, net | | | $ | [removed: 1,288,555] [added: 1,273,549] | | | | | $ | [removed: 1,320,755] [added: 1,288,555] | |

| Unsecured term loans, net | | | [removed: 2,340,116] [added: 2,650,581] | | | | | | [removed: 1,741,926] [added: 2,340,116] | | |

| Unsecured senior notes, net | | | [removed: 2,757,791] [added: 6,410,618] | | | | | | [removed: 2,360,066] [added: 2,757,791] | | |

| Revolving lines of credit | | | [removed: 945,000] [added: 682,000] | | | | | | [removed: 535,000] [added: 945,000] | | |

| Operating lease liabilities | | | [removed: 229,035] [added: 236,515] | | | | | | [removed: 233,356] [added: 229,035] | | |

| Cash distributions in unconsolidated real estate ventures | | | [removed: 67,352] [added: 71,069] | | | | | | [removed: 63,582] [added: 67,352] | | |

| Accounts payable and accrued expenses | | | [removed: 171,680] [added: 334,518] | | | | | | [removed: 142,285] [added: 171,680] | | |

| Other liabilities | | | [removed: 289,655] [added: 383,463] | | | | | | [removed: 291,531] [added: 289,655] | | |

| Total liabilities | | | [removed: 8,089,184] [added: 12,042,313] | | | | | | [removed: 6,688,501] [added: 8,089,184] | | |

| Common stock, $0.01 par value, 500,000,000 shares authorized, [removed: 133,921,020] [added: 211,278,803] and [removed: 133,922,305] [added: 133,921,020] shares issued and outstanding at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | [removed: 1,339] [added: 2,113] | | | | | | 1,339 | | |

| Additional paid-in capital | | | [removed: 3,345,332] [added: 14,750,388] | | | | | | [removed: 3,285,948] [added: 3,345,332] | | |

| Accumulated other comprehensive income [removed: (loss)] | | | [removed: 48,798] [added: 17,435] | | | | | | [removed: (42,546)] [added: 48,798] | | |

| Accumulated deficit | | | [removed: (135,872)] [added: (379,015)] | | | | | | [removed: (128,245)] [added: (135,872)] | | |

| Total Extra Space Storage Inc. stockholders' equity | | | [removed: 3,259,597] [added: 14,390,921] | | | | | | [removed: 3,116,496] [added: 3,259,597] | | |

| Noncontrolling interest represented by Preferred Operating Partnership units, net | | | [removed: 261,502] [added: 222,360] | | | | | | [removed: 259,110] [added: 261,502] | | |

| Noncontrolling interests in Operating Partnership, net and other noncontrolling interests | | | [removed: 557,175] [added: 800,668] | | | | | | [removed: 410,370] [added: 557,175] | | |

| Total noncontrolling interests and equity | | | [removed: 4,078,274] [added: 15,413,949] | | | | | | [removed: 3,785,976] [added: 4,078,274] | | |

| Total liabilities, noncontrolling interests and equity | | | $ | [removed: 12,167,458] [added: 27,456,262] | | | | | $ | [removed: 10,474,477] [added: 12,167,458] | |

| | | | Auditing the accounting for the Company’s 2023 acquisitions of stores was subjective because the Company, with the assistance of its external valuation specialist if applicable, had to exercise a high level of management judgment in determining the estimated fair value of acquired land and buildings. Determining the fair value of acquired land was difficult due to the lack of available directly comparable land market information. The estimated fair value of the acquired buildings was based upon the estimated replacement cost, which were calculated by estimating the cost of building similar stores in comparable markets and adjusting those costs for the age, quality, and building characteristics associated with the acquired stores. Determining the fair value of the acquired buildings was challenging due to the judgment utilized by management in determining the significant assumptions utilized in, or the adjustments applied to, the valuation of each building. | | |

February 29, 2024

| Cash and cash equivalents | | | 99,062 | | | | | | 92,868 | | |

| Life Storage Merger transition costs | | | 66,732 | | | | | | — | | | | | | — | | |

| Balances at December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 261,502 | | | | | $ | 556,095 | | | | | $ | 1,080 | | | | | 133,921,020 | | | | | | $ | 1,339 | | | | | $ | 3,345,332 | | | | | $ | 48,798 | | | | | $ | (135,872) | | | | | $ | 4,078,274 | |

| Taxes paid upon net settlement of share based compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,295) | | | | | | — | | | | | | (7,640) | | | | | | — | | | | | | — | | | | | | (7,640) | | |

| Redemption of Operating Partnership units for cash | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (89) | | | | | | — | | | | | | — | | | | | | — | | | | | | (19) | | | | | | — | | | | | | — | | | | | | (108) | | |

| Redemption of Preferred A Units in the Operating Partnership for stock and cash | | | | | | | | | | | | | | | | | | | | | | | | | | | (16,339) | | | | | | — | | | | | | — | | | | | | 851,698 | | | | | | 8 | | | | | | 11,015 | | | | | | — | | | | | | — | | | | | | (5,316) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Life Storage Merger issuance of common stock and Operating Partnership units | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 249,470 | | | | | | — | | | | | | 76,217,359 | | | | | | 762 | | | | | | 11,352,576 | | | | | | — | | | | | | — | | | | | | 11,602,808 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,011 | | | | | | 38,369 | | | | | | (125) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 803,198 | | | | | | 850,453 | | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (1,389) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (31,363) | | | | | | — | | | | | | (32,752) | | |

| Balances at December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 222,360 | | | | | $ | 791,754 | | | | | $ | 8,914 | | | | | 211,278,803 | | | | | | $ | 2,113 | | | | | $ | 14,750,388 | | | | | $ | 17,435 | | | | | $ | (379,015) | | | | | $ | 15,413,949 | |

| Depreciation and amortization | | | 506,053 | | | | | | 288,316 | | | | | | 241,879 | | |

| Non-cash interest expense related to amortization of discount on Life Storage unsecured senior notes | | | 18,786 | | | | | | — | | | | | | — | | |

| Other assets | | | (32,507) | | | | | | 695 | | | | | | (22,022) | | |

| Life Storage Merger, net of cash acquired | | | (1,182,411) | | | | | | — | | | | | | — | | |

| Proceeds from unsecured term loans and senior notes and revolving lines of credit | | | 8,663,003 | | | | | | 5,584,111 | | | | | | 5,706,981 | | |

| Distributions to minority investors | | | (70) | | | | | | — | | | | | | — | | |

| | | | $ | 105,083 | | | | | $ | 97,735 | | | | | $ | 76,194 | |

| Noncontrolling interests in Operating Partnership Note Receivable Payoff | | | 100,000 | | | | | | — | | | | | | — | | |

| Net liabilities assumed | | | — | | | | | | — | | | | | | (20,028) | | |

| Life Storage Merger real estate assets | | | | | | | | | | | | | | | | | |

| Real estate assets, net | | | $ | 13,575,501 | | | | | $ | — | | | | | $ | — | |

| Value of common stock issued | | | (11,353,338) | | | | | | — | | | | | | — | | |

| Unsecured senior notes | | | (2,106,866) | | | | | | — | | | | | | — | | |

| Value of OP units issued | | | (249,470) | | | | | | — | | | | | | — | | |

| Net liabilities assumed | | | (191,077) | | | | | | — | | | | | | — | | |

| Investment in unconsolidated real estate ventures | | | 325,250 | | | | | | — | | | | | | — | | |

| Establishment of finance lease assets and lease liabilities | | | | | | | | | | | | | | | | | |

| Real estate assets, net | | | $ | — | | | | | $ | — | | | | | $ | 67,992 | |

EXTRA SPACE STORAGE INC.

| | | | Auditing the accounting for the Company’s 2022 acquisitions of stores was subjective because in determining the fair value of acquired land and buildings, the Company had to rely on unobservable inputs due to the lack of available directly comparable market information. In particular, the fair value estimates were sensitive to assumptions such as price of land per square foot, and current replacement cost estimates, including adjustments for the age, class, height, square footage, condition, location, and turnkey factor associated with the acquired assets. | | |

February 28, 2023

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balances at December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 175,948 | | | | | $ | 205,419 | | | | | $ | 366 | | | | | 129,534,407 | | | | | | $ | 1,295 | | | | | $ | 2,868,681 | | | | | $ | (28,966) | | | | | $ | (301,049) | | | | | $ | 2,921,694 | |

| Issuance of common stock upon the exercise of options | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 134,930 | | | | | | 1 | | | | | | 4,758 | | | | | | — | | | | | | — | | | | | | 4,759 | | |

| Issuance of common stock, net of offering costs | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 899,048 | | | | | | 9 | | | | | | 103,459 | | | | | | — | | | | | | — | | | | | | 103,468 | | |

| Buyback of common stock, net of offering costs | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (826,797) | | | | | | (8) | | | | | | — | | | | | | — | | | | | | (67,865) | | | | | | (67,873) | | |

| Repurchase of equity portion of 2015 exchangeable senior notes | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,323,781 | | | | | | 14 | | | | | | (14) | | | | | | — | | | | | | — | | | | | | — | | |

| Repayment of receivable with Preferred operating units pledged as collateral on loan | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 16,213 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,213 | | |

| Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,882 | | | | | | 22,952 | | | | | | (31) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 481,779 | | | | | | 517,582 | | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (456) | | | | | | (3,103) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (70,127) | | | | | | — | | | | | | (73,686) | | |

| Balances at December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 172,052 | | | | | $ | 215,892 | | | | | $ | 401 | | | | | 131,357,961 | | | | | | $ | 1,314 | | | | | $ | 3,000,458 | | | | | $ | (99,093) | | | | | $ | (354,900) | | | | | $ | 2,936,124 | |

| Non-cash lease expense | | | 1,903 | | | | | | 1,869 | | | | | | 1,173 | | |

| Other assets | | | (1,208) | | | | | | (23,891) | | | | | | (19,674) | | |

| Proceeds from notes payable and revolving lines of credit | | | 5,188,011 | | | | | | 4,666,632 | | | | | | 3,281,000 | | |

| Proceeds from issuance of public bonds, net | | | 396,100 | | | | | | 1,040,349 | | | | | | — | | |

| Repurchase of exchangeable senior notes | | | — | | | | | | — | | | | | | (575,000) | | |

| Cash and equivalents | | | $ | 71,126 | | | | | $ | 109,124 | | | | | $ | 65,746 | |

| | | | $ | 76,194 | | | | | $ | 128,009 | | | | | $ | 70,733 | |

| Notes payable assumed | | | $ | — | | | | | $ | (20,028) | | | | | $ | — | |

Amounts in thousands, except store and share data, unless otherwise stated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Other assets consist of restricted cash, equipment and fixtures, capitalized software, rents receivable from our tenants, other receivables, other intangible assets, deferred tax assets, prepaid expenses, the fair value of interest rate swaps, and goodwill.

The Company records an unpaid claims liability at the end of each period based on existing unpaid claims and historical claims payment history.

The unpaid claims liability represents an estimate of the ultimate cost to settle all unpaid claims as of each period end, including both reported but unpaid claims and claims that may have been incurred but have not been reported.

The Company uses a third party claims administrator to adjust all tenant reinsurance claims received.

The administrator evaluates each claim to determine the ultimate claim loss and includes an estimate for claims that may have been incurred but not reported.

Annually, a third party actuary evaluates the adequacy of the unpaid claims liability.

Prior year claim reserves are adjusted as experience develops or new information becomes known.

The impact of such adjustments is included in the current period operations.

The unpaid claims liability is not discounted to its present value.

As of December 31, 2022, the average insurance coverage for tenants was approximately 3,500 dollars (coverage numbers not in thousands).

For the years ended December 31, 2022, 2021 and 2020, the number of individual claims made were 8,542, 8,748 and 8,226, respectively (claim numbers not in thousands).

The following table presents information on the portion of the Company’s unpaid claims liability, which is included in other liabilities on the Company's consolidated balance sheets, that relates to tenant insurance for the periods indicated:

| Tenant Reinsurance Claims: | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Unpaid claims liability at beginning of year | | | $ | 9,112 | | | | | $ | 8,294 | | | | | $ | 8,109 | |

| Claims and claim adjustment expense for claims incurred in the current year | | | 20,533 | | | | | | 16,901 | | | | | | 14,534 | | |

| Claims and claim adjustment expense (benefit) for claims incurred in the prior years | | | 179 | | | | | | 122 | | | | | | (1,351) | | |

Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

We have audited Extra Space Storage Inc.’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Extra Space Storage Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

[removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated] statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 8 and our report dated February [removed: 28, 2023] [added: 29, 2024] expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated

February 29, 2024

February 28, 2023

On December 18, 2023, Joseph D.

Margolis, our Chief Executive Officer and Director, terminated a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) and originally adopted on February 24, 2023, for the sale of up to 20,000 shares of our common stock until January 3, 2024.

None.

Information required by this item is incorporated by reference to the information set forth under the captions “Executive Officers,” and “Information About the Board of Directors and its Committees” in our definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, [removed: 2022.][added: 2023.]

Information with respect to executive compensation is incorporated by reference to the information set forth under the caption “Executive Compensation” in our definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, [removed: 2022.][added: 2023.]

Information with respect to security ownership of certain beneficial owners and management and related stockholder matters is incorporated by reference to the information set forth under the captions “Executive Compensation” and “Security Ownership of Directors and Officers” in our definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, [removed: 2022.][added: 2023.]

Information with respect to certain relationships and related transactions is incorporated by reference to the information set forth under the captions “Information about the Board of Directors and its Committees” and “Review and Approval of Related Party Transactions” in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, [removed: 2022.][added: 2023.]

Information with respect to principal accounting fees and services is incorporated by reference to the information set forth under the caption “Ratification of the Engagement of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2023” in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, [removed: 2022.][added: 2023.]

| 3.1 | | | | | | [Amended and Restated Articles of Incorporation of Extra Space Storage [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1289490/000119312504136936/dex31.htm)[(1)](http://www.sec.gov/Archives/edgar/data/1289490/000119312504136936/dex31.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1289490/000119312504136936/dex31.htm)] | | | S-11 | | | August 10, 2004 | | | 3.1 | | | | | |

| [removed: 10.1] [added: 10.2] | | | | | | [Registration Rights Agreement, [removed: by and] [added: dated June 20, 2005,] among Extra Space Storage Inc. and the [removed: parties listed on Schedule I thereto.](http://www.sec.gov/Archives/edgar/data/1289490/000119312504136936/dex101.htm)[(1)](http://www.sec.gov/Archives/edgar/data/1289490/000119312504136936/dex101.htm)] [added: investors named therein.](http://www.sec.gov/Archives/edgar/data/1289490/000119312505131046/dex102.htm)] | | | [removed: S-11/A] [added: 8-K] | | | [removed: August 10, 2004] [added: June 24, 2005] | | | [removed: 10.1] [added: 10.2] | | | | | |

| [removed: 10.2] [added: 10.1] | | | | | | [Joint Venture Agreement, dated June 1, 2004, by and between Extra Space Storage LLC and Prudential Financial, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1289490/000119312504124199/dex1014.htm)[(1)](https://www.sec.gov/Archives/edgar/data/1289490/000119312504124199/dex1014.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1289490/000119312504124199/dex1014.htm)] | | | S-11/A | | | July 26, 2004 | | | 10.14 | | | | | |

| 10.3 | | | | | | [removed: [Registration Rights Agreement,] [added: [Promissory Note,] dated June [removed: 20, 2005,] [added: 25, 2007,] among Extra Space Storage [removed: Inc.] [added: LP, H. James Knuppe] and [removed: the investors named therein.](http://www.sec.gov/Archives/edgar/data/1289490/000119312505131046/dex102.htm)] [added: Barbara Knuppe.](http://www.sec.gov/Archives/edgar/data/1289490/000110465907050085/a07-17493_1ex10d2.htm)] | | | 8-K | | | June [removed: 24, 2005] [added: 26, 2007] | | | 10.2 | | | | | |

| [removed: 10.5] [added: 10.4] | | | | | | [removed: [Promissory Note,] [added: [Pledge Agreement,] dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara [removed: Knuppe.](http://www.sec.gov/Archives/edgar/data/1289490/000110465907050085/a07-17493_1ex10d2.htm)] [added: Knuppe.](http://www.sec.gov/Archives/edgar/data/1289490/000110465907050085/a07-17493_1ex10d3.htm)] | | | 8-K | | | June 26, 2007 | | | [removed: 10.2] [added: 10.3] | | | | | |

| 10.6 | | | | | | [removed: [Pledge] [added: [Letter] Agreement, dated [added: as of November 22, 2013, amending the Contribution Agreement, dated] June [added: 15, 2007, among Extra Space Storage LP and various limited partnerships affiliated with AAAAA Rent-A-Space, and the Promissory Note, dated June] 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara [removed: Knuppe.](http://www.sec.gov/Archives/edgar/data/1289490/000110465907050085/a07-17493_1ex10d3.htm)] [added: Knuppe.](http://www.sec.gov/Archives/edgar/data/1289490/000110465914036162/a14-9641_1ex10d1.htm)] | | | [removed: 8-K] [added: 10-Q] | | | [removed: June 26, 2007] [added: May 8, 2014] | | | [removed: 10.3] [added: 10.1] | | | | | |

| [removed: 10.8] [added: 10.5] | | | | | | [Membership Interest Purchase Agreement, dated as of April 13, 2012, between Extra Space Properties Sixty Three LLC and PRISA III Co-Investment LLC.](http://www.sec.gov/Archives/edgar/data/1289490/000110465912025625/a12-9636_1ex10d1.htm) | | | 8-K | | | April 16, 2012 | | | 10.1 | | | | | |

| [removed: 10.9] [added: 10.8*] | | | | | | [Extra Space Storage Inc. Executive Change in Control Plan.](http://www.sec.gov/Archives/edgar/data/1289490/000110465910046708/a10-16596_1ex10d1.htm) | | | 8-K | | | August 31, 2010 | | | 10.1 | | | | | |

| [removed: 10.10] [added: 10.7] | | | | | | [Letter Agreement, dated [removed: as of November 22, 2013,] [added: April 18, 2017,] amending the [removed: Contribution Agreement, dated June 15, 2007, among Extra Space Storage LP and various limited partnerships affiliated with AAAAA Rent-A-Space,] [added: Promissory Note] and [added: Waiving a Portion of] the [removed: Promissory Note, dated June 25, 2007,] [added: Series A Preferred Priority Return,] among Extra Space Storage LP, [added: ESS Holdings Business Trust I,] H. James Knuppe and Barbara [removed: Knuppe.](http://www.sec.gov/Archives/edgar/data/1289490/000110465914036162/a14-9641_1ex10d1.htm)] [added: Knuppe.](http://www.sec.gov/Archives/edgar/data/1289490/000162828017005050/exr-03312017x10qxex101.htm)] | | | 10-Q | | | May [removed: 8, 2014] [added: 5, 2017] | | | 10.1 | | | | | |

| [removed: 10.12*] [added: 10.9*] | | | | | | [2015 Incentive Award Plan](http://www.sec.gov/Archives/edgar/data/1289490/000119312515128269/d899582ddef14a.htm) | | | DEFA14A | | | April 14, 2015 | | | Definitive Proxy Statement | | | | | |

| [removed: 10.13*] [added: 10.10*] | | | | | | [Form of 2015 Incentive Award Plan Performance Stock Award Agreement](https://www.sec.gov/Archives/edgar/data/1289490/000162828020002202/ex10132019psuincentive.htm) | | | 10-K | | | February 26, 2020 | | | 10.13 | | | | | |

| [removed: 10.15*] [added: 10.11*] | | | | | | [2004 Long-Term Compensation Incentive Plan as amended and restated effective March 25, 2008](https://www.sec.gov/Archives/edgar/data/1289490/000104746908004593/a2184280zdef14a.htm) | | | DEFA14A | | | April 14, 2008 | | | Definitive Proxy Statement | | | | | |

| [removed: 10.16*] [added: 10.12*] | | | | | | [Form of 2004 Long Term Incentive Compensation Plan Option Award Agreement for Employees with employment agreements.](https://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-10_11.htm) | | | 10-K | | | February 26, 2010 | | | 10.11 | | | | | |

| [removed: 10.19*] [added: 10.13*] | | | | | | [2004 Long Term Incentive Compensation Plan Restricted Stock Award Agreement.](https://www.sec.gov/Archives/edgar/data/1289490/000110465907080664/a07-25777_1ex10d2.htm) | | | 10-Q | | | November 7, 2007 | | | 10.2 | | | | | |

| [removed: 10.22] [added: 10.15] | | | | | | [removed: [Second] [added: [Third] Amended and Restated Credit Agreement, dated as of June 22, [removed: 2021,] [added: 2023,] by and among Extra Space Storage Inc., Extra Space Storage LP, U.S. Bank National Association, as administrative agent, certain other financial institutions acting as syndication agents, documentation agents and lead arrangers and [removed: books] [added: book] runners, and certain lenders party [removed: thereto.](https://www.sec.gov/Archives/edgar/data/1289490/000162828021012952/ex101secondamendedandresta.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1289490/000119312523175502/d506248dex101.htm)] | | | 8-K | | | June [removed: 25, 2021] [added: 27, 2023] | | | 10.1 | | | | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1289490/000162828023005628/q4202210kex211.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1289490/000162828024008044/q4202310kex211.htm)] | | | | | | | | | | | | X | | |

| 22.1 | | | | | | [Issuer and Guarantors of Guaranteed [removed: Securities](https://www.sec.gov/Archives/edgar/data/1289490/000162828023005628/q4202210kex221.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1289490/000162828024008044/q4202310kex221.htm)] | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1289490/000162828023005628/q4202210kex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1289490/000162828024008044/q4202310kex231.htm)] | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1289490/000162828023005628/q4202210kex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1289490/000162828024008044/q4202310kex311.htm)] | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1289490/000162828023005628/q4202210kex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1289490/000162828024008044/q4202310kex312.htm)] | | | | | | | | | | | | X | | |

| 32.1 | | | | | | [Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1289490/000162828023005628/q4202210kex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1289490/000162828024008044/q4202310kex321.htm)] | | | | | | | | | | | | X | | |

| 101 | | | | | | The following financial information from Registrant’s Annual Report on Form 10-K for the period ended December 31, [removed: 2022,] [added: 2023,] formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021;] [added: 2022;] (ii) Consolidated Statements of Operations for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020;] [added: 2021;] (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020;] [added: 2021;] (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020;] [added: 2021;] (v) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020;] [added: 2021;] and (vi) Notes to Consolidated Financial Statements. | | | | | | | | | | | | X | | |

| 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](https://www.sec.gov/Archives/edgar/data/1289490/000119312523089776/d487333dex21.htm) | | | 8-K | | | April 3, 2023 | | | 2.1 | | | | | |

| 2.2 | | | | | | [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](https://www.sec.gov/Archives/edgar/data/1289490/000119312523149320/d486997dex21.htm) | | | 8-K | | | July 20, 2023 | | | 2.2 | | | | | |

| 4.6 | | | | | | [Third Supplemental Indenture, dated as of March 31, 2022, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee.](https://www.sec.gov/Archives/edgar/data/1289490/000119312522092010/d323264dex42.htm) | | | 8-K | | | March 31, 2022 | | | 4.2 | | | | | |

| 4.7 | | | | | | [Fourth Supplemental Indenture, dated as of March 28, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee.](https://www.sec.gov/Archives/edgar/data/1289490/000119312523082217/d472175dex42.htm) | | | 8-K | | | March 28, 2023 | | | 4.2 | | | | | |

| 4.8 | | | | | | [Fifth Supplemental Indenture, dated as of June 16, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee.](https://www.sec.gov/Archives/edgar/data/1289490/000119312523168983/d523023dex42.htm) | | | 8-K | | | June 16, 2023 | | | 4.2 | | | | | |

| 4.9 | | | | | | [Sixth Supplemental Indenture, dated as of July 25, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee.](https://www.sec.gov/Archives/edgar/data/1289490/000119312523193502/d541032dex44.htm) | | | 8-K | | | July 25, 2023 | | | 4.4 | | | | | |

| 4.10 | | | | | | [Seventh Supplemental Indenture, dated as of July 25, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee.](https://www.sec.gov/Archives/edgar/data/1289490/000119312523193502/d541032dex45.htm) | | | 8-K | | | July 25, 2023 | | | 4.5 | | | | | |

| 4.11 | | | | | | [Eighth Supplemental Indenture, dated as of July 25, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee.](https://www.sec.gov/Archives/edgar/data/1289490/000119312523193502/d541032dex46.htm) | | | 8-K | | | July 25, 2023 | | | 4.6 | | | | | |

| 4.12 | | | | | | [Ninth Supplemental Indenture, dated as of July 25, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee.](https://www.sec.gov/Archives/edgar/data/1289490/000119312523193502/d541032dex47.htm) | | | 8-K | | | July 25, 2023 | | | 4.7 | | | | | |

| 4.13 | | | | | | [Tenth Supplemental Indenture, dated as of July 25, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee.](https://www.sec.gov/Archives/edgar/data/1289490/000119312523193502/d541032dex48.htm) | | | 8-K | | | July 25, 2023 | | | 4.8 | | | | | |

| 4.14 | | | | | | [Eleventh Supplemental Indenture, dated as of December 1, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee.](https://www.sec.gov/Archives/edgar/data/1289490/000119312523287450/d931858dex42.htm) | | | 8-K | | | December 1, 2023 | | | 4.2 | | | | | |

| 4.15 | | | | | | [Twelfth Supplemental Indenture, dated as of January 19, 2024, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee.](https://www.sec.gov/Archives/edgar/data/1289490/000119312524011229/d698894dex42.htm) | | | 8-K | | | January 19, 2024 | | | 4.2 | | | | | |

| 4.16 | | | | | | [Base Indenture, dated as of June 20, 2016, among Life Storage, Inc., Life Storage LP and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 10-K filed by Life Storage Inc. on February 24, 2023).](https://www.sec.gov/Archives/edgar/data/944314/000119312516626433/d212449dex41.htm) | | | 8-K | | | July 25, 2023 | | | 4.1 | | | | | |

| 4.17 | | | | | | [Sixth Supplemental Indenture, dated as of July 25, 2023, among Life Storage LP, as issuer, Life Storage LLC, as parent guarantor, and Computershare Trust Company, N.A., as trustee.](https://www.sec.gov/Archives/edgar/data/1289490/000119312523193502/d541032dex42.htm) | | | 8-K | | | July 25, 2023 | | | 4.2 | | | | | |

| 10.14* | | | | | | [Policy for the Recovery of Erroneously Awarded Compensation](https://www.sec.gov/Archives/edgar/data/1289490/000162828024008044/q4202310kex1014.htm) | | | | | | | | | | | | X | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | | | | Exhibit Description | | | Incorporated by Reference | | | | | | | | | Filed Herewith | | |

| | | | | | | | | | Form | | | Date | | | Number | | | | | |

| 10.4 | | | | | | [Purchase Agreement, dated as of July 27, 2005, among Extra Space Storage LP, ESS Statutory Trust III and the Purchaser named therein.](http://www.sec.gov/Archives/edgar/data/1289490/000119312505155041/dex101.htm) | | | 8-K | | | August 2, 2005 | | | 10.1 | | | | | |

| 10.7 | | | | | | [Registration Rights Agreement among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe.](http://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-10_26.htm) | | | 10-K | | | February 26, 2010 | | | 10.26 | | | | | |

| 10.11 | | | | | | [Letter Agreement, dated April 18, 2017, amending the Promissory Note and Waiving a Portion of the Series A Preferred Priority Return, among Extra Space Storage LP, ESS Holdings Business Trust I, H. James Knuppe and Barbara Knuppe.](http://www.sec.gov/Archives/edgar/data/1289490/000162828017005050/exr-03312017x10qxex101.htm) | | | 10-Q | | | May 5, 2017 | | | 10.1 | | | | | |

| 10.17* | | | | | | [Form of 2004 Long Term Incentive Compensation Plan Option Award Agreement for employees without employment agreements.](https://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-10_12.htm) | | | 10-K | | | February 26, 2010 | | | 10.12 | | | | | |

| 10.18* | | | | | | [Form of 2004 Non-Employee Directors Share Plan Option Award Agreement for Directors.](https://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-10_13.htm) | | | 10-K | | | February 26, 2010 | | | 10.13 | | | | | |

| 10.20* | | | | | | [First Amendment to Extra Space Storage Inc. 2004 Non-Employee Directors’ Share Plan.](https://www.sec.gov/Archives/edgar/data/1289490/000110465907080664/a07-25777_1ex10d4.htm) | | | 10-Q | | | November 7, 2007 | | | 10.4 | | | | | |

| 10.21* | | | | | | [Extra Space Storage 2004 Non-Employee Directors’ Share Plan.](https://www.sec.gov/Archives/edgar/data/1289490/000110465907020726/a07-6564_1ex10d22.htm) | | | 10-K/A | | | March 20, 2007 | | | 10.22 | | | | | |

(1)Incorporated by reference to Registration Statement on Form S-11 (File No. 333-115436 dated August 11, 2004).

| Date: February [removed: 28, 2023] [added: 29, 2024] | | | | | | By: | | | | | | /s/ JOSEPH D. MARGOLIS | | |

| Date: February [removed: 28, 2023] [added: 29, 2024] | | | | | | By: | | | | | | /s/ P. SCOTT STUBBS | | |

| Date: February [removed: 28, 2023] [added: 29, 2024] | | | | | | By: | | | | | | /s/ GRACE KUNDE | | |

| Date: February [removed: 28, 2023] [added: 29, 2024] | | | | | | By: | | | | | | /s/ KENNETH M. WOOLLEY | | |

| Date: February [removed: 28, 2023] [added: 29, 2024] | | | | | | By: | | | | | | /s/ JOSEPH J. BONNER | | |

| Date: February [removed: 28, 2023] [added: 29, 2024] | | | | | | By: | | | | | | /s/ GARY CRITTENDEN | | |

| Date: February [removed: 28, 2023] [added: 29, 2024] | | | | | | By: | | | | | | /s/ SPENCER F. KIRK | | |

| Date: February [removed: 28, 2023] [added: 29, 2024] | | | | | | By: | | | | | | /s/ DIANE OLMSTEAD | | |

| Date: February [removed: 28, 2023] [added: 29, 2024] | | | | | | By: | | | | | | /s/ ROGER B. PORTER | | |

| Date: February [removed: 28, 2023] [added: 29, 2024] | | | | | | By: | | | | | | /s/ JULIA VANDER PLOEG | | |

| Date: February [removed: 28, 2023] [added: 29, 2024] | | | | | | By: | | | | | | /s/ JEFFERSON S. SHREVE | | |

| Date: February 29, 2024 | | | | | | By: | | | | | | /s/ JOSEPH D. MARGOLIS | | |

| Date: February 29, 2024 | | | | | | By: | | | | | | /s/ MARK BARBERIO | | |

| | | | | | | | | | | | | Mark Barberio *Director* | | |

| Date: February 29, 2024 | | | | | | By: | | | | | | /s/ JENNIFER BLOUIN | | |

| | | | | | | | | | | | | Jennifer Blouin *Director* | | |

| Date: February 29, 2024 | | | | | | By: | | | | | | /s/ SUSAN HARNETT | | |

| | | | | | | | | | | | | Susan Harnett *Director* | | |

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| Date: February 29, 2024 | | | | | | By: | | | | | | /s/ JOSEPH V. SAFFIRE | | |

| | | | | | | | | | | | | Joseph V. Saffire *Director* | | |

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| Date: February 28, 2023 | | | | | | By: | | | | | | /s/ DENNIS LETHAM | | |

| | | | | | | | | | | | | Dennis Letham *Director* | | |