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Item 15. Exhibits and Financial Statement Schedules

19K characters. Original on sec.gov ·

Item 15. Exhibits and Financial Statement Schedules

(a)Documents filed as part of this report:

(1) and (2). All Financial Statements and Financial Statement Schedules filed as part of this Annual Report on 10-K are included in Item 8—“Financial Statements and Supplementary Data” of this Annual Report on 10-K and reference is made thereto.

(3) The following documents are filed or incorporated by references as exhibits to this report:

Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled Herewith
FormDateNumber
2.1Agreement 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 LP8-KApril 3, 20232.1
2.2Amendment 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 LP8-KJuly 20, 20232.2
3.1Amended and Restated Articles of Incorporation of Extra Space Storage Inc.S-11August 10, 20043.1
3.2Articles of Amendment of Extra Space Storage Inc., dated September 28, 2007.8-KOctober 3, 20073.1
3.3Articles of Amendment of Extra Space Storage Inc., dated August 29, 2013.8-KAugust 29, 20133.1
3.4Articles of Amendment of Extra Space Storage Inc., dated May 21, 2014.8-KMay 28, 20143.1
3.5Second Amended and Restated Bylaws of Extra Space Storage Inc.8-KJanuary 17, 20183.1
3.6Fourth Amended and Restated Agreement of Limited Partnership of Extra Space Storage LP.8-KDecember 6, 201310.1
4.1Junior Subordinated Note10-KFebruary 26, 20104.3
4.2Description of Securities10-KFebruary 25, 20204.6
4.3Indenture, dated as of May 11, 2021, 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 Wells Fargo Bank, National Association, as trustee.8-KMay 11, 20214.1
4.4First Supplemental Indenture, dated as of May 11, 2021, 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 Wells Fargo Bank, National Association, as trustee, including the form of the Notes and the Guarantee.8-KMay 11, 20214.2
4.5Second Supplemental Indenture, dated as of September 22, 2021, 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 Wells Fargo Bank, National Association, as trustee, including the form of the Notes and the Guarantee.8-KSeptember 22, 20214.2
4.6Third 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.8-KMarch 31, 20224.2
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled Herewith
FormDateNumber
4.7Fourth 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.8-KMarch 28, 20234.2
4.8Fifth 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.8-KJune 16, 20234.2
4.9Sixth 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.8-KJuly 25, 20234.4
4.10Seventh 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.8-KJuly 25, 20234.5
4.11Eighth 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.8-KJuly 25, 20234.6
4.12Ninth 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.8-KJuly 25, 20234.7
4.13Tenth 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.8-KJuly 25, 20234.8
4.14Eleventh 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.8-KDecember 1, 20234.2
4.15Twelfth 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.8-KJanuary 19, 20244.2
4.16Base 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).8-KJuly 25, 20234.1
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled Herewith
FormDateNumber
4.17Sixth 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.8-KJuly 25, 20234.2
10.1Joint Venture Agreement, dated June 1, 2004, by and between Extra Space Storage LLC and Prudential Financial, Inc.S-11/AJuly 26, 200410.14
10.2Registration Rights Agreement, dated June 20, 2005, among Extra Space Storage Inc. and the investors named therein.8-KJune 24, 200510.2
10.3Promissory Note, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe.8-KJune 26, 200710.2
10.4Pledge Agreement, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe.8-KJune 26, 200710.3
10.5Membership Interest Purchase Agreement, dated as of April 13, 2012, between Extra Space Properties Sixty Three LLC and PRISA III Co-Investment LLC.8-KApril 16, 201210.1
10.6Letter Agreement, dated as of November 22, 2013, amending the Contribution Agreement, dated June 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 Knuppe.10-QMay 8, 201410.1
10.7Letter 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.10-QMay 5, 201710.1
10.8*Extra Space Storage Inc. Executive Change in Control Plan.8-KAugust 31, 201010.1
10.9*2015 Incentive Award PlanDEFA14AApril 14, 2015Definitive Proxy Statement
10.10*Form of 2015 Incentive Award Plan Performance Stock Award Agreement10-KFebruary 26, 202010.13
10.11*2004 Long-Term Compensation Incentive Plan as amended and restated effective March 25, 2008DEFA14AApril 14, 2008Definitive Proxy Statement
10.12*Form of 2004 Long Term Incentive Compensation Plan Option Award Agreement for Employees with employment agreements.10-KFebruary 26, 201010.11
10.13*2004 Long Term Incentive Compensation Plan Restricted Stock Award Agreement.10-QNovember 7, 200710.2
10.14*Policy for the Recovery of Erroneously Awarded CompensationX
10.15Third Amended and Restated Credit Agreement, dated as of June 22, 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 book runners, and certain lenders party thereto.8-KJune 27, 202310.1
21.1Subsidiaries of the CompanyX
22.1Issuer and Guarantors of Guaranteed SecuritiesX
23.1Consent of Ernst & Young LLPX
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled Herewith
FormDateNumber
32.1Certifications 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 2002.X
101The following financial information from Registrant’s Annual Report on Form 10-K for the period ended December 31, 2023, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2023 and 2022; (ii) Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021; (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021; and (vi) Notes to Consolidated Financial Statements.X
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).X
  • Management compensatory plan or arrangement

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