Extra Space Storage (EXR) S-4Registration of securities issued in business combination transactions

As filed with the Securities and Exchange Commission on May 23, 2023

Registration No. 333 – [            ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EXTRA SPACE STORAGE INC.

(Exact name of registrant as specified in its charter)

2795 East Cottonwood Parkway, Suite 300

Salt Lake City, Utah 84121

(801) 365-4600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Joseph D. Margolis

Chief Executive Officer

Extra Space Storage Inc.

2795 East Cottonwood Parkway, Suite 300

Salt Lake City, Utah 84121

(801) 365-4600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver

of all other conditions to the closing of the mergers described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934, as amended. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Issuer Third Party Tender Offer)  ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this joint proxy statement/prospectus is not complete and may be changed. Extra Space Storage Inc. may not sell the securities offered by this joint proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell these securities nor should it be considered a solicitation of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION

DATED MAY 23, 2023

JOINT PROXY STATEMENT/PROSPECTUS

Dear Stockholders of Extra Space Storage Inc. and Stockholders of Life Storage, Inc.:

The board of directors of Extra Space Storage Inc., which we refer to as “Extra Space,” and the board of directors of Life Storage, Inc., which we refer to as “Life Storage,” have each unanimously approved a combination of Extra Space and Life Storage to bring together two self-storage industry-leading platforms.

Extra Space and Life Storage, together with certain of their subsidiaries, entered into an agreement and plan of merger on April 2, 2023, which was amended on May 18, 2023. In the proposed transaction, Life Storage stockholders will receive 0.895 of a newly issued share of Extra Space common stock for each share of Life Storage common stock that they own. The exchange ratio described above is fixed and will not be adjusted to reflect stock price changes prior to the closing. Extra Space common stock and Life Storage common stock are each traded on the New York Stock Exchange, which we refer to as the “NYSE,” under the symbols “EXR” and “LSI,” respectively. Based on the closing price of Extra Space common stock on the NYSE of $162.93 on March 31, 2023, the last trading day before public announcement of the proposed transaction, the exchange ratio represented approximately $145.82 in Extra Space common stock for each share of Life Storage common stock. Based on the closing price of Extra Space common stock on the NYSE of $148.65 on May 22, 2023, the latest practicable date before the date of this joint proxy statement/prospectus, the exchange ratio represented approximately $133.04 in Extra Space common stock for each share of Life Storage common stock.

The combination of Life Storage and Extra Space will be accomplished through a series of transactions consisting of (i) a merger of Eros Merger Sub, LLC, a wholly owned subsidiary of Extra Space, which we refer to as “Extra Space Merger Sub,” with and into Life Storage, which we refer to as the “company merger,” with Life Storage continuing as the surviving entity, which we refer to as the “Surviving Entity”; (ii) conversions of the Surviving Entity into a Maryland limited liability company and of Life Storage Holdings, Inc., a Delaware corporation and the general partner of Life Storage OP (as defined below), which we refer to as “Life Storage OP GP,” into a Delaware limited liability company; (iii) contributions by Extra Space to Extra Space Storage LP, which we refer to as “Extra Space OP,” of all outstanding equity interests of the Surviving Entity in exchange for the issuance by Extra Space OP to Extra Space of a number of newly issued partnership units in Extra Space OP equal to the number of shares of Extra Space common stock to be issued in the company merger; and (iv) a merger of Eros OP Merger Sub, LLC, a wholly owned subsidiary of Extra Space OP, which we refer to as “Extra Space OP Merger Sub,” with and into Life Storage LP, which we refer to as “Life Storage OP,” with Life Storage OP surviving the merger as a wholly owned indirect subsidiary of Extra Space OP, which we refer to as the “partnership merger” and, together with the company merger, the “mergers.” In addition to the exchange of shares of Life Storage common stock for Extra Space common stock, if the mergers are completed, (i) the general partner interests in Life Storage OP owned by Life Storage OP GP will be converted into one Common Unit (as defined in the Amended and Restated Agreement of Limited Partnership of Life Storage OP, dated June 4, 2021) of Life Storage OP; (ii) the Common Units owned by the Surviving Entity will be converted into 99 Common Units; and (iii) each Common Unit of Life Storage OP held by a limited partner of Life Storage OP, other than Life Storage or any wholly owned subsidiary of Life Storage, each of which we refer to as a “Minority Limited Partner,” will be converted into validly issued common units of Extra Space OP in an amount equal to one multiplied by 0.895. The obligations of the parties to effect the mergers are subject to the satisfaction or waiver of certain customary conditions set forth in the merger agreement (including the approval of Extra Space stockholders and Life Storage stockholders).

Upon completion of the mergers, we estimate that former holders of Life Storage common stock will own approximately 35% of the then outstanding Extra Space common stock, based on the number of shares of Extra Space common stock outstanding as of May 18, 2023 and the number of shares of Life Storage common stock and equity-based awards outstanding as of May 18, 2023. In connection with the mergers, based on the outstanding shares of Life Storage common stock as of May 18, 2023, we anticipate that Extra Space will issue a total of approximately 76,357,010 shares of Extra Space common stock, including 76,170,730 shares of Extra Space common stock in exchange for the outstanding shares of Life Storage common stock in the company merger and up to 186,280 shares of Extra Space common stock to be issued in exchange for the Life Storage restricted stock, certain Life Storage performance stock units, and the Life Storage deferred stock units.

The company merger and the deemed liquidation (as defined in the section entitled “The Mergers—Material United States Federal Income Tax Consequences of the Company Merger” beginning on page 109 of this joint proxy statement/prospectus), taken together, are intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, for United States federal income tax purposes, and accordingly, assuming the company merger and the deemed liquidation, taken together, so qualify, Life Storage stockholders generally will not recognize any gain or loss for United States federal income tax purposes on the surrender of their Life Storage common stock and receipt of Extra Space common stock, except with respect to cash they may receive in lieu of any fractional shares of Extra Space common stock.

Extra Space and Life Storage will each hold a special meeting of their respective stockholders on [ ], 2023 in connection with the mergers. The special meetings will be held exclusively online via live webcast and will not be held at a physical location.

At the Extra Space special meeting, Extra Space stockholders will be asked to consider and vote on a proposal to approve the issuance of shares of Extra Space common stock in connection with the company merger on the terms and conditions set forth in the merger agreement, which we refer to as the “Extra Space common stock issuance proposal.” The record date for determining the stockholders entitled to receive notice of, and to vote at, the Extra Space special meeting is [    ], 2023. The mergers cannot be completed unless Extra Space stockholders approve the Extra Space common stock issuance proposal by the affirmative vote of a majority of the votes cast by the holders of shares of Extra Space common stock on such matter.

At the special meeting of Life Storage stockholders, Life Storage stockholders will be asked to consider and vote on a proposal to approve the company merger, which we refer to as the “Life Storage merger proposal.” The record date for determining the stockholders entitled to receive notice of, and to vote at, the Life Storage special meeting is [    ], 2023. The mergers cannot be completed unless Life Storage stockholders approve the Life Storage merger proposal by the affirmative vote of holders of two-thirds of the outstanding shares of Life Storage common stock entitled to vote on such proposal.

This joint proxy statement/prospectus contains important information about Extra Space, Life Storage, the mergers, the merger agreement and the Extra Space and Life Storage special meetings. This document is also a prospectus for shares of Extra Space common stock that will be issued to Life Storage stockholders and holders of Life Storage equity-based awards pursuant to the merger agreement. We encourage you to read this joint proxy statement/prospectus, the annexes and documents incorporated herein by reference carefully before voting, including the section entitled “Risk Factors” beginning on page 16 of this joint proxy statement/prospectus.

Your vote is very important, regardless of the number of shares of Extra Space or Life Storage common stock you own. Whether or not you plan to attend the Extra Space or Life Storage special meeting, please authorize a proxy to vote your shares as promptly as possible to make sure that your shares of Extra Space or Life Storage common stock are represented at the Extra Space or Life Storage special meeting, as applicable. Please review this joint proxy statement/prospectus for more complete information regarding the mergers and the Extra Space and Life Storage special meetings.

The Extra Space board of directors unanimously recommends that the Extra Space stockholders vote FOR the Extra Space common stock issuance proposal, which approval is necessary to complete the mergers.

The Life Storage board of directors unanimously recommends that the Life Storage stockholders vote FOR the Life Storage merger proposal, which approval is necessary to complete the mergers.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the mergers or the securities to be issued under this joint proxy statement/prospectus or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [    ], 2023, and is first being mailed to Extra Space stockholders and Life Storage stockholders on or about [    ], 2023.

EXTRA SPACE STORAGE INC.

2795 East Cottonwood Parkway, Suite 300

Salt Lake City, Utah 84121

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [    ], 2023

To the Stockholders of Extra Space Storage Inc.:

A special meeting of the stockholders of Extra Space Storage Inc., a Maryland corporation, which we refer to as “Extra Space,” will be conducted via a virtual live webcast on [    ], 2023, commencing at [    ], Mountain Time, which we refer to as the “Extra Space special meeting.” The Extra Space special meeting will be held in a virtual format only. The link for the virtual live webcast is www.virtualshareholdermeeting.com/EXR2023SM. To be admitted to the Extra Space special meeting, you must enter the control number found on your proxy card or voting instruction form or notice you previously received. You may vote during the Extra Space special meeting by following the instructions available on the meeting website during the meeting. At the Extra Space special meeting, Extra Space stockholders will be asked to consider and vote upon the following matters:

Extra Space does not expect to transact any other business at the Extra Space special meeting or any postponement or adjournment thereof. Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the Extra Space special meeting. The board of directors of Extra Space, which we refer to as the “Extra Space board,” has fixed the close of business on [    ], 2023 as the record date for the determination of Extra Space’s stockholders entitled to receive notice of, and to vote at, the Extra Space special meeting and any postponements or adjournments of the Extra Space special meeting. Only holders of record of shares of Extra Space common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the Extra Space special meeting.

Assuming a quorum is present, approval of the Extra Space common stock issuance proposal requires the affirmative vote of a majority of the votes cast by the holders of Extra Space common stock on such proposal. The mergers cannot be completed without the approval by Extra Space’s stockholders of the Extra Space common stock issuance proposal.

Assuming a quorum is present, approval of the Extra Space adjournment proposal requires the affirmative vote of a majority of the votes cast by the holders of Extra Space common stock on such proposal.

The Extra Space board has unanimously approved the merger agreement, the mergers and the other transactions contemplated by the merger agreement and unanimously recommends that the Extra Space stockholders vote FOR the Extra Space common stock issuance proposal and FOR the Extra Space adjournment proposal.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the Extra Space special meeting, please authorize a proxy to vote your shares as promptly as possible to make sure that your shares are represented at the Extra Space special meeting. If Extra Space stockholders of record return properly executed proxies but do not indicate how their shares of Extra Space common stock should be voted on a proposal, the shares of Extra Space common stock represented by their properly executed proxy will be voted as the Extra Space board recommends and, therefore, FOR the Extra Space common stock issuance proposal and FOR the Extra Space adjournment proposal. Even if you plan to attend the Extra Space special meeting virtually, we urge you to submit your proxy as promptly as possible by (i) accessing the Internet website specified on your proxy card, (ii) calling the toll-free number specified on your proxy card, or (iii) completing, signing, dating and returning the enclosed proxy card in the accompanying postage-paid envelope prior to the Extra Space special meeting to ensure that your shares will be represented and voted at the Extra Space special meeting.

If your shares of Extra Space common stock are held in “street name” by your broker or other nominee, please follow the directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to vote your shares of Extra Space common stock. If you do not provide voting instructions to your broker or other nominee, your broker or other nominee may not vote such shares with respect to any of the proposals being voted on at the Extra Space special meeting.    

You may revoke your proxy at any time before it is exercised at the Extra Space special meeting. Please review the joint proxy statement/prospectus accompanying this notice for more complete information regarding the company merger, the other transactions contemplated by the merger agreement and the Extra Space special meeting.

This notice and the enclosed joint proxy statement/prospectus are first being mailed to Extra Space stockholders on or about [    ], 2023.

LIFE STORAGE, INC.

6467 Main Street

Williamsville, New York 14221

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [    ], 2023

To the Stockholders of Life Storage, Inc.:

A special meeting of the stockholders of Life Storage, Inc., a Maryland corporation, which we refer to as “Life Storage,” will be conducted via a virtual live webcast on [    ], 2023, commencing at [    ], Eastern Time, which we refer to as the “Life Storage special meeting.” The Life Storage special meeting will be held in a virtual format only. The link for the virtual live webcast is www.virtualshareholdermeeting.com/LSI2023SM. To be admitted to the Life Storage special meeting, you must enter the control number found on your proxy card or voting instruction form. You may vote during the Life Storage special meeting by following the instructions available on the meeting website during the meeting. At the Life Storage special meeting, Life Storage stockholders will be asked to consider and vote upon the following matters:

Life Storage does not expect to transact any business other than as set forth above at the Life Storage special meeting or any postponement or adjournment thereof. Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the Life Storage special meeting. The board of directors of Life Storage, which we refer to as the “Life Storage board,” has fixed the close of business on [    ], 2023 as the record date for the determination of Life Storage stockholders entitled to receive notice of, and to vote at, the Life Storage special meeting and any postponements or adjournments of the Life Storage special meeting. Only holders of record of shares of Life Storage common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the Life Storage special meeting.

Approval of the Life Storage merger proposal requires the affirmative vote of holders of two-thirds of the outstanding shares of Life Storage common stock entitled to vote on such proposal. If a Life Storage stockholder does not vote on the Life Storage merger proposal, it will have the same effect as a vote by such holder against the proposal. The mergers cannot be completed without the approval by Life Storage stockholders of the Life Storage merger proposal.

Assuming a quorum is present, approval of the Life Storage compensation proposal requires the affirmative vote of a majority of the votes cast on such proposal.

Assuming a quorum is present, approval of the Life Storage adjournment proposal requires the affirmative vote of a majority of the votes cast on such proposal.

The Life Storage board has unanimously approved the merger agreement, the mergers and the other transactions contemplated by the merger agreement and unanimously recommends that the Life Storage stockholders vote FOR the Life Storage merger proposal, FOR the Life Storage compensation proposal and FOR the Life Storage adjournment proposal.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the Life Storage special meeting, please authorize a proxy to vote your shares as promptly as possible to make sure that your shares are represented at the Life Storage special meeting. If Life Storage stockholders of record return properly executed proxies but do not indicate how their shares of Life Storage common stock should be voted on a proposal, the shares of Life Storage common stock represented by their properly executed proxy will be voted as the Life Storage board recommends and, therefore, FOR the Life Storage merger proposal, FOR the Life Storage compensation proposal and FOR the Life Storage adjournment proposal. Even if you plan to attend the Life Storage special meeting virtually, we urge you to submit your proxy as promptly as possible by (i) accessing the Internet website specified on your proxy card, (ii) calling the toll-free number specified on your proxy card, or (iii) completing, signing, dating and returning the enclosed proxy card in the accompanying postage-paid envelope prior to the Life Storage special meeting to ensure that your shares will be represented and voted at the Life Storage special meeting.

If your shares of Life Storage common stock are held in “street name” by your broker or other nominee, please follow the directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to vote your shares of Life Storage common stock. If you do not provide voting instructions to your broker or other nominee, your broker or other nominee may not vote such shares with respect to any of the proposals being voted on at the Life Storage special meeting.

You may revoke your proxy at any time before it is exercised at the Life Storage special meeting. Please review the joint proxy statement/prospectus accompanying this notice for more complete information regarding the company merger, the other transactions contemplated by the merger agreement and the Life Storage special meeting.

This notice and the enclosed joint proxy statement/prospectus are first being mailed to Life Storage stockholders on or about [    ], 2023.

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Extra Space and Life Storage from other documents that are not included in or delivered with this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information and Incorporation by Reference” beginning on page 188 of this joint proxy statement/prospectus.

Documents incorporated by reference are also available to Extra Space stockholders and Life Storage stockholders without charge upon written or oral request. You can obtain any of these documents by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers.

To receive timely delivery of the requested documents in advance of the applicable special meeting, you should make your request no later than [    ], 2023.

ABOUT THIS DOCUMENT

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed by Extra Space (File No. 333-[    ]) with the Securities and Exchange Commission, which we refer to as the “SEC,” constitutes a prospectus of Extra Space for purposes of the Securities Act of 1933, as amended, with respect to the shares of Extra Space common stock to be issued to Life Storage stockholders in exchange for shares of Life Storage common stock and to holders of Life Storage equity-based awards pursuant to the merger agreement. This joint proxy statement/prospectus also constitutes a joint proxy statement for Extra Space and Life Storage for purposes of the Securities Exchange Act of 1934, as amended. In addition, it constitutes a notice of meeting with respect to the Extra Space and Life Storage special meetings.

You should rely only on the information contained or incorporated by reference in this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [    ], 2023. You should not assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate as of any date other than that date or the date of such incorporated information. Neither our mailing of this joint proxy statement/prospectus to Extra Space stockholders or Life Storage stockholders nor the issuance by Extra Space of shares of its common stock to Life Storage stockholders or holders of Life Storage equity-based awards pursuant to the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding Extra Space has been provided by Extra Space, and information contained in this joint proxy statement/prospectus regarding Life Storage has been provided by Life Storage.

TABLE OF CONTENTS

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DEFINED TERMS

The following terms are used throughout this joint proxy statement/prospectus. Unless stated otherwise, the terms set forth below, whenever used in this joint proxy statement/prospectus, have the following meanings:

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QUESTIONS AND ANSWERS

The following are answers to some questions that Extra Space stockholders and Life Storage stockholders may have regarding the proposed combination of Extra Space and Life Storage. Extra Space and Life Storage urge you to read carefully this entire joint proxy statement/prospectus, including the Annexes, and the documents incorporated by reference into this joint proxy statement/prospectus, because the information in this section does not provide all the information that might be important to you.

Q: What is the proposed transaction?

Q: What will happen in the proposed transaction?

At the partnership merger effective time, (i) the general partner interests in Life Storage OP owned by Life Storage OP GP as of immediately prior to the partnership merger effective time will be converted into one Life Storage OP common unit, and Life Storage OP GP will continue to be the sole general partner of Life Storage OP following the partnership merger effective time, (ii) the Life Storage OP common units owned by the Surviving Entity as of immediately prior to the partnership merger effective time will be converted into 99 Life Storage OP common units, and (iii) each Life Storage OP common unit held by a Minority Limited Partner that is issued and outstanding immediately prior to the partnership merger effective time will automatically be converted into 0.895 of a new validly issued Extra Space OP common unit (with each Minority Limited Partner’s Extra Space OP common units rounded up to the nearest whole Extra Space OP common unit), and each holder of such Life Storage OP common units will be admitted as a limited partner of Extra Space OP. No fractional new Extra Space OP common units will be issued.

See the section entitled “The Merger Agreement—Merger Consideration; Effects of the Mergers” beginning on page 117 of this joint proxy statement/prospectus for detailed descriptions of the merger consideration and treatment of securities. See also the section entitled “The Merger Agreement—Merger Consideration; Effects of the Mergers—Life Storage Equity-Based Awards” beginning on page 119 of this joint proxy statement/prospectus for detailed descriptions of the treatment of Life Storage equity-based awards in the mergers.

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Extra Space and Life Storage will each hold a meeting of its respective stockholders to obtain such approval and to consider other proposals as described elsewhere in this joint proxy statement/prospectus.

This joint proxy statement/prospectus contains important information about the company merger and the other proposals being voted on at the Extra Space special meeting and the Life Storage special meeting and you should read it carefully. The enclosed voting materials allow you to authorize a proxy to vote your Extra Space common stock or Life Storage common stock, as applicable, without attending the special meeting.

Your vote is important. You are encouraged to submit your proxy as promptly as possible.

At the Life Storage special meeting, Life Storage stockholders will be asked to consider and vote upon the following additional proposals:

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The executive officers of Extra Space immediately prior to the company merger effective time will continue to serve as the executive officers of the Combined Company, with Joseph D. Margolis continuing to serve as the Chief Executive Officer of the Combined Company.

The merger agreement permits Extra Space to pay (i) regular quarterly dividends on shares of Extra Space common stock at a rate not to exceed $1.62 per share of Extra Space common stock per quarter, (ii) the regular distributions that are required to be made in respect of the Extra Space OP common units in connection with any dividends paid on the shares of Extra Space common stock under the Extra Space OP partnership agreement, and (iii) distributions to the extent required for Extra Space to maintain its REIT qualification under the Code and/or to avoid or reduce the imposition of United States federal income or excise tax.

The merger agreement permits Life Storage to pay (i) regular quarterly dividends on shares of Life Storage common stock at a rate not to exceed $1.20 per share of Life Storage common stock per quarter, (ii) the regular distributions that are required to be made in respect of the Life Storage OP common units in connection with any permitted dividends paid on the shares of Life Storage common stock under the Life Storage OP partnership agreement, and (iii) distributions to the extent required for Life Storage to maintain its REIT qualification under the Code and/or to avoid or reduce the imposition of United States federal income or excise tax.

Life Storage has agreed that the record and payment dates for its quarterly dividends will be set to be the same dates as those of Extra Space. Without limiting the foregoing, the timing of quarterly dividends will be coordinated by Extra Space and Life Storage so that if either Extra Space stockholders or Life Storage stockholders receive a dividend for any particular quarter between January 1, 2023, and the partnership merger effective time, the stockholders of the other entity will also receive a dividend for that quarter between January 1, 2023 and the partnership merger effective time.

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The Extra Space special meeting will be conducted via a virtual live webcast on [    ], 2023, commencing at [            ], Mountain Time. The link for the virtual live webcast is www.virtualshareholdermeeting.com/EXR2023SM. To be admitted to the Extra Space special meeting, you must enter the control number found on your proxy card or voting instruction form or notice you previously received. You may vote during the Extra Space special meeting by following the instructions available on the meeting website during the meeting.

The Life Storage special meeting will be conducted via a virtual live webcast on [    ], 2023, commencing at [    ], Eastern Time. The link for the virtual live webcast is www.virtualshareholdermeeting.com/LSI2023SM. To be admitted to the Life Storage special meeting, you must enter the control number found on your proxy card or voting instruction form. You may vote during the Life Storage special meeting by following the instructions available on the meeting website during the meeting.

If you hold Extra Space common stock in the name of a broker, bank or nominee, please follow the voting instructions provided by your broker, bank or nominee to ensure that your shares are represented at your special meeting.

Life Storage. If you are a holder of record of Life Storage common stock as of the record date for the Life Storage special meeting, you may vote by proxy by:

If you hold shares of Life Storage common stock in the name of a broker, bank or nominee, please follow the voting instructions provided by your broker, bank or nominee to ensure that your shares are represented at your special meeting.

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All holders of record of Life Storage common stock as of the close of business on [    ], 2023, the record date for determining stockholders entitled to notice of and to vote at the Life Storage special meeting, are entitled to receive notice of and to vote at the Life Storage special meeting. As of the close of business on the record date, there were [    ] shares of Life Storage common stock outstanding and entitled to vote at the Life Storage special meeting, held by approximately [    ] holders of record. Each outstanding share of Life Storage common stock is entitled to one vote on each proposal presented at the Life Storage special meeting.

For the Life Storage special meeting, to constitute a quorum, there must be present in person or by proxy holders of Life Storage common stock entitled to cast a majority of all the votes entitled to be cast at the Life Storage special meeting. If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for purpose of determining whether a quorum is present at the Life Storage special meeting. If your shares are held in “street name” by your broker or other nominee and you do not tell the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Life Storage special meeting.

Extra Space special meeting proposals:

Life Storage special meeting proposals:

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The Extra Space board recommends that Extra Space stockholders vote FOR the Extra Space common stock issuance proposal and FOR the Extra Space adjournment proposal. For a more complete description of the recommendation of the Extra Space board, see the section entitled “The Mergers—Recommendation of the Extra Space Board of Directors and Its Reasons for the Mergers” beginning on page 64 of this joint proxy statement/prospectus.

The Life Storage board recommends that Life Storage stockholders vote FOR the Life Storage merger proposal, FOR the Life Storage compensation proposal and FOR the Life Storage adjournment proposal. For a more complete description of the recommendation of the Life Storage board, see the section entitled “The Mergers—Recommendation of the Life Storage Board of Directors and Its Reasons for the Mergers” beginning on page 66 of this joint proxy statement/prospectus.

For a description of these interests, see the section entitled “The Mergers—Interests of Life Storage’s Directors and Executive Officers in the Mergers” beginning on page 102 of this joint proxy statement/prospectus.

If you are a Life Storage stockholder, failure to vote, abstentions and broker non-votes will have the same effect as votes AGAINST the Life Storage merger proposal. Failure to vote, abstentions and broker non-votes will have no effect on the Life Storage compensation proposal or the Life Storage adjournment proposal, in each case assuming a quorum is present.

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At the Extra Space special meeting: FOR the Extra Space common stock issuance proposal and FOR the Extra Space adjournment proposal.

At the Life Storage special meeting: FOR the Life Storage merger proposal, FOR the Life Storage compensation proposal and FOR the Life Storage adjournment proposal.

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If your Extra Space common stock or Life Storage common stock, as applicable, is held in an account at a broker or other nominee and you desire to change your vote or vote virtually, you should contact your broker or other nominee for instructions on how to do so.

If you encounter any difficulties accessing the virtual live webcast for the Life Storage special meeting during the check-in or meeting time, please call the technical support number that will be posted on the meeting website log-in page at www.virtualshareholdermeeting.com/LSI2023SM for the Life Storage special meeting.

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RISK FACTORS

In addition to the other information included in this joint proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 31 of this joint proxy statement/prospectus, you should carefully consider the following risks before deciding how to vote your shares of Extra Space common stock or Life Storage common stock. In addition, you should read and consider the risks associated with each of the businesses of Extra Space and Life Storage because these risks will also affect the Combined Company. These risks can be found in the respective Annual Reports on Form 10-K for the year ended December 31, 2022, and subsequent Quarterly Reports on Form 10-Q of Extra Space and Life Storage, each of which is filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information and Incorporation by Reference” beginning on page 188 of this joint proxy statement/prospectus.

Risks Related to the Mergers

The exchange ratio is fixed and will not be adjusted in the event of any change in the stock prices of either Extra Space or Life Storage.

Upon the closing of the company merger, each outstanding share of Life Storage common stock (other than shares of Life Storage common stock owned by any of the Life Storage parties or any wholly owned subsidiary of Life Storage and each share of Life Storage common stock owned by any of the Extra Space parties or any of their respective wholly owned subsidiaries) will be converted into the right to receive 0.895 of a share of Extra Space common stock, with cash paid in lieu of any fractional shares, without interest. The exchange ratio of 0.895 was fixed in the merger agreement and, except for certain adjustments on account of changes in the capitalization of Extra Space or Life Storage, will not be adjusted for changes in the market prices of shares of either Extra Space common stock or Life Storage common stock. Changes in the market price of shares of Extra Space common stock prior to the closing of the company merger will affect the market value of the merger consideration that Life Storage stockholders will be entitled to receive upon completion of the company merger. Stock price changes may result from a variety of factors (many of which are beyond the control of either Extra Space or Life Storage), including the following factors:

The market price of shares of Extra Space common stock at the closing of the mergers may vary from its price on the date the merger agreement was executed, on the date of this joint proxy statement/prospectus, on the date of the Extra Space special meeting and on the date of the Life Storage special meeting. As a result, the

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market value of the merger consideration represented by the exchange ratio will also vary. For example, based on the range of trading prices of shares of Extra Space common stock during the period after March 31, 2023, the last trading day before Life Storage and Extra Space announced the merger agreement, through May 22, 2023, the exchange ratio represented a market value ranging from $131.80 to $147.39 per share.

If the market price of shares of Extra Space common stock increases between the date the merger agreement was signed, the date of this joint proxy statement/prospectus, the date of the Extra Space special meeting or the date of the Life Storage special meeting and the date of the closing of the mergers, Life Storage stockholders could receive shares of Extra Space common stock that have a market value upon completion of the mergers that is greater than the market value of such shares calculated pursuant to the exchange ratio on the date the merger agreement was signed, the date of the joint proxy statement/prospectus, the date of the Extra Space special meeting or the date of the Life Storage special meeting, respectively. Conversely, if the market price of shares of Extra Space common stock declines between the date the merger agreement was signed, the date of this joint proxy statement/prospectus, the date of the Extra Space special meeting or the date of the Life Storage special meeting and the closing of the mergers, Life Storage stockholders could receive shares of Extra Space common stock that have a market value upon the closing of the mergers that is less than the market value of such shares calculated pursuant to the exchange ratio on the date the merger agreement was signed, the date of this joint proxy statement/prospectus, the date of the Extra Space special meeting or the date of the Life Storage special meeting, respectively. Furthermore, at the time of the Extra Space special meeting and the Life Storage special meeting, Extra Space stockholders and Life Storage stockholders will not know with certainty the value of the Extra Space common stock that Life Storage stockholders will receive upon completion of the mergers.

Therefore, while the number of shares of Extra Space common stock to be issued per share of Life Storage common stock is fixed, Extra Space stockholders and Life Storage stockholders cannot be sure of the market value of the merger consideration Life Storage stockholders will receive upon the closing of the mergers.

Holders of Extra Space common stock and Life Storage common stock will have a reduced ownership and voting interest in the Combined Company after the mergers and will exercise less influence over management.

The mergers will result in Extra Space stockholders and Life Storage stockholders having an ownership stake in the Combined Company that is smaller than their current stake in Extra Space and Life Storage, respectively, as of immediately prior to the mergers. Upon completion of the mergers, based on the number of shares of Extra Space common stock and Life Storage common stock outstanding on May 18, 2023, we estimate that continuing Extra Space stockholders will own approximately 65% of the issued and outstanding common stock of the Combined Company, and former Life Storage stockholders will own approximately 35% of the issued and outstanding common stock of the Combined Company. Consequently, Extra Space stockholders and Life Storage stockholders, as a general matter, will have less influence over the management and policies of the Combined Company after the company merger effective time than they currently exercise over the management and policies of Extra Space and Life Storage, respectively.

Completion of the mergers is subject to many conditions, and if these conditions are not satisfied or waived, the mergers will not be completed, which could result in a requirement that Extra Space or Life Storage pay certain termination fees.

The consummation of the mergers is subject to certain conditions, including (i) the approval of the company merger by the affirmative vote of the holders of two-thirds of the outstanding shares of Life Storage common stock entitled to vote on such matter, (ii) the approval of the Extra Space common stock issuance by the affirmative vote of a majority of the votes cast by the holders of Extra Space common stock, (iii) the shares of Extra Space common stock to be issued in the company merger having been approved for listing on the NYSE, (iv) the Form S-4 (of which this joint proxy statement/prospectus forms a part) having been declared effective, (v) the absence of any temporary restraining order, injunction or other order, decree or judgment being issued by any governmental authority and no law being enacted, which would have the effect of making illegal or

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otherwise prohibiting the consummation of the mergers, (vi) the receipt of certain legal opinions by Extra Space and Life Storage and (vii) other customary conditions specified in the merger agreement. See the section entitled “The Merger Agreement—Conditions to Completion of the Mergers” beginning on page 143 of this joint proxy statement/prospectus.

There can be no assurance that the conditions to the closing of the mergers will be satisfied or waived or that the mergers will be completed. Failure to consummate the mergers may adversely affect Extra Space’s or Life Storage’s results of operations and business prospects for the following reasons, among others: (i) each of Extra Space and Life Storage have incurred and will incur certain transaction costs, regardless of whether the proposed mergers close, which could adversely affect its financial condition, results of operations and ability to make distributions to its stockholders; and (ii) the proposed mergers, whether or not they close, will divert the attention of certain of each of Extra Space’s and Life Storage’s management and other key employees from ongoing business activities, including the pursuit of other opportunities that could be beneficial to Extra Space and Life Storage, respectively. In addition, Life Storage or Extra Space may terminate the merger agreement under certain circumstances, including, among other reasons, if the mergers are not completed by December 31, 2023.

If the merger agreement is terminated under certain circumstances specified in the merger agreement, Extra Space may be required to pay Life Storage a termination fee of $761 million and/or reimburse Life Storage’s transaction expenses up to an amount equal to $20 million, or Life Storage may be required to pay Extra Space a termination fee of $371 million and/or reimburse Extra Space’s transaction expenses up to an amount equal to $20 million. If the mergers are not consummated, the price of Extra Space common stock or Life Storage common stock might decline.

Failure to complete the mergers could negatively impact the stock prices and the future business and financial results of Extra Space or Life Storage.

If the mergers are not completed, the ongoing business of Extra Space or Life Storage could be materially adversely affected and without realizing any of the benefits of having completed the mergers, Extra Space and Life Storage will be subject to a variety of risks associated with the failure to complete the mergers, including the following:

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If the mergers are not completed, these risks could materially affect the business, financial results and share price of Extra Space or Life Storage. In addition, if the mergers are not completed, Extra Space or Life Storage could be subject to litigation related to any failure to complete the mergers or related to any enforcement proceeding commenced against Extra Space or Life Storage to perform its obligations under the merger agreement. The materialization of any of these risks could adversely impact Extra Space’s or Life Storage’s ongoing business.

The pendency of the mergers could adversely affect the business and operations of Extra Space or Life Storage.

Prior to the effective time of the mergers, some customers, prospective customers or vendors of Extra Space or Life Storage may delay or defer decisions, which could negatively affect the revenues, earnings, cash flows and expenses of Extra Space or Life Storage, regardless of whether the mergers are completed. Similarly, current and prospective employees of Life Storage may experience uncertainty about their future roles with the Combined Company following the mergers, which may materially adversely affect the ability of Life Storage to attract and retain key personnel during the pendency of the mergers. In addition, third-party owners of stores which Extra Space or Life Storage manage may cancel their management agreements, which could negatively affect Extra Space’s or Life Storage’s revenues, earnings, cash flows and expenses, regardless of whether the mergers are completed as well as negatively affect the financial position of the Combined Company. Further, due to operating restrictions in the merger agreement, Extra Space and Life Storage may be unable, during the pendency of the mergers, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial.

The merger agreement contains provisions that could make it difficult for a third party to acquire all or a significant portion of Extra Space or Life Storage prior to the mergers.

Pursuant to the merger agreement, each of Extra Space and Life Storage has agreed not to (i) solicit proposals relating to certain alternative transactions, (ii) engage in discussions or negotiations or provide non-public information in connection with any proposal for an alternative transaction from a third party or (iii) approve or enter into any agreements providing for any such alternative transaction, in each case, subject to certain exceptions to permit members of the Extra Space board and the Life Storage board to comply with their duties under applicable law. Notwithstanding these “no-shop” restrictions, prior to obtaining the Extra Space stockholder approval or the Life Storage stockholder approval, as applicable, under specified circumstances the Extra Space board or the Life Storage board, respectively, may change its recommendation of the transaction, and Life Storage may also terminate the merger agreement to accept a superior proposal upon payment of the termination fee described below.

The merger agreement provides that, in connection with the termination of the merger agreement under specified circumstances, Extra Space may be required to pay to Life Storage a termination fee of $761 million and/or reimburse Life Storage’s transaction expenses up to an amount equal to $20 million and Life Storage may be required to pay to Extra Space a termination fee of $371 million and/or reimburse Extra Space’s transaction expenses up to an amount equal to $20 million. See the sections entitled “The Merger Agreement—Covenants and Agreements—No Solicitation of Acquisition Proposals” and “The Merger Agreement—Termination of the Merger Agreement—Termination Fees and Expenses” beginning on pages 135 and 147 of this joint proxy statement/prospectus, respectively.

These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Extra Space or Life Storage from considering or proposing such an acquisition, even if the potential competing acquirer was prepared to pay consideration with a higher per share value than the value proposed to be received or realized in the mergers, or might result in a potential competing acquirer proposing to pay a lower per share value than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances under the merger agreement.

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If the merger agreement is terminated and Extra Space or Life Storage determines to seek another business combination, Extra Space or Life Storage, respectively, may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the mergers contemplated by the merger agreement.

If the mergers are not consummated by December 31, 2023, either Extra Space or Life Storage may terminate the merger agreement.

Either Extra Space or Life Storage may terminate the merger agreement if the mergers have not been consummated by December 31, 2023. However, this termination right will not be available to a party if that party failed to comply with the merger agreement and that failure was the primary cause of, or resulted in, the failure to consummate the mergers on or before December 31, 2023. See the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 146 of this joint proxy statement/prospectus.

Some of the directors and executive officers of Life Storage have interests in the mergers that are different from, or in addition to, those of the other Life Storage stockholders.

In considering whether to approve the company merger and the other transactions contemplated by the merger agreement, Life Storage stockholders should recognize that members of management and the Life Storage board have interests in the mergers that differ from, or are in addition to, the interests of other Life Storage stockholders. Some of the directors and executive officers of Life Storage have arrangements that provide them with interests in the mergers that are different from, or in addition to, those generally of the Life Storage stockholders. These interests, among other things, may influence or may have influenced the directors and executive officers of Life Storage to support or approve the company merger and the other transactions contemplated by the merger agreement. See the section entitled “The Mergers—Interests of Life Storage’s Directors and Executive Officers in the Mergers” beginning on page 102 of this joint proxy statement/prospectus.

If the company merger and the deemed liquidation, taken together, do not qualify as a reorganization, there may be adverse tax consequences.

The company merger and the deemed liquidation, taken together, are intended to qualify as a reorganization within the meaning of Section 368(a) of the Code. It is a condition to the completion of the mergers that Extra Space and Life Storage receive written opinions from their respective counsel to the effect that the company merger and the deemed liquidation, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Code. The foregoing opinions, however, are limited to the factual representations provided by Extra Space and Life Storage to counsel and the assumptions set forth therein, and are not a guarantee that the company merger and the deemed liquidation, taken together, in fact, will qualify as a reorganization. Furthermore, such opinions are not binding on the IRS. Neither Life Storage nor Extra Space has requested or plans to request a ruling from the IRS that the company merger and the deemed liquidation, taken together, qualify as a reorganization. If the company merger and the deemed liquidation, taken together, were to fail to qualify as a reorganization, then each United States holder of shares of Life Storage common stock generally would recognize gain or loss, as applicable, equal to the difference between (i) the sum of the fair market value of the shares of Extra Space common stock and cash in lieu of any fractional share of Extra Space common stock received by such holder in the company merger; and (ii) such holder’s adjusted tax basis in its shares of Life Storage common stock.

An adverse outcome in any litigation or other legal proceedings relating to the merger agreement, or the transactions contemplated thereby, could have a material adverse impact on the businesses of Extra Space and Life Storage or their ability to consummate the transactions contemplated by the merger agreement.

Transactions like the mergers are frequently the subject of litigation, stockholder demands, or other legal proceedings, including actions alleging that either party’s board of directors breached their respective duties to

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their stockholders or other equity holders by entering into the merger agreement, by failing to obtain a greater value in the transaction for their stockholders or other equity holders or otherwise, or any other claims (contractual or otherwise) arising out of the mergers or the transactions related thereto, including such proceedings described in this joint proxy statement/prospectus. With respect to these proceedings, and any other litigation or other legal proceedings that are brought against Extra Space, Life Storage or their respective boards of directors or subsidiaries in connection with the merger agreement, or the transactions contemplated thereby, the respective parties to the proceeding intend to defend against any such claims made therein but they might not be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on the parties’ ability to consummate the mergers in a timely manner, or at all, or their respective business, results of operation or financial position, including through the possible diversion of either company’s resources or distraction of key personnel.

The opinions of the financial advisors of Extra Space and Life Storage will not reflect changes in circumstances between the date of such opinions and completion of the mergers.

Extra Space and Life Storage have not obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus and do not expect to receive updated opinions prior to completion of the mergers. Changes in the operations and prospects of Extra Space or Life Storage, general market and economic conditions and other factors that may be beyond the control of Extra Space or Life Storage, and on which the opinions of the financial advisors were based, may significantly alter the value of Extra Space or Life Storage or the prices of shares of Extra Space common stock or Life Storage common stock by the time the mergers are completed. The opinions do not speak as of the time the mergers will be completed or as of any date other than the date of such opinions. Because the financial advisors of Extra Space and Life Storage will not be updating their opinions, the opinions will not address the fairness of the merger consideration or the exchange ratio, as the case may be, from a financial point of view at the time the mergers are completed. The Extra Space board’s recommendation that the Extra Space stockholders vote “FOR” the proposals being submitted to the Extra Space stockholders and the Life Storage board’s recommendation that Life Storage stockholders vote “FOR” the proposals being submitted to Life Storage stockholders, however, are made as of the date of this joint proxy statement/prospectus. For a description of the opinions that Extra Space and Life Storage received from their respective financial advisors, see the sections entitled “The Mergers—Opinion of Extra Space’s Financial Advisor” and “The Mergers—Opinions of Life Storage’s Financial Advisors” beginning on pages 71 and 79 of this joint proxy statement/prospectus, respectively.

Risks Related to the Combined Company Following the Mergers

The Combined Company expects to incur substantial expenses related to the mergers.

The Combined Company expects to incur substantial expenses in connection with completing the mergers and integrating the operations and systems of Life Storage with those of Extra Space. While Extra Space has assumed that a certain level of expenses would be incurred, there are a number of factors beyond its control that could affect the total amount or the timing of the Combined Company’s expenses relating to the completion of the mergers and the Combined Company’s operations. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. As a result, the expenses associated with the mergers could, particularly in the near term, reduce the savings that the Combined Company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the integration of the operations of Life Storage following the completion of the mergers.

Following the mergers, the Combined Company may be unable to integrate the operations of Extra Space and Life Storage successfully and realize the anticipated synergies and other benefits of the mergers or do so within the anticipated time frame.

The mergers involve the combination of two companies that currently operate as independent public companies and their respective operating partnerships. The Combined Company is expected to benefit from the

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elimination of duplicative costs associated with supporting a public company platform and the leveraging of state-of-the-art technology and systems. However, the Combined Company will be required to devote significant management attention and resources to integrating the operations of Extra Space and Life Storage. Potential difficulties the Combined Company may encounter in the integration process include the following:

For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of the Combined Company’s management, the disruption of the Combined Company’s ongoing business or inconsistencies in the Combined Company’s operations, services, standards, controls, procedures and policies, any of which could adversely affect the ability of the Combined Company to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of the mergers, or could otherwise adversely affect the business and financial results of the Combined Company.

The Combined Company’s anticipated level of indebtedness may increase upon completion of the mergers and may increase the related risks Extra Space now faces.

In connection with the mergers, the Combined Company may assume and/or refinance certain indebtedness of Life Storage and, as a result, may be subject to increased risks associated with debt financing. Extra Space may raise additional capital or refinance certain of its indebtedness in connection with refinancing Life Storage’s indebtedness, including by amending the Extra Space credit facility or issuing additional debt. The Combined Company may incur substantial expenses in connection with assuming and/or refinancing the indebtedness of Life Storage and/or Extra Space.

As of March 31, 2023, Extra Space had indebtedness of approximately $7.3 billion. After giving effect to the mergers, the Combined Company’s total pro forma consolidated indebtedness will increase. Taking into account Extra Space’s existing indebtedness and the assumption of Life Storage’s debt in the mergers, the Combined Company’s pro forma consolidated indebtedness as of March 31, 2023, after giving effect to the mergers, would be approximately $10.5 billion.

The Combined Company’s increased indebtedness could have important consequences to holders of its common stock, including Life Storage stockholders that receive Extra Space common stock in the company merger, including:

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A breach of the covenants under the agreements that govern the terms of any of the Combined Company’s indebtedness could result in an event of default under the applicable indebtedness. Such a default may allow the applicable creditors to foreclose on any collateral for such debt, accelerate the related debt, and/or terminate any related commitments to extend further credit and may result in a default under or the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In the event debtholders accelerate the repayment of the Combined Company’s indebtedness, the Combined Company may not have sufficient resources to repay such indebtedness.

The future results of the Combined Company will suffer if the Combined Company does not effectively manage its expanded operations following the mergers.

Following the mergers, the Combined Company expects to continue to expand its operations through additional acquisitions and development of properties, management of stores owned by third-parties and the Extra Space bridge loan program, some of which may involve complex challenges. The future success of the Combined Company will depend, in part, upon the ability of the Combined Company to manage its expansion opportunities, which may pose substantial challenges for the Combined Company to integrate new operations into its existing business in an efficient and timely manner, and upon its ability to successfully monitor its operations, costs, regulatory compliance and service quality, and to maintain other necessary internal controls. In addition, third-parties may cancel management agreements with the Combined Company. There is no assurance that the Combined Company’s expansion or acquisition opportunities will be successful, or that the Combined Company will be able to retain management of third-party stores or otherwise realize its expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.

Counterparties to certain significant agreements with Life Storage may exercise contractual rights under such agreements in connection with the mergers.

Life Storage is a party to certain agreements that give the counterparty certain rights following a “change in control,” including in some cases the right to terminate the agreement or to require Life Storage to offer to redeem or repay certain indebtedness of Life Storage. Under some such agreements, the mergers may constitute a change in control, and therefore the counterparty may exercise certain rights under the agreement upon the closing of the mergers. Any such counterparty may request modifications of their respective agreements as a condition to granting a waiver or consent under their agreement. The pursuit of such rights by the counterparties may result in the Combined Company suffering a loss of potential future revenue or incurring liabilities and may result in the loss of rights that are material to the Combined Company’s business. There can be no assurances that such counterparties will not exercise their rights under these agreements, including termination rights or rights to require the repayment of Life Storage’s indebtedness where available, or that the exercise of any such rights under, or modification of, these agreements will not adversely affect the business or operations of the Combined Company.

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Risks Related to an Investment in the Combined Company Common Stock Following the Mergers

The market price and trading volume of the Combined Company common stock may be volatile.

The Combined Company’s common stock may experience significant price and volume fluctuations, and investors in shares of the Combined Company common stock may experience a decrease in the value of their shares, including decreases unrelated to the Combined Company’s operating performance or prospects. Extra Space and Life Storage cannot assure you that the market price of the Combined Company common stock will not fluctuate or decline significantly in the future.

In addition to the risks listed in this “Risk Factors” section, a number of factors could negatively affect the Combined Company’s share price or result in fluctuations in the price or trading volume of the Combined Company common stock, including:

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In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert the Combined Company’s management’s attention and resources, which could have a material adverse effect on the Combined Company’s cash flows, its ability to execute its business strategy and the Combined Company’s ability to make distributions to its stockholders.

The market price of shares of the common stock of the Combined Company may be affected by factors different from those affecting the prices of shares of Extra Space common stock or Life Storage common stock before the mergers.

The results of operations of the Combined Company, as well as the market price of the common stock of the Combined Company, after the mergers may be affected by other factors in addition to those currently affecting Extra Space’s or Life Storage’s results of operations and the market prices of Extra Space common stock and Life Storage common stock. These factors include:

Accordingly, the historical market prices and financial results of Extra Space and Life Storage may not be indicative for the Combined Company after the mergers. For a discussion of the businesses of Extra Space and Life Storage and certain risks to consider in connection with investing in those businesses, see the documents incorporated by reference by Extra Space and Life Storage into this joint proxy statement/prospectus referred to in the section entitled “Where You Can Find More Information and Incorporation by Reference” beginning on page 188 of this joint proxy statement/prospectus.

The market price of the Combined Company common stock may decline as a result of the mergers.

The market price of the Combined Company common stock may decline as a result of the mergers if the Combined Company does not achieve the perceived benefits of the mergers as rapidly or to the extent anticipated by financial or industry analysts, or the effect of the mergers on the Combined Company’s financial results is not consistent with the expectations of financial or industry analysts.

In addition, upon consummation of the mergers, Extra Space stockholders and Life Storage stockholders will own interests in a Combined Company operating an expanded business with a different mix of properties, risks and liabilities. Current Extra Space stockholders and Life Storage stockholders may not wish to continue to

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invest in the Combined Company, or for other reasons may wish to dispose of some or all of their shares of the Combined Company common stock. If, following the company merger effective time, large amounts of the Combined Company common stock are sold, the price of the Combined Company common stock could decline.

After the mergers are completed, Life Storage stockholders that receive shares of Extra Space common stock in the company merger will have different rights that may be less favorable than their current rights as Life Storage stockholders.

After the closing of the mergers, Life Storage stockholders that receive shares of Extra Space common stock in the company merger will have different rights than they currently have as Life Storage stockholders. For a detailed discussion of the similarities and material differences between the current rights you have as a Life Storage stockholder and the rights you will have as a stockholder of the Combined Company following the mergers, see the section entitled “Comparison of Rights of the Extra Space Stockholders and the Life Storage Stockholders” beginning on page 168 of this joint proxy statement/prospectus.

The Combined Company cannot assure you that it will be able to continue paying dividends at or above the rates currently paid by Extra Space and Life Storage.

The stockholders of the Combined Company may not receive dividends at the same rate they received dividends as Extra Space stockholders and as Life Storage stockholders following the mergers for various reasons, including the following:

Stockholders of the Combined Company will have no contractual or other legal right to dividends that have not been authorized by the Combined Company’s board of directors and declared by the Combined Company.

The Combined Company may need to incur additional indebtedness in the future.

In connection with executing the Combined Company’s business strategies following the mergers, the Combined Company expects to evaluate the possibility of additional acquisitions and strategic investments, and the Combined Company may elect to finance these endeavors by incurring additional indebtedness. The amount of such indebtedness could have material adverse consequences for the Combined Company, including:

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The historical and unaudited pro forma combined financial information included elsewhere in this joint proxy statement/prospectus may not be representative of the Combined Company’s results following the mergers, and accordingly, you have limited financial information on which to evaluate the Combined Company.

The unaudited pro forma combined financial information included elsewhere in this joint proxy statement/prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the mergers been completed as of the date indicated, nor is it indicative of the future operating results or financial position of the Combined Company. The unaudited pro forma condensed consolidated financial information reflects adjustments, which are based upon preliminary estimates, to allocate the purchase price to the Combined Company’s assets and liabilities. The purchase price allocation reflected in the unaudited pro forma condensed consolidated financial information included elsewhere in this joint proxy statement/prospectus is preliminary, and the final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of the Combined Company as of the date of the completion of the mergers. The unaudited pro forma combined financial information does not reflect future events that may occur after the company merger effective time, including the costs related to the planned integration of the two companies and any future nonrecurring charges resulting from the mergers, and does not consider potential impacts of current market conditions on revenues or expense efficiencies. The unaudited pro forma combined financial information presented elsewhere in this joint proxy statement/prospectus is based in part on certain assumptions regarding the mergers that Extra Space and Life Storage believe are reasonable under the circumstances. Extra Space and Life Storage cannot assure you that the assumptions will prove to be accurate over time.

The Combined Company may incur adverse tax consequences if Extra Space or Life Storage has failed or fails to qualify as a REIT for United States federal income tax purposes.

Each of Extra Space and Life Storage has operated in a manner that it believes has allowed it to qualify as a REIT for United States federal income tax purposes under the Code and each intends to continue to do so through the closing date or the company merger effective time, respectively. The Combined Company intends to continue operating in such a manner following the mergers. The closing of the mergers is conditioned on the receipt by Extra Space of an opinion of Life Storage’s counsel to the effect that, commencing with Life Storage’s taxable year ended December 31, 1995 and through the company merger effective time, Life Storage has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and on the receipt by Life Storage of an opinion of Extra Space’s counsel to the effect that, commencing with Extra Space’s taxable year ended December 31, 2004, Extra Space has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and Extra Space’s proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year that includes the company merger effective time and future taxable years. The foregoing REIT opinions, however, are limited to the factual representations provided by Extra Space and Life Storage to counsel and the assumptions set forth therein, and are not a guarantee that Extra Space or Life Storage, in fact, has qualified or that the Combined Company will continue to qualify as a REIT. Moreover, such opinions are not binding on the IRS, and neither Extra Space nor Life Storage has requested or plans to request a ruling from the IRS that it qualifies as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable regulations (as in effect from time to time) of the United States Department of the Treasury under the Code is greater in the case of a REIT, like Extra Space and Life Storage, that holds assets through a partnership. The determination of various factual matters and circumstances not entirely within Extra Space’s and Life Storage’s control may affect their ability to qualify as REITs.

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In order to qualify as a REIT, each of Extra Space and Life Storage must satisfy a number of requirements, including requirements regarding the ownership of its stock and the composition of its gross income and assets. Also, a REIT must make distributions to stockholders aggregating annually at least 90% of its net taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains.

If Extra Space or Life Storage (or, following the mergers, the Combined Company) loses its REIT status, or is determined to have lost its REIT status in a prior year, it will face material tax consequences that would substantially reduce its cash available for distribution, including cash available to pay dividends to its stockholders, because:

Even if Extra Space (or, following the mergers, the Combined Company) retains its REIT status, if Life Storage is determined to have lost its REIT status for a taxable year ending on or before the company merger, Life Storage would be subject to adverse tax consequences similar to those described above. This could substantially reduce the Combined Company’s cash available for distribution, including cash available to pay dividends to its stockholders, because, assuming that the Combined Company otherwise maintains its REIT qualification:

If there is an adjustment to Life Storage’s taxable income or dividends paid deductions, the Combined Company could elect to use the deficiency dividend procedure in order to maintain Life Storage’s REIT status. That deficiency dividend procedure could require the Combined Company to make significant distributions to its stockholders and to pay significant interest to the IRS.

As a result of all these factors, Extra Space’s or Life Storage’s (or following the mergers, the Combined Company’s) failure to qualify as a REIT could impair the Combined Company’s ability to expand its business and raise capital, and would materially adversely affect the value of its capital stock.

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In certain circumstances, even if the Combined Company qualifies as a REIT, it and its subsidiaries may be subject to certain United States federal, state, and other taxes, which would reduce the Combined Company’s cash available for distribution to its stockholders.

Even if the Combined Company has qualified and continues to qualify as a REIT, it may be subject to some federal, state and local taxes on its income or property and, in certain cases, a 100% penalty tax, in the event it sells property as a dealer. In addition, the Combined Company’s domestic corporate subsidiaries that are taxable REIT subsidiaries could be subject to federal and state taxes, and its non-United States properties and companies are subject to tax in the jurisdictions in which they operate and are located. Any federal, state or other taxes the Combined Company pays will reduce its cash available for distribution to stockholders.

The Combined Company depends on key personnel for its future success, and the loss of key personnel or inability to attract and retain personnel could harm the Combined Company’s business.

The members of the Extra Space board and Extra Space’s executive officers will continue as the members of the board and executive management of the Combined Company. The future success of the Combined Company depends in large part on its ability to hire and retain a sufficient number of qualified personnel. The future success of the Combined Company also depends upon the service of the Combined Company’s executive officers, who have extensive market knowledge and relationships and will exercise substantial influence over the Combined Company’s operational, financing, acquisition and disposition activity. Among the reasons that they are important to the Combined Company’s success is that each has a national or regional industry reputation that is expected to attract business and investment opportunities and assist the Combined Company in negotiations with lenders, existing and potential customers and industry personnel.

Many of the Combined Company’s other key executive personnel, particularly its senior managers, also have extensive experience and strong reputations in the industry. In particular, the extent and nature of the relationships that these individuals have developed with financial institutions and existing and prospective customers is critically important to the success of the Combined Company’s business. The loss of services of one or more members of the Combined Company’s senior management team, or the Combined Company’s inability to attract and retain highly qualified personnel, could adversely affect the Combined Company’s business, diminish the Combined Company’s investment opportunities and weaken its relationships with lenders, business partners, existing and prospective customers and industry personnel, which could materially and adversely affect the Combined Company.

Extra Space and Life Storage face other risks.

The foregoing risks are not exhaustive, and you should be aware that, following the mergers, the Combined Company will face various other risks, including those discussed in reports filed by Extra Space and Life Storage with the SEC. See the section entitled “Where You Can Find More Information and Incorporation by Reference” beginning on page 188 of this joint proxy statement/prospectus.

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COMPARATIVE MARKET PRICE DATA

The following table presents the closing prices of Extra Space common stock and Life Storage common stock on March 31, 2023, the last trading day before the date of the public announcement of the merger agreement, and May 22, 2023, the last practicable trading day prior to the date of this joint proxy statement/prospectus. The table also shows the estimated implied value of the merger consideration for each share of Life Storage common stock on the relevant date, calculated by multiplying the closing prices of Extra Space common stock on those dates by 0.895.

The above table shows only historical comparisons. These comparisons may not provide meaningful information to Extra Space stockholders or Life Storage stockholders in determining whether to approve the Extra Space common stock issuance proposal or the Life Storage merger proposal, as applicable, because the value of the merger consideration will fluctuate with the market price of Extra Space common stock. As a result, Extra Space stockholders and Life Storage stockholders are urged to obtain current market quotations for shares of Extra Space common stock and Life Storage common stock and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus in considering whether to approve the Extra Space common stock issuance proposal or the Life Storage merger proposal, as applicable. The market prices of Extra Space common stock and Life Storage common stock will fluctuate between the date of this joint proxy statement/prospectus and the date of completion of the company merger. No assurance can be given concerning the market prices of Extra Space common stock or Life Storage common stock before or after the company merger effective time.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

The statements in this document that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Extra Space and Life Storage operate as well as beliefs and assumptions of management of Extra Space and management of Life Storage. Such statements involve uncertainties that could significantly impact financial results of Extra Space or Life Storage. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “could,” and “will,” including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that Extra Space or Life Storage expect or anticipate will occur in the future—including statements relating to the potential benefits of the proposed mergers, the expected timing to complete the proposed mergers, acquisition and development activity, disposition activity, general conditions in the geographic areas where Extra Space or Life Storage operate, and Extra Space’s and Life Storage’s respective debt, capital structure and financial position—are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although Extra Space and Life Storage believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, neither Extra Space nor Life Storage can give assurance that these expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to:

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Neither Extra Space nor Life Storage undertakes any duty to update any forward-looking statements appearing in this document except as may be required by law.

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THE COMPANIES

Extra Space Storage Inc. and Extra Space Storage LP

2795 East Cottonwood Parkway, Suite 300

Salt Lake City, Utah 84121

(801) 365-4600

Extra Space is a fully integrated, self-administered and self-managed real estate investment trust formed as a Maryland corporation on April 30, 2004, to own, operate, manage, acquire, develop and redevelop self-storage properties. Extra Space closed its initial public offering on August 17, 2004.

Extra Space was formed to continue the business of Extra Space Storage LLC and its subsidiaries, which had engaged in the self-storage business since 1977. As of December 31, 2022, Extra Space owned and/or operated 2,338 self-storage properties in 41 states and Washington, D.C., comprising approximately 176.1 million square feet of net rentable space in approximately 1.6 million units.

Extra Space operates in two distinct segments: (1) self-storage operations; and (2) tenant reinsurance. Extra Space’s self-storage operations activities include rental operations of wholly-owned self-storage properties. Tenant reinsurance activities include the reinsurance of risks relating to the loss of goods stored by tenants in Extra Space’s self-storage properties.

Substantially all of Extra Space’s business is conducted through Extra Space OP. Extra Space’s primary assets are general partner and limited partner interests in Extra Space OP. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT. Extra Space has elected to be taxed as a REIT under the Code. To the extent Extra Space continues to qualify as a REIT, Extra Space will not be subject to United States federal tax, with certain exceptions, on Extra Space’s net taxable income that is distributed to its stockholders.

Extra Space’s primary business objectives are to maximize cash flow available for distribution to Extra Space’s stockholders and to achieve sustainable long-term growth in cash flow per share in order to maximize long-term stockholder value both at acceptable levels of risk. Extra Space continues to evaluate a range of growth initiatives and opportunities.

Extra Space common stock is listed on the NYSE, trading under the symbol “EXR.” Extra Space’s principal corporate offices are located at 2795 East Cottonwood Parkway, Suite 300, Salt Lake City, Utah 84121; its telephone number is (801) 365-4600. Extra Space’s website address is http://www.extraspace.com. Information contained on Extra Space’s website is not and should not be deemed a part of this joint proxy statement/prospectus, the accompanying prospectus supplement or any other report or filing filed with the SEC.

Additional information about Extra Space, Extra Space OP and their subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information and Incorporation by Reference” beginning on page 188 of this joint proxy statement/prospectus.

Extra Space Merger Sub

Extra Space Merger Sub, a wholly owned subsidiary of Extra Space, is a Delaware limited liability company organized on March 31, 2023 for the purpose of effecting the company merger. Extra Space Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of Extra Space Merger Sub are located at 2795 East Cottonwood Parkway, Suite 300, Salt Lake City, Utah 84121.

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Extra Space OP Merger Sub

Extra Space OP Merger Sub, a wholly owned subsidiary of Extra Space OP, is a Delaware limited liability company organized on March 31, 2023 for the purpose of effecting the partnership merger. Extra Space OP Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of Extra Space OP Merger Sub are located at 2795 East Cottonwood Parkway, Suite 300, Salt Lake City, Utah 84121.

Life Storage, Inc. and Life Storage LP

6467 Main Street

Williamsville, NY 14221

Attention: Investor Services

Life Storage is a fully integrated, self-administered and self-managed REIT that acquires and manages self-storage properties throughout the United States. Headquartered in Buffalo, New York, Life Storage employs over 2,500 people and operates over 1,210 self-storage facilities encompassing over 88 million square feet in 37 states and the District of Columbia. Life Storage’s common stock is publicly traded on the NYSE under the symbol “LSI.” Life Storage OP is the primary operating subsidiary of Life Storage. As of March 31, 2023, Life Storage directly or indirectly, through its ownership of Life Storage OP GP, owned approximately 97.9% of the ownership interests of Life Storage OP, assuming conversion of the Life Storage OP preferred units as of such date (all of which were converted into Life Storage OP common units subsequent to March 31, 2023). The remaining 2.1% of the limited partnership interests are owned by unaffiliated third parties. Life Storage OP GP, a wholly-owned subsidiary of Life Storage, is the sole general partner of Life Storage OP. As the owner of the sole general partner of Life Storage OP, Life Storage has full and complete authority over Life Storage OP’s day-to-day operations and management. Life Storage does not have significant assets other than its investment in Life Storage OP.

Additional information about Life Storage, Life Storage OP GP, Life Storage OP and their subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information and Incorporation by Reference” beginning on page 188 of this joint proxy statement/prospectus.

The Combined Company

References to the Combined Company are to Extra Space after the company merger effective time. The Combined Company will be named “Extra Space Storage Inc.” and will be a Maryland corporation. The merger agreement provides that Extra Space will take all actions necessary to add three directors designated by Life Storage, who are currently expected to be Life Storage’s Chief Executive Officer, Joseph V. Saffire, as well as Mark G. Barberio and Susan Harnett, to the Extra Space board at the company merger effective time. Except for the addition of the three directors designated by Life Storage to the Extra Space board, there will be no change to the members of the Extra Space board as a result of the mergers, and the directors of Extra Space as of immediately prior to the company merger effective time, together with the three additional directors designated by Life Storage, will continue to serve as the directors of the Combined Company. The Combined Company is expected to have a pro forma enterprise value of approximately $47 billion and a total equity market capitalization of approximately $36 billion (each based on the closing price of Extra Space common stock on March 31, 2023 of $162.93 per share). The Combined Company will represent the largest storage operation in the country with over 3,500 locations, over 264 million square feet and serving over two million customers.

The business of the Combined Company will be operated through Extra Space OP and its subsidiaries. The Extra Space parties will have the full, exclusive and complete responsibility for and discretion in the day-to-day management and control of Extra Space OP.

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The common stock of the Combined Company will continue to be listed on the NYSE, trading under the symbol “EXR.”

The Combined Company’s principal executive offices will continue to be located at 2795 East Cottonwood Parkway, Suite 300, Salt Lake City, Utah 84121, and its telephone number will be (801) 365-4600.

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THE EXTRA SPACE SPECIAL MEETING

This joint proxy statement/prospectus is being furnished in connection with the solicitation of proxies from Extra Space stockholders for use at the Extra Space special meeting.

Date, Time, Place and Purpose of the Extra Space Special Meeting

The special meeting of the Extra Space stockholders will be held on [    ], commencing at [    ], Mountain Time, at the following link: www.virtualshareholdermeeting.com/EXR2023SM. The Extra Space special meeting will be held in a virtual format only. To be admitted to the Extra Space special meeting, you must enter the control number found on your proxy card or voting instruction form or notice you previously received. You may vote during the Extra Space special meeting by following the instructions available on the meeting website during the meeting.

At the Extra Space special meeting, Extra Space stockholders will be asked to consider and vote upon the following matters:

Recommendation of the Extra Space Board of Directors

The Extra Space board has unanimously approved the merger agreement, the mergers and the other transactions contemplated thereby and unanimously recommends that the Extra Space stockholders vote FOR the Extra Space common stock issuance proposal and FOR the Extra Space adjournment proposal. For the reasons for this recommendation, see the section entitled “The Mergers—Recommendation of the Extra Space Board of Directors and Its Reasons for the Mergers” beginning on page 64 of this joint proxy statement/prospectus.

Extra Space Record Date; Who Can Vote at the Extra Space Special Meeting

Only holders of record of Extra Space common stock at the close of business on [    ], 2023, the record date for the Extra Space special meeting, are entitled to notice of, and to vote at, the Extra Space special meeting and any postponement or adjournment of the Extra Space special meeting. As of the close of business on the record date, there were [    ] shares of Extra Space common stock outstanding and entitled to vote at the Extra Space special meeting, held by approximately [    ] stockholders of record.

Each share of Extra Space common stock owned on Extra Space’s record date is entitled to one vote on each proposal at the Extra Space special meeting.

Directors and Officers of Extra Space

At the close of business on the record date, directors and executive officers of Extra Space were entitled to vote [    ] shares of Extra Space common stock, or approximately [    ]% of the Extra Space common stock issued and outstanding on that date. Extra Space currently expects that all Extra Space directors and executive officers will vote their shares of Extra Space common stock in favor of the proposal to approve the Extra Space common stock issuance and the Extra Space adjournment proposal, although none of them is contractually obligated to do so.

Required Vote; Quorum

Assuming a quorum is present, approval of the Extra Space common stock issuance proposal requires the affirmative vote of a majority of votes cast by the holders of Extra Space common stock on such proposal. Assuming a quorum is present, approval of the Extra Space adjournment proposal requires the affirmative vote of a majority of votes cast by the holders of Extra Space common stock on such proposal.

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Regardless of the number of shares Extra Space common stock you own, your vote is important. Please complete, sign, date and promptly return the enclosed proxy card today or authorize a proxy to vote your shares by phone or Internet.

To constitute a quorum for the Extra Space special meeting, there must be present at the special meeting in person or by proxy holders of Extra Space common stock entitled to cast a majority of all the votes entitled to be cast at the meeting. If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for purpose of determining whether a quorum is present at the Extra Space special meeting. If your shares are held in “street name” by your broker or other nominee and you do not tell the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Extra Space special meeting.

In addition, under the Extra Space bylaws, if a quorum is not present at the Extra Space special meeting, the chairman of the Extra Space special meeting may adjourn the Extra Space special meeting until a date not more than 120 days after the original record date without notice other than announcement at the meeting.

Shares Held in “Street Name”

If Extra Space stockholders hold Extra Space common stock in an account of a broker or other nominee and they wish to vote such shares by proxy, they must return their voting instructions to the broker or other nominee.

If Extra Space stockholders hold shares of Extra Space common stock in an account of a broker or other nominee and they wish to attend and vote at the Extra Space special meeting, they must follow the directions provided by their broker or other nominee.

Abstentions and Broker Non-Votes

If your shares are held by a broker or other nominee on your behalf in “street name,” your broker or other nominee will send you instructions as to how to provide voting instructions for your shares by proxy. Many brokerage firms and other nominees have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by proxy card. In accordance with the rules of the NYSE, brokers and other nominees who hold common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the Extra Space common stock issuance proposal. Accordingly, if brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to the Extra Space common stock issuance proposal. Under such circumstance, a “broker non-vote” would arise.

Assuming a quorum is present, abstentions and broker non-votes will have no effect on the Extra Space common stock issuance proposal or the Extra Space adjournment proposal.

Manner of Submitting Proxy

Extra Space stockholders may vote for or against the proposals submitted at the Extra Space special meeting in person or by proxy. Extra Space stockholders can authorize a proxy in the following ways:

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Extra Space stockholders should refer to their proxy cards or the information forwarded by their broker or other nominee to see which options are available to them.

The Internet and telephone proxy submission procedures are designed to authenticate stockholders and to allow them to confirm that their instructions have been properly recorded. If you submit a proxy via the Internet or by telephone, then you need not return a written proxy card or voting instruction card by mail. The Internet and telephone facilities available to record holders will close at 11:59 p.m., Mountain Time, on [    ], 2023.

The method by which Extra Space stockholders submit a proxy will in no way limit their right to vote at the Extra Space special meeting if they later decide to virtually attend the meeting and vote in person. If Extra Space common stock is held in the name of a broker or other nominee, Extra Space stockholders must follow the directions provided by their broker or other nominee, to be able to vote virtually at the Extra Space special meeting.

All shares of Extra Space common stock entitled to vote and represented by properly completed proxies received prior to the Extra Space special meeting, and not revoked, will be voted at the Extra Space special meeting as instructed on the proxies. If Extra Space stockholders of record return properly executed proxies but do not indicate how their Extra Space common stock should be voted on a proposal, the Extra Space common stock represented by their properly executed proxy will be voted as the Extra Space board recommends and therefore, FOR the Extra Space common stock issuance proposal and FOR the Extra Space adjournment proposal. If your shares of Extra Space common stock are held in “street name” by your broker or other nominee and you do not provide voting instructions to your broker or other nominee, your broker or other nominee will not be permitted to vote those shares and it will have the effect as described in the section entitled “The Extra Space Special Meeting—Abstentions and Broker Non-Votes” beginning on page 37 of this joint proxy statement/prospectus.

Revocation of Proxies or Voting Instructions

Extra Space stockholders of record may change their vote or revoke their proxy at any time before it is exercised at the Extra Space special meeting by:

Written revocations will not be effective until received by Extra Space’s Corporate Secretary at or before the Extra Space special meeting. Telephone and Internet revocations will not be effective unless, in the case of stockholders who hold their shares through the Extra Space 401(k) plan, received on or before 11:59 p.m., Mountain Time, on [    ], 2023, and, in the case of all other stockholders, received on or before 11:59 p.m., Mountain Time, on [    ], 2023.

Attending the Extra Space special meeting without voting will not revoke your proxy.

Extra Space stockholders that hold Extra Space common stock in an account of a broker or other nominee may revoke their voting instructions by following the instructions provided by their broker or other nominee.

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Solicitation of Proxies; Payment of Solicitation Expenses

The solicitation of proxies from Extra Space stockholders is made on behalf of the Extra Space board. Extra Space will pay the cost of soliciting proxies from Extra Space stockholders. Extra Space has engaged MacKenzie to assist in the solicitation of proxies for the special meeting and Extra Space estimates it will pay MacKenzie a fee of approximately $25,000. Extra Space has also agreed to reimburse MacKenzie for reasonable expenses incurred in connection with the proxy solicitation. In addition to mailing proxy solicitation materials, Extra Space’s directors and officers and employees of Extra Space may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to Extra Space’s directors or officers or to employees of Extra Space for such services.

In accordance with the regulations of the SEC and NYSE, Extra Space also will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of Extra Space common stock.

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PROPOSALS SUBMITTED TO EXTRA SPACE STOCKHOLDERS

Extra Space Common Stock Issuance Proposal

(Proposal 1 on the Extra Space Proxy Card)

The Extra Space stockholders are being asked to consider and vote on a proposal to approve the issuance of Extra Space common stock in connection with the company merger on the terms and conditions set forth in the merger agreement. For a summary and detailed information regarding this proposal, see the information about the mergers, the contribution and issuance and the merger agreement throughout this joint proxy statement/prospectus, including the information set forth in sections entitled “The Mergers” and “The Merger Agreement” beginning on pages 48 and 116 of this joint proxy statement/prospectus, respectively. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.

Pursuant to the merger agreement, approval of this proposal is a condition to the consummation of the mergers. If this proposal is not approved, the mergers will not be completed.

Assuming a quorum is present, approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of Extra Space common stock on such proposal.

Recommendation of the Extra Space Board of Directors

The Extra Space board unanimously recommends that Extra Space stockholders vote FOR the Extra Space common stock issuance proposal.

Extra Space Adjournment Proposal

(Proposal 2 on the Extra Space Proxy Card)

The Extra Space stockholders are being asked to approve a proposal that will give the chairman of the Extra Space special meeting the authority to adjourn the Extra Space special meeting one or more times to another date, time or place, to permit, among other things, further solicitation of proxies, if necessary or appropriate, to obtain additional votes in favor of the Extra Space common stock issuance proposal if there are not sufficient votes at the time of the Extra Space special meeting to approve such proposal.

If, at the Extra Space special meeting, the number of shares of Extra Space common stock present or represented by proxy and voting for the approval of the Extra Space common stock issuance proposal is insufficient to approve such proposal, Extra Space intends to adjourn the Extra Space special meeting to another place, date or time in order to enable the Extra Space board to solicit additional proxies for approval of the Extra Space common stock issuance proposal.

Extra Space is asking Extra Space stockholders to approve one or more adjournments of the Extra Space special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the Extra Space common stock issuance proposal.

Assuming a quorum is present, approval of this proposal requires the affirmative vote of a majority of the votes cast by the holders of Extra Space common stock on such proposal. In addition, under the Extra Space bylaws, if a quorum is not present at the Extra Space special meeting, the chairman of the Extra Space special meeting may adjourn the Extra Space special meeting until a date not more than 120 days after the original record date without notice other than announcement at the meeting.

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Recommendation of the Extra Space Board of Directors

The Extra Space board unanimously recommends that Extra Space stockholders vote FOR the Extra Space adjournment proposal.

Other Business

No business may be brought before the Extra Space special meeting except as set forth in the notice of the Extra Space special meeting.

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THE LIFE STORAGE SPECIAL MEETING

This joint proxy statement/prospectus is being furnished in connection with the solicitation of proxies from Life Storage stockholders for use at the Life Storage special meeting.

Date, Time, Place and Purpose of the Life Storage Special Meeting

The special meeting of the Life Storage stockholders will be held on [    ], commencing at [    ], Eastern Time, at the following link: www.virtualshareholdermeeting.com/LSI2023SM. The Life Storage special meeting will be held in a virtual format only. To be admitted to the Life Storage special meeting, you must enter the control number found on your proxy card or voting instruction form. You may vote during the Life Storage special meeting by following the instructions available on the meeting website during the meeting.

At the Life Storage special meeting, Life Storage stockholders will be asked to consider and vote upon the following matters:

Recommendation of the Life Storage Board of Directors

The Life Storage board has unanimously approved the merger agreement, the mergers and the other transactions contemplated thereby and unanimously recommends that the Life Storage stockholders vote FOR the Life Storage merger proposal, FOR the Life Storage compensation proposal and FOR the Life Storage adjournment proposal. For the reasons for this recommendation, see the section entitled “The Mergers—Recommendation of the Life Storage Board of Directors and Its Reasons for the Mergers” beginning on page 66 of this joint proxy statement/prospectus.

Life Storage Record Date; Who Can Vote at the Life Storage Special Meeting

Only holders of record of Life Storage common stock at the close of business on [    ], 2023, the record date for the Life Storage special meeting, are entitled to vote at the Life Storage special meeting and any postponement or adjournment of the Life Storage special meeting, except in the event such special meeting is adjourned or postponed to a date more than one hundred twenty (120) days after the record date originally fixed for the meeting, in which case a new record date for such meeting will be fixed by the Life Storage board. As of the close of business on the record date, there were [    ] shares of Life Storage common stock outstanding and entitled to vote at the Life Storage special meeting, held by approximately [    ] stockholders of record.

Each share of Life Storage common stock owned on Life Storage’s record date is entitled to one vote on each proposal at the Life Storage special meeting.

Directors and Officers of Life Storage

At the close of business on the record date, directors and executive officers of Life Storage were entitled to vote [    ] shares of Life Storage common stock, or approximately [    ]% of the Life Storage common stock outstanding on that date. Life Storage currently expects that all Life Storage directors and executive officers will vote their shares of Life Storage common stock in favor of the proposal to approve the company merger as well as the other proposals to be considered at the Life Storage special meeting, although none of them is contractually obligated to do so.

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Required Vote; Quorum

Approval of the Life Storage merger proposal requires the affirmative vote of holders of two-thirds of the outstanding shares of Life Storage common stock entitled to vote on such proposal.

Assuming a quorum is present, approval of the Life Storage compensation proposal requires the affirmative vote of holders of shares of Life Storage common stock constituting a majority of the votes cast on such proposal.

Assuming a quorum is present, approval of the Life Storage adjournment proposal requires the affirmative vote of holders of shares of Life Storage common stock constituting a majority of the votes cast on such proposal.

Regardless of the number of shares of Life Storage common stock you own, your vote is important. Please complete, sign, date and promptly return the enclosed proxy card today or authorize a proxy to vote your shares by phone or Internet. If you do not vote, this will have the same effect as a vote AGAINST the Life Storage merger proposal.

To constitute a quorum for the Life Storage special meeting, there must be present at the special meeting in person or by proxy the holders of outstanding shares of Life Storage common stock entitled to cast a majority of all the votes entitled to be cast at the Life Storage special meeting. If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the Life Storage special meeting. If your shares are held in “street name” by your broker or other nominee and you do not tell the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Life Storage special meeting.

In addition, under Maryland law and the Life Storage bylaws, if a quorum is not present at the Life Storage special meeting, the chairman of the Life Storage special meeting may adjourn the Life Storage special meeting to a date not more than one hundred twenty (120) days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Shares Held in “Street Name”

If Life Storage stockholders hold shares of Life Storage common stock in an account of a broker or other nominee and they wish to vote such shares by proxy, they must return their voting instructions to the broker or other nominee.

If Life Storage stockholders hold shares of Life Storage common stock in an account of a broker or other nominee and they wish to attend and vote at the Life Storage special meeting, they must follow the directions provided by their broker or other nominee.

Abstentions and Broker Non-Votes

If your shares are held by a broker or other nominee on your behalf in “street name,” your broker or other nominee will send you instructions as to how to provide voting instructions for your shares by proxy. Many brokerage firms and other nominees have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by proxy card. In accordance with the rules of the NYSE, brokers and other nominees who hold common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the Life Storage merger proposal, the Life Storage compensation proposal or the Life Storage adjournment proposal. Accordingly, if brokers or other

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nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to the Life Storage merger proposal, the Life Storage compensation proposal or the Life Storage adjournment proposal, as applicable. Under such circumstance, a “broker non-vote” would arise.

Abstentions and broker non-votes will have the same effect as votes AGAINST the Life Storage merger proposal. Assuming a quorum is present, abstentions and broker non-votes will have no effect on the Life Storage compensation proposal or the Life Storage adjournment proposal.

Manner of Submitting Proxy

Life Storage stockholders may vote for or against the proposals submitted at the Life Storage special meeting in person or by proxy. Life Storage stockholders can authorize a proxy in the following ways:

Life Storage stockholders should refer to their proxy cards or the information forwarded by their broker or other nominee to see which options are available to them.

The Internet and telephone proxy submission procedures are designed to authenticate stockholders and to allow them to confirm that their instructions have been properly recorded. If you submit a proxy via the Internet or by telephone, then you need not return a written proxy card or voting instruction card by mail. The Internet and telephone facilities available to record holders will close at 11:59 p.m., Eastern Time, on [    ], 2023.

The method by which Life Storage stockholders submit a proxy will in no way limit their right to vote at the Life Storage special meeting if they later decide to virtually attend the meeting and vote in person. If shares of Life Storage common stock are held in the name of a broker or other nominee, Life Storage stockholders must follow the directions provided by their broker or other nominee to be able to vote virtually at the Life Storage special meeting.

All shares of Life Storage common stock entitled to vote and represented by properly completed proxies received prior to the Life Storage special meeting, and not revoked, will be voted at the Life Storage special meeting as instructed on the proxies. If Life Storage stockholders of record return properly executed proxies but do not indicate how their shares of Life Storage common stock should be voted on a proposal, the shares of Life Storage common stock represented by their properly executed proxy will be voted as the Life Storage board recommends and therefore, FOR the Life Storage merger proposal, FOR the Life Storage compensation proposal and FOR the Life Storage adjournment proposal. If your shares of Life Storage common stock are held in “street name” by your broker or other nominee and you do not provide voting instructions to your broker or other nominee, your broker or other nominee will not be permitted to vote those shares and it will have the effect as described in the section entitled “The Life Storage Special Meeting—Abstentions and Broker Non-Votes” beginning on page 43 of this joint proxy statement/prospectus.

Revocation of Proxies or Voting Instructions

Life Storage stockholders of record may change their vote or revoke their proxy at any time before it is exercised at the Life Storage special meeting by:

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Written revocations will not be effective until received by Life Storage’s Secretary at or before the Life Storage special meeting. Telephone and Internet revocations will not be effective unless received on or before 11:59 p.m., Eastern Time, on [    ], 2023.

Attending the Life Storage special meeting without voting will not revoke your proxy.

Life Storage stockholders that hold Life Storage common stock in an account of a broker or other nominee may revoke their voting instructions by following the instructions provided by their broker or other nominee.

Solicitation of Proxies; Payment of Solicitation Expenses

The solicitation of proxies from Life Storage stockholders is made on behalf of the Life Storage board. Life Storage will pay the cost of soliciting proxies from Life Storage stockholders. Life Storage has engaged Innisfree to assist in the solicitation of proxies for the special meeting and Life Storage will pay Innisfree reasonable and customary compensation for these services, including a $75,000 retainer fee covering the first month of services, $40,000 per month thereafter, and reimbursement for Innisfree’s reasonable out-of-pocket expenses. Life Storage has also agreed to reimburse Innisfree for reasonable expenses incurred in connection with the proxy solicitation. In addition to mailing proxy solicitation materials, Life Storage’s directors and officers and employees of Life Storage may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to Life Storage’s directors or officers or to employees of Life Storage for such services.

In accordance with the regulations of the SEC and NYSE, Life Storage also will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of Life Storage common stock.

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PROPOSALS SUBMITTED TO LIFE STORAGE STOCKHOLDERS

Life Storage Merger Proposal

(Proposal 1 on the Life Storage Proxy Card)

The Life Storage stockholders are being asked to consider and vote on a proposal to approve the merger of Eros Merger Sub, LLC with and into Life Storage in accordance with the terms of the merger agreement, and the other transactions contemplated by the merger agreement. For a summary and detailed information regarding this proposal, see the information about the mergers and the merger agreement throughout this joint proxy statement/prospectus, including the information set forth in the sections entitled “The Mergers” and “The Merger Agreement” beginning on pages 48 and 116 of this joint proxy statement/prospectus, respectively. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.

Pursuant to the merger agreement, approval of this proposal is a condition to the consummation of the mergers. If this proposal is not approved, the mergers will not be completed.

Approval of this proposal requires the affirmative vote of holders of two-thirds of the outstanding shares of Life Storage common stock entitled to vote on such proposal.

Recommendation of the Life Storage Board of Directors

The Life Storage board unanimously recommends that Life Storage stockholders vote FOR the Life Storage merger proposal.

Life Storage Compensation Proposal

(Proposal 2 on the Life Storage Proxy Card)

The Life Storage stockholders are being asked to consider and vote on a non-binding advisory proposal to approve the compensation that may be paid or become payable to the Life Storage named executive officers. Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act, Life Storage is providing its stockholders with the opportunity to cast a non-binding advisory vote on the compensation that may be paid or become payable to Life Storage’s named executive officers, as determined in accordance with Item 402(t) of Regulation S-K, that is based upon or otherwise relates to the mergers and the other transactions contemplated by the merger agreement and arises from any form of arrangement or understanding, whether written or unwritten, between Life Storage or the Combined Company and the named executive officers of Life Storage. Life Storage therefore is asking its stockholders to vote on the adoption of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to Life Storage, Inc.’s named executive officers in connection with the mergers and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “The Mergers—Interests of Life Storage’s Directors and Executive Officers in the Mergers—Quantification of Potential Payments and Benefits to Life Storage’s Named Executive Officers in Connection with the Mergers” beginning on page 106 of the joint proxy statement/prospectus dated [    ], 2023 is hereby APPROVED.”

Vote Required

The vote regarding the Life Storage compensation proposal is a vote separate and apart from the vote on the Life Storage merger proposal. Because the vote regarding merger-related compensation is advisory only, it will not be binding on either Life Storage or Extra Space regardless of whether the mergers are completed.

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Accordingly, if the mergers are completed, the merger-related compensation will become payable in connection with the mergers and a qualifying termination of employment, subject only to the conditions applicable thereto, regardless of the outcome of this non-binding advisory vote.

Assuming a quorum is present, approval of the Life Storage compensation proposal requires the affirmative vote of a majority of the votes cast on such proposal.

Recommendation of the Life Storage Board of Directors

The Life Storage board unanimously recommends that Life Storage stockholders vote FOR the Life Storage compensation proposal.

Life Storage Adjournment Proposal

(Proposal 3 on the Life Storage Proxy Card)

The Life Storage stockholders are being asked to approve a proposal that will give the chairman of the Life Storage special meeting the authority to adjourn the Life Storage special meeting one or more times to another date, time or place, to permit, among other things, further solicitation of proxies, if necessary or appropriate, to obtain additional votes in favor of the Life Storage merger proposal if there are not sufficient votes at the time of the Life Storage special meeting to approve such proposal.

If, at the Life Storage special meeting, the number of shares of Life Storage common stock present in person or represented by proxy and voting for the approval of the Life Storage merger proposal is insufficient to approve such proposal, Life Storage intends to adjourn the Life Storage special meeting to another place, date or time in order to enable the Life Storage board to solicit additional proxies for approval of the proposal.

Assuming a quorum is present, approval of this proposal requires the affirmative vote of a majority of the votes cast on such proposal. In addition, under the Life Storage bylaws, if a quorum is not present at the Life Storage special meeting, the chairman of the Life Storage special meeting may adjourn the Life Storage special meeting to a date not more than one hundred twenty (120) days after the original record date without notice other than announcement at the meeting.

Recommendation of the Life Storage Board of Directors

The Life Storage board unanimously recommends that Life Storage stockholders vote FOR the Life Storage adjournment proposal.

Other Business

No business may be brought before the Life Storage special meeting except as set forth in the Life Storage special meeting notice.

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THE MERGERS

The following contains a discussion of various aspects of or relating to the merger agreement and the mergers. Extra Space and Life Storage encourage Extra Space stockholders and Life Storage stockholders to carefully read this entire joint proxy statement/prospectus, including the information set forth in the section entitled “The Merger Agreement” beginning on page 116 of this joint proxy statement/prospectus as well as the merger agreement and the other documents attached to this joint proxy statement/prospectus or incorporated herein by reference, for a more complete understanding of the merger agreement and the mergers.

General

The Extra Space board has unanimously (i) approved the merger agreement and (ii) declared the merger agreement and the transactions contemplated thereby, including the mergers, to be advisable and in the best interests of Extra Space and its stockholders and in the best interests of Extra Space OP, Extra Space Merger Sub and Extra Space OP Merger Sub. To review the reasons of the Extra Space board for the mergers, see the section entitled “The Mergers—Recommendation of the Extra Space Board of Directors and Its Reasons for the Mergers” beginning on page 64 of this joint proxy statement/prospectus.

The Life Storage board has unanimously (i) determined that the mergers and the other transactions contemplated by the merger agreement are advisable and in the best interests of Life Storage and its stockholders, and Life Storage OP and its limited partners, (ii) approved the mergers and the other transactions contemplated by the merger agreement, and (iii) approved and adopted the merger agreement. To review the reasons of the Life Storage board for the mergers, see the section entitled “The Mergers—Recommendation of the Life Storage Board of Directors and Its Reasons for the Mergers” beginning on page 66 of this joint proxy statement/prospectus.

Pursuant to the merger agreement, (i) Extra Space Merger Sub will merge with and into Life Storage, with Life Storage continuing as the surviving entity and a wholly owned subsidiary of Extra Space, (ii) immediately after the company merger effective time, the LLC Conversions will be effected, (iii) immediately after the LLC Conversions, Extra Space will contribute to Extra Space OP all the outstanding equity interests of the Surviving Entity in exchange for the issuance by Extra Space OP to Extra Space of a number of newly issued partnership units in Extra Space OP equal to the number of shares of Extra Space common stock to be issued in the company merger, and (iv) thereafter, Extra Space OP Merger Sub will merge with and into Life Storage OP, with Life Storage OP continuing as the surviving entity and a wholly owned indirect subsidiary of Extra Space OP. Life Storage stockholders will receive the merger consideration described below in the section entitled “The Merger Agreement—Merger Consideration; Effects of the Mergers” beginning on page 117 of this joint proxy statement/prospectus.

Background of the Mergers

The boards of directors and management teams of Extra Space and Life Storage periodically and in the ordinary course evaluate and consider a variety of financial and strategic opportunities as part of their respective long-term strategies to enhance value for their respective stockholders, including potential acquisitions, divestitures, business combinations and other transactions. Members of the management teams of each of Extra Space and Life Storage from time to time have met or otherwise communicated informally and independently with each other and with representatives of other real estate companies and investors regarding industry trends and considerations and the performance, business, strategic direction and prospects of their respective companies.

On December 15, 2022, Joseph D. Russell, Jr., Chief Executive Officer of Public Storage, contacted Joseph V. Saffire, Chief Executive Officer of Life Storage, to propose a potential acquisition of Life Storage by Public Storage. During this conversation, Mr. Saffire indicated that the chairman of the Life Storage board, Mark G. Barberio, should be included in any discussion regarding a potential transaction involving Life Storage and

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Public Storage and Messrs. Saffire and Russell agreed to schedule a further discussion. No terms of a potential transaction were discussed during this conversation.

On December 22, 2022, Messrs. Saffire, Barberio and Russell, along with Ronald L. Havner, Jr., chairman of the board of trustees of Public Storage, spoke via video conference. During this discussion, Messrs. Havner and Russell proposed a potential acquisition of Life Storage by Public Storage in a stock-for-stock transaction that would value Life Storage at a premium to the current trading price of Life Storage common stock but did not provide a specific exchange ratio or specify an amount of premium that would be proposed. Messrs. Havner and Russell requested that the parties engage in further discussions regarding the proposed transaction in mid-January 2023.

On December 28, 2022, the Life Storage board held a meeting to discuss the unsolicited request by Public Storage that the parties engage in further discussions regarding a potential acquisition of Life Storage by Public Storage. Members of Life Storage management and representatives of Wells Fargo, which had provided various financial advisory and financing services to Life Storage in the past, were present. Also present were representatives of Phillips Lytle, which serves as regular outside counsel to Life Storage, and representatives of Hogan Lovells, which had represented Life Storage on prior significant transactions. A representative of Hogan Lovells discussed with the Life Storage board the directors’ fiduciary duties and certain other legal matters in the context of considering an unsolicited proposal for a potential business combination transaction under Maryland law. Mr. Barberio summarized the telephonic discussions with Public Storage representatives and the request by Public Storage for further discussions regarding a proposed acquisition of Life Storage by Public Storage. The Life Storage board then discussed with its legal and financial advisors and Life Storage management the Public Storage request as well as, among other things, Life Storage’s performance relative to its strategic plan and its prospects for continued successful execution of such strategic plan. Following such discussion, the Life Storage board unanimously determined that Life Storage would not pursue further discussions with Public Storage with respect to Public Storage’s acquisition proposal. The Life Storage board instructed Life Storage management to send a written response to Public Storage informing it of the Life Storage board’s determination.

On December 29, 2022, Life Storage delivered a letter to Public Storage indicating that Life Storage would not pursue further discussions with Public Storage regarding a potential acquisition of Life Storage by Public Storage. Also on December 29, 2022, Mr. Saffire telephoned Mr. Russell and informed him of the Life Storage board’s determination.

On January 12, 2023, Mr. Russell telephoned Mr. Saffire and expressed Public Storage’s continuing interest in an acquisition of Life Storage. Subsequently on January 12, 2023, Public Storage sent Life Storage a written preliminary non-binding proposal for a taxable all-stock transaction at an exchange ratio of 0.4192 of a share of Public Storage common stock for each share of Life Storage common stock, which the Public Storage proposal stated would have a current value of $124.12 per share of Life Storage common stock based on the closing price of Public Storage common stock on January 12, 2023. The letter also summarized Public Storage’s rationale for a strategic transaction and set forth certain benefits of the proposed transaction, all of which were reiterated in the letter sent by Public Storage to Life Storage on February 5, 2023, which was publicly released. In this section, we refer to this proposal as the “PSA January 12th Proposal.” The PSA January 12th Proposal also disclosed that Wachtell, Lipton, Rosen & Katz, which we refer to in this section as “Wachtell Lipton,” was engaged as Public Storage’s legal counsel.

On January 17, 2023, the Life Storage board held a meeting to discuss the PSA January 12th Proposal. Members of Life Storage management and representatives of Wells Fargo, Hogan Lovells and Phillips Lytle were present. A representative of Hogan Lovells discussed with the Life Storage board the directors’ fiduciary duties and certain other legal matters in the context of considering an unsolicited proposal for a potential business combination transaction under Maryland law. In light of the receipt of the PSA January 12th Proposal, the Life Storage board determined to formally engage outside legal and financial advisors at that time and authorized the engagement of Hogan Lovells as its outside legal counsel and Wells Fargo as its outside financial advisor.

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Following a preliminary discussion of the PSA January 12th Proposal, the Life Storage board unanimously determined that it would further review the PSA January 12th Proposal at an upcoming meeting with the assistance of Life Storage management and the Life Storage legal and financial advisors.

On January 18, 2023, Mr. Russell emailed Mr. Saffire to express again his interest in meeting to discuss the PSA January 12th Proposal. Mr. Saffire responded via email on January 19, 2023, acknowledging receipt of Mr. Russell’s email and noting that Life Storage was reviewing the PSA January 12th Proposal and would respond in due course.

On January 30, 2023, the Life Storage board held a meeting to discuss the PSA January 12th Proposal. Members of Life Storage management and representatives of Wells Fargo, Hogan Lovells and Phillips Lytle were present. A representative of Hogan Lovells discussed with the Life Storage board the directors’ fiduciary duties and certain other legal matters in the context of considering an unsolicited proposal for a potential business combination transaction under Maryland law. Representatives of Wells Fargo discussed with the Life Storage board the PSA January 12th Proposal, Life Storage’s stand-alone business plan and prospects, Life Storage’s operating and financial performance over the most recent three and five years and, among other topics, preliminary observations regarding a potential merger or sale to third parties, including Public Storage. The Life Storage board discussed the merits of and risks related to the PSA January 12th Proposal and to continuing to pursue Life Storage’s existing business strategy as an independent, stand-alone company, noting, among other things, that although the PSA January 12th Proposal represented a premium to recent trading prices of Life Storage common stock, Life Storage management believed that Life Storage had the potential to achieve significant growth in FFO and total stockholder returns. The Life Storage board discussed various alternative responses to Public Storage but unanimously determined that the PSA January 12th Proposal was not in the best interests of Life Storage stockholders. Following this discussion, the Life Storage board instructed Life Storage management to send a written response to Public Storage rejecting the PSA January 12th Proposal.

Also on January 30, 2023, Mr. Russell emailed Mr. Saffire to express Public Storage’s continued interest in an acquisition of Life Storage and reiterated certain benefits of the proposed acquisition previously set forth in the PSA January 12th Proposal, which benefits were reiterated in the PSA February 5th Proposal (as defined below). Mr. Russell also included information regarding a comparison of the operating margins of Public Storage and Life Storage and noted the higher operating margin of Public Storage, which information was reiterated in the PSA February 5th Proposal.

On January 31, 2023, Life Storage delivered a letter to Public Storage informing it that the Life Storage board had unanimously rejected the PSA January 12th Proposal.

Also during the week of January 30, 2023, Mr. Saffire communicated with the chief executive officer of a large self-storage company, which we refer to in this section as “Party A,” to seek to arrange a meeting between the Party A chief executive officer and Messrs. Saffire and Barberio, which meeting was subsequently scheduled for February 6 and 7, 2023.

On February 5, 2023, Public Storage sent a letter to Life Storage reiterating its proposal to acquire Life Storage at an exchange ratio of 0.4192 of a share of Public Storage common stock for each share of Life Storage common stock in a taxable all-stock transaction, which we refer to in this section as the “PSA February 5th Proposal.” The letter summarized Public Storage’s rationale for the strategic transaction and provided a brief summary of the communications between representatives of Public Storage and Life Storage since January 12, 2023. The letter also disclosed that Public Storage had engaged Goldman Sachs & Co LLC, which we refer to in this section as “Goldman Sachs,” as its financial advisor. Shortly thereafter, Public Storage issued a press release disclosing its interest in a potential acquisition of Life Storage, which included both the February 5th letter and the January 12th letter sent by Public Storage to Life Storage.

Also on February 5, 2023, Public Storage announced that it would increase the regular quarterly dividend on its common stock by 50% from $2.00 to $3.00 per share.

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On February 6 and 7, 2023, Messrs. Saffire and Barberio met with the chief executive officer of Party A and a member of the board of trustees of Party A to discuss a potential strategic transaction involving Life Storage and Party A. At the conclusion of the meeting, the chief executive officer of Party A declined to engage in further discussions in the near-term but indicated that Party A may consider re-engaging in discussions in early March 2023.

On February 9, 2023, the Life Storage board held a regularly scheduled meeting, which board meeting is held annually in February to review Life Storage’s operating and strategic plans, and at which members of Life Storage management and representatives of Wells Fargo, Hogan Lovells and Phillips Lytle were present. A representative of Hogan Lovells discussed with the Life Storage board the directors’ fiduciary duties and certain other legal matters in the context of reviewing and analyzing a potential business combination transaction under Maryland law. Representatives of Wells Fargo discussed with the Life Storage board the PSA February 5th Proposal and noted that it included the same terms as the PSA January 12th Proposal. Representatives of Wells Fargo also discussed with the Life Storage board the recently announced increase in Public Storage’s dividend, Life Storage’s stand-alone business plan and prospects, Life Storage’s operating and financial performance over the most recent three and five years and, among other topics, preliminary observations regarding a potential merger or sale to third parties, including Public Storage. Mr. Barberio also updated the Life Storage board regarding the recent discussions with Party A. The Life Storage board discussed, together with its legal and financial advisors, the change in dynamics by Public Storage from a private approach to a public campaign. Consistent with its discussions at its January 30, 2023 meeting, the Life Storage board discussed the merits of and risks related to the PSA February 5th Proposal and to continuing to pursue Life Storage’s existing business strategy as an independent, stand-alone company. The Life Storage board noted, among other things, that the PSA February 5th Proposal included the same terms as the PSA January 12th Proposal but still represented a premium to recent trading prices of Life Storage common stock. Life Storage management reiterated their belief that Life Storage had the potential to achieve significant growth in FFO and total stockholder returns and to further expand operating margins. Additional factors considered by the Life Storage board included Life Storage’s prospects for future creation of stockholder value, strong operating and financial performance since 2019, likely ability to scale its portfolio faster than Public Storage, and recent expansion of its operating margins and its efforts to further that progress. After further discussion, the Life Storage board unanimously determined that the PSA February 5th Proposal significantly undervalued Life Storage and its prospects for future growth and value creation, that the PSA February 5th Proposal, therefore, was not in the best interests of Life Storage stockholders, and unanimously determined to reject the PSA February 5th Proposal. Following these determinations, the Life Storage board directed management to issue a public announcement regarding the Life Storage board’s rejection of the PSA February 5th Proposal and the factors that the Life Storage board considered in making its determination.

In addition, in light of the public nature of the PSA February 5th Proposal, the Life Storage board determined to formally engage additional outside legal and financial advisors at that time and authorized the engagement of Quinn Emanuel Urquhart & Sullivan as special litigation counsel and BofA Securities, which had provided various financing services to Life Storage in the past, as an additional outside financial advisor.

On February 14, 2023, the Life Storage board held a meeting at which members of Life Storage management and representatives of Wells Fargo, BofA Securities, Hogan Lovells and Phillips Lytle were present. The Life Storage board’s legal and financial advisors reviewed and discussed with the Life Storage board a draft press release, which we refer to in this section as the “Rejection Release,” to be issued by Life Storage to announce the Life Storage board’s rejection of the PSA February 5th Proposal. The Rejection Release included, among other things, the factors that the Life Storage board considered in making its determination and stated that while the Life Storage board was open to exploring all opportunities to maximize stockholder value, the PSA February 5th Proposal was insufficient in that regard. The Life Storage board’s legal and financial advisors reviewed and discussed with the Life Storage board a draft communications plan to be implemented in connection with the Rejection Release, which was expected to be issued on February 16, 2023 after the close of trading on the NYSE. The Life Storage board also discussed with its legal and financial advisors the merits of

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and risks related to direct engagement with Public Storage and determined that such engagement should occur after the issuance by Life Storage of its 2022 earnings release and certain additional information regarding the Life Storage board’s determination regarding the PSA February 5th Proposal.

On February 15, 2023, the Extra Space board held a regularly scheduled meeting, at which members of Extra Space management were present. Among other matters, the Extra Space board discussed the PSA February 5th Proposal to Life Storage. Mr. Margolis noted that Extra Space had considered a potential business combination with Life Storage in the past and that Citi, which had provided financial advisory services to Extra Space from time to time, had prepared a preliminary analysis of the potential business combination. Following such discussion, the Extra Space board directed Extra Space management to be prepared to respond to any requests from Life Storage to discuss a potential business combination between Extra Space and Life Storage.

On February 16, 2023, Life Storage issued the Rejection Release.

Also on February 16, 2023, concurrently with the issuance of the Rejection Release, Mr. Barberio telephoned Mr. Havner to inform him of the issuance of the Rejection Release. Mr. Barberio also informed Mr. Havner that if, after Life Storage issued its 2022 earnings release and certain additional information regarding the Life Storage board’s determination regarding the PSA February 5th Proposal, which was expected to occur on February 23 and 24, 2023, Public Storage continued to be interested in engaging with Life Storage, then Life Storage would authorize its financial advisors to communicate with Public Storage’s financial advisors. Mr. Havner affirmed Public Storage’s continuing interest in such engagement.

On February 17, 2023, a representative of Goldman Sachs, on behalf of Public Storage, contacted a representative of BofA Securities and requested that a telephonic discussion be arranged between the financial advisors to each of Public Storage and Life Storage. At the direction of Life Storage, representatives of Wells Fargo and BofA Securities subsequently informed the representative of Goldman Sachs that the Life Storage financial advisors would be available for such telephonic discussion after Life Storage had issued its earnings release on February 24, 2023 and such financial advisors subsequently agreed that the discussion be held on February 27, 2023.

On February 22, 2023, the Life Storage board held a meeting at which members of Life Storage management and representatives of Wells Fargo, BofA Securities, Hogan Lovells and Phillips Lytle were present. The Life Storage board’s legal and financial advisors reviewed and discussed with the Life Storage board a draft investor presentation outlining the reasons for the Life Storage board’s rejection of the PSA February 5th Proposal and the factors that the Life Storage board considered in making its determination. Members of Life Storage management discussed with the Life Storage board the company’s earnings results for the quarter and year ended December 31, 2022, as well as financial guidance for fiscal year 2023 and an outlook for 2024, all of which was scheduled to be disclosed, together with the investor presentation, on February 23 and 24, 2023. The Life Storage board’s legal and financial advisors also reviewed and discussed with the Life Storage board a draft communications plan to be implemented in connection with the investor presentation and the earnings release.

On the evening of February 23, 2023, Life Storage issued a press release publicly disclosing its earnings results for the quarter and year ended December 31, 2022.

On the morning of February 24, 2023, Life Storage issued a press release announcing the publication on the Life Storage website of the investor presentation, which outlined the reasons for the Life Storage board’s unanimous rejection of the PSA February 5th Proposal and the factors that the Life Storage board considered in making its determination. Later that morning, Life Storage management held its regularly scheduled publicly available conference call to discuss the company’s earnings results for the quarter and year ended December 31, 2022, its financial guidance for fiscal year 2023 and an outlook for fiscal year 2024, and the investor presentation.

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On February 27, 2023, representatives of each of Wells Fargo and BofA Securities, on behalf of and at the direction of Life Storage, and Goldman Sachs and Morgan Stanley, on behalf of and at the direction of Public Storage, held a conference call to discuss a potential exchange of information and other due diligence activities between Life Storage and Public Storage. Life Storage’s financial advisors stated that Life Storage’s intent in exchanging such information was to assist Public Storage in submitting an enhanced proposal if it elected to do so and to assist Life Storage’s board in its review and analysis of any such proposal. At the conclusion of the call, at the direction of Life Storage, Life Storage’s financial advisors delivered to Public Storage’s financial advisors via email a form of non-disclosure agreement prepared by Hogan Lovells.

From February 28 through March 2, 2023, representatives of Hogan Lovells, on behalf of Life Storage, negotiated the terms of the non-disclosure agreement with representatives of Wachtell Lipton, on behalf of Public Storage.

On February 28, 2023, the Life Storage board held a meeting at which members of Life Storage management and representatives of Wells Fargo, BofA Securities, Hogan Lovells and Phillips Lytle were present. Members of Life Storage management discussed with the Life Storage board the communications received by Life Storage from significant stockholders and industry analysts in response to the issuance by the company of its earnings results for the quarter and year ended December 31, 2022, its financial guidance for fiscal year 2023 and an outlook for 2024, and the investor presentation. Members of Life Storage management noted that such communications were primarily focused on such stockholders encouraging the Life Storage board to engage in discussions with Public Storage and possibly other potential counterparties, including to determine if an improved price might be available. The Life Storage board also discussed with its legal and financial advisors certain other potential alternatives to an acquisition by Public Storage. Following such discussion, the Life Storage board authorized Messrs. Barberio and Saffire to make confidential inquiries to certain self-storage industry participants and non-industry capital sources.

On March 1, 2023, representatives of Public Storage sent to representatives of Life Storage an initial diligence request list.

On March 2, 2023, Life Storage and Public Storage executed a non-disclosure agreement, which provided for, among other things, a 28-day standstill period (with customary fall-away provisions), expiring on March 30, 2023, during which period Public Storage was prohibited from taking certain actions with respect to a potential acquisition of Life Storage. The non-disclosure agreement did not include an exclusivity provision that would prohibit Life Storage from discussing or negotiating a potential transaction with other potential counterparties during the 28-day standstill period. Later on March 2, 2023, Life Storage opened a virtual data room to provide confidential diligence materials regarding Life Storage to Public Storage and its advisors.

On March 3, 2023, in accordance with the Life Storage board’s authorization at its February 28 meeting and as directed by Mr. Barberio, Mr. Saffire telephoned the chief executive officer of Party A to inquire as to whether Party A would have an interest in further discussions regarding a potential strategic transaction with Life Storage. Mr. Saffire and the chief executive officer of Party A discussed arrangements for a follow-up discussion, which was subsequently scheduled for March 10, 2023. The chief executive officer of Party A noted that he was uncertain as to whether Party A would be able to provide sufficient value in a potential transaction to compete with the premium indicated by the PSA February 5th Proposal.

Also on March 3, 2023, in accordance with the Life Storage board’s authorization at its February 28 meeting and as directed by Mr. Barberio, Mr. Saffire telephoned Joseph D. Margolis, Chief Executive Officer of Extra Space, to inquire as to whether Extra Space would have an interest in discussions regarding a potential strategic transaction with Life Storage. During this call, Mr. Margolis confirmed that Extra Space had a strong interest in pursuing such discussions and Messrs. Saffire and Margolis agreed to schedule an in-person meeting to continue such discussions, which was subsequently held on March 8, 2023 in Sarasota, Florida.

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Also on March 3, 2023, representatives of Life Storage sent representatives of Public Storage a diligence request list for materials and information to assist Life Storage in its potential review and analysis of any enhanced proposal that Public Storage may submit.

From March 3, 2023 until April 1, 2023, the management teams of each of Public Storage and Life Storage, together with their respective financial and legal advisors, performed a diligence review with respect to the other company through a review of publicly available and non-public information and held a series of discussions regarding diligence matters.

On March 8, 2023, Messrs. Barberio, Margolis and Saffire met in Sarasota, Florida to discuss Extra Space’s interest in a potential strategic transaction with Life Storage. Mr. Margolis noted that Kenneth Woolley, chairman of the Extra Space board, was unable to attend the meeting due to ongoing travel outside of the United States. During these discussions, Mr. Margolis indicated that Extra Space would be interested in exploring a stock-for-stock, tax-free transaction. No nonpublic information was disclosed at the meeting nor were specific terms of a potential strategic transaction discussed. Later on March 8, 2023, Mr. Saffire delivered to Mr. Margolis via email a form of non-disclosure agreement prepared by Hogan Lovells.

On March 9, 2023, Public Storage provided Life Storage and its representatives with access to a virtual data room containing certain confidential information regarding Public Storage that had been requested by Life Storage and its advisors.

Also on March 9, 2023, Extra Space and Life Storage entered into a non-disclosure agreement, which included, among other things, a reciprocal standstill provision with a 12-month term (with customary fall-away provisions) and customary mutual confidentiality restrictions. The non-disclosure agreement did not include an exclusivity provision that would prohibit Life Storage from discussing or negotiating a potential transaction with other potential counterparties during the standstill period.

Later on March 9, 2023, Life Storage provided Extra Space and its representatives with access to the same Life Storage virtual data room that had been made available to Public Storage. From March 9, 2023 until the execution of the merger agreement on April 2, 2023, each of Public Storage and Extra Space had access to this virtual data room.

On March 10, 2023, Mr. Saffire spoke by telephone with the chief executive officer of Party A who informed Mr. Saffire that Party A remained uncertain regarding the viability of a strategic transaction with Life Storage. Following this March 10 discussion, there were no further communications between Life Storage and Party A.

On March 13, 2023, the Life Storage board held a meeting, at which members of Life Storage management and representatives of Wells Fargo, BofA Securities, Hogan Lovells and Phillips Lytle were present. Mr. Barberio and representatives of Wells Fargo and BofA Securities provided an update on discussions with each of Public Storage and Extra Space and the diligence review that was underway with each potential counterparty. Mr. Saffire updated the Life Storage board regarding his discussions with the chief executive officer of Party A. Messrs. Barberio and Saffire and representatives of Wells Fargo and BofA Securities also noted that various inquiries had been received from private capital sources regarding such parties’ interest in participating in an ancillary role in a strategic or other transaction but that none had expressed an interest in presenting an acquisition proposal. Alexander Gress, Chief Financial Officer of Life Storage, reviewed with the Life Storage board the company’s 5-year financial forecasts and the key underlying assumptions and various factors that could affect the company’s performance relative to such forecasts. After discussion, the Life Storage board authorized and directed its financial advisors to use the 5-year financial forecasts for the purposes of their fairness opinions and related analyses to provide the 5-year financial forecast to Public Storage, Extra Space and other potential counterparties. See the section entitled “The Mergers—Certain Life Storage Unaudited Prospective Financial Information” beginning on page 99 of this joint proxy statement/prospectus.

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On March 14, 2023, the Extra Space board held a meeting, at which members of Extra Space management and representatives of Citi were present. Mr. Margolis informed the Extra Space board of the unsolicited outreach from Life Storage and summarized the discussions with Life Storage representatives and the request by Life Storage for further discussions regarding a potential acquisition of Life Storage by Extra Space. The Extra Space board then discussed with representatives of Citi and Extra Space management the Life Storage acquisition opportunity, including preliminary synergy assessments. Following such discussion, the Extra Space board provided Extra Space management with direction on the potential valuation of Life Storage and authorized Extra Space management to pursue further discussions with respect to a potential acquisition of Life Storage.

Also on March 14, 2023, representatives of Hogan Lovells and Phillips Lytle participated in a conference call with representatives of Latham, counsel to Extra Space, to discuss preliminary matters with respect to a potential transaction between Life Storage and Extra Space. Latham serves as regular outside counsel to Extra Space and had been engaged to advise on a potential transaction with Life Storage. Representatives of Hogan Lovells presented to representatives of Latham a potential structure for a tax-free merger transaction with Extra Space, which took into account Extra Space’s UPREIT structure, Life Storage’s joint venture arrangements and Life Storage’s tax protection agreements with certain Life Storage operating partnership unitholders. Representatives of Hogan Lovells subsequently provided a copy of the presentation to Latham via email. Representatives of Hogan Lovells and representatives of Latham also discussed a process for each party’s diligence review of the other, and Latham was informed that Life Storage diligence materials would be posted to Life Storage’s virtual data room. Subsequent to March 14, 2023 and until the execution of the definitive merger agreement on April 2, 2023, representatives of Hogan Lovells and Phillips Lytle engaged in separate discussions with representatives of each of Wachtell Lipton and Latham regarding, among other matters, potential structure alternatives, proposed tax treatment for the transaction, Life Storage joint venture arrangements, Life Storage tax protection agreements, and certain employee compensation matters in connection with a potential strategic transaction, relating to, among other things, payment of 2023 annual bonuses and payment of severance to employees terminated in connection with the potential transaction.

On March 15, 2023, representatives of Hogan Lovells and Phillips Lytle participated in a conference call with representatives of Wachtell Lipton, counsel to Public Storage, to discuss certain structuring considerations for a potential transaction. Representatives of Hogan Lovells presented to representatives of Wachtell Lipton a potential structure for a merger transaction with Public Storage, which took into account Public Storage’s DownREIT structure, Public Storage’s stated preference for a taxable transaction (but provided for a tax deferred transaction at the operating partnership level), Life Storage’s joint venture arrangements and Life Storage’s tax protection agreements with certain Life Storage operating partnership unitholders. Representatives of Hogan Lovells subsequently provided a copy of the presentation to Wachtell Lipton via email.

On March 16, 2023, representatives of Hogan Lovells had a follow-up call with representatives of Latham to further discuss structuring considerations, including with respect to the potential for a tax-free transaction at the Life Storage operating partnership level and the potential impact of such structure on the Life Storage tax protection agreements.

Also on March 16, 2023, Messrs. Barberio and Saffire met in Atlanta, Georgia with Messrs. Woolley and Margolis to discuss Extra Space’s interest in a potential strategic transaction with Life Storage and the potential merits and challenges of such a transaction. Mr. Woolley noted that the Extra Space board had authorized Extra Space to move forward with the negotiation of a potential transaction with Life Storage. During these discussions, Messrs. Woolley and Margolis made an oral proposal for Extra Space to acquire all of the outstanding shares of Life Storage common stock in a stock-for-stock tax-free transaction at an exchange ratio of 0.835 of a share of Extra Space common stock for each share of Life Storage common stock. Mr. Barberio requested that Extra Space present any acquisition proposal in writing so that Mr. Barberio could provide the proposal to the Life Storage board for consideration.

Later on March 16, 2023, at the direction of Life Storage, representatives of Wells Fargo and BofA Securities participated in a conference call with representatives of Goldman Sachs and Morgan Stanley, in which

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the Public Storage financial advisors noted that Public Storage intended to submit an updated proposal the following week and requested certain additional information regarding the factors the Life Storage board would consider in evaluating a revised proposal, including the potential inclusion of cash as a portion of the proposed merger consideration. Representatives of Wells Fargo and BofA Securities responded that Life Storage was not providing guidance with respect to a preference for cash versus stock consideration but instead encouraged Public Storage to seek to provide the greatest overall value. Thereafter, from March 16, 2023 until March 31, 2023, representatives of Morgan Stanley and Goldman Sachs and representatives of Wells Fargo and BofA Securities held a series of discussions regarding financial and operating matters as well as transaction process and timing matters.

On March 17, 2023, the Extra Space board held a meeting, at which members of Extra Space management were present. Messrs. Woolley and Margolis provided an update to the Extra Space board regarding discussions with Life Storage representatives. As a part of this review, the Extra Space board discussed, among other matters, the strategic rationale of the potential acquisition of Life Storage, timing, proposed economic terms and other key considerations. After discussion, the Extra Space board authorized Extra Space management to continue negotiating an acquisition of all of the outstanding Life Storage common stock at a fixed exchange ratio of 0.835 of a share of Extra Space common stock for each share of Life Storage common stock. Following the March 17 Extra Space board meeting, Extra Space formally engaged on the same day Citi as its outside financial advisor in connection with the potential acquisition of Life Storage.

Later on March 17, 2023, Extra Space delivered to Life Storage a written letter confirming its prior oral proposal to acquire all of the outstanding Life Storage common stock at a fixed exchange ratio of 0.835 of a share of Extra Space common stock for each share of Life Storage common stock (which such letter noted would provide an implied value of $133.57 per share of Life Storage common stock based on the closing price of Extra Space common stock on March 16, 2023), which we refer to in this section as the “EXR March 17th Proposal.” The letter also indicated that Extra Space expected that any definitive merger agreement would contain a customary no shop provision that included a fiduciary out termination right, with the corresponding termination fee amount set at the upper end of the typical range for fully marketed acquisition transactions and that Extra Space would have matching rights for any proposals emerging after the execution of a definitive merger agreement.

Also on March 17, 2023, the management teams of each of Life Storage and Extra Space, together with their respective financial advisors, held a telephonic meeting and discussed the parties’ expectations as to various financial and operating diligence matters, including potential synergies and transaction costs. Thereafter, from March 17, 2023 until March 31, 2023, representatives of Citi and representatives of Wells Fargo and BofA Securities held a series of discussions regarding financial and operating matters as well as transaction process and timing matters.

Shortly after receiving the EXR March 17th Proposal, Mr. Barberio communicated to Mr. Woolley that the exchange ratio in the proposal would likely be perceived as inadequate given the potential of a higher bid. The chairmen determined to continue discussions and diligence sessions to further explore a potential strategic transaction between Life Storage and Extra Space.

Throughout the weeks of March 20 and March 27, 2023, Life Storage’s legal and financial advisors, members of Life Storage management and Mr. Barberio engaged in discussions and diligence sessions with legal and financial advisors of, and members of management and the chairman of the board of directors of, each of Public Storage and Extra Space.

On March 21, 2023, the Life Storage board held a meeting, at which members of Life Storage management and representatives of Wells Fargo, BofA Securities, Hogan Lovells and Phillips Lytle were present. Mr. Barberio provided the Life Storage board with an update regarding recent discussions with representatives of each of Public Storage and Extra Space and the status of the ongoing diligence reviews with each potential counterparty. Representatives of Wells Fargo then discussed with the Life Storage board, among other topics, a preliminary financial comparison of each of the PSA February 5th Proposal, the EXR March 17th Proposal and Life Storage’s independent business plan, which included a comparison of the relative benefits and considerations of each of the possible alternatives. During the meeting, the Life Storage board and its legal and financial advisors discussed (i) the benefits and risks of pursuing a strategic transaction with either Public

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Storage or Extra Space relative to continuing to pursue Life Storage’s existing business strategy as a stand-alone company, (ii) the relative benefits and risks of pursuing a strategic transaction with either Public Storage or Extra Space and the financial outlook of the combined company, (iii) whether there may be other potential counterparties that have both the financial ability and the interest in making and consummating an acquisition proposal at a value greater than that presented by either Public Storage or Extra Space, and (iv) a strategy designed to obtain the highest value from each of Public Storage and Extra Space. Wells Fargo and BofA Securities indicated that there were a limited number of potential buyers that would have the financial ability and interest in making an acquisition proposal for Life Storage, and Mr. Barberio reiterated to the Life Storage board that Party A had not demonstrated an interest in pursuing a potential transaction with Life Storage. Following a conversation amongst the Life Storage board and its financial and legal advisors regarding the risks of further outreach and associated leaks against the potential benefit of obtaining a proposal at a cash price that would be more attractive than the two proposals under consideration, the Life Storage board authorized its financial advisors to contact one specified potential cash buyer, who we refer to in this section as “Party B.” Following further discussion, Life Storage’s financial advisors were directed to encourage each of Public Storage and Extra Space to submit enhanced proposals and Hogan Lovells and Phillips Lytle were directed to prepare a form of draft merger agreement for Life Storage to present to each of Public Storage and Extra Space along with a request that a markup of such draft be returned to Life Storage in order that the Life Storage board would have a more fulsome view of each such party’s proposal.

Later on March 21, 2023, representatives of Wells Fargo and BofA Securities spoke by telephone with representatives of Morgan Stanley and Goldman Sachs to encourage Public Storage to submit an enhanced proposal.

Also on March 21, 2023, representatives of Wells Fargo and BofA Securities spoke by telephone with representatives of Citi to discuss the status of diligence activities. Life Storage’s financial advisors also communicated that Extra Space would be provided with a draft merger agreement in the next several days and that Extra Space was encouraged to submit a markup of such draft.

Also on March 21, 2023, Extra Space provided Life Storage and its representatives with access to a virtual data room containing certain confidential information regarding Extra Space that had been requested by Life Storage and its advisors.

On March 22, 2023, Bloomberg published an article speculating that Extra Space was considering submitting a proposal to acquire Life Storage.

On March 24, 2023, Public Storage delivered to Life Storage via email a written letter from Messrs. Russell and Havner in which it proposed to acquire all of the outstanding shares of Life Storage at an updated exchange ratio of 0.4400 shares of Public Storage common stock for each outstanding Life Storage share (which Public Storage stated in its letter was a five percent increase from the PSA February 5th Proposal), which we refer to in this section as the “PSA March 24th Proposal.”

Later on March 24, 2023, Messrs. Barberio and Saffire spoke via video conference with Messrs. Havner and Russell to acknowledge receipt of Public Storage’s updated offer letter and to inform Public Storage that Hogan Lovells would send to Wachtell Lipton the following day a draft merger agreement. Public Storage was encouraged to submit by the close of business on March 27, 2023 a markup of such draft as well as an enhanced proposal. Messrs. Barberio and Saffire noted to Messrs. Havner and Russell that the PSA March 24th Proposal did not, in effect, represent compelling value and encouraged Public Storage to “put its best foot forward” with a further enhanced proposal. Messrs. Barberio and Saffire informed Messrs. Havner and Russell that the Life Storage board was seeking resolution with respect to a potential strategic transaction within the next week, and each of Public Storage and Life Storage should work to complete its diligence review within that timeframe.

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Subsequently on March 24, 2023, at the direction of Life Storage, representatives of Wells Fargo and BofA Securities spoke by telephone with representatives of Morgan Stanley and Goldman Sachs to reiterate the guidance communicated by Messrs. Barberio and Saffire to Mr. Russell earlier that day. In response to questions from the Public Storage financial advisors, the Life Storage financial advisors reiterated that Life Storage was not providing guidance with respect to a preference for cash versus stock consideration but instead encouraged Public Storage to seek to provide the greatest overall value.

On March 25, 2023, Mr. Barberio spoke by telephone with Mr. Woolley to encourage Extra Space to submit an enhanced proposal by close of business on March 27, 2023. Extra Space was also informed that the Life Storage board was seeking resolution with respect to a potential strategic transaction within the next week, and each of Extra Space and Life Storage should work to complete its diligence review within that timeframe. Following such call, representatives of Wells Fargo and BofA Securities spoke by telephone with representatives of Citi to confirm the matters discussed between Mr. Barberio and Mr. Woolley.

Later on March 25, 2023, representatives of Hogan Lovells distributed, on behalf of Life Storage, the same form of draft merger agreement to counsel for each of Extra Space and Public Storage and requested a markup back from each party by the close of business on March 27, 2023. The draft merger agreement (i) included generally reciprocal representations and warranties, customary interim operating covenants and closing conditions, (ii) included a provision providing for the post-closing appointment of an unspecified number of current Life Storage board members to the board of directors of the combined company, with the number of board seats left open for each of Extra Space and Public Storage to propose, (iii) provided that Life Storage could continue to pay its quarterly dividend at a rate not to exceed $1.20 per share per quarter and would align its dividend payments to its counterparty’s dividend payments during the period between signing and closing of the potential transaction, (iv) included mutual non-solicitation or “no shop” restrictions on each party’s ability to solicit or negotiate alternative acquisition proposals, the ability of Life Storage to terminate the agreement to accept a superior proposal, the ability of either party to change its recommendation to its stockholders due to a superior proposal or an intervening event after signing and a mutual termination fee (equal to 2.75% of each such party’s equity value) and expense reimbursement (up to $20 million) that would be payable by either party under certain circumstances and (v) included a termination fee equal to 1% of Life Storage’s equity value payable by the counterparty to Life Storage in the event that the merger agreement was terminated due to the failure of the counterparty to obtain its stockholder approval for the transaction, which we refer to in this section as the “Parent No Vote Termination Fee.”

On March 26, 2023, Mr. Woolley spoke by telephone with Mr. Barberio regarding the continued interest by Extra Space in a strategic transaction with Life Storage. In response to a request from Mr. Woolley and after taking into account the significantly shorter period of time that had been available to Extra Space (as compared to Public Storage) to conduct diligence and develop a more informed proposal, Mr. Barberio indicated to Mr. Woolley that Life Storage would not object if Extra Space submitted its markup of the draft merger agreement later in the week.

On March 27, 2023, representatives of Wachtell Lipton sent to representatives of Hogan Lovells a markup of the draft merger agreement, which reflected a proposed acquisition of all of the outstanding share of Life Storage common stock for 0.4600 of a share of Public Storage common stock for each share of Life Storage common stock or, at the option of the Life Storage board, up to $26 per share in cash and 0.3692 of a share of Public Storage common stock for each outstanding share of Life Storage common stock. Such proposal was also communicated to Messrs. Barberio and Saffire in a separate letter also received on March 27, 2023, which clarified that at $26 of cash consideration per share of Life Storage common stock, Public Storage would not be required to obtain a vote of its stockholders in connection with the proposed transaction. The Public Storage proposal letter also stated that the revised exchange ratio of 0.4600 was a ten percent increase from the PSA February 5th Proposal and a five percent increase from the exchange ratio of 0.4400 that was provided in the PSA March 24th Proposal. The revised merger agreement included an updated structure proposal to reflect a taxable transaction for holders of Life Storage common stock but a tax-free transaction within Public Storage’s

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DownREIT structure for Life Storage OP unitholders, included a covenant requiring Life Storage to cooperate with Public Storage to obtain third party consents of joint venture partners, proposed that one current member of the Life Storage board would be appointed to the Public Storage board post-closing, revised the no shop provision in a manner that was more favorable to Public Storage, deleted the Parent No Vote Termination Fee and proposed that the termination fee payable by Life Storage would be 3% of Life Storage’s equity value and that the termination fee payable by Public Storage would be 4% of Life Storage’s equity value, among other comments. In this section, we refer to this proposal as the “PSA March 27th Proposal.”

On March 28, 2023, representatives of Hogan Lovells and Phillips Lytle sent to representatives of each of Wachtell Lipton and Latham an initial draft of Life Storage’s disclosure schedules to the merger agreement.

On March 29, 2023, Messrs. Woolley and Barberio spoke by telephone. Mr. Barberio reported to Mr. Woolley that the Life Storage board was scheduled to meet the following day and requested that Extra Space provide a markup of the draft merger agreement in advance of the meeting. Mr. Woolley previewed for Mr. Barberio several of the more material revised terms that would be reflected in the markup, including revisions to the amount of the termination fee and the deletion of the Parent No Vote Termination Fee. Consistent with the guidance provided to Public Storage, Mr. Barberio informed Mr. Woolley that Extra Space was encouraged to “put its best foot forward” with respect to a revised proposal. Also on March 29, 2023, representatives of Wells Fargo and BofA Securities spoke with representatives of Citi to confirm certain process matters.

On March 29, 2023, a representative of Hogan Lovells spoke by telephone with a representative of Wachtell Lipton to request that Wachtell Lipton provide a markup of the draft merger agreement that reflected its cash and stock proposal, noting that the markup that had been delivered on March 27 reflected only Public Storage’s all-stock proposal.

Later on March 29, 2023, representatives of Latham sent representatives of Hogan Lovells a markup of the draft merger agreement, which proposed a termination fee payable by Life Storage equal to 3.25% of Life Storage’s equity value and a termination fee payable by Extra Space equal to 3.25% of Extra Space’s equity value, included revisions to the deal protection provisions that were more favorable to Extra Space, deleted the Parent No Vote Termination Fee and proposed that three current members of the Life Storage board would be appointed to the Extra Space board post-closing, among other comments. The markup did not provide a specific exchange ratio.

On March 30, 2023, the Life Storage board held a meeting at which members of Life Storage management and representatives of Wells Fargo, BofA Securities, Hogan Lovells and Phillips Lytle were present. Mr. Barberio provided an update to the Life Storage board regarding recent discussions with each of Public Storage and Extra Space, including an overview of the PSA March 24th Proposal and the PSA March 27th Proposal in which Public Storage had increased its proposed exchange ratio and further proposed that, at the Life Storage board’s election, a portion of the merger consideration would be payable in cash. Mr. Barberio noted that each of Public Storage and Extra Space had provided comments to the same form of draft merger agreement distributed by Hogan Lovells. He also noted that Mr. Woolley had informed him that Extra Space would submit an updated proposal. Mr. Barberio reported that representatives of BofA Securities had contacted Party B, which had responded that given the current valuations for Life Storage it was not interested in pursuing discussions regarding an acquisition of Life Storage. Representatives of Wells Fargo then reviewed with the Life Storage board, among other topics, a preliminary financial comparison of the PSA March 24th Proposal and the PSA March 27th Proposal against the EXR March 17th Proposal, a preliminary comparison of potential synergies, a review of each of Public Storage’s and Extra Space’s forecasts and a preliminary financial review of the combined company that would result from a potential combination with each of Public Storage and Extra Space. Representatives of Hogan Lovells also discussed with the Life Storage board the material terms of each of the markups of the draft merger agreement that had been received from Public Storage and Extra Space. A representative of Hogan Lovells also discussed with the Life Storage board the directors’ fiduciary duties and

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certain other legal matters under Maryland law in the context of considering alternative potential business combination transaction proposals. A discussion then ensued amongst members of the Life Storage board and its legal and financial advisors and Life Storage management regarding the various alternatives.

Later on March 30, 2023, representatives of Hogan Lovells participated in a video conference call with representatives of Wachtell Lipton to discuss the draft merger agreement, including with respect to the transaction structure for Life Storage OP. Representatives of Wachtell Lipton sent to Hogan Lovells later that day a markup of the draft merger agreement that reflected its cash and stock proposal.

Also on March 30, 2023, Mr. Russell telephoned Mr. Barberio to inquire further about process and timing matters. During such conversation, Mr. Barberio encouraged Public Storage to “put its best foot forward” with a revised enhanced proposal. Mr. Barberio also discussed with Mr. Russell Public Storage’s proposal regarding the composition of the potential combined company board and Public Storage’s proposal to appoint one current member of the Life Storage board to the potential combined company board.

Subsequently on March 30, 2023, Mr. Barberio and Mr. Woolley spoke by telephone. Mr. Barberio informed Mr. Woolley that the Life Storage board had discussed Extra Space’s markup of the merger agreement and encouraged Extra Space to submit an enhanced proposal in terms of valuation. Mr. Woolley reiterated Extra Space’s continued interest in a strategic transaction with Life Storage and previewed that the Extra Space board would be meeting the next day to further discuss the strategic transaction and associated valuation issues.

Also on March 30, 2023, representatives of Latham sent to representatives of Hogan Lovells an initial draft of Extra Space’s disclosure schedules to the draft merger agreement.

Also on March 30, 2023, Extra Space engaged J.P. Morgan as an additional outside financial advisor in connection with the potential acquisition of Life Storage.

On the morning on March 31, 2023, at the direction of Life Storage, representatives of Wells Fargo and BofA Securities telephoned representatives of Goldman Sachs and Morgan Stanley to communicate that Life Storage was seeking best and final offers by the close of business that day. Representatives of Wells Fargo and BofA Securities also indicated that Hogan Lovells would send to Wachtell Lipton later that morning a revised form of the draft merger agreement responding to the revisions proposed by Public Storage and its advisors in the drafts previously provided to Life Storage. The Life Storage financial advisors also requested that Public Storage and its advisors include with their best and final proposal that evening a revised markup of the draft merger agreement. Shortly thereafter, representatives of Hogan Lovells spoke by telephone with representatives of Wachtell Lipton and confirmed the process outlined by Wells Fargo and BofA Securities and stated that representatives of Hogan Lovells would be available throughout the day for discussions, whether by telephone or email, certain of which occurred during such day. Shortly after these discussions, representatives of Hogan Lovells sent to representatives of Wachtell Lipton markups of the all-stock draft merger agreement and the cash and stock draft merger agreement. Later in the day, Mr. Havner telephoned Mr. Barberio and left a voicemail noting that Public Storage was willing to appoint two current members of the Life Storage board to the Public Storage board post-closing, an increase from the prior proposal of one current member of the Life Storage board joining the Public Storage board.

Also on March 31, 2023, Mr. Barberio spoke by telephone with Mr. Woolley to provide substantially similar guidance to Extra Space as had been previously provided to Public Storage, including with respect to the delivery by Extra Space by the close of business that day of an enhanced proposal and a further markup of a revised draft of the merger agreement that would be distributed that morning by representatives of Hogan Lovells to representatives of Latham. Shortly after such discussion, representatives of Hogan Lovells sent to representatives of Latham a markup of the revised draft merger agreement previously provided by Latham. Throughout the day on March 31, 2023, representatives of Hogan Lovells engaged with representatives of Latham to discuss various issues in the draft merger agreement. Also on March 31, 2023, representatives of Wells Fargo and BofA Securities spoke with representatives of Citi to confirm certain process matters.

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Also on March 31, 2023, the Extra Space board held a meeting, at which members of Extra Space management and representatives of Citi and Latham were present. Mr. Woolley provided an update to the Extra Space board regarding discussions with Life Storage representatives. Messrs. Woolley and Margolis presented materials prepared by Extra Space management and Citi regarding the strategic rationale and merits of the potential acquisition of Life Storage, including the anticipated synergies and an analysis of standalone and pro forma balance sheet considerations. A representative of Latham discussed with the Extra Space board the key terms and conditions, including closing conditions, deal protections and related matters, set forth in the draft merger agreement, as well as the Extra Space directors’ fiduciary duties and certain other legal matters in the context of reviewing and analyzing a potential business combination transaction under Maryland law. Extra Space management also discussed with the Extra Space board an updated valuation model and the basis for potentially increasing the exchange ratio previously proposed by Extra Space. After discussion with Extra Space management and its financial and legal advisors, the Extra Space board authorized Extra Space management to submit a revised proposal to acquire Life Storage at an increased exchange ratio of 0.895 of a share of Extra Space common stock for each share of Life Storage common stock.

Later on March 31, 2023, representatives of Hogan Lovells received revised markups of the draft merger agreements from each of Wachtell Lipton, on behalf of Public Storage, and Latham, on behalf of Extra Space. Extra Space also delivered to Life Storage via email a written letter from Mr. Margolis in which it proposed an updated exchange ratio of 0.895 shares of Extra Space common stock for each share of Life Storage common stock, reflecting a 7.19% increase from its previous proposal of 0.835 shares of Extra Space common stock for each share of Life Storage common stock. Based on the closing price of Extra Space common stock on March 31, 2023 of $162.93, an exchange ratio of 0.895 shares of Extra Space common stock for each outstanding share of Life Storage common stock implied a current value of $145.82 per share of Life Storage common stock. Public Storage delivered to Life Storage via email a written letter from Messrs. Russell and Havner in which it proposed an improved exchange ratio of 0.4650 shares of Public Storage common stock for each outstanding share of Life Storage common stock in an all-stock transaction or, in the alternative, a proposal for a combination of cash and stock with an exchange ratio of 0.3789 shares of Public Storage common stock plus $26.00 of cash for each share of Life Storage common stock. Based on the closing price of Public Storage common stock on March 31, 2023 of $302.14, an exchange ratio of 0.4650 shares of Public Storage common stock for each outstanding share of Life Storage common stock implied a current value of $140.50 per share of Life Storage common stock and an exchange ratio of 0.3789 shares of Public Storage common stock plus $26.00 of cash for each outstanding share of Life Storage common stock implied a current value of $140.48 per share of Life Storage common stock.

On April 1, 2023, representatives of Wachtell Lipton sent to representatives of Hogan Lovells an initial draft of Public Storage’s disclosure schedules to the merger agreement.

On the morning on April 1, 2023, the Life Storage board held a meeting at which members of Life Storage management and representatives of Wells Fargo, BofA Securities, Hogan Lovells and Phillips Lytle were present, to review and discuss the proposals received from Public Storage and Extra Space on March 31, 2023. A representative of Hogan Lovells discussed with the Life Storage board the directors’ fiduciary duties and certain other legal matters under Maryland law in the context of considering alternative potential business combination transaction proposals. A representative of Wells Fargo provided an update on the status of the discussions with each of Public Storage and Extra Space and discussed with the Life Storage board a preliminary financial comparison of the March 31 proposals received from each of Public Storage and Extra Space. A representative of Hogan Lovells then reviewed the material terms of the proposed revisions to the draft merger agreement delivered by legal counsel to each of Public Storage and Extra Space. The Life Storage board discussed each alternative as well as continuing to pursue Life Storage’s existing business strategy as an independent, stand-alone company and the viability of pursuing another strategic combination. Following these presentations and discussions, and other discussions by the Life Storage board concerning, among other things, the matters described in the section entitled “The Mergers—Recommendation of the Life Storage Board of Directors and Its Reasons for the Mergers” beginning on page 66 of this joint proxy statement/prospectus, the Life Storage board unanimously authorized Life Storage management and Life Storage’s legal and financial advisors to work to

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finalize the terms of the potential strategic transaction with Extra Space, including with respect to the draft merger agreement, on the terms described and discussed during the meeting.

Following the Life Storage board meeting on April 1, 2023, Mr. Barberio telephoned Mr. Woolley to inform Extra Space that the Life Storage board had authorized Life Storage to finalize the terms of the potential strategic transaction with Extra Space in line with the Extra Space proposal submitted on March 31, 2023.

Over the course of the day on April 1 and April 2, 2023, representatives of Hogan Lovells and Phillips Lytle and representatives of Latham, along with the management teams of each of Life Storage and Extra Space, worked to finalize the draft merger agreement and the disclosure schedules and exhibits to the merger agreement.

On the morning of April 2, 2023, the Life Storage board held a meeting at which members of Life Storage management and representatives of Wells Fargo, BofA Securities, Hogan Lovells and Phillips Lytle were present. A representative of Hogan Lovells discussed with the Life Storage board the directors’ fiduciary duties and certain other legal matters under Maryland law in the context of reviewing and analyzing a potential business combination transaction with Extra Space. A representative of Hogan Lovells provided the Life Storage board with an update regarding the status of negotiations with respect to the potential transaction. Representatives of Wells Fargo reviewed with the Life Storage board Wells Fargo’s preliminary financial analysis of the potential transaction. Representatives of BofA Securities reviewed with the Life Storage board BofA Securities’ preliminary financial analysis of the potential transaction. Representatives of Hogan Lovells then reviewed the material terms of the merger agreement. After discussion, representatives of Wells Fargo, BofA Securities and Hogan Lovells and members of Life Storage management responded to questions from the Life Storage board.

Also on the morning of April 2, 2023, the Extra Space board held a meeting at which members of Extra Space management and representatives of Citi, J.P. Morgan and Latham were present. Representatives of Citi reviewed with the Extra Space board its financial analysis of the potential transaction and delivered to the Extra Space board its oral opinion, subsequently confirmed by delivery of a written opinion dated April 2, 2023, to the effect that, as of that date and based upon and subject to the factors and assumptions set forth in Citi’s written opinion, the exchange ratio provided for pursuant to the merger agreement was fair, from a financial point of view, to Extra Space. The opinion of Citi is more fully described in the section entitled “The Mergers—Opinion of Extra Space’s Financial Advisor” beginning on page 71 of this joint proxy statement/prospectus. A representative of Latham provided the Extra Space board an update regarding the status of negotiations with respect to the potential transaction and presented to the Extra Space board the material terms and conditions set forth in the merger agreement. The Extra Space board, with the advice and assistance of its financial advisors and outside legal counsel and Extra Space’s management team, evaluated and discussed the material terms of the merger agreement and the transactions contemplated thereby. Following these presentations and discussions, and other discussions by the Extra Space board concerning, among other things, the matters described in the section entitled “The Mergers—Recommendation of the Extra Space Board of Directors and Its Reasons for the Mergers” beginning on page 64 of this joint proxy statement/prospectus, the Extra Space board, by a unanimous vote of all directors, on behalf of Extra Space, Extra Space OP, Extra Space Merger Sub and Extra Space OP Merger Sub, then (i) determined that the mergers and the other transactions contemplated by the merger agreement were advisable and in the best interest of Extra Space and its stockholders, Extra Space OP and its limited partners, and Extra Space Merger Sub and Extra Space OP Merger Sub, (ii) authorized and approved the mergers and the other transactions contemplated by the merger agreement, (iii) authorized, approved and adopted the merger agreement, (iv) directed that the issuance of shares of Extra Space common stock in connection with the company merger, be submitted for consideration at a meeting of Extra Space stockholders, and (v) recommended that Extra Space stockholders approve the issuance of shares of Extra Space common stock in connection with the company merger and approved the inclusion of such recommendation in the proxy statement to be sent to stockholders in respect of the mergers.

In the afternoon of April 2, 2023, the proposed final draft of the merger agreement was circulated to all parties. Representatives of Latham and representatives of Hogan Lovells and Phillips Lytle also finalized the terms of Extra Space’s and Life Storage’s disclosure schedules, as well as the exhibits to the merger agreement.

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Later in the afternoon of April 2, 2023, the Life Storage board held a meeting, at which members of Life Storage management and representatives of Wells Fargo, BofA Securities, Hogan Lovells and Phillips Lytle were present. Representatives of Hogan Lovells provided an update on the proposed final draft of the merger agreement. During the meeting, representatives of each of Wells Fargo and BofA Securities delivered to the Life Storage board its respective oral opinion, subsequently confirmed by delivery of a written opinion dated April 2, 2023, to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by each of Wells Fargo and BofA Securities in preparing its respective written opinion, the exchange ratio provided for in the proposed transaction with Extra Space was fair, from a financial point of view, to the holders of shares of Life Storage common stock (other than shares held by Life Storage, Extra Space or any of their respective affiliates or subsidiaries). The opinions of each of Wells Fargo and BofA Securities is more fully described in the section entitled “The Mergers—Opinions of Life Storage’s Financial Advisors” beginning on page 79 of this joint proxy statement/prospectus. The Life Storage board, with the advice and assistance of its financial advisors and outside legal counsel and Life Storage’s management team, evaluated and discussed the material terms of the merger agreement and the transactions contemplated thereby as well as the value and significant premium provided by the exchange ratio. Following these presentations and discussions, and other discussions by the Life Storage board concerning, among other things, the matters described in the section entitled “The Mergers—Recommendation of the Life Storage Board of Directors and Its Reasons for the Mergers” beginning on page 66 of this joint proxy statement/prospectus, the Life Storage board, by a unanimous vote of all directors, on behalf of Life Storage and Life Storage OP, then (i) determined that the mergers and the other transactions contemplated by the merger agreement were advisable and in the best interest of Life Storage and its stockholders, and Life Storage OP and its limited partners, (ii) authorized and approved the mergers and the other transactions contemplated by the merger agreement, (iii) authorized, approved and adopted the merger agreement, (iv) directed that the merger agreement and the transactions contemplated thereby, including the company merger, be submitted for consideration at a meeting of Life Storage stockholders, and (v) recommended that Life Storage’s stockholders approve the company merger and approved the inclusion of such recommendation in the proxy statement to be sent to stockholders in respect of the mergers.

On the afternoon of April 2, 2023, Life Storage and Extra Space executed and delivered the merger agreement.

Also on the afternoon of April 2, 2023, the management teams of each of Life Storage and Extra Space, together with their respective legal and financial advisors, reviewed and discussed a communications plan to be implemented in connection with the execution of the merger agreement.

On the morning of April 3, 2023, prior to the opening of trading of Life Storage common stock and Extra Space common stock on the NYSE, Life Storage and Extra Space issued a joint press release publicly announcing the mergers and execution of the merger agreement.

On May 18, 2023, Life Storage and Extra Space executed an amendment to the merger agreement, in accordance with Sections 2.5 and 9.5 of the merger agreement, to, among other matters, (i) remove the right of Minority Limited Partners to elect to receive shares of Extra Space common stock in lieu of Extra Space OP common units in the partnership merger, (ii) remove the right of holders of Life Storage OP preferred units to elect to convert their respective Life Storage OP preferred units to Life Storage OP common units prior to the partnership merger effective time or receive a cash payment equal to the liquidation preference upon the consummation of the partnership merger, and (iii) replace the top-up cash payment to be paid to certain holders of Life Storage Restricted Shares with top-up grants of Life Storage PSUs. These changes were made, in part, to simplify the transaction structure and better reflect the business deal among the parties, while remaining consistent with the intended tax treatment of the mergers. In addition, the change described in clause (ii) above was made, in part, because all Life Storage OP preferred units had been converted to Life Storage OP common units and, therefore, no Life Storage OP preferred units were outstanding as of the date of the amendment to the merger agreement.

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Recommendation of the Extra Space Board of Directors and Its Reasons for the Mergers

In evaluating the merger agreement and the transactions contemplated thereby, including the mergers, the Extra Space board consulted with Extra Space’s senior management and its outside legal counsel and financial advisors and unanimously determined and declared that the merger agreement, the mergers and the other transactions contemplated by the merger agreement are advisable and in the best interests of Extra Space and its stockholders. The Extra Space board has unanimously approved the merger agreement and the transactions contemplated thereby and unanimously recommends that the Extra Space stockholders vote to approve the Extra Space common stock issuance on the terms and conditions set forth in the merger agreement.

In determining that the merger agreement and the transactions contemplated thereby are advisable and in the best interests of Extra Space and its stockholders, in approving the merger agreement and the transactions contemplated thereby and in recommending that Extra Space stockholders vote to approve the Extra Space common stock issuance on the terms set forth in the merger agreement, the Extra Space board considered various factors that it viewed as supporting its decisions, including the following material factors:

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The Extra Space board also considered a number of risks and other factors identified in its deliberations as weighing negatively against the mergers, including the following:

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The foregoing discussion of factors considered by the Extra Space board is not intended to be exhaustive and may not include all the factors considered by the Extra Space board. In view of the wide variety of factors considered in connection with its evaluation of the mergers and the complexity of these matters, the Extra Space board did not attempt to quantify, rank or otherwise assign any relative or specific weights to the factors that it considered in reaching its determination to approve the mergers and the merger agreement. In addition, individual members of the Extra Space board may have given differing weights to different factors. The Extra Space board conducted an overall review of the factors described above and other factors, including through discussions with, and inquiry of, Extra Space’s management and outside legal and financial advisors.

After consideration of these factors, the Extra Space board determined that, overall, the potential benefits of the mergers outweighed the potential risks. Accordingly, the Extra Space board unanimously approved the merger agreement and the transactions contemplated thereby, including the mergers, and unanimously recommends that the Extra Space stockholders vote “FOR” the Extra Space common stock issuance proposal.

Recommendation of the Life Storage Board of Directors and Its Reasons for the Mergers

In evaluating the merger agreement and the transactions contemplated thereby, including the mergers, the Life Storage board consulted with Life Storage’s senior management and its outside legal counsel and financial

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advisors. After several meetings and discussions, the Life Storage board unanimously determined that the mergers and the other transactions contemplated by the merger agreement are advisable and in the best interests of Life Storage and its stockholders and Life Storage OP and its limited partners. The Life Storage board has unanimously approved the mergers and the other transactions contemplated by the merger agreement, has unanimously approved and adopted the merger agreement, and unanimously recommends that the Life Storage stockholders vote “FOR” the Life Storage merger proposal.

In determining that the mergers and the other transactions contemplated by the merger agreement are advisable and in the best interests of Life Storage and its stockholders and Life Storage OP and its limited partners, in approving the mergers and the other transactions contemplated by the merger agreement on the terms set forth in the merger agreement, in approving and adopting the merger agreement, and in recommending that Life Storage stockholders vote in favor of the Life Storage merger proposal, the Life Storage board considered various factors that it viewed as supporting its decisions, including the following material factors:

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The Life Storage board also considered a number of risks and other potentially negative factors in considering the merger agreement, the mergers and the other transactions contemplated by the merger agreement, including the following:

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