Extra Space Storage Inc
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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FY2024 · Filed Feb 28, 2025
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Item 15. Exhibits and Financial Statement Schedules
(a)Documents filed as part of this report:
(1) and (2). All Financial Statements and Financial Statement Schedules filed as part of this Annual Report on 10-K are included in Item 8—“Financial Statements and Supplementary Data” of this Annual Report on 10-K and reference is made thereto.
(3) The following documents are filed or incorporated by references as exhibits to this report:
| ExhibitNumber · Exhibit Description · Incorporated by Reference · Filed Herewith | ||||
|---|---|---|---|---|
| Form · Date · Number | ||||
| 2.1 | Agreement and Plan of Merger, dated as of April 2, 2023, by and among Extra Space Storage Inc., Extra Space Storage LP, Eros Merger Sub, LLC, Eros OP Merger Sub, LLC, Life Storage, Inc. and Life Storage LP | 8-K | April 3, 2023 | 2.1 |
| 2.2 | Amendment to Agreement and Plan of Merger, dated as of May 18, 2023, by and among Extra Space Storage Inc., Extra Space Storage LP, Eros Merger Sub, LLC, Eros OP Merger Sub, LLC, Life Storage, Inc. and Life Storage LP | 8-K | July 20, 2023 | 2.2 |
| 3.1 | Amended and Restated Articles of Incorporation of Extra Space Storage Inc. | S-11 | August 10, 2004 | 3.1 |
| 3.2 | Articles of Amendment of Extra Space Storage Inc., dated September 28, 2007. | 8-K | October 3, 2007 | 3.1 |
| 3.3 | Articles of Amendment of Extra Space Storage Inc., dated August 29, 2013. | 8-K | August 29, 2013 | 3.1 |
| 3.4 | Articles of Amendment of Extra Space Storage Inc., dated May 21, 2014. | 8-K | May 28, 2014 | 3.1 |
| 3.5 | Second Amended and Restated Bylaws of Extra Space Storage Inc. | 8-K | January 17, 2018 | 3.1 |
| 3.6 | Fourth Amended and Restated Agreement of Limited Partnership of Extra Space Storage LP. | 8-K | December 6, 2013 | 10.1 |
| 4.1 | Junior Subordinated Note | 10-K | February 26, 2010 | 4.3 |
| 4.2 | Description of Securities | 10-K | February 25, 2020 | 4.6 |
| 4.3 | Indenture, dated as of May 11, 2021, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Wells Fargo Bank, National Association, as trustee. | 8-K | May 11, 2021 | 4.1 |
| 4.4 | First Supplemental Indenture, dated as of May 11, 2021, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Wells Fargo Bank, National Association, as trustee, including the form of the Notes and the Guarantee. | 8-K | May 11, 2021 | 4.2 |
| 4.5 | Second Supplemental Indenture, dated as of September 22, 2021, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Wells Fargo Bank, National Association, as trustee, including the form of the Notes and the Guarantee. | 8-K | September 22, 2021 | 4.2 |
| 4.6 | Third Supplemental Indenture, dated as of March 31, 2022, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee. | 8-K | March 31, 2022 | 4.2 |
| ExhibitNumber · Exhibit Description · Incorporated by Reference · Filed Herewith | ||||
|---|---|---|---|---|
| Form · Date · Number | ||||
| 4.7 | Fourth Supplemental Indenture, dated as of March 28, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee. | 8-K | March 28, 2023 | 4.2 |
| 4.8 | Fifth Supplemental Indenture, dated as of June 16, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee. | 8-K | June 16, 2023 | 4.2 |
| 4.9 | Sixth Supplemental Indenture, dated as of July 25, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee. | 8-K | July 25, 2023 | 4.4 |
| 4.10 | Seventh Supplemental Indenture, dated as of July 25, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee. | 8-K | July 25, 2023 | 4.5 |
| 4.11 | Eighth Supplemental Indenture, dated as of July 25, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee. | 8-K | July 25, 2023 | 4.6 |
| 4.12 | Ninth Supplemental Indenture, dated as of July 25, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee. | 8-K | July 25, 2023 | 4.7 |
| 4.13 | Tenth Supplemental Indenture, dated as of July 25, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee. | 8-K | July 25, 2023 | 4.8 |
| 4.14 | Eleventh Supplemental Indenture, dated as of December 1, 2023, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee. | 8-K | December 1, 2023 | 4.2 |
| 4.15 | Twelfth Supplemental Indenture, dated as of January 19, 2024, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee. | 8-K | January 19, 2024 | 4.2 |
| 4.16 | Thirteenth Supplemental Indenture, dated as of August 12, 2024, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee. | 8-K | August 12, 2024 | 4.2 |
| ExhibitNumber · Exhibit Description · Incorporated by Reference · Filed Herewith | ||||
|---|---|---|---|---|
| Form · Date · Number | ||||
| 4.17 | Base Indenture, dated as of June 20, 2016, among Life Storage, Inc., Life Storage LP and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 10-K filed by Life Storage Inc. on February 24, 2023). | 8-K | July 25, 2023 | 4.1 |
| 4.18 | Sixth Supplemental Indenture, dated as of July 25, 2023, among Life Storage LP, as issuer, Life Storage LLC, as parent guarantor, and Computershare Trust Company, N.A., as trustee. | 8-K | July 25, 2023 | 4.2 |
| 10.1 | Joint Venture Agreement, dated June 1, 2004, by and between Extra Space Storage LLC and Prudential Financial, Inc. | S-11/A | July 26, 2004 | 10.14 |
| 10.2 | Registration Rights Agreement, dated June 20, 2005, among Extra Space Storage Inc. and the investors named therein. | 8-K | June 24, 2005 | 10.2 |
| 10.3 | Promissory Note, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe. | 8-K | June 26, 2007 | 10.2 |
| 10.4 | Pledge Agreement, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe. | 8-K | June 26, 2007 | 10.3 |
| 10.5 | Membership Interest Purchase Agreement, dated as of April 13, 2012, between Extra Space Properties Sixty Three LLC and PRISA III Co-Investment LLC. | 8-K | April 16, 2012 | 10.1 |
| 10.6 | Letter Agreement, dated as of November 22, 2013, amending the Contribution Agreement, dated June 15, 2007, among Extra Space Storage LP and various limited partnerships affiliated with AAAAA Rent-A-Space, and the Promissory Note, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe. | 10-Q | May 8, 2014 | 10.1 |
| 10.7 | Letter Agreement, dated April 18, 2017, amending the Promissory Note and Waiving a Portion of the Series A Preferred Priority Return, among Extra Space Storage LP, ESS Holdings Business Trust I, H. James Knuppe and Barbara Knuppe. | 10-Q | May 5, 2017 | 10.1 |
| 10.8* | Extra Space Storage Inc. Executive Change in Control Plan. | 8-K | August 31, 2010 | 10.1 |
| 10.9* | 2015 Incentive Award Plan | DEFA14A | April 14, 2015 | Definitive Proxy Statement |
| 10.10* | Form of 2015 Incentive Award Plan Performance Stock Award Agreement | 10-K | February 26, 2020 | 10.13 |
| 10.11* | 2004 Long-Term Compensation Incentive Plan as amended and restated effective March 25, 2008 | DEFA14A | April 14, 2008 | Definitive Proxy Statement |
| 10.12* | Form of 2004 Long Term Incentive Compensation Plan Option Award Agreement for Employees with employment agreements. | 10-K | February 26, 2010 | 10.11 |
| 10.13* | 2004 Long Term Incentive Compensation Plan Restricted Stock Award Agreement. | 10-Q | November 7, 2007 | 10.2 |
| 10.14 | Policy for the Recovery of Erroneously Awarded Compensation | 10-K | February 29, 2024 | 10.14 |
| 10.15 | Third Amended and Restated Credit Agreement, dated as of June 22, 2023, by and among Extra Space Storage Inc., Extra Space Storage LP, U.S. Bank National Association, as administrative agent, certain other financial institutions acting as syndication agents, documentation agents and lead arrangers and book runners, and certain lenders party thereto. | 8-K | June 27, 2023 | 10.1 |
| 10.16 | Equity Distribution Agreement, dated as of April 15, 2024, among the Company, the Operating Partnership, the Sales Agents and the Forward Purchasers (incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3 filed by Extra Space Storage Inc. on April 15, 2024). | 8-K | April 15, 2024 | 1.1 |
| ExhibitNumber | Exhibit Description | Incorporated by Reference | Filed Herewith | ||
| Form | Date | Number | |||
| 19.1 | Insider Trading Compliance Policy and Procedures | X | |||
| 21.1 | Subsidiaries of the Company | X | |||
| 22.1 | Issuer and Guarantors of Guaranteed Securities | X | |||
| 23.1 | Consent of Ernst & Young LLP | X | |||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1 | Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 101 | The following financial information from Registrant’s Annual Report on Form 10-K for the period ended December 31, 2024, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2024 and 2023; (ii) Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022; (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022; and (vi) Notes to Consolidated Financial Statements. | X | |||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | X | |||
- Management compensatory plan or arrangement
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