Extra Space Storage Inc. (NYSE: EXR), a leading real estate investment trust (REIT) and the second-largest owner and operator of self-storage properties in the United States, filed a Current Report on Form 8-K with the Securities and Exchange Commission on July 6, 2026, disclosing a significant debt capital markets transaction. The filing reports that Extra Space Storage LP, a Delaware limited partnership and operating subsidiary of the Company, completed an underwritten public offering of $550,000,000 aggregate principal amount of 4.900% Senior Notes due 2032, backed by full and unconditional guarantees from the parent company and two affiliated business trusts. This 8-K filing provides comprehensive disclosure of the material terms of the definitive agreement governing the Notes, the direct financial obligations created thereby, and the exhibits filed in connection with the transaction, offering investors a complete picture of this important financing event.

I. Material Definitive Agreement — Item 1.01

On July 6, 2026, Extra Space Storage LP (the "Issuer"), a Delaware limited partnership and subsidiary of Extra Space Storage Inc. (the "Company"), completed an underwritten public offering of $550,000,000 aggregate principal amount of 4.900% Senior Notes due 2032 (the "Notes") [Item 2.03, ¶1]. The Notes are fully and unconditionally guaranteed by Extra Space Storage Inc., ESS Holdings Business Trust I, and ESS Holdings Business Trust II (the "Guarantors"), and are governed by a Base Indenture dated May 11, 2021, as supplemented by a Sixteenth Supplemental Indenture dated July 6, 2026 (the "Indenture"), among the Issuer, the Guarantors, and Computershare Trust Company, N.A., as successor trustee [Item 2.03, ¶1]. The Sixteenth Supplemental Indenture constitutes a material definitive agreement of the Company, and the information set forth in Item 2.03 of this Form 8-K is expressly incorporated by reference into this Item 1.01 [Item 1.01 - Material Agreement, ¶1].

The Notes bear interest at a fixed rate of 4.900% per annum, payable semiannually on February 1 and August 1 of each year, beginning February 1, 2027, with the entire principal amount due at maturity on February 1, 2032. The public offering price was 99.702% of the principal amount, reflecting a slight discount to par [Item 2.03, ¶2-3]. The Notes were offered under an effective shelf registration statement filed with the SEC on April 15, 2024 (Registration No. 333-278690), a base prospectus dated April 15, 2024, and a prospectus supplement dated June 24, 2026 [Item 2.03, ¶7]. This shelf registration framework demonstrates the Company's proactive approach to capital management, allowing it to access the public debt markets efficiently when market conditions are favorable.

The Notes are senior unsecured obligations of the Issuer and rank equally in right of payment with all of the Issuer's other existing and future senior unsecured indebtedness. However, they are structurally subordinated in right of payment to all of the Issuer's existing and future mortgage indebtedness and other secured indebtedness, as well as to all indebtedness and liabilities of the Issuer's subsidiaries and any entity the Issuer accounts for using the equity method of accounting [Item 2.03, ¶2]. This structural subordination is a standard feature of unsecured debt issued by holding companies and operating partnerships in the REIT sector, where property-level mortgage debt typically takes priority over unsecured obligations at the partnership level.

The Indenture contains various restrictive covenants that govern the conduct of the Issuer and its subsidiaries, including limitations on the ability to incur additional indebtedness and requirements to maintain a pool of unencumbered assets [Item 2.03, ¶2-3]. These covenants are designed to preserve the credit quality of the Notes by ensuring that the Issuer maintains a sufficient asset base that is not pledged as collateral to other creditors. Such covenants are standard for investment-grade debt issuances and reflect the Company's commitment to maintaining its strong credit profile in the capital markets.

II. Direct Financial Obligation — Item 2.03

The completion of the Notes offering on July 6, 2026 created a direct financial obligation for Extra Space Storage LP in the aggregate principal amount of $550,000,000, representing a significant long-term, fixed-rate financing transaction. The Notes bear interest at 4.900% per annum, payable semiannually on February 1 and August 1 of each year, beginning February 1, 2027, with the principal due at maturity on February 1, 2032 [Item 2.03, ¶1-3]. The $550 million aggregate principal amount of this offering provides the Company with substantial additional liquidity and long-term fixed-rate financing at a favorable 4.900% coupon, locking in predictable interest costs for the duration of the six-year term. The senior unsecured structure, backed by full and unconditional guarantees from the parent company and certain subsidiary guarantors, reflects the Company's strong credit profile and access to the capital markets.

The Issuer may redeem the Notes at its option, in whole or in part, at any time prior to January 1, 2032 (one month prior to the maturity date), at a redemption price equal to the greater of 100% of the principal amount being redeemed or a make-whole premium calculated in accordance with the Indenture, plus accrued and unpaid interest to the redemption date. On or after January 1, 2032, the redemption price is simply 100% of the principal amount being redeemed, plus accrued and unpaid interest [Item 2.03, ¶3-4]. The make-whole premium provision protects noteholders by compensating them for the loss of future interest payments when the Issuer exercises its optional redemption right prior to the final maturity date, while the transition to par redemption in the final month before maturity provides the Issuer with a clean and cost-effective mechanism to retire the Notes at maturity.

The Indenture specifies certain events of default that, if they occur, may result in the accelerated maturity of the Notes. These events include: a default for 30 days in the payment of any interest installment; a default in the payment of principal or redemption price when due; failure by the Issuer or any Guarantor to comply with other agreements in the Notes or Indenture, subject to a 60-day cure period following notice from the Trustee or holders of at least 25% in aggregate principal amount of outstanding Notes; failure to pay any debt (other than non-recourse debt) for borrowed money by the Issuer, any Guarantor, or any Significant Subsidiary in an outstanding principal amount exceeding $100 million at final maturity or upon acceleration, subject to a 60-day cure period; and certain bankruptcy, insolvency, or reorganization events involving the Issuer, any Guarantor, or any Significant Subsidiary [Item 2.03, ¶4-7].

The cross-default provision, which applies to debt of the Issuer, any Guarantor, or any Significant Subsidiary in an outstanding principal amount exceeding $100 million, is a particularly important risk disclosure for investors. This means that a default on other significant borrowings by the Company or its key subsidiaries could trigger an acceleration of the Notes, even if the Issuer is current on all payments and covenants under the Indenture itself. The 60-day cure period provides a window to remedy such defaults before acceleration occurs, but the provision nonetheless creates a linkage between the Notes and the Company's broader debt portfolio.

The restrictive covenants contained in the Indenture, while limiting some financial flexibility, are standard for investment-grade issuers and are designed to maintain the Company's credit quality and protect noteholders. The requirement to maintain a pool of unencumbered assets ensures that the Issuer retains a base of assets that are not pledged as collateral, providing a source of recovery for unsecured creditors in the event of a default. Similarly, the limitations on incurring additional indebtedness help prevent the Issuer from becoming over-leveraged, preserving the credit standing of the Notes throughout their term.

III. Exhibits and Financial Information — Item 9.01

In connection with this Current Report on Form 8-K, Extra Space Storage Inc. filed nine exhibits providing the full legal and documentary framework for the Notes offering. These exhibits include the Base Indenture dated May 11, 2021 (Exhibit 4.1, incorporated by reference) and the Sixteenth Supplemental Indenture dated July 6, 2026 (Exhibit 4.2), which together govern the terms, covenants, and conditions of the newly issued Notes [Item 9.01 - Exhibits, Table 1]. The Base Indenture serves as the master agreement establishing the general terms for senior debt issuances by Extra Space Storage LP, while each supplemental indenture, including this Sixteenth Supplemental Indenture, tailors those general terms to the specific series of Notes being issued.

The Company also filed three legal opinions addressing the validity and enforceability of the Notes. Latham & Watkins LLP, as counsel to the Company, provided its opinion on the validity of the Notes and guarantees under New York and Delaware law (Exhibit 5.1). Venable LLP provided its opinion on matters of Maryland law (Exhibit 5.2), and Verrill Dana LLP provided its opinion on matters of Maine law (Exhibit 5.3) [Item 9.01 - Exhibits, Table 1]. The involvement of multiple law firms reflects the multi-jurisdictional nature of the transaction, as Extra Space Storage Inc. is a Maryland corporation, Extra Space Storage LP is a Delaware limited partnership, and certain guarantors or subsidiaries may be organized under the laws of other states. Consents from each of these law firms were also filed as Exhibits 23.1, 23.2, and 23.3, respectively, and a Cover Page Interactive Data File in Inline XBRL format was filed as Exhibit 104 [Item 9.01 - Exhibits, Table 1].

No press release (Exhibit 99.1) was filed with this Form 8-K, as the filing relates solely to a debt capital markets transaction rather than a material corporate event that would typically warrant a separate press release. The absence of a press release is not unusual for debt offerings of this nature, where the prospectus supplement and the Form 8-K itself serve as the primary disclosure documents for investors and the market.

No financial statements or pro forma financial information were included with or required to be filed as part of this Form 8-K. The transaction is a debt offering, not a business combination or disposition, and therefore does not trigger financial statement requirements under Regulation S-X. Item 9.01 contains only the exhibit index and signature block, consistent with the nature of the disclosure event [Item 9.01 - Financial Statements, ¶1].

The offering provided the Issuer with long-term financing through the public debt markets, and the comprehensive exhibit package ensures that investors and other market participants have access to the full legal documentation governing the Notes. The incorporation by reference of the Base Indenture from a prior filing demonstrates the efficiency of the shelf registration process, allowing the Company to issue new debt securities without re-filing foundational documents that have already been reviewed and accepted by the SEC.

Conclusion

Extra Space Storage Inc.'s Form 8-K filed on July 6, 2026 reports a well-structured $550 million debt capital markets transaction that strengthens the Company's balance sheet with long-term, fixed-rate financing at a competitive 4.900% coupon. The 4.900% Senior Notes due 2032, issued by Extra Space Storage LP and guaranteed by the parent company and affiliated business trusts, provide the Company with approximately six years of predictable, low-cost funding that can be deployed for general corporate purposes, including potential acquisitions, development activities, working capital needs, and the repayment of existing indebtedness. The comprehensive disclosure provided in Items 1.01, 2.03, and 9.01 of this Form 8-K, together with the nine exhibits filed therewith, gives investors a complete and transparent view of the terms, covenants, risks, and documentation associated with this significant financing event. As the self-storage industry continues to benefit from favorable demographic trends and the Company's position as the second-largest owner and operator in the sector, this debt offering demonstrates Extra Space Storage Inc.'s continued access to the capital markets and its disciplined approach to liability management.