DEF 14A of Extra Space Storage Inc., Apr 1, 2026

DEF 14A of Extra Space Storage Inc.

Filed Apr 1, 2026 · FY20250001289490-26-000027

Open on EDGAR

  1. Nominees for Directors

    Nominees for Directors

  2. Nominees for Directors

    | | KENNETH M. WOOLLEY AGE: 79 NON-EXECUTIVE CHAIRMAN OF THE BOARD | | JOSEPH D. MARGOLIS AGE: 65 CEO AND DIRECTOR | | Experience: Kenneth M. Woolley is the founder of our Company, served as our Executive Chairman and CEO from our formation through March 2009, and Chief Investment Officer from July 2012 to July 2013. Since July 2012, Mr. Woolley has served as Executive Chairman (July 2012 - May 2018) and Chairman (May 2018 - present) of the board of directors. Mr. Woolley resigned from his position as Chairman and CEO of the Company effective April 1, 2009, to serve a voluntary three-year mission for his church, during which time he remained a director. Mr. Woolley has been involved in the self-storage industry since 1977. He has been directly responsible for developing over 280 properties and acquiring over 800 self-storage properties throughout the United States. Early in his career he was a management consultant with the Boston Consulting Group. From 1979 to 1998, he was an Associate Professor and later an Adjunct Associate Professor of Business Administration at Brigham Young University, where he taught undergraduate and M.B.A. classes in Corporate Strategy and Real Estate. Mr. Woolley has also developed more than 17,000 apartment units through his Las Vegas entity, Nevada West Partners. He is also a partner in New York based Gaia Real Estate, which owns 3,000 apartment units. He has also founded several companies in the retail, electronics, food manufacturing and natural resources industries. Mr. Woolley holds a B.A. in physics from Brigham Young University and an M.B.A. and Ph.D. in business administration from the Stanford Graduate School of Business. Mr. Woolley has been a member of our board of directors since August 2004. Qualifications: Mr. Woolley was selected to serve as Chairman based on his experience and knowledge of our Company and his extensive experience in the real estate and self-storage industry. | | Experience: Joseph D. Margolis has served as our Chief Executive Officer since January 1, 2017. Previously, he served as our Executive Vice President and Chief Investment Officer from July 2015 until December 31, 2016. From 2011 until July 2015, he also was Senior Managing Director and Partner at Penzance Properties, a vertically integrated owner, operator and developer of office and other properties in the Washington, D.C. metro area. Previously, Mr. Margolis was a co-founding partner of Arsenal Real Estate Funds, a private real estate investment management firm, from 2004 through 2011. Before forming Arsenal in 2004, Mr. Margolis held senior positions from 1992 to 2004 at Prudential Real Estate Investors in portfolio management, capital markets and as General Counsel. Before that, Mr. Margolis worked for The Prudential Insurance Company of America as in-house real estate counsel from 1988 through 1992, and as a real estate associate at the law firm of Nutter, McClennen & Fish from 1986 through 1988. Mr. Margolis has served as a director since May 2020 and is currently a member of the Compensation and Investment and Finance Committees for Invitation Homes, a publicly traded REIT. Mr. Margolis is a graduate of Harvard College and Columbia University School of Law. Mr. Margolis served as a member of our board of directors from February 2005 until July 2015 and rejoined our board on May 18, 2017 after his appointment as Chief Executive Officer. Qualifications: Mr. Margolis was selected to serve as a member on our board based on his knowledge of our Company and his extensive finance and real estate experience. | |

  3. Nominees for Directors

    | 6 | Extra Space Storage |

  4. Nominees for Directors

    | | MARK G. BARBERIO AGE: 63 LEAD INDEPENDENT DIRECTOR COMMITTEES: Audit, Nominating, Governance & Corporate Responsibility | | JOSEPH J. BONNER AGE: 70 DIRECTOR COMMITTEES: Compensation & Human Capital, Nominating, Governance & Corporate Responsibility | | Experience: Mark G. Barberio has served as a Principal at Markapital, LLC, a business and M&A consulting firm, since 2013. From 2009-2013, Mr. Barberio served as the Co-Chief Executive Officer of Mark IV, LLC, a global diversified manufacturing company. Mr. Barberio also served as the Chief Financial Officer of Mark IV, LLC from 2004-2013. Mr. Barberio served as the Non-executive Chair of Life Storage, Inc. from 2015 until its acquisition by the Company in 2023. He has served as a director of Gibraltar Industries, Inc. since 2018. He is a trustee serving on the board of Rochester Institute of Technology. Mr. Barberio is a member of National Association of Corporate Directors ("NACD"). Mr. Barberio previously served as the Non-executive Chair of Endo International plc from 2020 to 2024 and as a director of Exide Technologies from 2015 to 2020, Life Storage, Inc. from 2015 to 2023 and Paragon Offshore Limited from 2017 to 2018. Mr. Barberio holds a B.S. in Business-accounting from Rochester Institute of Technology, and an M.B.A. from the State University of New York at Buffalo. Mr. Barberio has been a member of our board of directors since July 2023. Qualifications: Mr. Barberio was selected to serve as a member of our board based on his experience with finance and capital markets as well as his years of leadership experience on several major public company boards. | | Experience: Joseph J. Bonner has served as the President & CEO of Solana Beach Capital LLC since January 2015, where he is responsible for advising Owner/Operator/Developer clients on finding solutions for their real estate capital needs. He was previously the Chief Investment Officer of the UAE based company Mubadala Pramerica Real Estate Investors from 2010 to 2014. Mr. Bonner was responsible for executing the investment strategy of the company regionally as well as globally. From 1989 to 2010, Mr. Bonner held senior positions at Prudential Real Estate Investors in asset management and transactions where he was responsible for all real estate acquisitions in the Mid-Atlantic and Northeast Regions of the United States and the Eastern and Mid-Western Regions of Canada. From 1981 to 1987, Mr. Bonner was a senior engineer at Exxon Chemical Company, responsible for providing project management service to Exxon’s worldwide affiliates. Prior to joining Exxon, Mr. Bonner served as a Project Manager for IBM, where he was responsible for the design and construction of corporate office facilities. Mr. Bonner served as a Director at USAA Real Estate Company through June 2018. Mr. Bonner also formerly served on the Investment Committee of Rethink Community, a social impact community development firm. He is currently an Independent Director for a series of mutual funds managed by The Capital Group. Mr. Bonner is a member of the Council on Foreign Relations. Mr. Bonner holds a B.A. in architecture from The Cooper Union, an M.S. in civil engineering from MIT, and an M.B.A. from Harvard University. Mr. Bonner has been a member of our board of directors since May 2019. Qualifications: Mr. Bonner was selected to serve as a member on our board based on his extensive experience in real estate investing, global capital markets, acquisitions and finance. | |

  5. Nominees for Directors

    | 2026 Proxy Statement | 7 |

  6. Nominees for Directors

    | | GARY L. CRITTENDEN AGE: 72 DIRECTOR COMMITTEES: Audit (Chair), Compensation & Human Capital | | SUSAN HARNETT AGE: 69 DIRECTOR COMMITTEES: Compensation & Human Capital, Nominating, Governance & Corporate Responsibility | | Experience: Gary L. Crittenden is a private investor and since January 2017 has served as an Executive Director at HGGC, LLC, a private equity firm. Mr. Crittenden previously served as the Chairman and Managing Partner of HGGC, LLC from December 2013 to December 2016, as its Chief Executive Officer from April 2012 to December 2013, and as its Managing Partner from 2009 to April 2012. Mr. Crittenden previously served as chairman of Citi Holdings, and as Chief Financial Officer at Citigroup, American Express Company, Monsanto, Sears Roebuck, Melville Corporation, and Filene’s Basement. Mr. Crittenden has served as a director of Primerica, Inc. since July 2013 and Zions Bancorporation since 2016. Mr. Crittenden holds a B.S. in Management from Brigham Young University, and an M.B.A. from the Harvard Business School. Mr. Crittenden has been a member of our board of directors since February 2020. Qualifications: Mr. Crittenden was selected to serve as a member of our board and as our Audit Committee chair based on his public company operating experience, financial and accounting expertise and his leadership experience within large enterprises. | | Experience: Susan Harnett has served as a mentor to digital startups at the FinTech Innovation Lab since 2015. Ms. Harnett is a founding limited partner of How Women Invest. Previously, Ms. Harnett served as the Chief Operating Officer (North America) with QBE Insurance Group from 2012-2015. Ms. Harnett has served as a director of OFG Bancorp since 2019, GoalSetter since April 2021, and Sphere 3D since November 2022. Ms. Harnett previously served as a director of Life Storage, Inc. from February 2021 to July 2023, Wellabe Insurance from 2021 to 2023 and First Niagara Financial Group from 2015 to 2016. Ms. Harnett spent most of her career in a variety of global leadership roles at Citigroup. Ms. Harnett is a Certified Director with the NACD and a DCRO Qualified Risk Director. Ms. Harnett holds an M.B.A. from Northwestern University and a Bachelor of Arts degree from Marquette University. Ms. Harnett has been a member of our board of directors since July 2023. Qualifications: Ms. Harnett was selected to serve as a member of our board based on her depth of experience with corporate finance and corporate governance as well as her years of experience working with various boards of publicly traded and private companies. | |

  7. Nominees for Directors

    | 8 | Extra Space Storage |

  8. Nominees for Directors

    | | CRYSTAL CALL MAGGELET AGE: 61 NOMINEE FOR DIRECTOR | | R.J. PITTMAN AGE: 56 NOMINEE FOR DIRECTOR | | Experience: Crystal Call Maggelet has served as the CEO and Chairperson of FJ Management Inc., a diversified family business that includes wholly-owned subsidiaries: Big West Oil, a petroleum refinery and Maverik, an 850+ c-store chain and two fuel transportation divisions, Maverik Logistics, TAB Bank, a community bank, and Solar Transport since December 2008. She has also served as the CEO of Maverik since March 2024, overseeing its operations and strategic direction. In 1993, Ms. Maggelet founded Crystal Inn, a small chain of hotels, where Ms. Maggelet has served as the Managing Director since October 1993. In addition to her current board role as Chairperson of FJ Management, she serves on the Wake Robin board, the Organizing Committee for the Utah 2034 Olympic and Paralympic Games, the Great Salt Lake Rising board, and the Zions Bank Advisory board. Her previous board experience includes serving on the boards of Pilot Flying J, Savage Services, Intermountain Health, Liv Communities, the Federal Reserve Economic Advisory Council, and the Utah State Board of Higher Education. In 2018, Ms. Maggelet was named the national Ernst and Young Entrepreneur of the Year for Family Business. In addition, Ms. Maggelet is actively involved in managing the family’s charitable giving through the Call Foundation and the Call to Action Foundation. Ms. Maggelet received a bachelor’s degree in Business Administration, from Pepperdine University and an M.B.A. from Harvard Business School and has Honorary Doctorate Degrees in Business from Utah State University, Weber State University, and Utah Valley University. Ms. Maggelet is a nominee to our board of directors at our annual meeting on May 14, 2026. Qualifications: Ms. Maggelet has been nominated to our board based on her experience leading a company with multi-unit retail properties and her expertise related to developing and implementing operational strategies. | | Experience: R.J. Pittman served as Chief Executive Officer of Matterport and as the Chairman of its board of directors from July 2021 to February 2025 and previously served as Chief Executive Officer and as a member of the board of directors of Legacy Matterport since December 2018. He has held senior leadership positions at eBay, Apple, and Google, advancing artificial intelligence, machine learning, and data science to define the next generation of customer experiences. Prior to Matterport, Mr. Pittman served as eBay's first Chief Product Officer from July 2013 to July 2018, leading global product strategy and brand for the company’s marketplace. His prior experience includes leading Apple’s worldwide e-commerce platform, where he rebuilt digital commerce to support the exponential growth of iPhone and iPad, and growing a portfolio of web search properties at Google to several hundred million users. Earlier in his career, Mr. Pittman founded and led several technology startups during the formative years of the internet economy, including Digital Courier Technologies, Inc., a publicly traded e-commerce and digital payments company. He holds a B.S. in Computer Engineering from the University of Michigan and an M.S. in Engineering-Economic Systems from Stanford University. Mr. Pittman is a nominee to our board of directors at our annual meeting on May 14, 2026. Qualifications: Mr. Pittman has been nominated to our board based on his experience leading large-scale technology businesses, his expertise in artificial intelligence and digital commerce, and his public company board and leadership experience. | |

  9. Nominees for Directors

    | 2026 Proxy Statement | 9 |

  10. Nominees for Directors

    | | JOSEPH V. SAFFIRE AGE: 56 DIRECTOR | | JULIA VANDER PLOEG AGE: 56 DIRECTOR COMMITTEES: Compensation & Human Capital (Chair), Audit | | Experience: Joseph V. Saffire served as the Chief Executive Officer for Life Storage, Inc. from March 2019 through July 2023. Mr. Saffire previously served as the Chief Investment Officer of Life Storage, Inc. from March 2017 to March 2019. Prior to joining Life Storage, Inc., Mr. Saffire served as the Executive Vice President and Head of Commercial Banking for First Niagara Bank from 2014 to 2016. Mr. Saffire also served as the Executive Vice President and Head of Global Banking for Europe, the Middle East and Africa for Wells Fargo Bank from 2012 to 2014 and the Chief Operating Officer and Head of International Corporate and Commercial Banking in Germany for HSBC Bank from 2010 to 2012. Mr. Saffire previously served as a Director of Life Storage, Inc. from March 2019 to July 2023 and has served on the board of Broadstone Net Lease Inc. since February 2025. Mr. Saffire received an M.B.A. from the University at Buffalo and a Bachelors of Science degree in Finance from Boston College. Mr. Saffire has been a member of our board of directors since July 2023. Qualifications: Mr. Saffire was selected to serve as a member of our board based on his deep self-storage operational strategy experience as well as his years of public company executive experience, including experience with investor relations. | | Experience: Julia Vander Ploeg has over 25 years of experience leading digital, e-commerce, and technology operations for complex global businesses across diverse industries, including hospitality, automotive, entertainment and retail. Ms. Vander Ploeg brings experience to our Board on capital allocation, innovation, AI, data monetization and customer experience, as well as risk management, ranging from operations to cyber. Ms. Vander Ploeg's experience is sought after across the Fortune 500 today through her current work lecturing in Executive Education at the Kellogg School of Management of Northwestern University. Ms. Vander Ploeg previously served as Global Head of Digital and Technology for Hyatt Hotels Corporation from 2018 to 2022, where she led all e-commerce, digital, and IT to advance Hyatt's guest experience across 1200 hotels in 75 countries through seamless, personalized digital innovation. Ms. Vander Ploeg also served as Vice President of Digital and Business Transformation for Volvo Car Corporation form 2017 through 2018 where she led a significant digital transformation for the corporation, re-shaping the company's digital technology governance during a time of rapid growth. From 2014 through 2017, Ms. Vander Ploeg led digital for McDonald's USA, building complete new digital capability centers that drove the launch of McDonald's first mobile app and mobile ordering at 14,000 restaurants in North America. Julia currently serves as an independent director of Neighborly Inc., the world's largest home services franchise company owning 30 different brands, as well as Suntex Marinas, one of the largest owners and developers of premier marina properties in the United States. Ms. Vander Ploeg received her bachelor's degree from Michigan State University and an MBA from Northwestern University's Kellogg School of Management. She is certified by the National Association of Corporate Directors in Cyber-Risk Oversight. Ms. Vander Ploeg has been a member of our board since November 2020. Qualifications: Ms. Vander Ploeg was selected to serve as a member of our board and as our Compensation Committee chair based on her experience with digital marketing, e-commerce, technology, and cyber security. | |

  11. Nominees for Directors

    | 10 | Extra Space Storage |

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION All non-employee directors receive compensation for their service. The board determines the form and amount of compensation for non-management directors after consideration of the recommendation of the Compensation and Human Capital Committee. The board approved the mix of cash and equity compensation described below. Retainers are paid quarterly in cash and are prorated when a director joins the board. Below are the annual retainers that non-employee directors were entitled to receive beginning on May 21, 2025 for board service:

  13. DIRECTOR COMPENSATION

    | Compensation | Amount ($) | | Chairman Cash Retainer | 340,000 | | Director Cash Retainer | 90,000 | | Lead Independent Director, supplemental | 35,000 | | Audit Committee Chair, supplemental | 30,000 | | Compensation and Human Capital Committee Chair, supplemental | 25,000 | | Nominating, Governance and Corporate Responsibility Committee Chair, supplemental | 20,000 | | Non-Chair Committee Member, supplemental | 10,000 |

  14. DIRECTOR COMPENSATION

    In addition, all non-employee directors receive an award on the date of each annual meeting of shares of common stock equivalent in value to $200,000 (to the nearest share), with the number of shares determined by the closing price of our common stock on the date of the annual meeting. These shares vest on the first anniversary of the date of grant, subject to a director’s continued service through the vesting date. The following table presents the compensation paid to our non-employee directors in 2025:

  15. DIRECTOR COMPENSATION

    | Name | Fees earned or paid in cash ($) | Stock awards (1) ($) | All other compensation (2) ($) | Total ($) | | Kenneth M. Woolley | 340,000 | 200,000 | 8,954 | 548,954 | | Joseph J. Bonner | 110,000 | 200,000 | 8,954 | 318,954 | | Gary Crittenden | 130,000 | 200,000 | 8,954 | 338,954 | | Spencer F. Kirk (3) | 90,000 | 200,000 | 8,954 | 298,954 | | Diane Olmstead (3) | 120,000 | 200,000 | 8,954 | 328,954 | | Julia Vander Ploeg | 125,000 | 200,000 | 8,954 | 333,954 | | Mark Barberio | 145,000 | 200,000 | 8,954 | 353,954 | | Susan Harnett | 110,000 | 200,000 | 8,954 | 318,954 | | Joseph V. Saffire | 90,000 | 200,000 | 8,954 | 298,954 | | Total | 1,260,000 | 1,800,000 | 80,586 | 3,140,586 |

  16. DIRECTOR COMPENSATION

    (1) Each non-employee director listed in the table above received 1,375 shares of common stock on May 21, 2025. Dollar amounts represent grant date fair value of such grants as determined in accordance with Accounting Standards Codification 718, "Stock Compensation" ("ASC 718") using the assumptions to value such awards reported in the notes to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026. As of December 31, 2025, each of our non-employee directors listed in the table above held 1,375 shares of restricted stock. (2) All other compensation represents dividends paid to non-employee directors on unvested common stock. (3) Mr. Kirk and Ms. Olmstead are not standing for re-election at the 2026 annual meeting. Mr. Kirk will remain as an unpaid special advisor to the board. During 2025, Mr. Margolis served as a director and was also our CEO. As an employee, he did not receive any additional compensation for his services as a director. In accordance with SEC rules, we have not included Mr. Margolis in the table above.

  17. SETTING EXECUTIVE COMPENSATION

    SETTING EXECUTIVE COMPENSATION Based on our philosophy underlying executive compensation, we place significant emphasis on annual and long-term performance-based incentive compensation. In addition to base salaries for our executives, annual cash incentives and long-term equity based incentive awards are designed to reward our executives based on the achievement of predetermined Company and individual goals. We also consider historical compensation levels as well as other industry conditions and the overall effectiveness of our compensation program when determining executive pay. In order to ensure the fulfillment of our compensation philosophy and to assist in establishing the Company’s aggregate level of compensation, the Compensation and Human Capital Committee engages a nationally recognized compensation consulting firm. Meridian provided executive compensation advisory services in 2025. Working with Meridian for the purpose of evaluating and setting 2025 compensation for our NEOs, the Compensation and Human Capital Committee developed a benchmarking comparator group of 18 companies that are similar to the Company in total enterprise

  18. SETTING EXECUTIVE COMPENSATION

    This group is unchanged from 2025. As of December 31, 2025, the Company was positioned near the median of the comparator group for enterprise value (48th percentile). The Compensation and Human Capital Committee uses compensation data compiled from our comparator group as the beginning reference point for their assessment of pay positioning and as an indicator of competitive market trends. In addition, the Compensation and Human Capital Committee considers analyses prepared by Meridian that includes additional industry data. The Compensation and Human Capital Committee does not have a pre-established policy for the allocation of compensation between cash, non-cash compensation and long-term incentive compensation. In setting executive compensation, the Compensation and Human Capital Committee considers Company performance, the data provided by Meridian, the level and nature of the executive's responsibility, the executives' experience and Company and individual performance. In making these determinations, the Compensation and Human Capital Committee also considers our Chief Executive Officer's recommendations regarding his direct reports. None of the executive officers are present during Compensation and Human Capital Committee deliberations or decisions regarding such executive’s compensation. The following describes each element of our executive compensation program, along with a discussion of the decisions made by the Compensation and Human Capital Committee with respect to that aspect of compensation for 2025.

  19. ANNUAL INCENTIVE BONUS

    ANNUAL INCENTIVE BONUS We provide annual incentives to drive the achievement of key business results and to recognize the management team's contributions to those results. The Compensation and Human Capital Committee believes that this feature of compensation motivates executive officers to strive to attain our annual goals with 50% of these performance-based goals tied to the financial operating performance of the Company and 50% tied to the executive officers' achievement of key corporate, financial, operational and strategic goals outlined below. The financial performance goals set for 2025 were based on the Company’s achievement of a specific target (the “Core FFO Target”) related to the Company’s core funds from operations ("Core FFO"). The Core FFO Target is defined and approved annually by the board of directors. The portion of bonus based on the Core FFO Target could incrementally increase or decrease based on meeting, exceeding, or failing to meet the Core FFO Target. The Core FFO Target is based on the Company’s Core FFO, with additional adjustments agreed to by the board of directors in order to consistently review the performance of management as it relates to Core FFO. Core FFO provides relevant and meaningful information about our performance and is the primary measure that we use to assess our operating performance. For 2025, Core FFO was defined as funds from operations ("FFO") excluding revenues and expenses not core to our operations. For annual bonus determination purposes for 2025, Core FFO was also adjusted to remove the impact of depreciation above or below a budgeted amount based on the Company’s projections. FFO and Core FFO are non-GAAP measures and a reconciliation of those measures to GAAP net income attributable to common stockholders is attached to this proxy statement as Appendix A. The annual incentive plan provides that the financial performance portion of executive officers’ bonuses will be determined based upon the percent of Core FFO Target earned, with a maximum bonus payout of 150% in the event that Core FFO is greater than 105% and a minimum payout of 50% in the event that Core FFO is less than 95% of the Core FFO Target. Notwithstanding the foregoing, the Compensation and Human Capital Committee may, in its sole discretion, exclude or adjust significant non-budgeted or non-controllable amounts, gains, or losses from actual financial results in order to properly measure the Company’s performance. In addition, the Compensation and Human Capital Committee may adjust the Company’s overall FFO targets and gradations used to determine the percentage of the Core FFO target to appropriately implement the intent of the annual incentive plan. The Core FFO Target established for 2025 was $8.27 of Core FFO per share. For annual bonus determination purposes for 2025, Core FFO was $8.21 per share (after taking certain adjustments into account), resulting in payment of 96.5% of the portion of the bonus related to the achievement of the adjusted Core FFO Target pursuant to the annual incentive plan.

  20. ANNUAL INCENTIVE BONUS

    | 26 | Extra Space Storage |

  21. ANNUAL INCENTIVE BONUS

    The other 50% of the annual bonuses are determined based on our executive officers' achievement of additional key corporate financial, operational and strategic goals. In February 2025, the Board established the executives corporate goals for 2025 for this portion of the annual bonus. Summarized below are the goals for the executive officers for 2025 for the 50% of their annual bonuses that are not tied to Core FFO per share:

  22. ANNUAL INCENTIVE BONUS

    | 2025 Goals | Weighted | 2025 Achieved | | Growth: Approve at least $1.0 billion gross of new investments (acquisitions and loans), expand third party management platform by adding 225 stores (gross) and collecting at least $200 million in fees and insurance revenue | 25% | Approved $1.34 billion of gross investments (acquisitions and loans), expanded third party management platform by 379 stores (gross) and collected $217 million in management fees and tenant insurance revenue | | Performance: G&A at or below $186.0 million, complete transition to single-brand and optimize former Life Storage performance on EXR brand | 25% | G&A at $182.1 million (adjusted), completed transition to single brand and optimized Life Storage performance on EXR brand | | People: Achieve engagement score of 75 and ensure a succession plan in place for all critical professionals | 15% | Achieved engagement score of 76. Succession plan in place for all critical professionals | | Balance Sheet: Maintain S&P BBB+ stable rating, operate within unsecured line and public bond requirements, execute two to four public bond offerings and secure $500 million of JV capital commitments | 15% | Achieved. Executed three bond offerings and secured $475 million of JV or similar capital commitments | | Committee Discretion | 20% | |

  23. ANNUAL INCENTIVE BONUS

    Based on the foregoing achievements, and the Compensation and Human Capital Committee's evaluation of our overall performance and the individual named executive officers' contributions to our performance during 2025, the Compensation and Human Capital Committee assigned a 100% achievement for purposes of the portion of the annual bonuses tied to the foregoing additional corporate, financial, operational and strategic goals. In determining the payout of the 20% discretionary component, the Compensation and Human Capital Committee considered the executive officers' overall strong performance and execution on Extra Space's strategy of long-term value creation. The combined annual incentive payout approved by the Compensation and Human Capital Committee for 2025 was 98.25%. Pursuant to the objectives and results detailed above, the following table details each NEOs annual incentive target opportunity and actual payout for 2025.

  24. ANNUAL INCENTIVE BONUS

    | Executive | Target Payout ($) | Actual Payout ($) | | Joseph D. Margolis | 1,645,000 | 1,616,213 | | Jeff Norman | 450,000 | 442,125 | | Scott Stubbs | 650,000 | 638,625 | | Zach Dickens | 625,000 | 614,063 | | Samrat Sondhi | 637,500 | 626,344 | | Noah Springer | 625,000 | 614,063 |

  25. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES The Long-Term Incentive Program allows for grants of performance-based stock units ("PSU(s)") and restricted stock. The goals of the Company’s equity awards are to (1) align the interests of each executive officer with those of our stockholders by providing each individual with a significant incentive to manage the Company from the perspective of a stockholder with an equity stake in the business, and (2) encourage long-term retention of key employees by virtue of vesting conditions imposed on typical equity awards. Employees must remain employed by the Company for a fixed period of time in order for the equity awards to vest fully. Unless otherwise determined by the Compensation and Human Capital Committee, vesting ceases upon termination of employment and unvested grants of restricted stock and PSUs are canceled upon termination of employment. During the vesting period, PSUs and restricted stock awards may not be sold, transferred or pledged.

  26. LONG-TERM INCENTIVES GRANTED IN 2025

    LONG-TERM INCENTIVES GRANTED IN 2025

  27. TIME-BASED RSAs

    TIME-BASED RSAs For 2025, Mr. Margolis' long-term incentive award mix was unchanged from 2024; he continued to receive 25% of his long-term incentive awards in the form of time-based restricted stock grants. The weighting of time-based restricted stock grants for the remaining NEOs was increased from 25% in 2024 to 40% in 2025. This change was implemented to position the LTO mix for our non-CEO NEOs

  28. TIME-BASED RSAs

    closer to market, while still maintaining a majority weighting to performance-based awards. Grants of restricted stock vest over a four-year period at the rate of 25% per year. The restricted stock grants may be voted and receive the payment of non-forfeitable dividends. Restricted stock grants are not subject to a post-vesting holding period.

  29. PERFORMANCE-BASED PSUs

    PERFORMANCE-BASED PSUs The remaining 75% of the long-term incentive awards to the CEO and 60% to the other NEOs was awarded in the form of PSUs that vest after a three-year performance period. For the awards granted in 2025, the three-year performance period will end on December 31, 2027. These awards have two performance components, each weighted 50%, that are measured at the end of the three-year performance period. At the end of the performance period and to the extent performance goals are achieved, the PSUs will then be converted into common shares and paid out after the end of the performance period. In addition, the award recipient will receive a cash payment equivalent to the dividends that would have been paid on such stock during the performance period on the vesting date. Relative TSR PSUs - the first performance component of the PSUs measures our total stockholder return ("TSR") (measured by reference to the change in our share price plus dividends) relative to the TSR of a peer group consisting of all REITs tracked within the S&P 500, plus any additional publicly traded REITs in the storage sector. If the Company achieves a TSR at the 50th percentile of this index, then the PSUs will be paid out at 100% of the target units related to the TSR metric. Refer to the Relative TSR payout scale below:

  30. PERFORMANCE-BASED PSUs

    | Percentile Rank of Extra Space’s TSR | Performance Multiple | | 75th Percentile or Above | 200% | | 50th Percentile | 100% | | 25th Percentile | 50% | | Below 25th Percentile | 0% |

  31. PERFORMANCE-BASED PSUs

    The 2025 PSUs that were granted were also subject to a relative TSR modifier that could (a) increase the total number of shares earned by a multiplier of 25% in the event that the Company had the highest relative TSR at the end of the performance period for all storage REITs in the peer group or (b) decrease the total number of shares earned by 25% in the event that the Company had the lowest relative TSR at the end of the performance period for all storage REITs in the peer group. In March 2026, it was announced that two of the three publicly traded self-storage peers (Public Storage and National Storage Affiliates Trust) will merge. As a result of this transaction, the Compensation and Human Capital Committee determined that the peer group underlying the relative TSR modifier would no longer provide a meaningful or appropriate basis for assessing relative performance. Following completion of the merger, the modifier would effectively compare the Company against only two remaining peers (new Public Storage and CubeSmart), which the Committee concluded would not provide a robust or objective performance comparison. The Committee determined that this change was appropriate to preserve the integrity of the performance design in light of the significant change in the peer landscape and to avoid relying on a limited comparison group that could produce distorted outcomes. The removal of the modifier does not increase the potential payout opportunity under the awards. In fact, because the modifier previously provided for a potential upward adjustment, eliminating the modifier reduces the maximum payout opportunity for the TSR portion of the 2025 PSU awards from 250% of target to 200% of target. Accordingly, the Compensation and Human Capital Committee approved the removal of the relative TSR modifier from the outstanding 2025 PSU awards, which remain subject to the relative TSR objectives stated above and the Core FFO objectives described below. FFO PSUs - the second performance component of the PSUs measures the Company’s annual growth in Core FFO per share. PSUs granted in 2025 contained Core FFO goals that will be measured on a constant growth rate basis, with annual targets for each performance goal established in 2025 at the onset of the three-year performance period, plus one cumulative target for all three years. The four weighted Core FFO goals for the PSUs granted in 2025 are each weighted 25%. The first year goal was to achieve $8.27 in Core FFO by December 31, 2025 and we achieved $8.21 in Core FFO, which is 60% of target for the Core FFO portion of the PSUs for the first performance period. The above approach recognizes a common market practice for goal setting for multi-year performance awards and the inherent difficulty in setting three-year cumulative goals, and is also designed to ensure that participants remain sufficiently motivated over the full three-year performance period and are not disproportionately impacted, either positively or negatively, by an outlier year within the performance period. The NEOs have the ability to be paid out at a range of 0% to 200% of the target units depending on the Company’s performance with respect to both metrics. Performance above and below targeted levels will be determined by linear interpolation. Subject to the accelerated vesting described below, the NEOs must generally remain employed through the last day of the performance period in order to be eligible to vest in the performance-based stock units. Grants of restricted shares and PSUs are discussed and reviewed at regularly scheduled meetings of the Compensation and Human Capital Committee. By taking such actions at regularly scheduled meetings, the Compensation and Human Capital Committee seeks to avoid any possible appearance that the grant timing was manipulated to affect the value of the awards. We do not have any program, plan or practice to coordinate any equity awards with the release by us of material non-public information or any other investor relations activities. We do not grant any stock options or option-like instruments to our employees as part of our long-term incentive program.

  32. PERFORMANCE-BASED PSUs

    | 28 | Extra Space Storage |

  33. PERFORMANCE-BASED PSUs

    The Compensation and Human Capital Committee awarded both restricted stock grants and PSUs to all of the named executive officers in 2025 (with the exception of Jeff Norman who was not a named executive officer at the time of the awards), which are shown in the “Grants of Plan-Based Awards” table below. The values of the restricted stock grants and PSUs were determined by the Compensation & Human Capital Committee after careful review and discussion of compensation studies provided by Meridian and taking into consideration the total executive compensation at the comparator group of companies, the overall performance by the Company coupled with increased acquisitions and growth at the Company. The equity awards granted to the named executive officers are eligible for accelerated vesting under certain circumstances as described below under “Executive Compensation Tables—Severance and Change in Control Arrangements with Named Executive Officers.” In 2025, the Compensation and Human Capital Committee awarded a target grant level for long-term incentive compensation for each NEO as follows:

  34. PERFORMANCE-BASED PSUs

    | NEO | Long-term Incentive Target ($) | Restricted Stock Grants (#) | PSUs (at Target) (#) | | Joseph D. Margolis | 10,500,000 | 17,206 | 51,619 | | Jeff Norman (1) | — | 3,353 | — | | Scott Stubbs (2) | 3,075,000 | 8,062 | 12,094 | | Zach Dickens | 2,650,000 | 6,948 | 10,422 | | Samrat Sondhi | 2,700,000 | 7,079 | 10,619 | | Noah Springer | 2,825,000 | 7,407 | 11,110 |

  35. PERFORMANCE-BASED PSUs

    (1) Mr. Norman was named to the role of Executive Vice President and Chief Financial Officer on July 1, 2025. Mr. Norman was granted 1,359 RSAs as part of his annual award on April 1, 2025, and was granted an additional 1,994 RSAs in connection with his promotion on July 1, 2025. (2) Mr. Stubbs transitioned from Executive Vice President and Chief Financial Officer to Executive Vice President on July 1, 2025 and subsequently retired from the Company on December 31, 2025.

  36. FINAL RESULTS OF THE 2023 PERFORMANCE BASED UNITS

    FINAL RESULTS OF THE 2023 PERFORMANCE BASED UNITS In February 2023, the Company issued PSUs to our NEOs, which allowed each NEO to earn from 0% to 200% of the target number of awards based on two performance components, each weighted at 50%, measured at the end of the three-year performance period that ended December 31, 2025. The first performance component of the 2023 PSUs was our TSR (measured by reference to the change in our share price plus dividends) as compared to the TSR of a peer group consisting of all REITs tracked within the FTSE NAREIT Equity Index. If we achieved a TSR at the 50th percentile of our peer group, then the PSUs would pay out at 100% of the target units related to the TSR metric. The second performance component of the 2023 PSUs measured the Company’s cumulative Core FFO per share over the three-year performance period. The Compensation and Human Capital Committee set a three-year cumulative Core FFO per share target of $27.03 per share (representing cumulative Core FFO targets for the years 2023, 2024 and 2025), which, if achieved, would have resulted in a payout of 100% of the target units related to the Core FFO metric. In February 2026, the Compensation and Human Capital Committee determined our performance relative to the performance metrics for the 2023 PSUs and approved the vesting of such awards at 35.5% of target. The following tables show the performance metrics and ultimate 35.5% achievement for the 2023 PSUs at the completion of the three-year performance period from January 1, 2023 through December 31, 2025 and the resulting stock awards.

  37. OTHER COMPENSATION ELEMENTS

    OTHER COMPENSATION ELEMENTS We provide benefits and perquisites to our named executive officers and other employees, such as medical and life insurance, 401(k) plan, and severance pursuant to the terms of the Company’s change in control plan. •Medical Insurance. The Company makes available to each NEO and their spouses and children such health, dental and vision insurance coverage on the same basis as other employees. A portion of the insurance coverage is paid by the Company. •Life Insurance. The Company provides each named executive officer such life insurance on the same basis as other employees. •Retirement Benefits. Our executive officers are eligible to participate in our 401(k) defined contribution plan on the same basis as other eligible employees. The Company currently matches 100% of the first three percent of an employee’s cash compensation contributed by each employee, and 50% of the next two percent of an employee’s cash compensation contributed. A description of the severance arrangements we maintain with our named executive officers can be found under “Severance and Change in Control Arrangements with Named Executive Officers” below. We also limit the perquisites that we make available to our executive officers. Accordingly, our executives are entitled to few benefits that are not otherwise available to all of our employees.

  38. SUMMARY EXECUTIVE COMPENSATION TABLE

    | Name and principal position | Year | Salary ($) | Non-equity incentive plan compensation (1) ($) | Stock awards (2) ($) | All other compensation (3) ($) | Total ($) | | Joseph D. Margolis | 2025 | 940,000 | 1,616,213 | 11,138,715 | 491,959 | 14,186,887 | | Chief Executive Officer | 2024 | 900,000 | 1,563,188 | 9,649,642 | 574,411 | 12,687,241 | | | 2023 | 900,000 | 1,393,875 | 9,059,042 | 927,784 | 12,280,701 | | Jeff Norman (4) | 2025 | 392,375 | 442,125 | 495,708 | 57,175 | 1,387,383 | | Chief Financial Officer | | | | | | | | Scott Stubbs (5) | 2025 | 520,000 | 638,625 | 3,224,663 | 164,770 | 4,548,058 | | Former Chief Financial Officer | 2024 | 520,000 | 645,125 | 2,741,410 | 164,489 | 4,071,024 | | | 2023 | 500,000 | 553,125 | 2,399,700 | 266,974 | 3,719,799 | | Zach Dickens | 2025 | 500,000 | 614,063 | 2,778,939 | 161,753 | 4,054,755 | | Chief Investment Officer | 2024 | 485,000 | 481,363 | 2,549,642 | 126,084 | 3,642,089 | | | 2023 | 460,000 | 407,100 | 2,519,836 | 108,265 | 3,495,201 | | Samrat Sondhi | 2025 | 510,000 | 626,344 | 2,831,405 | 160,118 | 4,127,867 | | Chief Digital Officer | 2024 | 510,000 | 506,175 | 2,587,981 | 134,986 | 3,739,142 | | | 2023 | 495,000 | 438,075 | 2,531,662 | 213,154 | 3,677,891 | | Noah Springer | 2025 | 500,000 | 614,063 | 2,962,440 | 169,893 | 4,246,396 | | President and former Chief Strategy and Partnership Officer | 2024 | 480,000 | 476,400 | 2,741,590 | 128,573 | 3,826,563 | | | 2023 | 460,000 | 407,100 | 2,639,808 | 88,002 | 3,594,910 |

  39. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  40. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated future payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards | | | All other stock awards: number of shares of stock or units (4) (#) | Grant date fair value of stock awards (5) ($) | | Name | Grant date (1) | Threshold ($) | Target (2) ($) | Maximum (2) ($) | Threshold (#) | Target (#) (3) | Maximum (#) (3) | | | | Joseph D. Margolis | | | | | | | | | | | Annual Incentive | | 411,250 | 1,645,000 | 2,056,250 | | | | — | — | | Stock awards | 3/1/2025 | | | | | | | 17,206 | 2,624,947 | | PSU awards | 3/1/2025 | | | | — | 51,619 | 103,238 | — | 8,513,767 | | Jeff Norman (6) | | | | | | | | | | | Annual Incentive | | 112,500 | 450,000 | 562,500 | | | | — | — | | Stock awards | 4/1/2025 | | | | | | | 1,359 | 200,915 | | Stock awards | 7/1/2025 | | | | | | | 1,994 | 294,793 | | PSU awards | | | | | | | | | | | Scott Stubbs (7) | | | | | | | | | | | Annual Incentive | | 162,500 | 650,000 | 812,500 | | | | — | — | | Stock awards | 3/1/2025 | | | | | | | 8,062 | 1,229,939 | | PSU awards | 3/1/2025 | | | | — | 12,094 | 24,188 | — | 1,994,724 | | Zach Dickens | | | | | | | | | | | Annual Incentive | | 156,250 | 625,000 | 781,250 | | | | — | — | | Stock awards | 3/1/2025 | | | | | | | 6,948 | 1,059,987 | | PSU awards | 3/1/2025 | | | | — | 10,422 | 20,844 | — | 1,718,953 | | Samrat Sondhi | | | | | | | | | | | Annual Incentive | | 159,375 | 637,500 | 796,875 | | | | — | — | | Stock awards | 3/1/2025 | | | | | | | 7,079 | 1,079,972 | | PSU awards | 3/1/2025 | | | | — | 10,619 | 21,238 | — | 1,751,432 | | Noah Springer | | | | | | | | | | | Annual Incentive | | 156,250 | 625,000 | 781,250 | | | | — | — | | Stock awards | 3/1/2025 | | | | | | | 7,407 | 1,130,012 | | PSU awards | 3/1/2025 | | | | — | 11,110 | 22,220 | — | 1,832,428 |

  41. GRANTS OF PLAN-BASED AWARDS

    (1) Approval date of the awards was February 19, 2025. (2) Amounts relate to the annual incentive bonus as described in the “Annual Incentive Bonus” section above. (3) Represents PSUs granted during 2025 under the 2015 Incentive Award Plan related to the 2025 total compensation package for the named executive officers found in the "Summary Executive Compensation Table" above. For a description of the vesting terms applicable to such awards, please see "Executive Compensation - Compensation Discussion and Analysis -- Long-Term Incentives Granted in 2025" above. The awards are eligible for accelerated vesting under certain circumstances as described below under “Executive Compensation Tables -- Severance and Change in Control Arrangements with Named Executive Officers.” (4) Grants of restricted stock awards under the 2015 Incentive Award Plan related to the 2025 total compensation package for the named executive officers. The shares have dividend and voting rights and vest ratably over four years following the grant date. The awards are eligible for accelerated vesting under certain circumstances as described below under “Executive Compensation Tables -- Severance and Change in Control Arrangements with Named Executive Officers.” (5) Dollar amounts represent the grant date fair value of the stock awards granted during the year computed in accordance with ASC 718, using the assumptions to value such awards reported in the notes to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. See footnote (2) to the “Summary Executive Compensation Table” above for more details regarding the grant date fair values of the 2025 equity awards. (7) Mr. Stubbs transitioned from Executive Vice President and Chief Financial Officer to Executive Vice President on July 1, 2025 and subsequently retired from the Company on December 31, 2025.

  42. GRANTS OF PLAN-BASED AWARDS

    | 2026 Proxy Statement | 33 |

  43. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  44. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option awards | | | | Stock awards | | | | | Name | Number of shares underlying unexercised options exercisable (#) | Number of shares underlying unexercised options unexercisable (#) | Option exercise price ($) | Option expiration date | Number of shares that have not vested (1) (#) | Market value of shares that have not vested (2) ($) | Equity incentive plan awards; Number of unearned shares, units or other rights that have not vested (3) (#) | Equity incentive plan awards; Market or payout value of unearned shares, units or other rights that have not vested (2) ($) | | Joseph D. Margolis | — | — | — | -- | 36,910 | 4,806,420 | 97,657 | 12,716,895 | | Jeff Norman (4) | — | — | — | -- | 7,187 | 935,891 | — | — | | Scott Stubbs (5) | — | — | — | -- | 13,502 | 1,758,230 | 25,173 | 3,278,028 | | Zach Dickens | — | — | — | -- | 12,363 | 1,609,910 | 22,586 | 2,941,149 | | Samrat Sondhi | — | — | — | -- | 12,247 | 1,594,804 | 22,966 | 2,990,633 | | Noah Springer | — | — | — | -- | 13,127 | 1,709,398 | 24,190 | 3,150,022 |

  45. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Represents restricted stock awards granted to the named executive officers. The awards are eligible for accelerated vesting under certain circumstances as described below under “Executive Compensation Tables -- Severance and Change in Control Arrangements with Named Executive Officers.” Mr. Margolis' 36,910 shares vest as follows: 2,429 shares vest on February 14, 2026; 5,766 shares vest ratably over the remaining two years on March 1, 2026 and 2027; 11,509 shares vest ratably over the remaining three years on March 1, 2026, 2027 and 2028; and 17,206 shares vest ratably over the remaining four years on the anniversary of the date of grant of March 1, 2025. Mr. Norman' 7,187 shares vest as follows: 112 shares vest on April 1, 2026; 1,500 shares vest on July 1, 2026; 476 shares vest ratably over the remaining two years on April 1, 2026 and 2027; 750 shares vest ratably over the remaining three years on February 1, 2026, 2027 and 2028; 996 shares vest ratably over the remaining three years on April 1, 2026, 2027 and 2028; 1,359 shares vest ratably over the remaining four years on the anniversary of the date of grant of April 1, 2025; and 1,994 shares vest ratably over four years on the anniversary date of grant of July 1, 2025. Mr. Stubbs's 13,502 shares vest as follows: 643 shares vest on February 14, 2026; 1,527 shares vest ratably over the remaining two years on March 1, 2026 and 2027; 3,270 shares vest ratably over the remaining three years on March 1, 2026, 2027 and 2028; 8,062 shares vest ratably over the remaining four years on the anniversary of the date of grant of March 1, 2025. Mr. Dickens' 12,363 shares vest as follows: 395 shares vest February 14, 2026; 375 shares vest on July 1, 2026; 1,604 shares vest ratably over the remaining two years on March 1, 2026 and 2027; 3,041 shares vest ratably over the remaining three years on March 1, 2026, 2027 and 2028; and 6,948 shares vest ratably over four years on the anniversary date of grant of March 1, 2025. Mr. Sondhi's 12,247 shares vest as follows: 470 shares vest on February 14, 2026; 1,611 shares vest ratably over the remaining two years on March 1, 2026 and 2027; 3,087 shares vest ratably over the remaining three years on March 1, 2026, 2027 and 2028; and 7,079 shares vest ratably over four years on the anniversary date of grant of March 1, 2025. Mr. Springer's 13,127 shares vest as follows: 395 shares vest February 14, 2026; 375 shares vest on July 1, 2026; 1,680 shares vest ratably over the remaining two years on March 1, 2026 and 2027; 3,270 shares vest ratably over the remaining three years on March 1, 2026, 2027 and 2028; and 7,407 shares vest ratably over four years on the anniversary date of grant of March 1, 2025. (2) Market value at year-end is based on the closing trading price of our stock on December 31, 2025, which was $130.22 (the last trading day in 2025). (3) Represents the PSUs granted to the NEOs on March 1, 2025 and March 1, 2024 that vest after a three-year performance period ending December 31, 2027 and December 31, 2026, respectively, as follows: Mr. Margolis, 51,619 units granted in 2025 and 46,038 units granted in 2024; Mr. Stubbs, 12,094 units granted in 2025 and 13,079 units granted in 2024; Mr. Dickens, 10,422 units granted in 2025 and 12,164 units granted in 2024; Mr. Sondhi, 10,619 units granted in 2025 and 12,347 units granted in 2024; and Mr. Springer, 11,110 units granted in 2025 and 13,080 units granted in 2024. The PSUs are included in the table above at target levels. The NEOs have the ability to be paid out at a range of 0% to 200% of the target units depending on the Company’s performance with respect to the performance metrics applicable to these awards. In addition, the award recipient will receive a cash payment equivalent to the dividends that would have been paid on such stock during the performance period on the vesting date of the PSUs. For a description of the vesting terms applicable to such awards, please see “Executive Compensation — Compensation Discussion and Analysis -- Long-Term Incentives Granted in 2025” above. The awards are eligible for accelerated vesting under certain circumstances as described below under “Executive Compensation Tables -- Severance and Change in Control Arrangements with Named Executive Officers.” (5) Mr. Stubbs transitioned from Executive Vice President and Chief Financial Officer to Executive Vice President on July 1, 2025 and subsequently retired from the Company on December 31, 2025.

  46. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 34 | Extra Space Storage |

  47. OPTIONS EXERCISED, STOCK VESTED AND 2023 PSUs VESTED

    OPTIONS EXERCISED, STOCK VESTED AND 2023 PSUs VESTED

  48. OPTIONS EXERCISED, STOCK VESTED AND 2023 PSUs VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (1) (#) | Value realized on vesting ($) | | Joseph D. Margolis | — | — | 24,153 | 3,911,190 | | Jeff Norman (2) | — | — | 3,073 | 460,752 | | Scott Stubbs (3) | — | — | 6,513 | 1,053,714 | | Zach Dickens | — | — | 6,189 | 1,005,056 | | Samrat Sondhi | — | — | 6,323 | 1,027,516 | | Noah Springer | — | — | 6,432 | 1,044,983 |

  49. OPTIONS EXERCISED, STOCK VESTED AND 2023 PSUs VESTED

    (1) Includes the 2023 PSUs granted on March 1, 2023 that were settled in March 2026 based on performance during the three-year performance period that ended December 31, 2025 and corresponding dividend equivalent payouts paid in cash on such 2023 PSUs, which cash dividend equivalent payouts occurred in February 2026, as follows: Mr. Margolis, 12,283 shares and $238,782, respectively; Mr. Stubbs, 3,255 shares and $63,277, respectively; Mr. Dickens, 3,417 shares and $66,426, respectively; Mr. Sondhi, 3,434 shares and $66,757, respectively; and Mr. Springer, 3,581 shares and $69,615, respectively. (2) Mr. Norman was named to the role of Executive Vice President and Chief Financial Officer on July 1, 2025. (3) Mr. Stubbs transitioned from Executive Vice President and Chief Financial Officer to Executive Vice President on July 1, 2025 and subsequently retired from the Company on December 31, 2025.

  50. CEO PAY RATIO

    CEO PAY RATIO We believe executive pay must be internally consistent and equitable to motivate our employees to create stockholder value. We are committed to internal pay equity, and the Compensation and Human Capital Committee monitors the relationship between the pay of our executive officers and the pay of our non-managerial employees. The Compensation and Human Capital Committee reviewed a comparison of CEO pay (base salary and incentive pay) to the pay of all our employees in 2025. Our CEO to median employee pay ratio set forth below is a reasonable estimate calculated as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and in accordance with Item 402(u) of Regulation S-K. We identified the median employee by examining the 2025 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2025, the last day of our payroll year. In determining our median employee, we included all employees, whether employed on a full-time, part-time, or seasonal basis. We did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and we did not annualize the compensation for any full-time employees who were not employed by us for all of 2025. We believe the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees. Approximately 7% of our employees receive annual equity awards. For 2025: •the median of the annual total compensation of all employees of our Company (other than our CEO) was $52,643; and •the annual total compensation of our CEO, as reported in the Summary Executive Compensation Table included elsewhere in this proxy statement, was $14,186,887. Based on this information, for 2025, our CEO to median employee pay ratio was 269 to 1.

  51. CEO PAY RATIO

    | 2026 Proxy Statement | 37 |

  52. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As discussed in the CD&A above, our Compensation and Human Capital Committee has implemented an executive compensation program designed to link a substantial portion of our executives' compensation to the achievement of the Company's financial, operational and strategic objectives. The following table sets forth information concerning the compensation and compensation actually paid to our CEO and other NEOs, calculated in accordance with SEC regulations, for fiscal years 2025, 2024, 2023, 2022 and 2021, and our financial performance for each such fiscal year:

  53. PAY VERSUS PERFORMANCE

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | Year | Summary Compensation Table Total for CEO | | Compensation Actually Paid to CEO (1) | | Average Summary Compensation Table Total for Non-CEO NEOs | | Average Compensation Actually Paid to Non-CEO NEOs (1) | | Total Stockholder Return | | Peer Group Total Stockholder Return (2) | | Net Income (in thousands) | | Core FFO per Share (3) | | | 2025 | | 14,186,887 | | 6,246,134 | | 3,672,892 | | 1,906,593 | | 136.00 | | 137.83 | | 1,022,538 | | 8.21 | | 2024 | | 12,687,241 | | 8,075,443 | | 3,819,705 | | 2,713,241 | | 149.33 | | 133.97 | | 900,232 | | 8.12 | | 2023 | | 12,280,701 | | 13,297,537 | | 3,621,950 | | 3,779,198 | | 153.60 | | 123.21 | | 850,453 | | 8.10 | | 2022 | | 11,628,744 | | 821,731 | | 2,946,484 | | 927,072 | | 135.02 | | 108.34 | | 921,156 | | 8.44 | | 2021 | | 7,315,982 | | 30,315,331 | | 1,823,862 | | 5,938,587 | | 200.95 | | 143.24 | | 877,758 | | 6.91 |

  54. PAY VERSUS PERFORMANCE

    (1) Amounts represent compensation actually paid to our CEO and the average compensation actually paid to our NEOs, as determined under SEC rules, which includes the individuals indicated in the table below for each fiscal year:

  55. PAY VERSUS PERFORMANCE

    | Year | CEO | Non-CEO NEOs (a) | | 2025 | Joseph D. Margolis | Jeff Norman, Scott Stubbs, Zach Dickens, Samrat Sondhi and Noah Springer | | 2024 | Joseph D. Margolis | Scott Stubbs, Zach Dickens, Samrat Sondhi and Noah Springer | | 2023 | Joseph D. Margolis | Scott Stubbs, Zach Dickens, Samrat Sondhi and Noah Springer | | 2022 | Joseph D. Margolis | Scott Stubbs, Gwyn G. McNeal, Samrat Sondhi and Noah Springer | | 2021 | Joseph D. Margolis | Scott Stubbs, Matthew T. Herrington, Gwyn G. McNeal and Samrat Sondhi |

  56. PAY VERSUS PERFORMANCE

    (a) Mr. Norman was named to the role of Executive Vice President and Chief Financial Officer on July 1, 2025. Mr. Stubbs transitioned from Executive Vice President and Chief Financial Officer to Executive Vice President on July 1, 2025 and subsequently retired from the Company on December 31, 2025. (2) For the relevant fiscal year, represents the cumulative TSR of the FTSE Nareit Equity REITs Index ("FNRE"), which is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company's Annual Report for the year ended December 31, 2025. (3) Core FFO per Share represents FFO per share as adjusted. FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”) as net income computed in accordance with GAAP excluding gains or losses on sales of operating stores and impairment write downs of depreciable real estate assets, plus depreciation and amortization and after adjustments to record unconsolidated partnerships and joint ventures on the same basis. Core FFO is FFO excluding revenues and expenses not core to our operations. For a reconciliation of net income attributable to common stockholders on a GAAP basis to Core FFO and Core FFO per share, see Appendix A. The amounts reported in the “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to Non-CEO NEOs” columns do not reflect the actual compensation paid to or realized by our CEO or our non-CEO NEOs during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards, and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. See the Summary Compensation Table for certain other compensation of our CEO and our non-CEO NEOs for each applicable fiscal year and the Options Exercised, Stock Vested and 2023 PSUs Vested table for the value realized by each of them upon the vesting of stock awards during 2025.

  57. PAY VERSUS PERFORMANCE

    | 38 | Extra Space Storage |

  58. PAY VERSUS PERFORMANCE

    To calculate the amounts in the compensation actually paid to our CEO and the average for the other NEOs in the table above, the following amounts were deducted from and added to (as applicable) the "total" compensation as reported in the Summary Compensation Table:

  59. PAY VERSUS PERFORMANCE

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | Adjustments | CEO | Average for Non-CEO NEOs | CEO | Average for Non-CEO NEOs | CEO | Average for Non-CEO NEOs | CEO | Average for Non-CEO NEOs | CEO | Average for Non-CEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table | $(11,138,715) | $(2,458,631) | $(9,649,642) | $(2,655,156) | $(9,059,042) | $(2,522,752) | $(8,024,201) | $(1,691,600) | $(4,278,669) | $(805,726) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 9,432,899 | 2,088,495 | 9,739,646 | 2,679,931 | 8,801,236 | 2,450,949 | 5,935,053 | 1,258,891 | 11,965,824 | 2,253,324 | | Increase/(Deduction) for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (6,276,491) | (1,404,539) | (4,508,614) | (1,092,394) | 1,090,112 | 191,883 | (8,330,837) | (1,512,653) | 15,273,519 | 2,663,506 | | Increase/(Deduction) for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 41,554 | 8,376 | (193,188) | (38,845) | 184,530 | 37,168 | (387,028) | (74,050) | 38,676 | 3,620 | | Total Adjustments | $(7,940,753) | $(1,766,299) | $(4,611,798) | $(1,106,464) | $1,016,836 | $157,248 | $(10,807,013) | $(2,019,412) | $22,999,350 | $4,114,724 |

  60. PAY VERSUS PERFORMANCE

    Adjustments include the following assumptions used to calculate the fair value of the awards at each valuation date in accordance with ASC 718: For awards of restricted stock, adjustments reflected are based on the fair value of the awards as of the applicable valuation date calculated by multiplying the change in stock price at each fiscal year end presented by the number of shares of restricted stock outstanding on such valuation date. For the PSUs that are tied to Core FFO per Share, adjustments reflected are based on the fair value of the awards as of the applicable valuation date calculated by multiplying the stock price at each fiscal year end by the number of PSUs outstanding and by the estimated probability of achieving the performance target that was used to calculate our ASC 718 expense for each fiscal year.

  61. PAY VERSUS PERFORMANCE

    | 2026 Proxy Statement | 39 |

  62. PAY VERSUS PERFORMANCE

    For the PSUs that are tied to relative total stockholder return and calculated in accordance with ASC718 using a Monte Carlo simulation, the adjustments reflected used the following valuation assumptions in order to calculate the fair value as of each fiscal year end (which is also the vesting date for those PSUs that vest based on the three-year period ending at such fiscal year end). Under the terms of the PSUs, dividends for the entire measurement period are paid in cash when the shares are released (and disclosed in the “All Other Compensation” column of the Summary Compensation Table for the year in which such dividends are paid), so the dividend yield was assumed to be 0%.

  63. PAY VERSUS PERFORMANCE

    | | Valuation Assumptions | | | | | As of December 31, | PSU-TSR Award Granted | Risk-free rate | Volatility | Expected term (in years) | | 2025 | March 2025 | 3.4% | 25.8% | 2 | | 2025 | March 2024 | 3.5% | 26.0% | 1 | | 2024 | March 2024 | 4.2% | 28.8% | 2 | | 2025 | March 2023 | N/A | N/A | 0 | | 2024 | March 2023 | 4.1% | 25.7% | 1 | | 2023 | March 2023 | 4.2% | 32.8% | 2 |

  64. PAY VERSUS PERFORMANCE

    For additional information about the assumptions used to value our equity awards, please see the notes to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026, and our Annual Report on Form 10-K for prior years.

  65. DIRECTORS AND OFFICERS

    DIRECTORS AND OFFICERS The address for each named person is c/o Extra Space Storage Inc., 2795 East Cottonwood Parkway, Suite 300, Salt Lake City, UT 84121. We are not aware of any pledge of our common stock that could result in a change in control of our Company. The following table presents the beneficial ownership of our common stock, as of the close of business on March 23, 2026 of: • each of our directors and nominees for director; • each named executive officer noted above; and • our directors and executive officers as a group.

  66. DIRECTORS AND OFFICERS

    | Name | Restricted Stock (1) (#) | Number of Shares Beneficially Owned (2) (#) | Percent of Class (3) | | Directors | | | | | Kenneth M. Woolley (4) | 1,375 | 405,681 | * | | Joseph D. Margolis (5) | 23,459 | 213,785 | * | | Mark Barberio (6) | 1,375 | 23,940 | * | | Joseph J. Bonner | 1,375 | 5,932 | * | | Gary Crittenden | 1,375 | 7,107 | * | | Susan Harnett | 1,375 | 5,609 | * | | Spencer F. Kirk (7) | 1,375 | 874,197 | * | | Diane Olmstead (8) | 1,375 | 7,252 | * | | Joseph Saffire | 1,375 | 45,120 | * | | Julia Vander Ploeg | 1,375 | 6,190 | * | | Non-Director Named Executive Officers | | | | | Jeff Norman (9) | 6,937 | 16,928 | * | | Scott Stubbs (10) | — | 172,525 | * | | Zachary Dickens | 8,415 | 33,876 | * | | Samrat Sondhi | 8,172 | 109,244 | * | | Noah Springer | 8,950 | 27,932 | * | | All directors and executive officers as a group (20 persons) | | 2,034,634 | * |

  67. DIRECTORS AND OFFICERS

    * Less than 1.0% (1) Consists of shares of our common stock that are subject to restrictions on transfers and forfeiture provisions. The forfeiture and transfer restrictions lapse over a four-year period beginning on the date of grant for executives and a one-year period beginning on the date of grant for members of the board of directors. (2) Beneficial ownership of shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power, or of which a person has the right to acquire ownership within 60 days after March 23, 2026. This includes any unvested restricted stock awards as reported under column header "Restricted Stock" in the table above. (3) For each person included in the table, percent of class is calculated by dividing the number of shares of our common stock beneficially owned by that person by the sum of (a) 211,197,320 shares of our common stock outstanding as of March 23, 2026 plus (b) the number of options to acquire common stock beneficially owned by such person that can be exercised within 60 days of March 23, 2026. (4) Amounts also include 400,000 shares that were pledged as collateral on two loans. As of March 23, 2026, approximately $40 million was outstanding on the loans. (5) Includes (i) 66,495 shares of common stock which are held by J Margolis & K Margolis TTEE, which is beneficially owned by Mr. Margolis and his spouse (ii) 97,260 shares of common stock which are held by Cove Hollow Lane I, LLC, which is beneficially owned by The Margolis Family Delaware Trust I, and (iii) 9,190 shares of common stock which are held by Cove Hollow Lane II, LLC, which is beneficially owned by The Margolis Family Delaware Trust II. Mr. Margolis controls the investment decisions of The Margolis Family Delaware Trust I, and Mr. Margolis’ spouse controls the investment decisions of The Margolis Family Delaware Trust II. As a result of the relationships described in the prior sentence, Mr. Margolis may be deemed to have or share beneficial ownership of shares held by such entities. (6) Includes 19,358 shares that were pledged to support a revolving Loan Management Account at Merrill Lynch. (7) Includes 567,591 shares of common stock which are held by Krispen Family Holdings, L.C., an entity in which Mr. Kirk has shared voting and investment power. Mr. Kirk has no pecuniary interest in 50.5% of such shares and disclaims beneficial ownership. Includes 161,215 shares of common stock which are held by The Kirk 101 Trust. Mr. Kirk has no pecuniary interest in any of these shares and disclaims beneficial ownership. Includes 17,500 shares of common stock held by the Spenco Irrevocable Trust. Mr. Kirk may be deemed to have or share beneficial ownership of shares held by such entity. Mr. Kirk is not standing for re-election at the 2026 Annual Meeting. (8) Ms. Olmstead is not standing for re-election at the 2026 Annual Meeting. (10) Mr. Stubbs transitioned from Executive Vice President and Chief Financial Officer to Executive Vice President on July 1, 2025 and subsequently retired from the Company on December 31, 2025.

  68. DIRECTORS AND OFFICERS

    | 42 | Extra Space Storage |

  69. Item 1. Election of Directors

    Item 1. Election of Directors