10q10k10q10k.net

What changed in SmartStop Self Storage REIT, Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of SmartStop Self Storage REIT, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+433 added−540 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-12)

Top changes in SmartStop Self Storage REIT, Inc.'s 2025 10-K

433 paragraphs added · 540 removed · 271 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

30 edited+32 added−27 removed27 unchanged
Biggest changeThe short-term nature of self storage leases creates the opportunity for real-time rate increases, which has led well-positioned facilities to achieve substantial rate growth in a rising cost environment. In addition to primary self storage operations, facilities also tend to have a number of other ancillary products that provide incremental revenues.
Biggest changeRental rates can vary and are determined by the location and size of the rental space, the level of security, and whether the unit is climate controlled. The short-term nature of self storage leases creates the opportunity for real-time rate increases, which has led well-positioned facilities to achieve meaningful rate growth in a rising cost environment.
We intend to acquire properties that are in material compliance with all such regulatory requirements. However, we cannot make assurances that these requirements will not be changed or that new requirements will not be imposed which would require significant unanticipated expenditures by us and could have an adverse effect on our financial condition and results of operations.
We intend to acquire properties that are in material compliance with all such regulatory requirements. However, we cannot make assurances that these requirements will 7 not be changed or that new requirements will not be imposed which would require significant unanticipated expenditures by us and could have an adverse effect on our financial condition and results of operations.
We also appreciate the importance of retention, growth and development of our employees and we believe we offer competitive compensation (including salary and bonuses) and benefits packages to our employees. Further, from professional 7 development opportunities to leadership training, we have development programs and on-demand opportunities to cultivate talent throughout our organization.
We also appreciate the importance of retention, growth and development of our employees and we believe we offer competitive compensation (including salary and bonuses) and benefits packages to our employees. Further, from professional development opportunities to leadership training, we have development programs and on-demand opportunities to cultivate talent throughout our organization.
With the majority of the existing supply operated locally by non-institutional groups in the U.S and Canada, there is a significant market opportunity to acquire existing facilities and increase revenue and profitability through professional management, digitalization and physical expansion projects. 6 Industry Segments We operate in two reportable business segments: (i) self storage operations and (ii) our Managed REIT Platform business.
With the majority of the existing supply operated locally by non-institutional groups in the U.S and Canada, there is a significant market opportunity to acquire existing facilities and increase revenue and profitability through professional management, digitalization and physical expansion projects. Industry Segments We operate in two reportable business segments: (i) self storage operations and (ii) our Managed Platform business.
We execute our external growth strategy by developing, redeveloping, acquiring and managing self storage facilities in the United States and Canada both internally and through our Managed REITs, and we look to acquire properties that are physically stabilized, recently developed, in various stages of lease up or at certificate of occupancy.
We execute our external growth strategy by developing, redeveloping, acquiring and managing self storage facilities in the United States and Canada both internally and through our Managed Platform, and we look to acquire properties that are physically stabilized, recently developed, in various stages of lease up or at certificate of occupancy.
Based on the Inside Self Storage Top-Operators List ranking for 2024, and after accounting for recent market transactions, we are the 10th largest owner and operator of self storage properties in the United States based on rentable square footage.
Based on the Inside Self Storage Top-Operators List ranking for 2025, and after accounting for recent market transactions, we are the 10th largest owner and operator of self storage properties in the United States based on rentable square footage.
Our management team has experience acquiring self storage facilities across a broad spectrum of opportunities including physically stabilized facilities, recently developed facilities in physical or economic lease up, facilities that have just received a certificate of occupancy ("C/O"), facilities in need of renovation and/or re-development and ground up development.
Our management team has experience acquiring self storage facilities across a broad spectrum of opportunities including physically stabilized facilities, recently developed facilities in physical or economic lease up, facilities that have just received a certificate of occupancy (“C/O”), facilities in need of renovation and/or re-development and ground up development.
In addition, we have the internal capability to originate, structure and manage additional self storage investment programs (the “Managed REIT Platform”) which would be sponsored by SmartStop REIT Advisors, LLC (“SRA”), our indirect subsidiary. We acquired the Managed REIT Platform in 2019 from Strategic Asset Management I, LLC (f/k/a SmartStop Asset Management, LLC), our former sponsor ("SAM").
In addition, we have the internal capability to originate, structure and manage additional self storage investment programs or Managed REITs, which would be sponsored by SmartStop REIT Advisors, LLC (“SRA”), our indirect subsidiary. We acquired such capability in 2019 from Strategic Asset Management I, LLC (f/k/a SmartStop Asset Management, LLC), our former sponsor (“SAM”).
Employees and Human Capital As of December 31, 2024, we had approximately 560 employees, none of which were represented by a collective bargaining agreement. We continually assess and strive to enhance employee satisfaction and engagement. We believe our relationship with our employees is good and that we provide them with adequate flexibility to meet personal and family needs.
Employees and Human Capital As of December 31, 2025, we had more than 1,000 employees, none of which were represented by a collective bargaining agreement. We continually assess and strive to enhance employee satisfaction and engagement. We believe our relationship with our employees is good and that we provide them with adequate flexibility to meet personal and family needs.
As of December 31, 2024, our wholly-owned portfolio consisted of 161 operating self storage properties diversified across 19 states, the District of Columbia, and Canada comprising approximately 110,000 units and 12.6 million net rentable square feet.
As of December 31, 2025, our wholly-owned portfolio consisted of 177 operating self storage properties diversified across 19 states, the District of Columbia, and Canada comprising approximately 122,000 units and 13.9 million net rentable square feet.
Commercial customers are also increasingly utilizing self storage for their distribution logistics, as its ease of access, security, flexible lease terms, climate control features and proximity to their distribution destinations all drive operational results. • While military and student users are a smaller portion of the overall mix, the mix tends to vary by location of the facility, with facilities near military bases and universities achieving higher military and student mixes, respectively.
Commercial customers are also increasingly utilizing self storage for their distribution logistics, as its ease of access, security, flexible lease terms, climate control features and proximity to their distribution destinations all drive operational results. • While military and student users are a smaller portion of the overall mix, the mix tends to vary by location of the facility, with facilities near military bases and universities achieving higher military and student mixes, respectively. 6 The self storage industry is highly fragmented in the U.S. and Canada, with owners and operators ranging from individual property owners to institutional investors and large, publicly traded REITs.
At the termination of our Offering in January 2017, we had sold approximately 48 million shares of our class A common stock ("Class A Shares"), and approximately 7 million shares of class T common stock ("Class T Shares") for approximately $493 million and $73 million respectively.
At the termination of our initial offering in January 2017, we had sold shares of our class A common stock, $0.001 par value per share (“Class A Common Stock”), and class T common stock, $0.001 par value per share (“Class T Common Stock”), for approximately $493 million and $73 million respectively.
This includes, but is not limited to, tenant insurance, protection or insurance plans, moving and packing supplies, locks and boxes, and other services. Sophisticated operators have the opportunity to substantially increase profitability of under-managed facilities post acquisition.
In addition to primary self storage operations, facilities also tend to have a number of other ancillary products that provide incremental revenues. This includes, but is not limited to, tenant insurance, protection or insurance plans, moving and packing supplies, locks and boxes, and other services. Sophisticated operators have the opportunity to substantially increase profitability of under-managed facilities post acquisition.
For example, in connection with the Self Administration Transaction (as defined below), we acquired a joint venture arrangement with SmartCentres Real Estate Investment Trust, an unaffiliated third party (“SmartCentres”), pursuant to which we and SmartCentres work together to identify primarily self storage development opportunities in certain regions in Canada.
For example, we acquired a joint venture arrangement with SmartCentres Real Estate Investment Trust, an unaffiliated third party (“SmartCentres”), pursuant to which we and SmartCentres work together to identify primarily self storage development opportunities in certain regions in Canada. 4 Generally, SmartCentres has been responsible for the development of the properties and we have been responsible for the management of the facilities upon completion.
According to the 2024 Self Storage Almanac, self storage facilities generally have a customer mix of approximately 80% residential, 13% commercial, 4% military and 3% students. • Residential customers generally store items ranging from furniture, household items and appliances to cars, boats and recreational vehicles. • Commercial customers tend to include small business owners who require easy and frequent access to their goods, records, extra inventory or storage for seasonal goods.
The customer base of self storage operators includes both local residential customers, typically within a 3- to 5-mile radius of the facility, as well as commercial, military and student users. • Residential customers generally store items ranging from furniture, household items and appliances to cars, boats and recreational vehicles. • Commercial customers tend to include small business owners who require easy and frequent access to their goods, records, extra inventory or storage for seasonal goods.
As used in this report, “we,” “us,” “our,” and “Company” refer to SmartStop Self Storage REIT, Inc. and each of our subsidiaries. Business Objectives and Strategy We focus on the acquisition, ownership, and operation of self storage properties located primarily within the top 100 metropolitan statistical areas, or MSAs, throughout the United States and Canada.
Business Objectives and Strategy We focus on the acquisition, ownership, and operation of self storage properties located primarily within the top 100 metropolitan statistical areas, or MSAs, throughout the United States and Canada.
For the property management and advisory services that we provide, we are reimbursed for certain expenses that otherwise helps to offset our net operating expense burden. 3 Investment Objectives We focus on investing in self storage facilities and related self storage real estate investments that are expected to support sustainable stockholder distributions over the long term.
Investment Objectives We focus on investing in self storage facilities and related self storage real estate investments that are expected to support sustainable stockholder distributions over the long term.
Industry and Competition Self storage refers to properties that offer month-to-month storage unit rental for personal or business use. Self storage facilities offer a cost-effective and flexible storage alternative in which customers rent fully enclosed and secure spaces. Typical unit sizes range from 5x5 feet to 10x30 feet with facilities typically providing a variety of different sizes and configurations.
Self storage facilities offer a cost-effective and flexible storage alternative in which customers rent fully enclosed and secure spaces. Typical unit sizes range from 5x5 feet to 10x30 feet with facilities typically providing a variety of different sizes and configurations. Customers typically have access to their storage units 18 hours a day, with some facilities offering 24-hour access.
We finance our portfolio through a diverse capital strategy which includes cash generated from operations, borrowings under our syndicated revolving line of credit, secured debt financing, equity offerings and joint ventures.
Our primary business model is focused on owning and operating high quality self storage properties in high growth markets in the United States and Canada. We finance our portfolio through a diverse capital strategy which includes cash generated from operations, borrowings under our syndicated revolving line of credit, secured and unsecured debt financing, equity offerings and joint ventures.
Our Managed REIT Platform business consists of the various management services we perform for the Managed REITs, including the services performed related to our property management, asset management, and construction and development management contracts. The reportable segments offer different products and services to different customers and are therefore managed separately.
Our Managed Platform business consists of the various management services we perform for the Managed REITs and pursuant to our Third Party Platform for such third party owned properties we manage, including the services performed related to our property management, asset management, and construction and development management contracts.
Additionally, we owned a 50% equity interest in eleven unconsolidated real estate ventures located in Canada, which consisted of ten operating self storage properties, and one other property, which we plan to convert into a self storage property.
Additionally, we owned a 50% equity interest in 13 unconsolidated real estate ventures located in Canada, which consisted of 10 operating self storage properties and three properties which were being developed into self storage properties as of December 31, 2025.
We generate asset management fees, property management fees, acquisition fees, and other fees and also receive substantially all of the tenant protection program revenue earned by our Managed REITs.
We generate asset management fees, property management fees, acquisition fees and other fees and also receive substantially all of the tenant protection program revenue earned by our Managed REITs, as applicable. For the property management and advisory services that we provide, we are reimbursed for certain expenses that otherwise helps to offset our net operating expense burden.
Generally, SmartCentres has been responsible for the development of the properties and we have been responsible for the operation of the facilities upon completion. On July 18, 2024, we entered into a joint venture arrangement with an unaffiliated third party to develop a self storage property in Nantucket, Massachusetts (the "Nantucket Joint Venture").
On July 18, 2024, we entered into a joint venture arrangement with an unaffiliated third party to develop a self storage property in Nantucket, Massachusetts (the “Nantucket Joint Venture”). This property became operational in late December 2025, and we serve as property manager of the self storage property.
We seek to primarily acquire undermanaged facilities that are not operated by institutional operators, where we can implement our proprietary management and technology to maximize net operating income. As an operating business, self storage requires a much greater focus on strategic planning and tactical operation plans.
We seek to acquire undermanaged facilities that are not operated by institutional operators, where we can implement our proprietary management and technology to maximize net operating income. We acquired Argus pursuant to a contribution agreement (the “Contribution Agreement”).
Government Regulations Our business is subject to many laws and governmental regulations. Changes in these laws and regulations, or their interpretation by agencies and courts, occur frequently. Accommodations for Persons with Disabilities We are subject to various rules, regulations and standards with respect to accommodations we must make for individuals with disabilities.
Accommodations for Persons with Disabilities We are subject to various rules, regulations and standards with respect to accommodations we must make for individuals with disabilities.
We commenced our initial public offering in January 2014, in which we offered a maximum of $1.0 billion in common shares for sale to the public (the “Primary Offering”) and $95.0 million in common shares for sale pursuant to our distribution reinvestment plan (collectively, the “Offering”), marketed and sold primarily through retail investor channels, including the independent broker dealer channel.
Other Equity Information We commenced our initial public offering in January 2014, which was marketed and sold primarily through retail investor channels, including the independent broker dealer channel.
The self storage industry is highly fragmented, with owners and operators ranging from individual property owners to institutional investors and large, publicly traded REITs. According to the 2024 Self Storage Almanac, there are approximately 52,000 primary self storage facilities in the U.S. representing a total of 2.1 billion rentable square feet.
According to the 2025 Self Storage Almanac, there are approximately 58,000 self storage facilities in the U.S. representing a total of 2.7 billion rentable square feet.
Further, through our Managed REIT Platform (as defined below), we served as the sponsor of Strategic Storage Trust VI, Inc., a publicly-registered non-traded REIT ("SST VI"), and Strategic Storage Growth Trust III, Inc., a private REIT ("SSGT III" and together with SST VI, the "Managed REITs"); additionally, we manage one other self storage property for an affiliated entity, which pays us fees, as applicable, to manage such property.
Further, through our Managed Platform (as defined below), we serve as the sponsor of Strategic Storage Trust VI, Inc., a publicly-registered non-traded REIT (“SST VI”), Strategic Storage Growth Trust III, Inc., a private REIT (“SSGT III”), and Strategic Storage Trust X, a private net asset value REIT launched in January 2025, (“SST X” and together with SST VI and SSGT III, the “Managed REITs”).
Upon completion of development, we expect to serve as property manager of the self storage property. For more information, please see Note 4 – Investments in Unconsolidated Real Estate Ventures of the Notes to the Consolidated Financial Statements. 4 Completed Transactions SST IV Merger On March 17, 2021, we closed on our merger with SST IV (the “SST IV Merger”).
For more information, please see Note 6 – Investments in Unconsolidated Real Estate Ventures of the Notes to the Consolidated Financial Statements.
Prior to June 1, 2022, SSGT II was also included in the “Managed REITs” for purposes of this Annual Report. We operate the properties owned by the Managed REITs, which together with one other self storage property we manage consist of, as of December 31, 2024, 37 operating properties and approximately 29,000 units and approximately 3.2 million rentable square feet.
Inclusive of the properties owned by the Managed REITs and the properties owned by Delaware statutory trusts (“DSTs”) sponsored by one of the Managed REITs, in total, as of December 31, 2025, we managed 52 of such operating self storage properties, consisting of approximately 41,000 units and 4.5 million rentable square feet.
Removed
In total, as of December 31, 2024, we managed 37 operating self storage properties. Our primary business model is focused on owning and operating high quality self storage properties in high growth markets in the United States and Canada.
Added
As used in this report, “we,” “us,” “our,” and “Company” refer to SmartStop Self Storage REIT, Inc. and each of our subsidiaries. Our Common Stock began trading on the New York Stock Exchange (the “NYSE”) under the ticker symbol “SMA” on April 2, 2025.
Removed
As discussed herein, we, through our subsidiaries, currently serve as the sponsor of SST VI, SSGT III, and Strategic Storage Trust X, a private REIT ("SST X"). We also served as the sponsor of Strategic Storage Growth Trust II, Inc., a private REIT (“SSGT II”) through June 1, 2022.
Added
We manage the properties owned by the Managed REITs.
Removed
Liquidity Events Subject to then-existing market conditions, and in the sole discretion of our board of directors, we intend to seek one or more of the following liquidity events within the next few years: (1) list our shares on a national securities exchange; (2) merge, reorganize or otherwise transfer our company or its assets to another entity with listed securities; (3) commence the sale of all of our properties and liquidate our company; or (4) otherwise create a liquidity event for our stockholders.
Added
Effective October 1, 2025, we acquired Argus Professional Storage Management, LLC (“Argus”), a third-party manager of self storage properties (the “Third Party Platform Acquisition”). See Note 4 – Third Party Platform Acquisition of the Notes to the Consolidated Financial Statements for additional information.
Removed
Notwithstanding the foregoing, there is no requirement for us to complete one of these liquidity events and our board of directors has the sole discretion to continue operations indefinitely if it deems such continuation to be in the best interests of our stockholders.
Added
As such, as of December 31, 2025, we managed an additional 221 of such properties, consisting of more than approximately 98,000 units and 15.9 million rentable square feet (the “Third Party Platform”).
Removed
On March 17, 2021, we acquired six SmartCentres joint venture properties in the SST IV Merger (as defined below). On June 1, 2022, we acquired three SmartCentres joint ventures in the SSGT II Merger (as defined below).
Added
The Third Party Platform, the Managed REITs, and the other properties operated by us as mentioned above, are referred to as the “Managed Platform.” In total, as of December 31, 2025, we managed 273 operating self storage properties, which we did not own, consisting of approximately 140,000 units and 20.4 million rentable square feet through our Managed Platform.
Removed
Additionally, on May 25, 2022, we, as 50% owner and SmartCentres as the other 50% owner of a joint venture subsidiary, purchased a single tenant industrial building located in the city of Burnaby, British Columbia (the “Regent Property”), that we and SmartCentres plan to develop into a self storage facility in the near future.
Added
The principal assets acquired were property management contracts, covering the management of more than 221 properties and 400 employees (as of October 1, 2025) and an operating lease for their corporate headquarters in Tucson, Arizona and other intellectual and personal property. 3 Additionally, we plan to continue to expand our third-party management platform in both Canada and the United States, by scaling our Third Party Platform or through additional investments in or acquisitions of third-party management firms.
Removed
On January 12, 2023 we as 50% owner and SmartCentres as the other 50% owner of a joint venture subsidiary, acquired a parcel of land in Whitby, Ontario (the "Whitby Property"), that we and SmartCentres plan to develop into a self storage facility in the near future.
Added
We have provided financing to the Managed REITs in the form of mezzanine loans, bridge loans, promissory notes, and preferred equity as applicable. We intend to continue in this practice going forward, if necessary.
Removed
On such date, (the “SST IV Merger Date”), we acquired all of the real estate owned by SST IV, consisting primarily of (i) 24 self storage facilities, and (ii) SST IV’s 50% equity interest in six unconsolidated real estate ventures located in the Greater Toronto Area of Ontario, Canada.
Added
We may look to further expand our lending practice to self storage facilities outside of the Managed REITs, potentially to third party managed properties or joint venture properties. We may enter into joint ventures or other forms of co-investments in order to scale our overall property count and diversify our portfolio of properties.
Removed
As a result of the SST IV Merger, we issued approximately 23.1 million Class A Shares to the former SST IV stockholders. SSGT II Merger On June 1, 2022, we closed on our merger with SSGT II (the “SSGT II Merger”).
Added
Joint ventures may also allow us to acquire an interest in a property without requiring that we fund the entire purchase price, but for which we would target being the property manager, both in the U.S. and Canada. As an operating business, self storage requires a much greater focus on strategic planning and tactical operation plans.
Removed
On such date, (the “SSGT II Merger Date”), we acquired all of the real estate owned by SSGT II, consisting primarily of (i) 10 wholly-owned self storage facilities, and (ii) SSGT II’s 50% equity interest in three unconsolidated real estate ventures located in the Greater Toronto Area of Ontario, Canada.
Added
We primarily generate property management fees and receive a portion of the tenant protection program revenue from our third party owners and are reimbursed for certain costs incurred by our Third Party Platform, as applicable.
Removed
We issued approximately 11.5 million Class A Shares to the former SSGT II stockholders in connection with the SSGT II Merger. Credit Facility On February 22, 2024, we entered into an amended and restated revolving credit facility with KeyBank (the "Credit Facility").
Added
Recently Completed Transactions On April 1, 2025 we executed our underwriting agreement, and on April 3, 2025, we closed our registered underwritten public offering (the “Underwritten Public Offering”) of 27,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”), at an initial price of $30.00 per share, pursuant to a registration statement filed with the U.S.
Removed
The Credit Facility replaced our former credit facility entered into on March 17, 2021, and our current Credit Facility now has a maturity date of February 22, 2027.
Added
Securities and Exchange Commission (“SEC”) on Form S-11 (File No. 333-264449) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The underwriters also exercised an overallotment option to purchase 4,050,000 additional shares of Common Stock on April 3, 2025.
Removed
See Note 5 – Debt of the Notes to the Consolidated Financial Statements, for more information. 2025 KeyBank Acquisition Facility On November 19, 2024, we entered into a credit agreement with KeyBank (the "2025 KeyBank Acquisition Facility").
Added
Certain of our directors, officers, and employees, and friends and family members of certain of our directors, officers, and employees were able to and did purchase shares through us or our underwriters at the public offering price of $30.00 per share. Under this program, officers and directors purchased 31,500 shares.
Removed
The total commitment amount as of December 31, 2024 under the 2025 KeyBank Acquisition Facility was $175 million, and the maturity date is November 19, 2025. See Note 5 – Debt of the Notes to the Consolidated Financial Statements, for more information. Equity The Company was formed on January 8, 2013, under the Maryland General Corporation Law.
Added
All of these shares purchased in the Underwritten Public Offering are listed on the NYSE under the ticker symbol “SMA.” The gross and net proceeds received on April 3, 2025 were approximately $931.5 million and $875.6 million, respectively.
Removed
In November 2016, we filed with the SEC a Registration Statement on Form S-3, which registered up to an additional $100.9 million in shares under our distribution reinvestment plan.
Added
On June 16, 2025, we, as guarantor, and the Operating Partnership, as issuer, sold on a private placement basis in Canada, an aggregate principal amount of $500 million CAD senior unsecured notes which incur interest only at a fixed rate of 3.91% and become due on June 16, 2028 (the “2028 Canadian Notes”).
Removed
On May 14, 2024, we filed a new Registration Statement on Form S-3 with the SEC which registered up to an additional 4,500,000 Class A Shares and 500,000 Class T Shares under our distribution reinvestment plan (our “DRP Offering”).
Added
On September 24, 2025, we, as guarantor, and the Operating Partnership, as issuer, sold on a private placement basis in Canada, an aggregate principal amount of $200 million CAD senior unsecured notes which incur interest only at a fixed rate of 3.89% and become due on September 24, 2030 (the “2030 Canadian Notes”).
Removed
As of December 31, 2024, we had sold approximately 10.6 million Class A Shares and approximately 1.4 million Class T Shares through our distribution reinvestment plan, of which, approximately 0.5 million Class A Shares and approximately 0.1 million Class T Shares were sold under our current DRP Offering.
Added
Effective October 1, 2025, pursuant to a contribution agreement (the “Contribution Agreement”) we acquired Argus Professional Storage Management, LLC (“Argus”), a third-party property management company that (as of October 1, 2025) managed more than 221 operating properties across 27 states consisting of more than approximately 100,000 units and approximately 16.6 million rentable square feet.
Removed
The DRP Offering may be terminated at any time upon 10 days' prior written notice to stockholders. On November 25, 2024, our board of directors approved the suspension of the DRP Offering, such that distributions for the month of November 2024 were paid in cash in December 2024.
Added
On March 20, 2025, we effected a one-for-four reverse stock split (the “Reverse Stock Split”) of each issued and outstanding share of Class A Common Stock and Class T Common Stock.
Removed
On February 11, 2025, our board of directors reinstated the DRP Offering, such that distributions for the month of January 2025 as well as any distributions declared by our board of directors for any future months will be invested in shares of our common stock for those stockholders that previously elected into our distribution reinvestment plan in such states where our distribution reinvestment plan is able to be offered. 5 On October 29, 2019, we entered into a preferred stock purchase agreement with Extra Space Storage LP, a subsidiary of Extra Space Storage Inc.
Added
Concurrently with the Reverse Stock Split, we also effected a corresponding one-for-four reverse unit split (together with the Reverse Stock Split, the “Reverse Equity Splits”) of units of our Operating Partnership.
Removed
(NYSE: EXR), pursuant to which Extra Space Storage LP committed to purchase up to $200 million in shares of our newly-created Series A Convertible Preferred Stock (the "Series A Convertible Preferred Stock"), in one or more closings.
Added
As a result of the Reverse Equity Splits, every four shares of our common stock and every four Operating Partnership units that were issued and outstanding as of the date of the Reverse Equity Splits were automatically changed into one issued and outstanding share of common stock or one issued and outstanding Operating Partnership unit, as applicable, rounded to the nearest 1/1000th share or Operating Partnership unit.
Removed
The initial closing in the amount of $150 million occurred on October 29, 2019, and the second and final closing in the amount of $50 million occurred on October 26, 2020.
Added
The reverse stock and unit splits impacted all classes of common stock and common operating partnership units proportionately and resulted in no impact on any stockholder's or limited partner's percentage ownership of all issued and outstanding common stock or common Operating Partnership units.
Removed
Net Asset Value On January 15, 2024, our board of directors, upon recommendation of our Nominating and Corporate Governance Committee, approved an estimated net asset value per share of our common stock of $15.25 for our Class A Shares and Class T Shares based on the estimated value of our assets less the estimated value of our liabilities, or net asset value, divided by the number of shares outstanding on a fully diluted basis, calculated as of September 30, 2023.
Added
In connection with the reverse equity splits, the number of shares of common stock and Operating Partnership units underlying the outstanding share-based awards were also proportionally reduced.
Removed
On March 12, 2025, our board of directors, upon recommendation of our nominating and corporate governance committee, approved an estimated net asset value per share of our common stock of $14.50 for our Class A Shares and Class T Shares based on the estimated value of our assets less the estimated value of our liabilities, or net asset value, divided by the number of shares outstanding on a fully diluted basis, calculated as of June 30, 2024.
Added
As applicable and unless otherwise indicated, this Report gives effect to the retrospective effect to the Reverse Equity Splits as described above for all periods presented. 5 Immediately after the Reverse Stock Split, we reclassified and designated 225,000,000 authorized but unissued shares of Class A Common Stock and 340,000,000 authorized but unissued shares of Class T Common Stock as authorized but unissued shares of common stock, $0.001 par value per share (the “Reclassification”), without any designation as to class or series.
Removed
Customers typically have access to their storage units 18 hours a day, with some facilities offering 24-hour access. Rental rates can vary and are determined by the location and size of the rental space, the level of security, and whether the unit is climate controlled.
Added
As a result, the Company had 565,000,000 shares of unclassified common stock, $0.001 par value per share, authorized but unissued. In April 2025, in connection with the Underwritten Public Offering, an aggregate of approximately 287,080 time-based LTIP Units and 344,894 time based shares of restricted stock were issued to approximately 320 employees and directors (the “IPO Grant”).
Removed
The customer base of self storage operators includes both local residential customers, typically within a 3- to 5-mile radius of the facility, as well as commercial users.
Added
As prescribed in the IPO Grant in April 2025, approximately 287,080 of these LTIP Units, and approximately 119,829 of these restricted shares were scheduled to vest ratably over four years, respectively, with the first tranche vesting on April 1, 2026. Approximately 225,065 of the total shares issued were scheduled to vest after six months, on October 1, 2025.

… 9 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

96 edited+61 added−65 removed267 unchanged
Biggest changeOur bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders with respect to our Company, our directors, our officers, or our employees.
Biggest changeOur bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees. 12 Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders with respect to our Company, our directors, our officers, or our employees.
Ownership and operation of foreign assets pose several risks, including, but not limited to the following: • the burden of complying with both Canadian and United States’ laws; • changing governmental rules and policies, including changes in land use and zoning laws, more stringent environmental laws or changes in such laws; • existing or new Canadian laws relating to the foreign ownership of real property or loans and laws restricting the ability of Canadian persons or companies to remove profits earned from activities within the country to the person’s or company’s country of origin; • the potential for expropriation; • possible currency transfer restrictions; • imposition of adverse or confiscatory taxes; • changes in real estate and other tax rates or laws and changes in other operating expenses in Canada; • possible challenges to the anticipated tax treatment of our revenue and our properties; • adverse market conditions caused by terrorism, civil unrest and changes in national or local governmental or economic conditions; • the potential difficulty of enforcing obligations in other countries; • negative impacts on our property operations or development of properties in Canada and the increase of cost resulting from new, expanded or retaliatory tariffs, sanctions, quotas, trade barriers, or changes in trade relations between the United States and Canada. • changes in the availability, cost, and terms of loan funds resulting from varying Canadian economic policies; and • our limited experience and expertise in foreign countries relative to our experience and expertise in the United States.
Ownership and operation of foreign assets pose several risks, including, but not limited to the following: • the burden of complying with both Canadian and United States’ laws; • changing governmental rules and policies, including changes in land use and zoning laws, more stringent environmental laws or changes in such laws; 28 • existing or new Canadian laws relating to the foreign ownership of real property or loans and laws restricting the ability of Canadian persons or companies to remove profits earned from activities within the country to the person’s or company’s country of origin; • the potential for expropriation; • possible currency transfer restrictions; • imposition of adverse or confiscatory taxes; • changes in real estate and other tax rates or laws and changes in other operating expenses in Canada; • possible challenges to the anticipated tax treatment of our revenue and our properties; • adverse market conditions caused by terrorism, civil unrest and changes in national or local governmental or economic conditions; • the potential difficulty of enforcing obligations in other countries; • negative impacts on our property operations or development of properties in Canada and the increase of cost resulting from new, expanded or retaliatory tariffs, sanctions, quotas, trade barriers, or changes in trade relations between the United States and Canada. • changes in the availability, cost, and terms of loan funds resulting from varying Canadian economic policies; and • our limited experience and expertise in foreign countries relative to our experience and expertise in the United States.
The following market and economic challenges may adversely affect our operating results: • changes in national, regional, and local economic climates or demographics; • poor economic times resulting in customer defaults under leases or bankruptcy; • competition from other available properties and the attractiveness of our properties to our customers; • re-leasing may require reduced rental rates under the new leases; • increased competition for real estate assets targeted by our investment strategy; • increased costs to repair, renovate, and re-lease our storage units; 22 • increased insurance premiums may reduce funds available for distribution; • increased inflation above our ability to pass along comparable rent increases to our customers; and • changes in interest rates and the availability of financing, which may render the sale or refinance of a property or loan difficult or unattractive.
The following market and economic challenges may adversely affect our operating results: • changes in national, regional, and local economic climates or demographics; • poor economic times resulting in customer defaults under leases or bankruptcy; • competition from other available properties and the attractiveness of our properties to our customers; • re-leasing may require reduced rental rates under the new leases; • increased competition for real estate assets targeted by our investment strategy; • increased costs to repair, renovate, and re-lease our storage units; • increased insurance premiums may reduce funds available for distribution; • increased inflation above our ability to pass along comparable rent increases to our customers; and • changes in interest rates and the availability of financing, which may render the sale or refinance of a property or loan difficult or unattractive.
If our stockholders are investing the assets of a qualified pension, profit-sharing, 401(k), Keogh, or other qualified retirement plan or the assets of an IRA in our common stock, they should satisfy themselves that, among other things: • their investment is consistent with their fiduciary obligations under ERISA and the Code; • their investment is made in accordance with the documents and instruments governing their plan or IRA, including their plan’s investment policy; • their investment satisfies the prudence and diversification requirements of ERISA; • their investment will not impair the liquidity of the plan or IRA; 32 • their investment will not produce UBTI for the plan or IRA; • they will be able to value the assets of the plan annually in accordance with ERISA requirements; and • their investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.
If our stockholders are investing the assets of a qualified pension, profit-sharing, 401(k), Keogh, or other qualified retirement plan or the assets of an IRA in our common stock, they should satisfy themselves that, among other things: • their investment is consistent with their fiduciary obligations under ERISA and the Code; • their investment is made in accordance with the documents and instruments governing their plan or IRA, including their plan’s investment policy; • their investment satisfies the prudence and diversification requirements of ERISA; • their investment will not impair the liquidity of the plan or IRA; • their investment will not produce UBTI for the plan or IRA; • they will be able to value the assets of the plan annually in accordance with ERISA requirements; and • their investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.
Pursuant to such documents, if the officer’s employment is terminated other than for cause or if the officer elects to terminate his employment with us for good reason, we will make a severance payment equal to the officer’s highest annual compensation in the prior two years plus the officer’s average cash performance bonus earned for the prior three years, multiplied by an amount specified in the Executive Severance and Change of Control Plan, together with continuation of medical coverage for a period of time specified in the Executive Severance and Change of Control Plan.
Pursuant to such documents, if the officer’s employment is terminated other than for cause or if the officer elects to terminate his employment with us for good 11 reason, we will make a severance payment equal to the officer’s highest annual compensation in the prior two years plus the officer’s average cash performance bonus earned for the prior three years, multiplied by an amount specified in the Executive Severance and Change of Control Plan, together with continuation of medical coverage for a period of time specified in the Executive Severance and Change of Control Plan.
This may result in an outcome that may not be favorable to our stockholders. Our Chief Executive Officer may also make decisions on behalf of SAM related to redemptions of either its OP units or its common stock which may negatively impact our stockholders. Revenue and earnings from the Managed REIT Platform are uncertain.
This may result in an outcome that may not be favorable to our stockholders. Our Chief Executive Officer may also make decisions on behalf of SAM related to redemptions of either its OP units or its common stock which may negatively impact our stockholders. Revenue and earnings from the Managed Platform are uncertain.
We will face conflicts of interest relating to the purchase of properties, including conflicts with the Managed REITs and Other Programs, and there can be no assurance that our investment allocation policy will adequately address all of the conflicts that may arise or that it will address such conflicts in a manner that is more favorable to us than to the Managed REITs and Other Programs.
We will face conflicts of interest relating to the purchase of properties, including conflicts with the Managed REITs and Other Programs, and there can be no assurance that our investment allocation policy will adequately address all of 14 the conflicts that may arise or that it will address such conflicts in a manner that is more favorable to us than to the Managed REITs and Other Programs.
Aggressive bidding practices by prospective acquirers have been commonplace and this competition also may be a challenge for our acquisition strategy and potentially result in our paying higher prices for acquisitions, including, in some instances, paying consideration for certain properties that may be more than others are willing to pay for such properties.
Aggressive bidding practices by prospective acquirers have been commonplace and this competition also may be a challenge for our acquisition strategy and potentially result in our paying higher prices for acquisitions, including, in some instances, paying consideration for certain properties that may 19 be more than others are willing to pay for such properties.
These requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties, or, in some cases, an award of damages. We will attempt to acquire properties that comply with such regulations or 25 place the burden on the seller or other third party to ensure compliance with such regulations.
These requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties, or, in some cases, an award of damages. We will attempt to acquire properties that comply with such regulations or place the burden on the seller or other third party to ensure compliance with such regulations.
Complying with the REIT requirements may cause us to forego otherwise attractive opportunities. To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of shares of our stock.
Complying with the REIT requirements may cause us to forego otherwise attractive opportunities. 32 To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of shares of our stock.
In addition, our Chief Executive Officer remains (i) Chairman of the Board of Strategic Student & Senior Housing Trust, Inc. and (ii) the Chief Executive Officer of our former sponsor. Because these persons have competing demands on their time and resources, they may have conflicts of interest in allocating their time between our business and these other activities.
In addition, our Chief Executive Officer remains (i) Chairman of the Board of Strategic Student & Senior Housing Trust, Inc. and (ii) the Chief Executive Officer of our former sponsor. Because these persons have competing demands on their time and resources, they may have conflicts of interest in allocating their time between our 13 business and these other activities.
In addition, investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions.
In addition, investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a 25 third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions.
We cannot assure our stockholders that we will be able to pay or maintain distributions or that distributions will increase over time, nor can we give any assurance that rents from the properties will increase, that the securities we buy will increase in value or provide constant or increased distributions over time, or that future acquisitions of real properties will increase our cash available for distribution to stockholders.
We cannot assure our stockholders that we will be able to pay or maintain distributions or that distributions will increase over time, nor can we give any assurance that rents from the properties will increase, that the properties we buy will increase in value or provide constant or increased distributions over time, or that future acquisitions of real properties will increase our cash available for distribution to stockholders.
A failure in, or breach of, our operational or security systems or infrastructure, or those of our third party vendors and other service providers or other third parties, including as a result of cyber attacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs, and cause losses.
A failure in, or breach of, our operational or security systems or infrastructure, or those of our third party vendors and other service providers or other third parties, including as a result of cyber attacks, could disrupt our businesses, 21 result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs, and cause losses.
The purchase of properties with limited warranties or from undercapitalized sellers increases the risk that we may lose some or all of our invested capital in the property as well as rental income from that property. 21 We may acquire or finance properties with yield maintenance or defeasance provisions, which may restrict our operational and financial flexibility.
The purchase of properties with limited warranties or from undercapitalized sellers increases the risk that we may lose some or all of our invested capital in the property as well as rental income from that property. We may acquire or finance properties with yield maintenance or defeasance provisions, which may restrict our operational and financial flexibility.
While we have adopted an Executive Severance and Change of Control Plan which is applicable to each of these officers, we do not have an employment agreement with any of these key personnel and we cannot guarantee that all, or any particular one, will remain 10 employed by us.
While we have adopted an Executive Severance and Change of Control Plan which is applicable to each of these officers, we do not have an employment agreement with any of these key personnel and we cannot guarantee that all, or any particular one, will remain employed by us.
Preferred stock could also have the effect of delaying, deferring, or preventing a change in control of our company, including 15 an extraordinary transaction (such as a merger, tender offer, or sale of all or substantially all of our assets) that might provide a premium price for holders of our common stock.
Preferred stock could also have the effect of delaying, deferring, or preventing a change in control of our company, including an extraordinary transaction (such as a merger, tender offer, or sale of all or substantially all of our assets) that might provide a premium price for holders of our common stock.
These prohibitions are intended to prevent a change of control by interested stockholders who do not have the support of our board of directors. Pursuant to the statute, our board of directors has by resolution exempted business combinations between us and any person, provided that the business combination is first approved by our board of directors.
These prohibitions are intended to prevent a change of control by interested stockholders who do not have the support of our Board. Pursuant to the statute, our Board has by resolution exempted business combinations between us and any person, provided that the business combination is first approved by our Board.
In particular, yield maintenance or defeasance provisions could preclude us from participating in major transactions that could result in a disposition of our assets or a change in control, even though that disposition or change in control might be in our stockholders’ best interests. Rising expenses could reduce cash available for future acquisitions.
In particular, yield maintenance or defeasance provisions could preclude us from 23 participating in major transactions that could result in a disposition of our assets or a change in control, even though that disposition or change in control might be in our stockholders’ best interests. Rising expenses could reduce cash available for future acquisitions.
A continuation of, or slow recovery from, ongoing adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, and fuel and energy costs, could reduce consumer spending or cause consumers to shift their spending to other products and services.
A continuation of, or slow recovery from, ongoing adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, and fuel and energy costs, could reduce consumer spending or cause consumers to shift 24 their spending to other products and services.
We intend to take such steps as may be necessary to qualify us for one or more of the exemptions available, and thereby prevent our assets as being treated as assets of any investing plan. ITEM 1B. UNRESOLV ED STAFF COMMENTS Not applicable.
We intend to take such steps as may be necessary to qualify us for one or more of the exemptions available, and thereby prevent our assets as being treated as assets of any investing plan. 34 ITEM 1B. UNRESOLV ED STAFF COMMENTS Not applicable.
If we are unable to borrow monies on terms and conditions that we find acceptable, we may be forced to use a greater proportion of our Offering proceeds to finance our acquisitions, reduce the number of properties we can purchase, and/or dispose of some of our assets.
If we are unable to borrow monies on terms and conditions that we find acceptable, we may be forced to use a greater proportion of our initial offering proceeds to finance our acquisitions, reduce the number of properties we can purchase, and/or dispose of some of our assets.
Our trademarks are important, and the loss of or our inability to enforce trademark and other proprietary intellectual property rights could harm our business. 11 We own trademarks and other intellectual property rights, including but not limited to the “SmartStop®” and “Strategic Storage®” brands, which are important to our success and competitive position, and the loss of or our inability to enforce trademark and other proprietary intellectual property rights could harm our business.
We own trademarks and other intellectual property rights, including but not limited to the “SmartStop®” and “Strategic Storage®” brands, which are important to our success and competitive position, and the loss of or our inability to enforce trademark and other proprietary intellectual property rights could harm our business.
Furthermore, if such attacks are not detected immediately, their effect could be compounded. 20 Our use of or failure to adopt advancements in information technology may hinder or prevent us from achieving strategic objectives or otherwise harm our business.
Furthermore, if such attacks are not detected immediately, their effect could be compounded. Our use of or failure to adopt advancements in information technology may hinder or prevent us from achieving strategic objectives or otherwise harm our business.
These insurance risks could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, mortgage lenders in some cases require that commercial property owners purchase specific coverage against terrorism as a 23 condition for providing mortgage loans.
These insurance risks could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, mortgage lenders in some cases require that commercial property owners purchase specific coverage against terrorism as a condition for providing mortgage loans.
If we, or the other parties to these loans or notes, should breach certain of those financial or other covenant requirements, or otherwise default on such loans or notes, then the respective lenders or noteholders, as the case may be, could accelerate our repayment dates.
If we, or the other parties to 29 these loans or notes, should breach certain of those financial or other covenant requirements, or otherwise default on such loans or notes, then the respective lenders or noteholders, as the case may be, could accelerate our repayment dates.
In certain cases, we protect our customers’ goods pursuant to our tenant protection program or other arrangements that may, in some cases, be subject to governmental regulation, which may adversely affect our results. 19 In certain cases, we provide a tenant protection program to customers at our properties, and in certain other cases, we protect our customers goods through other arrangements.
In certain cases, we protect our customers’ goods pursuant to our tenant protection program or other arrangements that may, in some cases, be subject to governmental regulation, which may adversely affect our results. In certain cases, we provide a tenant protection program to customers at our properties, and in certain other cases, we protect our customers goods through other arrangements.
Our board of directors may classify or reclassify any unissued common stock or preferred stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption of any such stock.
Our board of directors may classify or reclassify any unissued common stock or preferred stock and establish the preferences, 17 conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption of any such stock.
The customer service, marketing skills, knowledge of local market demand and competitive dynamics of our facility managers are contributing factors to our ability to maximize our rental income and to achieve the highest sustainable rent 18 levels at each of our facilities.
The customer service, marketing skills, knowledge of local market demand and competitive dynamics of our facility managers are contributing factors to our ability to maximize our rental income and to achieve the highest sustainable rent levels at each of our facilities.
These disruptions could also adversely affect the return on the properties we do purchase. In addition, if we pay fees to lock in a favorable interest rate, falling interest rates or other factors could require us to forfeit these fees.
These disruptions could also adversely affect the return on the properties we do purchase. In addition, if we pay fees to lock in a favorable 30 interest rate, falling interest rates or other factors could require us to forfeit these fees.
Similar laws may be 12 implemented in other jurisdictions that we do business in and in ways that may be more restrictive than the CCPA or the CPRA, increasing the cost of compliance, as well as the risk of noncompliance, on our business.
Similar laws may be implemented in other jurisdictions that we do business in and in ways that may be more restrictive than the CCPA or the CPRA, increasing the cost of compliance, as well as the risk of noncompliance, on our business.
These laws 24 and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the generation, use, storage, treatment, transportation, release, and disposal of solid and hazardous materials and wastes, and the remediation of contamination.
These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the generation, use, storage, treatment, transportation, release, and disposal of solid and hazardous materials and wastes, and the remediation of contamination.
If any of our partnerships fails to maintain its status as a partnership for federal income tax purposes, its income would be subject to taxation and our REIT status may be terminated. We intend to maintain the status of our partnerships, including our Operating Partnership, as partnerships for federal income tax purposes.
If any of our partnerships fails to maintain its status as a partnership for federal income tax purposes, its income would be subject to taxation and our REIT status may be terminated. 31 We intend to maintain the status of our partnerships, including our Operating Partnership, as partnerships for federal income tax purposes.
Additionally, our customers’ activities, the existing condition of land when we buy it, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our properties.
Additionally, our customers’ activities, the existing condition of land when we buy it, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties may 26 affect our properties.
Moreover, development of self 17 storage facilities has increased in recent years, which has intensified competition, and we expect it will continue to do so as newly developed facilities are opened.
Moreover, development of self storage facilities has increased in recent years, which has intensified competition, and we expect it will continue to do so as newly developed facilities are opened.
In addition, if any such acquired REIT, including SST IV or SSGT II, failed to qualify as a REIT for any taxable period prior to our acquisition, in the event of a taxable disposition of an asset formerly held by such acquired REIT during a period 29 of up to five years following our acquisition, we would be subject to U.S. federal corporate income tax with respect to any built-in gain inherent in such asset as of the closing of our acquisition.
In addition, if any such acquired REIT, including SST IV, SSGT II or SST X, failed to qualify as a REIT for any taxable period prior to our acquisition, in the event of a taxable disposition of an asset formerly held by such acquired REIT during a period of up to five years following our acquisition, we would be subject to U.S. federal corporate income tax with respect to any built-in gain inherent in such asset as of the closing of our acquisition.
These tax rates are generally not applicable to dividends paid by a REIT, unless such dividends represent earnings on which the REIT itself has 31 been taxed.
These tax rates are generally not applicable to dividends paid by a REIT, unless such dividends represent earnings on which the REIT itself has been taxed.
Debt securities or shares of preferred stock may generally be entitled to receive interest payments or distributions, both current and in connection with any liquidation or sale, prior to the holders of our common stock. We are not required to offer any such additional debt or equity securities to existing common stockholders on a preemptive basis.
Debt securities or shares of preferred stock will generally be entitled to receive interest payments or distributions, both current and in connection with any liquidation or sale, prior to the holders of our common stock. We are not required to offer any such additional debt or equity securities to existing common stockholders on a preemptive basis.
Our charter permits our board of directors to issue stock with terms that may subordinate the rights of common stockholders or discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders. Our charter permits our board of directors to issue up to 900,000,000 shares of capital stock.
Our charter permits our board of directors to issue stock with terms that may subordinate the rights of common stockholders or discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders. Our charter permits our board of directors to issue up to 225,000,000 shares of capital stock.
If the Managed REITs are unable to raise sufficient additional capital or produce adequate funds from operations, they may not be able to repay such payables or loan amounts.
If the Managed REITs are unable to raise sufficient additional capital or produce adequate funds from operations, they may not be able to repay such receivables or loan amounts.
Several factors may affect the Canadian Dollar/USD exchange rate, including: • sovereign debt levels and trade deficits; • domestic and foreign inflation rates and interest rates and investors’ expectations concerning those rates; • other currency exchange rates; • changing supply and demand for a particular currency; • monetary policies of governments; • changes in balances of payments and trade; • trade restrictions; • direct sovereign intervention, such as currency devaluations and revaluations; • investment and trading activities of mutual funds, hedge funds, and currency funds; and • other global or regional political, economic, or financial events and situations. 26 These events and actions are unpredictable.
Several factors may affect the Canadian Dollar/USD exchange rate, including: • sovereign debt levels and trade deficits; • domestic and foreign inflation rates and interest rates and investors’ expectations concerning those rates; • other currency exchange rates; • changing supply and demand for a particular currency; • monetary policies of governments; • changes in balances of payments and trade; • trade restrictions; • direct sovereign intervention, such as currency devaluations and revaluations; • investment and trading activities of mutual funds, hedge funds, and currency funds; and • other global or regional political, economic, or financial events and situations.
Thus, our board of directors could authorize the issuance of preferred stock with terms and conditions that have a priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock, such as our Series A Convertible Preferred Stock.
Thus, our board of directors could authorize the issuance of preferred stock with terms and conditions that have a priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock.
Potential additional future impairments of goodwill or other intangible assets, including trademarks and other acquired intangibles, resulting from the Self Administration Transaction could adversely affect our financial condition and results of operations. We assess our goodwill and other intangible assets and long-lived assets for impairment at least annually or upon the occurrence of a triggering event, as required by GAAP.
Potential additional future impairments of goodwill or other intangible assets, including trademarks and other acquired intangibles, could adversely affect our financial condition and results of operations. We assess our goodwill and other intangible assets and long-lived assets for impairment at least annually or upon the occurrence of a triggering event, as required by GAAP.
Because the limited partnership interests of our Operating Partnership may, in the discretion of our board of directors, be exchanged for shares of our common stock, any merger, exchange or conversion between our Operating Partnership and another entity ultimately could result in the issuance of a substantial number of shares of our common stock, thereby diluting the percentage ownership interest of other stockholders.
Because the OP units may, in the discretion of our Board, be exchanged for shares of our common stock, any merger, exchange or conversion between our operating partnership and another entity ultimately could result in the issuance of a substantial number of shares of our common stock, thereby diluting the percentage ownership interest of other stockholders.
Increasing our revenue from the Managed REIT Platform is dependent in large part on the ability to raise capital in offerings for existing or future Managed REITs or other future programs, as well as on our ability to make investments that meet the investment criteria of existing and future entities, both of which are subject to uncertainty with respect to capital market and real estate market conditions.
Increasing our revenue from the Managed Platform is dependent in large part on the ability to raise capital in offerings for existing or future Managed REITs or other future programs, our ability to expand our Third Party Platform, as well as on our ability to make investments that meet the investment criteria of existing and future entities, all of which are subject to uncertainty with respect to capital market and real estate market conditions.
In addition, we have granted, and expect to grant in the future, equity awards to our independent directors and certain of our employees, including our executive officers, which to date consist of restricted stock of the Company and LTIP units of our Operating Partnership, which are convertible into shares of our common stock subject to satisfaction of certain conditions.
In addition, we have granted, and expect to grant in the future, equity awards to our independent directors and certain of our employees, including our executive officers, which to date consist of shares of our restricted stock and LTIP units, which are exchangeable into shares of our common stock subject to satisfaction of certain conditions.
If such an event causes weakness in national, regional and local economies that negatively impact the demand for self storage space and/or increase bad debts, our business, financial condition, liquidity, results of operations and prospects could be adversely impacted.
Our rental revenue and operating results depend significantly on the demand for self storage space. If such an event causes weakness in national, regional and local economies that negatively impact the demand for self storage space and/or increase bad debts, our business, financial condition, liquidity, results of operations and prospects could be adversely impacted.
However, a stockholder will be bound by the majority vote on matters requiring approval of a majority of the stockholders even if they do not vote with the majority on any such matter. We have opted out of provisions of the MGCL relating to deterring or defending hostile takeovers.
However, a stockholder will be bound by the majority vote on matters requiring approval of a majority of the stockholders even if they do not vote with the majority on any such matter. We have opted out of provisions of the Maryland General Corporate Law (“MGCL”) relating to deterring or defending hostile takeovers.
In the event that we have a concentration of properties in any particular geographic area, any adverse situation that disproportionately affects that geographic area would have a magnified adverse effect on our portfolio. For 2024, approximately 22%, 20%, and 10% of our rental income was concentrated in Florida, California, and the Greater Toronto Area of Canada, respectively.
In the event that we have a concentration of properties in any particular geographic area, any adverse situation that disproportionately affects that geographic area would have a magnified adverse effect on our portfolio. For 2025, approximately 20.9%, 20.2%, and 9.1% of our rental income was concentrated in California, Florida, and the Greater Toronto Area of Canada, respectively.
In addition, subject to any limitations set forth under Maryland law, our board of directors may increase the number of authorized shares of stock (currently 900,000,000 shares), increase or decrease the number of shares of any class or series of stock designated, or reclassify any unissued shares without the necessity of obtaining stockholder approval.
In addition, subject to any limitations set forth under Maryland law, our Board may amend our charter to increase or decrease the number of authorized shares of stock (currently 225,000,000 shares), or the number of shares of any class or series of stock designated, or reclassify any unissued shares into other classes or series of stock without the necessity of obtaining stockholder approval.
We may also be subject to state and local taxes on our income or property, either directly, at the level of our Operating Partnership, or at the level of any other companies through which we indirectly own our assets.
We may also be subject to state and local taxes on our income or property, either directly, at the level of our Operating Partnership, or at the level of any other companies through which we indirectly own our assets. Any federal or state taxes we pay will reduce our cash available for distribution to our stockholders.
In addition, the use of emerging technologies, including artificial intelligence, entails risks including risks relating to the possibility of intellectual property infringement or misappropriation; data privacy; new or enhanced governmental or regulatory scrutiny, requirements, litigation, or other liability; ethical concerns; negative consumer perceptions as to automation and artificial intelligence; or other complications or liabilities that could adversely affect our business, reputation, results of operations, or financial results.
In addition, the use of emerging technologies, including artificial intelligence, entails risks including risks relating to the possibility of intellectual property infringement or misappropriation; data privacy; new or enhanced governmental or regulatory scrutiny, requirements, litigation, or other liability; ethical concerns; negative consumer perceptions as to automation and artificial intelligence; or other complications or liabilities that could adversely affect our business, reputation, results of operations, or financial results. 22 We may be unable to promptly re-let units within our facilities at satisfactory rental rates.
We are currently required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, and, in the future, if we were to become an accelerated filer or large accelerated filer, we may be required to have our independent registered public accounting firm attest to the same, as required by Section 404 of the Sarbanes-Oxley Act of 2002.
We are currently required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, and we are required to have our independent registered public accounting firm attest to the same, as required by Section 404 of the Sarbanes-Oxley Act of 2002.
Moreover, revenue generated from asset management fees, property management fees, and other fees and distributions relating to the Managed REITs’ and Other Programs’ offerings and the investment and management of their respective assets may be affected by factors that include not only our ability to increase the Managed REITs’ and Other Programs’ portfolio of properties under management, but also changes in valuation of those properties, sales of the Managed REITs’ and Other Programs’ properties and assets and our ability to successfully operate the Managed REITs’ and Other Programs’ properties.
Moreover, revenue generated from asset management fees, property management fees, and other fees and distributions relating to the Managed REITs’ and Other Programs’ offerings, the investment and management of their respective assets, and the Third Party Platform, may be affected by factors that include our ability to expand our Third Party Platform, our ability to increase the Managed REITs’ and Other Programs’ portfolio of properties under management, as well as changes in valuation of those properties, sales of the properties related to the Managed REITs’, Other Programs’ and Third Party Platform, and our ability to successfully operate the properties related to the Managed REITs, Other Programs and Third Party Platform.
If the Managed REITs are unable to repay certain loans made to them by us or redeem certain preferred equity investments made in them by us, our liquidity, financial condition, cash flow, and the amount available for distributions to our common stockholders could be adversely affected.
If the Managed REITs and the DSTs they have sponsored are unable to repay certain loans made to them by us, our liquidity, financial condition, cash flow, and the amount available for distributions to our common stockholders could be adversely affected.
Therefore, existing stockholders will experience dilution of their equity investment in us as we (1) sell additional shares in the future, including those issued pursuant to our distribution reinvestment plan, (2) sell securities that are convertible into shares of our common stock, (3) issue shares of our common stock in a private offering of securities, (4) issue restricted shares of our common stock or other equity-based securities to our independent directors and executive officers, (5) issue shares of our common stock in a merger or to sellers of properties acquired by us in connection with an exchange of limited partnership interests of our Operating Partnership, or (6) convert shares of our Series A Convertible Preferred Stock into shares of our common stock.
Therefore, existing stockholders will experience dilution of their equity investment in us as we (1) sell additional shares in the future, (2) sell securities that are convertible into shares of our common stock, (3) issue shares of our common stock in a private offering of securities, (4) issue restricted shares of our common stock, LTIP units or other equity-based securities to our independent directors and executive officers, or (5) issue shares of our common stock in a merger or to sellers of properties acquired by us in connection with an exchange of OP units.
As of December 31, 2024, our Chief Executive Officer had direct and indirect beneficial ownership in units of our Operating Partnership and shares of our common stock (including as a controlling person of SAM, our former sponsor) representing an approximately 9.7% interest in the Operating Partnership and 0.6% of our common stock, respectively.
As of December 31, 2025, our Chief Executive Officer had direct and indirect beneficial ownership in units of our Operating Partnership and shares of our common stock (including as a controlling person of SAM, our former sponsor) representing an approximately 4.88% interest in the Operating Partnership, of which approximately 0.32% was through ownership of our common stock.
We face risks related to an epidemic, pandemic or other health crisis, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. Our rental revenue and operating results depend significantly on the demand for self storage space.
We face risks related to an epidemic, pandemic or other health crisis, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. We face risks related to an epidemic, pandemic or other health crisis, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.
We currently have outstanding debt payments which are indexed to variable interest rates. We may also incur additional debt or issue preferred equity in the future which rely on variable interest rates.
We may also incur additional debt or issue preferred equity in the future which rely on variable interest rates.
Impairment of goodwill or other intangible assets resulting from the Self Administration Transaction may adversely affect our financial condition and results of operations.
Impairment of goodwill or other intangible assets may adversely affect our financial condition and results of operations.
We have provided and may continue to provide financial support to the Managed REITs in the form of outstanding payables, loans, preferred equity investments, or other strategic investments. As of December 31, 2024, we had an aggregate of approximately $33.0 million in outstanding loans to the Managed REITs.
We have provided and may continue to provide financial support to the Managed REITs in the form of outstanding receivables, loans, preferred equity investments, or other strategic investments. As of December 31, 2025, we had an aggregate of approximately $64.2 million in outstanding loans to the Managed REITs and the DSTs sponsored by them.
Any federal or state taxes we pay will reduce our cash available for distribution to our stockholders. 30 We may be required to pay some taxes due to actions of our taxable REIT subsidiaries, which would reduce our cash available for distribution to our stockholders.
We may be required to pay some taxes due to actions of our taxable REIT subsidiaries, which would reduce our cash available for distribution to our stockholders. Any net taxable income earned by our taxable REIT subsidiaries, or TRSs, will be subject to federal and possibly state corporate income tax.
SST VI is a public non-traded Managed REIT which began operations in early 2021 that invests in self storage properties and has assets of approximately $552 million as of September 30, 2024, and SSGT III is a private Managed REIT which began operations in May 2022 that invests in self storage properties and had assets of approximately $221 million as of September 30, 2024.
SST VI is a public non-traded Managed REIT which began operations in early 2021 that invests in self storage properties and has assets of approximately $530 million as of September 30, 2025, SSGT III is a private Managed REIT which began operations in May 2022 that invests in self storage properties and had assets of approximately $411 million as of September 30, 2025, and SST X is a private net asset value REIT launched in January 2025 and had assets of approximately $10 million as of October 31, 2025.
If a material weakness or significant deficiency was to be identified in our internal control over financial reporting, we may also identify deficiencies in some of our disclosure controls and procedures that we believe require remediation.
We may discover deficiencies, including significant deficiencies and/or material weaknesses in our internal control over financial reporting that may require remediation. We may also identify deficiencies in some of our disclosure controls and procedures that we believe require remediation.
If the limits set forth in these covenants do not jeopardize our qualification for taxation as a REIT, but prevent us from distributing 100% of our REIT taxable income, we will be subject to U.S. federal income tax, and potentially a nondeductible excise tax, on the retained amounts. 28 Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to continue to pay distributions at the current rate to our stockholders.
If the limits set forth in these covenants do not jeopardize our qualification for taxation as a REIT, but prevent us from distributing 100% of our REIT taxable income, we will be subject to U.S. federal income tax, and potentially a nondeductible excise tax, on the retained amounts.
In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure that a TRS will be subject to an appropriate level of federal income taxation.
We have elected to treat SmartStop TRS, Inc. as a TRS, and we may elect to treat other subsidiaries as TRSs in the future. In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure that a TRS will be subject to an appropriate level of federal income taxation.
We recorded a net loss attributable to our common stockholders of approximately $18.4 million for the fiscal year ended December 31, 2024. We have historically incurred net losses attributable to our common stockholders and cannot guarantee that we will not incur future operating losses. Our accumulated deficit was approximately $185.6 million as of December 31, 2024.
We have historically incurred net losses attributable to our common stockholders and cannot guarantee that we will not incur future operating losses. Our accumulated deficit was approximately $194.4 million as of December 31, 2025.
If we are unable to satisfy such subordination requirements, certain equity interests we hold in the Managed REITs and Other Programs may be impaired. 13 Because the revenue streams from the advisory agreements with the Managed REITs are subject to limitation or cancellation, any such termination could adversely affect our financial condition, cash flow and the amount available for distributions to our common stockholders.
Because the revenue streams from the advisory agreements with the Managed REITs are subject to limitation or cancellation, any such termination could adversely affect our financial condition, cash flow and the amount available for distributions to our common stockholders.
The California Privacy Rights Act (the “CPRA”), which amends the CCPA, became effective on January 1, 2023, with a lookback period starting January 1, 2022. The CPRA established the California Privacy Protection Agency (the “CPPA”) to oversee enforcement of and compliance with the CCPA.
The California Privacy Rights Act (the “CPRA”), which amends the CCPA, became effective on January 1, 2023. Additionally, the California Privacy Protection Agency (the “CPPA”), which was established by the CPRA to oversee enforcement of and compliance with the CCPA, introduced new and amended regulations under the CCPA and CPRA on January 1, 2026.
Therefore, offerings of common stock or other equity securities may dilute the holdings of our existing stockholders. Because we may generally issue any such debt or equity securities in the future without obtaining the consent of our stockholders, you will bear the risk of such future offerings, including the dilution of your proportionate ownership.
Because we may generally issue any such debt or equity securities in the future without obtaining the consent of our stockholders, our stockholders will bear the risk of our future offerings reducing the market price of our common stock and diluting their proportionate ownership.
In addition, state or local governments may increase tax rates or assessment levels. Further, insurance premiums have recently increased and may continue to increase due to various factors, including inflation and natural disasters. Increases in real property taxes and insurance premiums will adversely affect our net operating income and cash available for distributions.
In addition, state or local governments may increase tax rates or assessment levels. Further, insurance premiums have recently increased and may continue to increase due to various factors, including inflation and natural disasters.
If we are unable to acquire additional capital, our financial condition, cash flow, and the amount available for distributions to our common stockholders could be adversely affected.
If we are unable to acquire additional capital, our financial condition, cash flow, and the amount available for distributions to our common stockholders could be adversely affected. A subsidiary of ours is the sponsor of the Managed REITs and it or its affiliates sponsor Other Programs.
Certain regulatory changes may have a direct impact on our self storage facilities, including but not limited to, land use, zoning, and permitting requirements by governmental authorities at the local level, which can restrict the availability of land for development, and special zoning codes which omit certain uses of property from a zoning category.
This may include land use, zoning, and permitting requirements by governmental authorities at the local level, which can restrict the availability of land for development, and special zoning codes which omit certain uses of property from a zoning category.
The risks associated with storage contents may increase our operating costs or expose us to potential liability that may not be covered by insurance, which may have adverse effects on our business, financial condition, and results of operations.
If one or more of these properties do not perform as expected or we are unable to successfully integrate new properties into our existing operations, our financial performance may be adversely affected. 20 The risks associated with storage contents may increase our operating costs or expose us to potential liability that may not be covered by insurance, which may have adverse effects on our business, financial condition, and results of operations.
Any failure to maintain effective controls or timely effect any necessary improvement of our internal controls over financial reporting and disclosure controls could harm operating results or cause us to fail to meet our reporting obligations. Ineffective internal control over financial reporting and disclosure controls could also cause investors to lose confidence in our reported financial information.
Any failure to maintain effective controls or timely effect any necessary improvement of our internal controls over financial reporting and disclosure controls could harm operating results or cause us to fail to meet our reporting obligations, which could affect the listing of our common stock on the NYSE.
These or other limitations may adversely affect our flexibility and limit our ability to continue to pay distributions at the current rate to our stockholders. If the limits set forth in these covenants prevent us from satisfying our distribution requirements, we could fail to qualify for federal income tax purposes as a REIT.
If the limits set forth in these covenants prevent us from satisfying our distribution requirements, we could fail to qualify for federal income tax purposes as a REIT.
Unless the context otherwise requires, references to stockholders are generally intended to be references to our common stockholders. Risks Related to an Investment in SmartStop Self Storage REIT, Inc. We have historically incurred net losses, have an accumulated deficit, and it is possible that our operations may not be profitable, or maintain profitability, in the future.
Risks Related to an Investment in SmartStop Self Storage REIT, Inc. We have historically incurred net losses, have an accumulated deficit, and it is possible that our operations may not be profitable, or maintain profitability, in the future. We recorded a net loss attributable to our common stockholders of approximately $8.8 million for the fiscal year ended December 31, 2025.
If we default on our secured indebtedness, the lender may foreclose and we could lose our entire investment in the properties securing such loan, which could adversely affect distributions to our stockholders.
We may also incur mortgage debt and pledge all or some of our real properties as security for that debt to obtain funds to acquire real properties. If we default on our secured indebtedness, the lender may foreclose and we could lose our entire investment in the properties securing such loan, which could adversely affect distributions to our stockholders.
In addition, the Canadian Dollar may not maintain its long term value in terms of purchasing power in the future. The resulting volatility in the Canadian Dollar/USD exchange rate could materially and adversely affect our performance. We are subject to additional risks due to the location of any of the properties that we either own or operate in Canada.
These events and actions are unpredictable. In addition, the Canadian Dollar may not maintain its long term value in terms of purchasing power in the future. The resulting volatility in the Canadian Dollar/USD exchange rate could materially and adversely affect our performance.
In addition, we may be obligated to fund the defense costs incurred by our directors, officers, employees and agents in some cases which would decrease the cash otherwise available for distribution to our stockholders. 16 Future offerings of debt securities, which would be senior to our common stock, or equity securities, which would dilute our existing stockholders and may be senior to our common stock, may adversely affect our stockholders, and our stockholders’ interests in us will be diluted as we issue additional shares.
Future offerings of debt securities, which would be senior to our common stock, or equity securities, which would dilute our existing stockholders and may be senior to our common stock, may adversely affect our stockholders, and our stockholders’ interests in us will be diluted as we issue additional shares.

… 142 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+0 added−0 removed18 unchanged
Biggest changeRisk Assessment At least annually, we conduct a cybersecurity risk assessment that takes into account information from internal stakeholders, known security vulnerabilities, and other external sources (e.g., reported security incidents that have impacted 33 other companies, industry trends, and evaluations by third parties and consultants).
Biggest changeRisk Assessment At least annually, we conduct a cybersecurity risk assessment that takes into account information from internal stakeholders, known security vulnerabilities, and other external sources (e.g., reported security incidents that have impacted other companies, industry trends, and evaluations by third parties and consultants).
Such providers are subject to security risk assessments at the time of onboarding, contract renewal, and upon detection of an increase in risk profile. We use a variety of inputs in our risk assessments, including information supplied by providers and third parties .
Such providers are subject to security risk assessments at the time of onboarding, contract 35 renewal, and upon detection of an increase in risk profile. We use a variety of inputs in our risk assessments, including information supplied by providers and third parties .

Item 2. Properties

Properties — owned and leased real estate

9 edited+4 added−8 removed0 unchanged
Biggest changeThe following table summarizes our 50% ownership interests in unconsolidated real estate ventures in Canada (the “Canadian JV Properties”) (in thousands): Canadian JV Property Date Real Estate Venture Became Operational Carrying Value of Investment as of December 31, 2024 Carrying Value of Investment as of December 31, 2023 Dupont (1)(6) October 2019 $ 3,358 $ 3,975 East York (2)(6) June 2020 4,945 5,663 Brampton (2)(6) November 2020 1,533 1,975 Vaughan (2)(6) January 2021 2,019 2,297 Oshawa (2)(6) August 2021 938 1,275 Scarborough (2)(5) November 2021 1,969 2,343 Aurora (1)(5) December 2022 1,935 2,481 Kingspoint (2)(5) March 2023 3,299 3,947 Whitby (4) January 2024 7,661 7,076 Markham (1)(7) May 2024 2,470 2,064 Regent (3) Under Development 2,655 2,736 $ 32,782 $ 35,832 (1) These joint venture properties were acquired through the SSGT II Merger, which closed on June 1, 2022.
Biggest changeEquity in earnings (loss) will generally be recognized based on our ownership interest in the earnings (loss) of each of the unconsolidated investments. 37 The following table summarizes our 50% ownership interests in unconsolidated real estate ventures in Canada (the “Canadian JV Properties”) (in thousands): Date Real Estate Carrying Value of Investment Venture Became as of December 31, Canadian JV Property Operational 2025 2024 Dupont (1) October 2019 $ 583 $ 3,358 East York (1) June 2020 5,209 4,945 Brampton (1) November 2020 1,597 1,533 Vaughan (1) January 2021 2,064 2,019 Oshawa (1) August 2021 285 938 Scarborough (1) November 2021 2,099 1,969 Aurora (1) December 2022 256 1,935 Kingspoint (1) March 2023 2,448 3,299 Whitby (1) January 2024 3,830 7,661 Markham (1) May 2024 3,155 2,470 Regent (2) Under Development 3,839 2,655 Allard (3) Under Development 1,270 — Finch (4) Under Development 3,033 — $ 29,668 $ 32,782 (1) As of December 31, 2025, these operating properties were encumbered by first mortgages pursuant to the RBC JV Term Loan III (defined below).
These joint venture agreements are with a subsidiary of SmartCentres, an unaffiliated third party, to acquire, develop, and operate self storage facilities. On July 18, 2024, we entered into a joint venture arrangement with an unaffiliated third party to develop a self storage property in Nantucket, Massachusetts (the "Nantucket Joint Venture").
These joint venture agreements are with a subsidiary of SmartCentres, an unaffiliated third party, to acquire, develop, and operate self storage facilities. On July 18, 2024, we entered into a joint venture arrangement with an unaffiliated third party to develop a self storage property in Nantucket, Massachusetts (the “Nantucket Joint Venture”).
(2) Includes all rentable square feet, consisting of storage units and parking (approximately 1,017,000 square feet). (3) Represents the occupied square feet of all facilities we owned in a state or province divided by total rentable square feet of all the facilities we owned in such state or area as of December 31, 2024.
(2) Includes all rentable square feet, consisting of storage units and parking (approximately 1,095,000 square feet). (3) Represents the occupied square feet of all facilities we owned in a state or province divided by total rentable square feet of all the facilities we owned in such state or area as of December 31, 2025.
See Note 5 – Debt, of the Notes to the Consolidated Financial Statements contained in this report for more information about our indebtedness secured by our properties. 34 As of December 31, 2024, our wholly-owned operating self storage portfolio was comprised as follows: State No. of Properties Units (1) Sq. Ft. (net) (2) % of Total Rentable Sq. Ft.
See Note 7 – Debt of the Notes to the Consolidated Financial Statements contained in this report for more information about our indebtedness secured by our properties. 36 As of December 31, 2025, our wholly-owned operating self storage portfolio was comprised as follows: State No. of Properties Units (1) Sq. Ft. (net) (2) % of Total Rentable Sq. Ft.
ITEM 2. PR OPERTIES As of December 31, 2024, we owned 161 operating self storage facilities located in 19 states (Alabama, Arizona, California, Colorado, Florida, Illinois, Indiana, Maryland, Massachusetts, Michigan, New Jersey, Nevada, North Carolina, Ohio, South Carolina, Texas, Virginia, Washington and Wisconsin), the District of Columbia, and Canada, comprising approximately 110,000 units and approximately 12.6 million rentable square feet.
ITEM 2. PR OPERTIES As of December 31, 2025, we owned 177 operating self storage facilities located in 19 states (Alabama, Arizona, California, Colorado, Florida, Illinois, Indiana, Maryland, Massachusetts, Michigan, New Jersey, Nevada, North Carolina, Ohio, South Carolina, Texas, Virginia, Washington and Wisconsin), the District of Columbia, and Canada, comprising approximately 122,000 units and approximately 13.9 million rentable square feet.
Such amount represents an approximately 38% ownership in the property. 35 We account for these investments using the equity method of accounting and they are stated at cost and adjusted for our share of net earnings or losses and reduced by distributions and increased for contributions.
We account for these investments using the equity method of accounting and they are stated at cost and adjusted for our share of net earnings or losses and reduced by distributions and increased for contributions.
Physical Occupancy % (3) Rental Income % (4) Alabama 1 1,090 163,300 1.3 % 90.3 % 0.7 % Arizona 4 3,130 329,100 2.6 % 93.3 % 2.5 % California 32 21,955 2,313,400 18.4 % 91.9 % 20.3 % Colorado 10 5,870 683,600 5.4 % 87.9 % 4.1 % Florida 27 20,920 2,462,700 19.6 % 92.8 % 22.1 % Illinois 6 3,785 432,450 3.4 % 92.0 % 3.0 % Indiana 2 1,030 112,700 0.9 % 93.3 % 0.6 % Massachusetts 2 1,045 111,800 0.9 % 90.7 % 1.8 % Maryland 2 1,610 169,500 1.4 % 92.9 % 1.4 % Michigan 4 2,220 266,100 2.1 % 93.5 % 1.8 % New Jersey 2 2,350 205,100 1.6 % 78.6 % 1.7 % Nevada 9 7,160 865,000 6.9 % 92.1 % 6.6 % North Carolina 18 8,800 1,144,000 9.1 % 93.8 % 7.9 % Ohio 5 2,540 288,900 2.4 % 87.9 % 1.6 % South Carolina 4 2,890 355,800 2.9 % 89.1 % 1.8 % Texas 12 6,960 919,300 7.3 % 94.1 % 6.9 % Virginia 1 830 71,100 0.6 % 91.2 % 0.9 % Washington 5 3,430 390,550 3.1 % 92.8 % 3.4 % Wisconsin 1 780 83,400 0.7 % 87.7 % 0.5 % District of Columbia 1 830 72,000 0.6 % 89.2 % 0.1 % Ontario, Canada 13 10,610 1,110,700 8.8 % 91.6 % 10.3 % Total (5) 161 109,835 12,550,500 100 % 91.8 % 100 % (1) Includes all rentable units, consisting of storage units and parking (approximately 3,400 units).
Physical Occupancy % (3) Rental Income % (4) Alabama 1 1,090 163,300 1.2 % 89.0 % 0.6 % Arizona 4 3,130 329,100 2.4 % 92.6 % 2.3 % California 32 21,955 2,321,300 16.7 % 92.9 % 20.9 % Colorado 11 6,475 750,450 5.4 % 91.7 % 4.6 % Florida 28 21,435 2,506,860 18.1 % 92.3 % 20.2 % Illinois 6 3,785 432,450 3.1 % 92.2 % 2.8 % Indiana 2 1,030 112,700 0.8 % 92.9 % 0.6 % Massachusetts 2 1,045 111,800 0.9 % 89.5 % 1.8 % Maryland 2 1,610 169,500 1.2 % 92.4 % 1.3 % Michigan 4 2,220 266,100 1.9 % 93.5 % 1.6 % New Jersey 5 5,395 488,300 3.5 % 77.1 % 3.6 % Nevada 9 7,160 865,000 6.2 % 91.2 % 5.7 % North Carolina 18 8,670 1,138,850 8.1 % 90.2 % 7.2 % Ohio 5 2,830 320,050 2.3 % 89.4 % 1.5 % South Carolina 4 2,890 355,800 2.6 % 93.0 % 1.9 % Texas 17 10,830 1,388,050 10.0 % 90.7 % 8.2 % Virginia 1 830 71,100 0.5 % 92.3 % 0.8 % Washington 5 3,430 390,550 2.8 % 94.4 % 3.1 % Wisconsin 1 780 83,400 0.7 % 92.2 % 0.5 % District of Columbia 1 830 72,000 0.6 % 89.8 % 0.6 % Alberta, Canada 5 3,050 357,925 2.6 % 73.8 % 0.7 % British Columbia, Canada 1 800 74,000 0.5 % 81.8 % 0.4 % Ontario, Canada 13 10,610 1,110,700 7.9 % 91.0 % 9.1 % Total 177 121,880 13,879,285 100 % 90.8 % 100 % (1) Includes all rentable units, consisting of storage units and parking (approximately 3,600 units).
Upon completion of development, we expect to serve as property manager of the self storage property. As of December 31, 2024, the carrying value of this investment was approximately $6.0 million.
This property became operational in late December 2025, and we serve as property manager of the self storage property. As of December 31, 2025, the carrying value of this investment was approximately $7.0 million. Such amount represents an approximately 42% ownership in the property.
(4) Represents rental income (excludes administrative fees, late fees, and other ancillary income) for all facilities we owned in a state or province divided by our total rental income for the month ended December 31, 2024. (5) In September 2024, Hurricane Helene caused severe flooding at one of our wholly-owned properties in Asheville, North Carolina.
(4) Represents rental income (excludes administrative fees, late fees, and other ancillary income) for all facilities we owned in a state or province divided by our total rental income for the year ended December 31, 2025. We own our office located at 10 Terrace Rd, Ladera Ranch, California (the “Ladera Office”) which houses our corporate headquarters.
Removed
As a result, this property was not operational as of December 31, 2024, but we expect to rebuild a self storage facility in its place. There is no assurance as to when this property will be rebuilt or the performance of this property upon completion or stabilization. The table above does not include the property statistics for this property.
Added
We have an office lease of approximately 5,000 square feet located in Tucson, Arizona, which are the primary offices of the recently acquired Third Party Platform.
Removed
Please see Note 3 – Real Estate of the Notes to the Consolidated Financial Statements for additional detail. Additionally, we own our office located at 10 Terrace Rd, Ladera Ranch, California (the “Ladera Office”) which houses our corporate headquarters.
Added
We owned a 50% equity interest in 13 unconsolidated real estate ventures located in Canada, which consisted of 10 operating self storage properties and three properties which were being developed into self storage properties as of December 31, 2025.
Removed
On May 25, 2022, we, as 50% owner and SmartCentres as the other 50% owner of a joint venture subsidiary, purchased a single tenant industrial building located in the city of Burnaby, British Columbia (the “Regent Property”), that we and SmartCentres plan to develop into a self storage facility in the near future.
Added
(2) The property is currently under development to become a self storage facility. (3) On August 12, 2025, we acquired this joint venture parcel of land in Edmonton, Alberta, Canada, with SmartCentres, and have initiated the process to develop this property into a self storage property.
Removed
On January 12, 2023, we as 50% owner and SmartCentres as the other 50% owner of a joint venture subsidiary, purchased a parcel of land in Whitby, Ontario, (the “Whitby Property”), that we and SmartCentres developed into a self storage facility that became operational in January 2024.
Added
(4) On December 19, 2025, we acquired this joint venture parcel of land in Toronto, Canada, with SmartCentres, and have initiated the process to develop this property into a self storage property.
Removed
Equity in earnings (loss) will generally be recognized based on our ownership interest in the earnings (loss) of each of the unconsolidated investments.
Removed
(2) These joint venture properties were acquired through the SST IV Merger, which closed on March 17, 2021. (3) This property was leased as a single tenant industrial lease through October 2024. The joint venture plans to develop this property into a self storage facility in the future.
Removed
(4) This property was acquired on January 12, 2023 in connection with a purchase agreement assumed in the SSGT II Merger. (5) As of December 31, 2024, these properties were encumbered by first mortgages pursuant to the RBC JV Term Loan II (defined below).
Removed
(6) As of December 31, 2024, these properties were encumbered by first mortgages pursuant to the RBC JV Term Loan (defined below). (7) This property is encumbered by a first mortgage pursuant to the SmartCentres Financings (defined below).

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
Biggest changeIn such cases, there may be an exposure to loss in excess of any amounts accrued. We are not aware of any such proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition. (b) None. ITEM 4. MINE SAF ETY DISCLOSURES Not Applicable. 36 PART II
Biggest changeIn such cases, there may be an exposure to loss in excess of any amounts accrued. We are not aware of any such proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition. (b) None. ITEM 4. MINE SAF ETY DISCLOSURES Not Applicable. 38 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+4 added−99 removed3 unchanged
Biggest changeAs a result, future distributions declared and paid may exceed cash flow from operations. Recent Sales of Unregistered Securities We did not have any recent sales of unregistered securities during the period covered by this Annual Report that were not disclosed in a quarterly report on Form 10-Q or current report on Form 8-K.
Biggest changeRecent Sales of Unregistered Securities We did not have any recent sales of unregistered securities during the period covered by this Annual Report that were not disclosed in a quarterly report on Form 10-Q or current report on Form 8-K. 39 Performance Graph The following performance graph and table below compare the cumulative total return (including dividends) of shares of our Common Stock for the period from the listing of our shares on the NYSE on April 2, 2025 through December 31, 2025, with the cumulative returns of the Standard and Poor’s 500 Index (the “S&P 500”), the FTSE NAREIT All Equity REITs Index (the “FTSE NAREIT All Equity Index”) and the Russell 2000 Index (the “Russell 2000”) over the same period of time.
However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for U.S. federal income tax purposes.
We believe that we are organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for U.S. federal income tax purposes.
Approximately $28.0 million of the 2022 total distributions, composed of approximately 51.3% of our common stockholder distributions and none of our preferred stockholder distributions, constituted a non-taxable return of capital.
Approximately $58.8 million of the 2025 total distributions, composed of approximately 75.3% of our common stockholder distributions and none of our preferred stockholder distributions, constituted a non-taxable return of capital.
For 2022, we paid a total of approximately $74.4 million in distributions, which consisted of approximately $54.6 million to our common stockholders, approximately $7.3 million to our OP Unit holders, and approximately $12.5 million to our preferred stockholder.
For 2025, we paid a total of approximately $92.7 million in distributions, which consisted of approximately $78.3 million to our common stockholders, approximately $7.1 million to our OP Unit holders, and approximately $7.0 million to our preferred stockholder.
We currently anticipate publishing a new estimated share value on an annual basis. 43 Distributions We elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Code beginning with the taxable year ended December 31, 2014.
Distributions We elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Code beginning with the taxable year ended December 31, 2014. By qualifying as a REIT, we generally will not be subject to U.S. federal income tax on taxable income that we distribute to our stockholders.
For income tax purposes, distributions to common stockholders are characterized as ordinary dividends, capital gain dividends, or as nontaxable distributions.
As a REIT, we have made, and intend to continue to make, distributions each taxable year equal to at least 90% of our taxable income (excluding capital gains and computed without regard to the dividends paid deduction). For income tax purposes, distributions to common stockholders are characterized as ordinary dividends, capital gain dividends, or as nontaxable distributions.
Class A is pictured in the graph below. There can be no assurance that the performance of our Class A shares will continue in line with the same or similar trends depicted in the performance graph. 45 46 ITEM 6. [RESERVED ] 47
The data are based on the closing prices for the periods presented. The graph assumes that $100 was invested on April 2, 2025 and assumes the reinvestment of any dividends. There can be no assurance that the performance of our Common Stock will continue in line with the same or similar trends depicted in the performance graph.
Removed
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOC KHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information As of March 10, 2025, we had approximately 88.1 million Class A Shares outstanding and approximately 8.2 million Class T Shares outstanding, held by a total of approximately 19,000 stockholders of record.
Added
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOC KHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Common Stock began trading on the New York Stock Exchange under the ticker symbol “SMA” on April 2, 2025.
Removed
There is no established trading market for our common stock. Therefore, there is a risk that a stockholder may not be able to sell our stock at a time or price acceptable to the stockholder, or at all. Our Offering terminated on January 9, 2017.
Added
As of February 18, 2026, there were approximately 55,357,177 shares of our Common Stock outstanding, held by approximately 3,700 stockholders of record.
Removed
Pursuant to the terms of our charter, certain restrictions are imposed on the ownership and transfer of shares. On November 25, 2024, our board of directors approved the full suspension of our distribution reinvestment plan and share redemption program.
Added
This number does not represent the actual number of beneficial owners of our Common Stock because shares of our Common Stock are frequently held in “street name” by securities dealers and others for the beneficial owners who may vote the shares. Prior to April 2, 2025, there was no established public trading market for our Common Stock.
Removed
See Note 12 – Commitments and Contingencies of the Notes to the Consolidated Financial Statements contained in this report for additional information.
Added
The information in this paragraph and the following performance graph are deemed “furnished”, not “filed”, with the SEC and is not to be incorporated by reference into any of our filings, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except as shall be expressly set forth by specific reference in such filing.
Removed
On February 11, 2025, our board of directors reinstated the DRP Offering, such that distributions for the month of January 2025 as well as any distributions declared by our board of directors for any future months will be invested in shares of our common stock for those stockholders that previously elected into our distribution reinvestment plan in such states where our distribution reinvestment plan is able to be offered.
Removed
Unless and until our shares are listed for trading on a national securities exchange, it is not expected that a public market for our shares will develop.
Removed
To assist fiduciaries of plans subject to the annual reporting requirements of ERISA and account trustees or custodians to prepare reports relating to an investment in our shares, we intend to provide reports of our quarterly and annual determinations of the current value of our net assets per outstanding share to those fiduciaries (including account trustees and custodians) who identify themselves to us and request the reports.
Removed
Determination of Estimated Per Share Net Asset Value On March 12, 2025, the board of directors (the “Board”), at the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Committee”), unanimously approved and established an estimated net asset value per share (“Estimated Per Share NAV”).
Removed
The Estimated Per Share NAV is based on the estimated value of our assets less the estimated value of our liabilities, divided by the number of shares outstanding on a fully diluted basis, calculated as of June 30, 2024 (the “Valuation Date”).
Removed
We provided this Estimated Per Share NAV to assist broker-dealers in connection with their obligations under Financial Industry Regulatory Authority (“FINRA”) Rule 2231, with respect to customer account statements.
Removed
This valuation was performed in accordance with the provisions of the Institute for Portfolio Alternatives Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs, issued in April 2013 (the “IPA Valuation Guidelines”).
Removed
The Committee, which is composed solely of independent directors, was responsible for the oversight of the valuation process, including the review and approval of the valuation process and methodology used to determine the Estimated Per Share NAV, the consistency of the valuation and appraisal methodologies with real estate industry standards and practices, and the reasonableness of the assumptions used in the valuations and appraisals.
Removed
The Estimated Per Share NAV was determined after consultation with our management and Robert A. Stanger & Co, Inc. (“Stanger”), an independent third-party valuation firm. The engagement of Stanger was approved by the Committee.
Removed
Stanger prepared an appraisal report (the “Stanger Appraisal Report”) summarizing key information and assumptions and providing an appraised value range on 157 wholly-owned properties and 10 properties held in unconsolidated joint ventures in our portfolio as of June 30, 2024 (collectively, the “Stanger Appraised Properties”).
Removed
Stanger also prepared a net asset value report (the “Stanger NAV Report”) which estimates the net asset value range per share of each of our class A common stock and class T common stock as of June 30, 2024.
Removed
The Stanger NAV Report relied upon: (i) the Stanger Appraisal Report for the Stanger Appraised Properties; (ii) Stanger’s estimated value range of our advisory, asset management and property management businesses and certain joint ventures (the “Managed REIT Platform”); (iii) Stanger’s estimated fair market value of our secured mortgage debt and other debt outstanding; (iv) Stanger’s estimated value range of our unconsolidated joint ventures (the “Unconsolidated Joint Ventures”); and (v) our estimate of the value of our cash, other assets, and liabilities, to calculate an estimated net asset value range per share of our common stock.
Removed
The process for estimating the value of our assets and liabilities was performed in accordance with the provisions of the IPA Valuation Guidelines. 37 After considering all information provided, including the Committee’s receipt and review of the Stanger Appraisal Report and the Stanger NAV Report (the “Reports”), and based on the Committee’s extensive knowledge of our assets and liabilities, the Committee concluded that the range in estimated value per share of $13.43 to $15.67, with a mid-point estimated value per share of $14.50, as indicated in the Stanger NAV Report was reasonable and recommended to the Board that it adopt $14.50 as the Estimated Per Share NAV for our Class A shares and Class T shares.
Removed
The table below sets forth the calculation of our Estimated Per Share NAV as of June 30, 2024 and our previous estimated value per share as of September 30, 2023 (amounts in thousands, except share and per share data).
Removed
June 30, September 30, Assets 2024 2023 Real Estate Properties $ 2,683,909 $ 2,726,669 Additional assets Cash 34,677 34,239 Restricted Cash 7,368 9,573 Investments in Unconsolidated JV's 93,313 77,773 Other assets 50,918 53,381 Management Company 146,190 146,800 Total Assets $ 3,016,375 $ 3,048,435 Liabilities Debt $ 1,110,041 $ 1,059,001 Mark-to-market on mortgage debt (29,536 ) (38,510 ) Accounts payable and accrued liabilities 39,196 40,711 Due to affiliates 69 84 Distributions payable 8,736 8,928 Total Liabilities $ 1,128,506 $ 1,070,214 Net Asset Value 1,887,869 1,978,221 Preferred Equity (1) - - Net Asset Value to Common $ 1,887,869 $ 1,978,221 Net Asset Value for Class A shares $ 1,770,029 $ 1,854,366 Number of Class A shares outstanding (1)(2) 122,036,466 121,589,335 Estimated value per Class A share $ 14.50 $ 15.25 Net Asset Value for Class T shares $ 117,840 $ 123,854 Number of Class T shares outstanding 8,124,618 8,121,031 Estimated value per Class T share $ 14.50 $ 15.25 (1) The outstanding shares of our Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”) are convertible into shares of our class A common stock on or after the second anniversary of the effective date (October 29, 2021) of that certain preferred stock purchase agreement by and between us and Extra Space Storage LP (the “Preferred Stock Purchase Agreement”).
Removed
Upon a liquidation, the holder of the Series A Convertible Preferred Stock would receive the greater of the Liquidation Amount (as defined in the Preferred Stock Purchase Agreement) or the amount that would have been payable upon conversion of the Series A Convertible Preferred Stock into shares of our class A common stock.
Removed
For purposes of this analysis, Stanger assumed the conversion of the Series A Convertible Preferred Stock into shares of our class A common stock based on the conversion price, as described in the Preferred Stock Purchase Agreement, of $10.66.
Removed
(2) Includes outstanding units in SmartStop OP, L.P., our operating partnership (the “Operating Partnership”) (“OP Units”) and unvested restricted stock and unvested OP Units issued to our directors and management. Methodology and Key Assumptions In determining the Estimated Per Share NAV, the Board considered the recommendation of the Committee, the Reports provided by Stanger and information provided by us.
Removed
Our goal in calculating the Estimated Per Share NAV is to arrive at a value that is reasonable and supportable using what the Committee and the Board each deems to be appropriate valuation methodologies and assumptions. 38 FINRA’s current rules provide no guidance on the methodology an issuer must use to determine its Estimated Per Share NAV.
Removed
As with any valuation methodology, the methodologies used are based upon a number of estimates and assumptions that may not be accurate or complete. Different parties with different assumptions and estimates could derive a different Estimated Per Share NAV, and these differences could be significant.
Removed
The Estimated Per Share NAV is not audited and does not represent the fair value of our assets less its liabilities according to U.S. generally accepted accounting principles (“GAAP”), nor does it represent a liquidation value of our assets and liabilities or the amount our shares of common stock would trade at on a national securities exchange.
Removed
The estimated asset values may not, however, represent current market value or book value. The estimated value range of the Stanger Appraised Properties does not necessarily represent the value the Company would receive or accept if the assets were marketed for sale.
Removed
The Estimated Per Share NAV does not reflect a real estate portfolio premium or discount compared to the sum of the individual property values. The Estimated Per Share NAV also does not take into account estimated disposition costs and fees for real estate properties that are not held for sale.
Removed
Independent Valuation Firm Stanger was selected by the Committee to appraise and provide a value on the 167 Stanger Appraised Properties. Stanger is engaged in the business of appraising commercial real estate properties and is not affiliated with the Company.
Removed
The compensation the Company paid to Stanger related to the valuation is based on the scope of work and not on the appraised values of our real estate properties.
Removed
The appraisals were performed in accordance with the Code of Ethics and the Uniform Standards of Professional Appraisal Practice, or USPAP, the real estate appraisal industry standards created by The Appraisal Foundation. The Stanger Appraisal Report was reviewed, approved, and signed by an individual with the professional designation of MAI licensed in the state where each real property is located.
Removed
The use of the reports is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. In preparing its Reports, Stanger did not, and was not requested to, solicit third-party indications of interest for our common stock in connection with possible purchases thereof or the acquisition of all or any part of the Company.
Removed
Stanger collected reasonably available material information that it deemed relevant in appraising our real estate properties. Stanger relied in part on property-level information provided by us, including: (i) historical and projected operating revenues and expenses; (ii) unit mixes; (iii) rent rolls; and (iv) information regarding recent or planned capital expenditures.
Removed
In conducting its investigation and analyses, Stanger took into account customary and accepted financial and commercial procedures and considerations as it deemed relevant.
Removed
Although Stanger reviewed information supplied or otherwise made available by us for reasonableness, Stanger assumed and relied upon the accuracy and completeness of all such information and of all information supplied or otherwise made available to Stanger by any other party and did not independently verify such information.
Removed
Stanger has assumed that any operating or financial forecasts and other information and data provided to or otherwise reviewed by or discussed with Stanger were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of our management and/or the Board.
Removed
Stanger relied on us to advise it promptly if any information previously provided became inaccurate or was required to be updated during the period of their review.
Removed
In performing its analyses, Stanger made numerous other assumptions as of various points in time with respect to industry performance, general business, economic, and regulatory conditions, and other matters, many of which are beyond its control and our control. Stanger also made assumptions with respect to certain factual matters.
Removed
For example, unless specifically informed to the contrary, Stanger assumed that we have clear and marketable title to each real estate property appraised, that no title defects exist, that any improvements were made in accordance with law, that no hazardous materials are present or were present previously, that no significant deed restrictions exist, and that no changes to zoning ordinances or regulations governing use, density, or shape are pending or being considered.
Removed
Furthermore, Stanger’s analyses, opinions, and conclusions were necessarily based upon market, economic, financial, and other circumstances and conditions existing as of or prior to the date of the Stanger Appraisal Report, and any material change in such circumstances and conditions may affect Stanger’s analyses and conclusions.
Removed
The Stanger Appraisal Report contains other assumptions, qualifications, and limitations that qualify the analyses, opinions, and conclusions set forth therein. Furthermore, the prices at which our real estate properties may actually be sold could differ from Stanger’s analyses.
Removed
Stanger is actively engaged in the business of appraising commercial real estate properties similar to those owned by the Company in connection with public securities offerings, private placements, business combinations, and similar transactions.
Removed
The Company does not believe that there are any material conflicts of interest between Stanger, on the one hand, and the Company, and their affiliates, on the other hand. We engaged Stanger, with approval from the Committee, to deliver 39 its Reports to assist in the net asset value calculation and Stanger received compensation for those efforts.
Removed
In addition, we have agreed to indemnify Stanger against certain liabilities arising out of this engagement.
Removed
A special committee of the Board previously engaged Stanger to serve as a financial advisor in connection with our acquisition of Strategic Storage Growth Trust, Inc., Strategic Storage Trust IV, Inc., Strategic Storage Growth Trust II, Inc. and the Managed REIT Platform acquired from Strategic Asset Management I, LLC (f/k/a SmartStop Asset Management, LLC) (“SAM”) and Stanger provided fairness opinions in connection with certain of those transactions, for which Stanger was paid usual and customary fees.
Removed
In addition, Stanger was previously engaged by the Committee and performed a net asset value calculation for us for the periods ended September 30, 2023, September 30, 2022, June 30, 2021 and December 31, 2019. In 2021, Stanger was also engaged to provide other financial advisory services to us.
Removed
Finally, Stanger served as a financial advisor in the negotiation and closing of the Series A Convertible Preferred Stock by Extra Space Storage LP, a subsidiary of Extra Space Storage Inc.
Removed
Stanger may from time to time in the future perform other services for us or the managed REITs, so long as such other services do not adversely affect the independence of Stanger as certified in the applicable Stanger Appraisal Report.
Removed
Although Stanger considered any comments received from us relating to their Reports, the final appraised value ranges of our real estate properties were determined by Stanger for the Stanger Appraised Properties. The Reports are addressed solely to the Committee to assist it in calculating and recommending to the Board an Estimated Per Share NAV of our common stock.
Removed
The Reports are not addressed to the public, may not be relied upon by any other person to establish an Estimated Per Share NAV of our common stock, and do not constitute a recommendation to any person to purchase or sell any shares of our common stock.
Removed
The foregoing is a summary of the standard assumptions, qualifications, and limitations that generally apply to the Reports. The Reports, including the analysis, opinions, and conclusions set forth in such reports, are qualified by the assumptions, qualifications, and limitations set forth in the respective reports.
Removed
Real Estate Valuation As described above, the Company engaged Stanger to provide an appraisal containing a range of market value of the Stanger Appraised Properties consisting of 157 wholly-owned properties and 10 properties held in unconsolidated joint ventures in our portfolio as of June 30, 2024.
Removed
In preparing the Stanger Appraisal Report, Stanger, among other things: • performed a site visit of the Stanger Appraised Properties in the context of this assignment or prior assignments; • interviewed our officers to obtain information relating to the physical condition of each Stanger Appraised Property, including known environmental conditions, status of ongoing or planned property additions and reconfigurations, and other factors for such properties; • reviewed historical operating statements, asking rental rates by unit type, achieved rental rates, market rental rates, occupancy for the subject properties and competing properties, current tax information and a review of tax comparable properties, where appropriate, and capitalization rates for self storage properties observed in the marketplace based on investor surveys and general discussions in the market, and extracted from recent sales of self storage properties in each property’s region.
Removed
Stanger employed the income approach to estimate the value range of the Stanger Appraised Properties (other than the office condominium located in Ladera Ranch, CA), which involves an economic analysis of the property based on its potential to provide future net annual income.
Removed
A direct capitalization analysis was used to determine the value range of the portfolio by valuing each Stanger Appraised Property in the portfolio.
Removed
The direct capitalization analysis was based upon the stabilized net operating income of each property capitalized at an appropriate capitalization rate for each property based upon property characteristics and competitive position and market conditions at the date of the appraisal.
Removed
Stanger deducted estimated lease up costs for properties that were not considered stabilized and adjusted the value conclusion of properties that suffered from deferred maintenance.
Removed
Stanger employed the sales comparison approach to value the office condominium located in Ladera Ranch, CA, which utilizes indices of value derived from actual or proposed sales of comparable properties to estimate the value of the subject property.
Removed
Stanger prepared the Stanger Appraisal Report, which summarizes key inputs and assumptions, providing a value for each of the Stanger Appraised Properties it appraised using financial information provided by the Company. From such review, Stanger selected the appropriate direct capitalization rate in its direct capitalization analysis.
Removed
The total aggregate purchase price of the wholly-owned appraised properties in the Stanger Appraisal Report was approximately $1.9 billion. In addition, through the Valuation Date, the Company had invested approximately $97 million in capital improvements on these real estate assets since inception.
Removed
As of the Valuation Date, the total value range of the 40 wholly-owned appraised properties was approximately $2.6 billion to $2.8 billion. The mid-point appraised value of approximately $2.7 billion represents an approximately 32.3% increase in the total value of the real estate assets over the aggregate purchase price and aggregate improvements.
Removed
The following summarizes the key assumptions that were used in the direct capitalization models to arrive at the mid-point appraised value of the Stanger Appraised Properties: Assumption Range Weighted Average Direct Capitalization rate 4.50% to 6.00% 5.08% While we believe that Stanger’s assumptions and inputs are reasonable, a change in these assumptions and inputs would significantly impact the calculation of the appraised value of the Stanger Appraised Properties and thus, the Estimated Per Share NAV.
Removed
The table below illustrates the impact on the Estimated Per Share NAV if the direct capitalization rates were adjusted by 25 basis points or 5%, assuming the mid-point value conclusion for each Stanger Appraised Property is based on the method being sensitized and all other factors remain unchanged: Estimated Per Share NAV due to: Increase 25 Basis Points Decrease 25 Basis Points Increase 5.0% Decrease 5.0% Direct Capitalization Rate $ 13.43 $ 15.67 $ 13.47 $ 15.64 Debt Values for our secured mortgage debt and other Company debt outstanding (the “Outstanding Debt”) were estimated by Stanger using a discounted cash flow analysis, which used inputs based on the remaining loan terms and estimated current market interest rates for debt with similar characteristics, including remaining loan term, loan-to-value ratios, debt-service-coverage ratios, customary affirmative and negative covenants, prepayment terms, and collateral attributes.
Removed
The current market interest rate was generally determined based on market rates for available comparable debt. The estimated current market interest rates ranged from 5.80% to 7.55% for the Outstanding Debt. As of June 30, 2024, Stanger’s estimated fair value of our consolidated Outstanding Debt was approximately $1.08 billion.
Removed
The weighted-average discount rate applied to the future estimated debt payments of the Outstanding Debt was approximately 6.88%. While we believe that Stanger’s assumptions and inputs are reasonable, a change in these assumptions and inputs would significantly impact the calculation of the estimated value of the Outstanding Debt and thus, the Estimated Per Share NAV.
Removed
The table below illustrates the impact on the Estimated Per Share NAV if the market interest rate of the Outstanding Debt were adjusted by 25 basis points or 5%, and assuming all other factors remain unchanged: Estimated Per Share NAV due to: Decrease 25 Basis Points Increase 25 Basis Points Decrease 5.0% Increase 5.0% $ 14.43 $ 14.57 $ 14.41 $ 14.60 Cash, Other Assets, Other Liabilities and Preferred Equity The fair value of our cash, other assets, other liabilities and investments in and advances to our Managed REITs were estimated by us to approximate carrying value as of the Valuation Date.
Removed
In estimating the fair value of the Series A Convertible Preferred Stock, Stanger considered the conversion feature of the Series A Convertible Preferred Stock, as described above, and determined that as of the Valuation Date it would have been dilutive since the conversion value of $10.66 per share is at a lower value than the Estimated Per Share NAV determined by the Board as of the Valuation Date.
Removed
Therefore, Stanger assumed the Series A Convertible Preferred Stock was converted into common shares and was included in the fully diluted share count as of the Valuation Date. The carrying value of a majority of our other assets and liabilities are considered to equal their fair value due to their short maturities or liquid nature.
Removed
Certain balances, such as intangible assets and liabilities and deferred financing costs, have been eliminated for the purpose of the valuation due to the fact that the value of those balances were already considered in the valuation of the respective investments. 41 Managed REIT Platform Value To derive the estimated value range of the Managed REIT Platform, Stanger estimated the market value associated with our asset management and property management contracts (the “Management Contracts”) with us, Strategic Storage Growth Trust III, Inc.
Removed
(“SSGT III”) and Strategic Storage Trust VI, Inc. (“SST VI”) using a comparable transactions analysis. Stanger considered the projected fee income from the Management Contracts and the associated reasonable expenses to support such activities to derive an EBITDA projection for the 12-month period (the “Projected EBITDA”) following the Valuation Date.

… 30 more changes not shown on this page.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

115 edited+56 added−68 removed41 unchanged
Biggest changeThe following is a reconciliation of net income (loss) (attributable to common stockholders), which is the most directly comparable GAAP financial measure, to FFO and FFO, as adjusted (attributable to common stockholders), and FFO and 57 FFO, as adjusted (attributable to common stockholders and OP unit holders) for each of the periods presented below (in thousands): Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Net income (loss) (attributable to common stockholders) $ (18,379 ) $ (2,746 ) $ 6,322 Add: Depreciation of real estate 53,975 52,620 48,400 Amortization of real estate related intangible assets 715 6,302 14,628 Depreciation and amortization of real estate and intangible assets from unconsolidated entities 2,615 2,375 1,535 Deduct: Gain on equity interests upon acquisition (1) — — (16,101 ) Adjustment for noncontrolling interests (2) (6,892 ) (7,165 ) (5,279 ) FFO (attributable to common stockholders) 32,034 51,386 49,505 Other Adjustments: Intangible amortization expense - contracts (3) 220 292 573 Acquisition expenses (4) 413 193 888 Acquisition expenses and foreign currency (gains) losses, net from unconsolidated entities 222 69 149 Casualty loss due to hurricane (5) 500 — 661 Contingent earnout adjustment (6) — — 1,514 Write-off of equity interest and preexisting relationships upon acquisition of control — — 2,050 Accretion of fair market value of secured debt 120 13 (36 ) Net loss on extinguishment of debt (7) 471 — 2,393 Foreign currency and interest rate derivative (gains) losses, net (8) 577 (178 ) 75 Offering related expenses (9) 330 792 1,803 Adjustment of deferred tax assets and liabilities (3) 845 (3,301 ) (1,073 ) Sponsor funding reduction (10) 844 34 — Amortization of debt issuance costs (3) 4,115 2,728 2,594 Adjustment for noncontrolling interests in our Operating Partnership (1,042 ) (73 ) (1,306 ) FFO, as adjusted (attributable to common stockholders) (11) $ 39,649 $ 51,955 $ 59,790 FFO (attributable to common stockholders) $ 32,034 $ 51,386 $ 49,505 Net income (loss) attributable to the noncontrolling interests in our Operating Partnership (773 ) 1,314 2,536 Adjustment for noncontrolling interests in our Operating Partnership (2) 6,892 7,165 5,279 FFO (attributable to common stockholders and OP unit holders) $ 38,153 $ 59,865 $ 57,320 FFO, as adjusted (attributable to common stockholders) $ 39,649 $ 51,955 $ 59,790 Net income (loss) attributable to the noncontrolling interests in our Operating Partnership (773 ) 1,314 2,536 Adjustment for noncontrolling interests in our Operating Partnership (2) 7,934 7,238 6,585 FFO, as adjusted (attributable to common stockholders and OP unit holders) (11) $ 46,810 $ 60,507 $ 68,911 (1) This gain relates to the mark up in fair value of our preexisting equity interests in SSGT II as a result of our acquisition of control in the SSGT II Merger.
Biggest changeFFO and FFO, as adjusted, should be reviewed in conjunction with other measurements as an indication of our performance. 52 The following is a reconciliation of net (loss) income, which is the most directly comparable GAAP financial measure, to FFO (attributable to common stockholders and OP unit holders) and FFO, as adjusted (attributable to common stockholders and OP unit holders), for each of the periods presented below (in thousands): Years Ended December 31, 2025 2024 2023 Net (loss) income $ (1,737 ) $ (5,887 ) $ 11,647 Other noncontrolling interests (305 ) (507 ) (579 ) Distributions to preferred stockholders (3,567 ) (12,758 ) (12,500 ) Less: Accretion - preferred equity costs (3,644 ) — — Adjustments: Depreciation of real estate 61,986 53,975 52,620 Gain on disposition of real estate (284 ) — — Amortization of real estate related intangible assets 9,556 715 6,302 Depreciation and amortization of real estate and intangible assets from unconsolidated entities 2,954 2,615 2,375 FFO (attributable to common stockholders and OP unit holders) 64,959 38,153 59,865 Other Adjustments: Intangible amortization expense - contracts (1) 418 220 292 Acquisition-related expenses (2) 2,512 413 193 Acquisition expenses, amortization of debt issuance costs and foreign currency (gains) losses, net from unconsolidated entities 202 222 69 Loss due to hurricane (3) — 500 — Contingent earnout adjustment (4) 221 — — Accretion of fair market value of secured debt 719 120 13 Loss on extinguishment of debt (5) 2,533 471 — Foreign currency and interest rate derivative losses (gains), net (6) 2,264 577 (178 ) Transactional expenses (7) 2,422 330 792 IPO Grant (8) 9,458 — — Adjustment of deferred tax assets and liabilities (1) 1,046 845 (3,301 ) Sponsor funding reduction (9) 1,052 844 34 Accretion - preferred equity costs (1) 3,644 — — Amortization of debt issuance costs (1) 4,080 4,115 2,728 FFO, as adjusted (attributable to common stockholders and OP unit holders) (10) $ 95,530 $ 46,810 $ 60,507 (1) These items represent the amortization, accretion, or adjustment of intangible assets, debt issuance costs, equity issuance costs, or deferred tax assets and liabilities.
In determining FFO, as adjusted, we make further adjustments to the NAREIT computation of FFO to exclude the effects of non-real estate related asset impairments and intangible amortization, acquisition related costs, other write-offs incurred in connection with acquisitions, contingent earnout expenses, accretion of fair value of debt adjustments, amortization of debt issuance costs, gains or losses from extinguishment of debt, adjustments of deferred tax assets and liabilities, realized and unrealized gains/losses on foreign exchange transactions, gains/losses on foreign exchange and interest rate derivatives not designated for hedge accounting, and other select non-recurring income or expense items which we believe are not indicative of our overall long-term operating performance.
In determining FFO, as adjusted, we make further adjustments to the NAREIT computation of FFO to exclude the effects of non-real estate related asset impairments and intangible amortization, acquisition-related costs, other write-offs incurred in connection with acquisitions, contingent earnout expenses, accretion of fair value of debt adjustments, amortization of debt issuance costs, gains or losses from extinguishment of debt, adjustments of deferred tax assets and liabilities, realized and unrealized gains/losses on foreign exchange transactions, gains/losses on certain foreign exchange and interest rate derivatives not designated for hedge accounting, and other select non-recurring income or expense items which we believe are not indicative of our overall long-term operating performance.
The payment of distributions from sources other than cash flows from operations may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds. 62 Over the long-term, we expect that a greater percentage of our distributions will be paid from cash flows from operations.
The payment of distributions from sources other than cash flows from operations may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds. Over the long-term, we expect that a greater percentage of our distributions will be paid from cash flows from operations.
During the year ended December 31, 2024, our operating results included partial period results for nine self storage facilities, eight of which were acquired during the year ended December 31, 2024, and one of which became non-operational prior to year end, as it sustained damage in September 2024 caused by Hurricane Helene.
During the year ended December 31, 2024, our operating results included partial period results for nine self storage facilities, eight of which were acquired during the year ended December 31, 2024, and one of which became non-operational prior to December 31, 2024, as it sustained damage in September 2024 caused by Hurricane Helene.
Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. Our FFO calculation complies with NAREIT’s policy described above. FFO, as Adjusted We use FFO, as adjusted, as an additional non-GAAP financial measure to evaluate our operating performance.
Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. Our FFO calculation complies with NAREIT’s policy described above. 51 FFO, as Adjusted We use FFO, as adjusted, as an additional non-GAAP financial measure to evaluate our operating performance.
Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name.
Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, we would have to make a stream of payments to a brand or franchise 43 owner in return for the right to use their name.
Our evaluation of our VIE's under such 50 accounting guidance could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the VIE's included in our consolidated financial statements may vary based on the estimates and assumptions we use.
Our evaluation of our VIE's under such accounting guidance could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the VIE's included in our consolidated financial statements may vary based on the estimates and assumptions we use.
We execute our external growth strategy by developing, redeveloping, acquiring and managing self storage facilities in the United States and Canada both internally and through our Managed REITs, and we look to acquire properties that are physically stabilized, recently developed, in various stages of lease up or at certificate of occupancy.
We execute our external growth strategy by developing, redeveloping, acquiring and managing self storage facilities in the United States and Canada both internally and through our Managed Platform, and we look to acquire properties that are physically stabilized, recently developed, in various stages of lease up or at certificate of occupancy.
The following discussion of these policies supplements, but does not supplant the description of our significant accounting policies, as contained in Note 2 – Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements contained in this report, and is intended to present our analysis of the uncertainties involved in arriving upon and applying each policy.
The following discussion of these policies supplements, but does not supplant the description of our significant accounting policies, as contained in Note 2 – Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements, and is intended to present our analysis of the uncertainties involved in arriving upon and applying each policy.
Distribution Policy and Distributions Preferred Stock Dividends The shares of Series A Convertible Preferred Stock rank senior to all other shares of our capital stock, including our common stock, with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company.
Distribution Policy and Distributions Preferred Stock Dividends The shares of Series A Convertible Preferred Stock ranked senior to all other shares of our capital stock, including our common stock, with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company.
FFO is adjusted for its effect to arrive at FFO, as adjusted, as a means of determining a comparable sustainable operating performance metric. (11) Our calculation of FFO, as adjusted was modified beginning in the period ended March 31, 2024, to add back the amortization of debt issuance costs.
FFO is adjusted for its effect to arrive at FFO, as adjusted, as a means of determining a comparable sustainable operating performance metric. (10) Our calculation of FFO, as adjusted was modified beginning in the period ended March 31, 2024, to add back the amortization of debt issuance costs.
Non-GAAP Financial Measures Funds from Operations Funds from operations (“FFO”) is a non-GAAP financial metric promulgated by the National Association of Real Estate Investment Trusts (NAREIT), that we believe is an appropriate supplemental measure to reflect our operating performance.
Non-GAAP Financial Measures Funds from Operations Funds from operations (“FFO”) is a non-GAAP financial metric promulgated by the National Association of Real Estate Investment Trusts (“NAREIT”), that we believe is an appropriate supplemental measure to reflect our operating performance.
Acquisitions of portfolios of facilities are allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available.
Allocation of purchase price to acquisitions of portfolios of facilities are allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available.
Based on the Inside Self Storage Top-Operators List ranking for 2024, and after accounting for recent market transactions, we are the 10th largest owner and operator of self storage properties in the United States based on rentable square footage.
Based on the Inside Self Storage Top-Operators List ranking for 2025, and after accounting for recent market transactions, we are the 10th largest owner and operator of self storage properties in the United States based on rentable square footage.
By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the brand name. We qualitatively evaluate whether any triggering events or changes in circumstances have occurred subsequent to our annual impairment test that would indicate an impairment condition may exist.
By virtue of this asset, we avoid any such payments and record the related intangible fair value of our ownership of the brand name. We qualitatively evaluate whether any triggering events or changes in circumstances have occurred in addition to our annual impairment test that would indicate an impairment condition may exist.
Other, net consists primarily of certain state tax expenses, foreign currency fluctuations, changes in value related to our foreign currency and interest rate hedges not designated for hedge accounting, and other miscellaneous items.
Other, net consisted primarily of certain state tax expenses, foreign currency fluctuations, changes in value related to our foreign currency and interest rate hedges not designated for hedge accounting, and other miscellaneous items.
We believe that our critical accounting policies include the following: real estate acquisition valuation; the evaluation of whether any of our long-lived assets have been impaired; the valuation of goodwill and related impairment considerations, the valuation of our trademarks and related impairment considerations, the determination of the useful lives of our long-lived assets; and the evaluation of the consolidation of our interests in joint ventures.
We believe that our critical accounting policies include the following: real estate acquisition valuation; the evaluation of whether any of our long-lived assets have been impaired; the valuation of goodwill and related impairment considerations, the valuation of our trademarks and related impairment considerations; and the evaluation of the consolidation of our interests in joint ventures.
Results of Operations Overview We derive revenues principally from: (i) rents received from our self storage tenant leases; (ii) fees generated from our Managed REITs; (iii) our Tenant Protection Programs; and (iv) sales of packing and storage-related supplies at our storage facilities.
Results of Operations Overview We derive revenues principally from: (i) rents received from our self storage tenant leases; (ii) fees generated from our Managed Platform; (iii) our Tenant Protection Programs; and (iv) sales of packing and storage-related supplies at our storage 44 facilities.
See Note 4 – Investments in Unconsolidated Real Estate Ventures, of the Notes to the Consolidated Financial Statements contained in this report for additional information.
See Note 6 – Investments in Unconsolidated Real Estate Ventures of the Notes to the Consolidated Financial Statements contained in this report for additional information.
The excess of the funding over the value of the Series C Units received is accounted for as a reduction of Managed REIT Platform revenues from SST VI over the remaining estimated term of the management contracts with SST VI. See Note 2 – Summary of Significant Accounting Policies to the Consolidated Financial Statements.
The excess of the funding over the value of the Series C Units received is accounted for as a reduction of Managed Platform revenue from SST VI over the remaining estimated term of the management contracts with SST VI. See Note 2 – Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements.
Absent the foregoing restrictions, our charter allows our board of directors to authorize payments to stockholders in cash or other assets of the Company or in stock, including in stock of one class payable to holders of stock of another class.
Our charter allows our board of directors to authorize payments to stockholders in cash or other assets of the Company or in stock, including in stock of one class payable to holders of stock of another class.
Long-term potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, issuance of equity instruments, undistributed funds from operations, and additional public or private offerings.
Long-term potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, issuance of common equity in the public markets, issuance of other equity instruments, undistributed funds from operations, and additional public or private offerings.
Therefore, our operating results depend significantly on our ability to retain our existing tenants and lease our available self storage units to new tenants, while maintaining and, where possible, increasing the prices for our self storage units.
Therefore, our operating results depend significantly on our ability to retain our existing tenants and lease our available self storage units to new tenants, while maintaining and, where possible, increasing the prices for our self storage units and those that we manage.
Equity in earnings (losses) from investments in Managed REITs Losses from our equity method investments in the Managed REITs for the years ended December 31, 2024 and 2023 were approximately $1.4 million and $1.3 million, respectively.
Equity in Earnings (Losses) from Investments in Managed REITs Losses from our equity method investments in the Managed REITs for the years ended December 31, 2025 and 2024 were approximately $0.4 million and $1.4 million, respectively.
As this item is non-recurring and not a primary driver in our decision-making process, FFO is adjusted for its effect to arrive at FFO, as adjusted, as a means of determining a comparable sustainable operating performance metric.
As these items are non-recurring and not a primary driver in our decision-making process, FFO is adjusted for its effect to arrive at FFO, as adjusted, as a means of determining a comparable sustainable operating performance metric.
We define FFO, consistent with the standards established by the White Paper on FFO approved by the board of governors of NAREIT, or the White Paper.
We define FFO consistent with the standards established by the White Paper on FFO approved by the board of governors of NAREIT (“the White Paper”).
Additionally, we are party to a $70 million CAD term loan (the “RBC JV Term Loan”) with Royal Bank of Canada (“RBC”) pursuant to which five of our joint venture subsidiaries that each own 50% of a Joint Venture property serve as borrowers (the “RBC Borrowers”).
Additionally, we are party to a $160 million CAD term loan (the “RBC JV Term Loan III”) with Royal Bank of Canada (“RBC”) pursuant to which 10 of our joint venture subsidiaries that each own 50% of a Joint Venture property serve as borrowers (the “RBC Borrowers”).
Interest expense includes interest expense on our debt, accretion of fair market value adjustments of our debt, amortization of debt issuance costs, and the impact of our interest rate derivatives designated for hedge accounting.
Interest expense included interest expense on our debt, accretion of fair market value of debt, amortization of debt issuance costs, and the impact of any interest rate derivatives designated for hedge accounting.
We expect interest expense to fluctuate in future periods commensurate with our future debt levels and fluctuations in net effective interest rates. Loss on Debt Extinguishment Loss on debt extinguishment for the years ended December 31, 2024 and 2023 was approximately $0.5 million, and none, respectively.
We expect interest expense to fluctuate in future periods commensurate with our future debt levels and fluctuations in interest rates. Loss on Debt Extinguishment Loss on debt extinguishment for the years ended December 31, 2025 and 2024 was approximately $2.5 million, and $0.5 million , respectively.
In addition, we have the internal capability to originate, structure and manage additional self storage investment programs (the “Managed REIT Platform”) which would be sponsored by SmartStop REIT Advisors, LLC (“SRA”), our indirect subsidiary. We acquired the Managed REIT Platform in 2019 from Strategic Asset Management I, LLC (f/k/a SmartStop Asset Management, LLC), our former sponsor ("SAM").
In addition, we have the internal capability to originate, structure and manage additional self storage investment programs or Managed REITs, which would be sponsored by SmartStop REIT Advisors, LLC (“SRA”), our indirect subsidiary. We acquired such capability in 2019 from Strategic Asset Management I, LLC (f/k/a SmartStop Asset Management, LLC), our former sponsor (“SAM”).
Real Estate Acquisition Valuation We account for asset acquisitions in accordance with GAAP which requires that we allocate the purchase price of a property to the tangible and intangible assets acquired and the liabilities assumed based on their relative fair values.
Real Estate Purchase Price Allocation and Treatment of Acquisition Costs We account for asset acquisitions in accordance with GAAP which requires that we allocate the purchase price of a property to the tangible and intangible assets acquired and the liabilities assumed based on their relative fair values as of the 42 date of acquisition.
As of December 31, 2024 and 2023, we wholly-owned 161 and 154 operating self storage facilities, respectively. Our operating results for the year ended December 31, 2024 included full year period results for 153 operating self storage facilities.
As of December 31, 2025 and 2024, we wholly-owned 177 and 161 operating self storage facilities, respectively. Our operating results for the year ended December 31, 2025 included full year period results for 161 operating self storage facilities.
Property Operating Expenses Property operating expenses for the years ended December 31, 2024 and 2023 were approximately $70.7 million (or 32% of self storage revenue) and $65.4 million (or 30% of self storage revenue), respectively. Property operating expenses include the costs to operate our facilities including compensation related expenses, utilities, insurance, real estate taxes, and property related marketing.
Property Operating Expenses Property operating expenses for the years ended December 31, 2025 and 2024 were approximately $86.4 million (or 35% of self storage revenue) and $70.7 million (or 32% of self storage revenue), respectively. Property operating expenses includes the costs to operate our facilities including compensation related expenses, utilities, insurance, real estate taxes, and property related marketing.
Such expenses consist primarily of compensation related costs, marketing related costs, legal expenses, accounting expenses, transfer agent fees, directors and officers’ insurance expense and board of directors related costs.
Such expenses consisted primarily of compensation related costs, equity based compensation, marketing related costs, legal expenses, accounting expenses, transfer agent fees, directors and officers’ insurance expense and board of directors related costs.
We expect interest income from the Managed REITs to fluctuate commensurate with their borrowings, as well as changes to benchmark interest rates on such borrowings. Interest Expense Interest expense for the years ended December 31, 2024 and 2023 was approximately $72.3 million and $61.8 million, respectively.
We expect interest income from the Managed REITs to fluctuate commensurate with their level of borrowings, as well as changes to benchmark interest rates on such borrowings. Interest Expense Interest expense for the years ended December 31, 2025 and 2024 was approximately $59.9 million and $72.3 million, respectively.
Losses from our equity method investments in Managed REITs consists primarily of our allocation of earnings and losses from our investments in SST VI and SSGT III. Other, Net Other, net for the years ended December 31, 2024 and 2023 was approximately $1.3 million and $0.2 million of expense, respectively.
Losses from our equity method investments in Managed REITs consisted primarily of our allocation of earnings and losses from our investments in SST VI and SSGT III. Other, Net Other, net for the years ended December 31, 2025 and 2024 was approximately $21,000 and $1.3 million, respectively, of expense.
Moreover, continued uncertainty or deterioration in the debt and equity markets, or continued increases in treasury yields and interest rates, over an extended period of time, could also potentially impact our liquidity over the long-term.
To the extent that there is uncertainty or deterioration in the debt and equity markets, or continued increases in treasury yields and interest rates, over an extended period of time, it could also potentially impact our liquidity over the long-term.
If circumstances indicate the carrying amount may not be fully recoverable, we perform a quantitative impairment test of goodwill to compare the fair value of each reporting unit to its respective carrying amount. If the carrying amount of goodwill exceeds its fair value, an impairment charge will be recognized.
If circumstances indicate the carrying amount may not be fully recoverable, we perform a quantitative analysis to compare the fair value of each reporting unit to its respective carrying amount. If the carrying amount of goodwill exceeds its fair value, an impairment charge will be recognized. Trademarks Valuation Trademarks are based on the value of our brands.
Comparison of the Years Ended December 31, 2024 and 2023 Total Self Storage Revenues Total self storage related revenues for the years ended December 31, 2024 and 2023 were approximately $219.0 million and $215.3 million, respectively.
Comparison of the Years Ended December 31, 2025 and 2024 Total Self Storage Revenues Total self storage related revenues for the years ended December 31, 2025 and 2024 were approximately $249.5 million and $219.0 million, respectively.
Long-Term Liquidity and Capital Resources On a long-term basis, our principal demands for funds will be for our property operating expenses, general and administrative expenses, Managed REIT Platform expenses, debt service payments, capital expenditures, property acquisitions, investments in our Managed REITs, required payments pursuant to the Sponsor Funding Agreement, and distributions to our Series A Convertible Preferred stockholder, limited partners in our Operating Partnership, and our stockholders, as necessary to maintain our REIT qualification.
Long-Term Liquidity and Capital Resources On a long-term basis, our principal demands for funds will be for our property operating expenses, general and administrative expenses, Managed Platform expenses, debt service payments, capital expenditures, property acquisitions, other strategic acquisitions and investments, investments in our Managed REITs, and distributions to our limited partners in our Operating Partnership, and our stockholders, as necessary to maintain our REIT qualification.
Dividends payable on each share of Series A Convertible Preferred Stock accrue daily but are payable quarterly in arrears. Since the initial closing, such dividends accrued at a rate equal to 6.25% per annum until October 29, 2024, and accrued at a rate of 7.0% per annum thereafter.
Dividends payable on each share of Series A Convertible Preferred Stock accrued daily but were payable quarterly in arrears. Such dividends accrued at a rate equal to 6.25% per annum until October 29, 2024, and accrued at a rate of 7.0% per annum thereafter. The Series A Convertible Preferred Stock was redeemed on April 4, 2025.
As of December 31, 2024, our wholly-owned portfolio consisted of 161 operating self storage properties diversified across 19 states, the District of Columbia, and Canada comprising approximately 110,000 units and 12.6 million net rentable square feet.
As of December 31, 2025, our wholly-owned portfolio consisted of 177 operating self storage properties diversified across 19 states, the District of Columbia, and Canada comprising approximately 122,000 units and 13.9 million net rentable square feet.
We expect reimbursable costs from the Managed REITs to fluctuate commensurate with our Managed REITs' increase in operations as we receive reimbursement for providing such services. General and Administrative Expenses General and administrative expenses for the years ended December 31, 2024 and 2023 were approximately $29.9 million and $27.5 million, respectively.
We further expect reimbursable costs from Managed Platform to generally fluctuate commensurate with our Managed Platform’s increase in operations as we receive reimbursement for providing such services. General and Administrative Expenses General and administrative expenses for the years ended December 31, 2025 and 2024 were approximately $38.2 million and $29.9 million, respectively.
Reimbursable Costs from Managed REITs Reimbursable costs from Managed REITs for the years ended December 31, 2024 and 2023 were approximately $6.6 million and $5.8 million, respectively.
Reimbursable Costs from Managed Platform Reimbursable costs from Managed Platform for the years ended December 31, 2025 and 2024 were approximately $12.5 million and $6.6 million, respectively.
Reimbursable Costs from Managed REITs Reimbursable costs from Managed REITs for the years ended December 31, 2024 and 2023 were approximately $6.6 million and $5.8 million, respectively.
Reimbursable Costs from Managed Platform Reimbursable costs from Managed Platform for the years ended December 31, 2025 and 2024 were approximately $12.5 million and $6.6 million, respectively.
The information in this section should be read in conjunction with Note 5 – Debt, and Note 12 – Commitments and Contingencies, of the Notes to the Consolidated Financial Statements contained within this report.
The information in this section should be read in conjunction with Note 7 – Debt and Note 14 – Commitments and Contingencies of the Notes to the Consolidated Financial Statements.
Goodwill is allocated to various reporting units, as applicable, and is not amortized. We perform an annual qualitative impairment assessment as of December 31 for goodwill; between annual tests we evaluate the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be fully recoverable.
We perform an annual qualitative impairment assessment as of December 31 for goodwill; between annual assessments, we evaluate the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be fully recoverable.
When indicators of potential impairment are present, we will assess the recoverability of the particular asset by determining whether the carrying value of the asset will be recovered, through an evaluation of the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition.
When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the real property assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition.
If such events were to occur in the long-term, we would expect to take other additional steps, including but not limited to other sources of capital such as proceeds from secured or unsecured financings from banks or other lenders, issuance of equity instruments, and additional public or private offerings.
If such events were to occur in the long-term, we would expect to access sources of capital available to us, such as proceeds from secured or unsecured financings from banks or other lenders, issuance of common equity in the public markets, issuance of other equity instruments, or additional public or private offerings.
Our allocations of purchase prices are based on certain significant estimates and assumptions, variations in such estimates and assumptions could result in a materially different presentation of the consolidated financial statements or materially different amounts being reported in the consolidated financial statements.
Our allocations of purchase prices are based on certain significant estimates and assumptions, variations in such estimates and assumptions could result in a materially different presentation of the consolidated financial statements or materially different amounts being reported in the consolidated financial statements. The value of the tangible assets, consisting of land and buildings, is determined as if vacant.
(5) Determined by dividing the aggregate realized rental income for each applicable period by the aggregate of the month-end occupied square feet for the period. Properties are included in the respective calculations in their first full month of operations, as appropriate.
(4) Determined by dividing the sum of the month-end occupied square feet for the applicable group of facilities for each applicable period by the sum of their month-end rentable square feet for the period. Properties are included in the respective calculations in their first full month of operations, as appropriate.
Liquidity and Capital Resources Short-Term Liquidity and Capital Resources Our liquidity needs consist primarily of our property operating expenses, general and administrative expenses, Managed REIT Platform expenses, debt service payments, capital expenditures, property acquisitions, property developments and improvements, investments in our Managed REITs, required payments pursuant to our Sponsor Funding Agreement, and distributions to our Series A Convertible Preferred stockholder, limited partners in our Operating Partnership, and our stockholders, as necessary to maintain our REIT qualification.
Liquidity and Capital Resources Short-Term Liquidity and Capital Resources Our liquidity needs consist primarily of our property operating expenses, general and administrative expenses, Managed Platform expenses, working capital, debt service payments, capital expenditures, property acquisitions, other strategic acquisitions and investments, property developments and improvements, investments related to our Managed Platform, and distributions to our limited partners in our Operating Partnership and our stockholders, as necessary to maintain our REIT qualification.
As a result, future distributions declared and paid may exceed cash flow from operations. Indebtedness As of December 31, 2024, our net debt was approximately $1,317 million, which included approximately $556 million in fixed rate debt, and $766 million in variable rate debt, less approximately $3.4 million in net debt issuance costs and approximately $1.6 million in net debt discount.
As a result, future distributions declared and paid may exceed cash flow from operations. 56 Indebtedness As of December 31, 2025, our net debt was approximately $1,098.2 million, which included approximately $1,044.5 million in fixed rate debt and $59.8 million in variable rate debt, less approximately $4.4 million in net debt issuance costs and approximately $1.7 million in net debt discount.
Such distributions payable to each stockholder of record will be paid the following month. Background and History of Common Stock Distributions Since substantially all of our operations are performed indirectly through our Operating Partnership, our ability to pay distributions depends in large part on our Operating Partnership’s ability to pay distributions to its partners, including to us.
The February 2026 distribution payable to each stockholder of record at the end of February is expected to be paid on or about March 13, 2026. 55 Background and History of Common Stock Distributions Since substantially all of our operations are performed indirectly through our Operating Partnership, our ability to pay distributions depends in large part on our Operating Partnership’s ability to pay distributions to its partners, including to us.
Same-Store Facility Results – Years Ended December 31, 2024 and 2023 The following table sets forth operating data for our same-store facilities (stabilized and comparable properties that have been included in the consolidated results of operations since January 1, 2023, excluding five other properties) for the years ended December 31, 2024 and 2023.
We expect our income tax expense to increase in future periods primarily related to our operations in Canada. 49 Same-Store Facility Results – Years Ended December 31, 2025 and 2024 The following table sets forth operating data for our same-store facilities (stabilized and comparable properties that have been included in the consolidated results of operations since January 1, 2024, excluding four other properties) for the years ended December 31, 2025 and 2024.
Equity in earnings (losses) from investments in JV Properties Losses from our equity method investments in the JV Properties for the years ended December 31, 2024 and 2023 were approximately $1.4 million and $1.6 million, respectively. Losses from our equity method investments in the JV Properties consists of our allocation of earnings and losses from our unconsolidated joint ventures.
Equity in Earnings (Losses) from Investments in Unconsolidated Real Estate Ventures Losses from our equity method investments in unconsolidated real estate ventures for the years ended December 31, 2025 and 2024 were approximately $0.4 million and $1.4 million, respectively.
Subsequent Events Please see Note 14 – Subsequent Events, of the Notes to the Consolidated Financial Statements contained in this report. Seasonality We believe that we will experience minor seasonal fluctuations in the occupancy levels of our facilities, which we believe will be slightly higher over the summer months due to increased moving activity.
Seasonality We believe that we will experience minor seasonal fluctuations in the occupancy levels of our facilities, which we believe will be slightly higher over the summer months due to increased moving activity. 57
We expect self storage revenues to fluctuate in future periods primarily based on the performance of our same-store pool, which will be influenced by the overall economic environment and increases in self storage supply, amongst other things.
We expect self storage revenues to fluctuate based on the performance of our same-store pool, which will be influenced by the overall economic environment and increases in self storage supply, amongst other things. Additionally, we expect our non same-store revenues to grow, given many of these properties were not owned for the full period.
We expect reimbursable costs from Managed REITs to increase in future periods as a result of additional acquisitions by our Managed REITs. We further expect reimbursable costs from Managed REITs to generally fluctuate commensurate with our Managed REITs' increase in operations as we receive reimbursement for providing such services.
We further expect reimbursable costs from Managed Platform to generally fluctuate commensurate with our Managed Platform’s increase in operations as we receive reimbursement for providing such services.
We generally expect that we will meet our short-term liquidity requirements from the combination of existing cash balances and net cash provided from property operations and the Managed REIT Platform and further supported by our Credit Facility.
We generally expect that we will meet our short-term liquidity requirements from the combination of existing cash balances and net cash provided from property operations and the Managed Platform and further supported by our Credit Facility. Alternatively, we may issue additional secured or unsecured financing from banks or other lenders, or we may enter into various other forms of financing.
The increase in total self storage revenues of approximately $3.7 million, or 2% was primarily attributable to an increase in non same-store revenues of approximately $2.3 million, largely as a result of eight property acquisitions during the year ended December 31, 2024.
The increase in total self storage revenues of approximately $30.5 million, or 14%, was primarily attributable to an increase in non same-store revenues of approximately $25.8 million, largely as a result of 17 property acquisitions during the year ended December 31, 2025, the operating results of which were not included during the year ended December 31, 2024.
See Note 10 – Related Party Transactions of the Notes to the Consolidated Financial Statements for more information about our obligations under these agreements. For cash requirements related to potential acquisitions currently under contract, please see Note 3 – Real Estate Facilities and Note 4 – Investments in Unconsolidated Real Estate Ventures of the Notes to the Consolidated Financial Statements.
For cash requirements related to potential acquisitions currently under contract, see Note 3 – Real Estate Facilities and Note 6 – Investments in Unconsolidated Real Estate Ventures of the Notes to the Consolidated Financial Statements. Subsequent Events See Note 16 – Subsequent Events of the Notes to the Consolidated Financial Statements.
Our determinations of the useful lives of the assets could result in a materially different presentation of the consolidated financial statements or materially different amounts being reported in the financial statements, as such determinations, and the corresponding amount of depreciation expense, may vary dramatically based on the estimates and assumptions we use.
Our evaluation of the impairment of real property assets could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the amount of impairment loss, if any, recognized may vary based on the estimates and assumptions we use.
We focus on the acquisition, ownership, and operation of self storage properties located primarily within the top 100 metropolitan statistical areas, or MSAs, throughout the United States and Canada.
Our Common Stock began trading on the New York Stock Exchange (the “NYSE”) under the ticker symbol “SMA” on April 2, 2025. We focus on the acquisition, ownership, and operation of self storage properties located primarily within the top 100 metropolitan statistical areas, or MSAs, throughout the United States and Canada.
In such an event, an impairment charge is recognized and the intangible asset is marked down to its fair value. Goodwill Valuation Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired.
Goodwill Valuation Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is allocated to various reporting units, as applicable, and is not amortized.
Our material cash requirements from contractual and other obligations primarily relate to our debt obligations. The expected timing of those outstanding principal payments are shown in the table below.
Our material cash requirements from contractual and other obligations primarily relate to our debt obligations. The expected timing of those outstanding principal payments are shown in the table below. The information in this section should be read in conjunction with Note 7 – Debt and Note 14 – Commitments and Contingencies of the Notes to the Consolidated Financial Statements.
See Note 5 – Debt of the Notes to the Consolidated Financial Statements for more information about our indebtedness.
See Note 8 – Preferred Equity of the Notes to the Consolidated Financial Statements for more information.
Such revenues consist of costs incurred by us as we provide property management and advisory services to the Managed REITs, which are reimbursed by the Managed REITs, pursuant to our related contracts with the Managed REITs. The increase in reimbursable costs from Managed REITs was primarily related to the growth in the Managed REITs assets under management.
Such revenues consisted of costs incurred by us as we provide property management and advisory services to the owners of the properties we manage through our Managed Platform, which are reimbursed by such owners, pursuant to our related contracts with the owners, as applicable.
In the event we do not have enough cash from operations to fund cash distributions, we may borrow, issue additional securities or sell assets in order to fund the distributions. The terms of the Series A Convertible Preferred Stock place certain restrictions on our ability to pay distributions to our common stockholders.
In the event we do not have enough cash from operations to fund cash distributions, we may borrow, issue additional securities or sell assets in order to fund the distributions.
We finance our portfolio through a diverse capital strategy which includes cash generated from operations, borrowings under our syndicated revolving line of credit, secured debt financing, equity offerings and joint ventures.
Our primary business model is focused on owning and operating high quality self storage properties in high growth markets in the United States and Canada. We finance our portfolio through a diverse capital strategy which includes cash generated from operations, borrowings under our syndicated revolving line of credit, secured and unsecured debt financing, equity offerings and joint ventures.
Loss on debt extinguishment for the year ended December 31, 2024 was related to certain unamortized debt issuance costs associated with our Former Credit Facility which were expensed in connection with the execution of the new Credit Facility. Please see Note 5 – Debt, of the notes to consolidated financial statements contained in this report for additional information.
Loss on debt extinguishment for the year ended December 31, 2024 was related to unamortized debt issuance costs associated with 48 our Former Credit Facility which were expensed in connection with its termination and the execution of the current Credit Facility during the year ended December 31, 2024.
The decrease in cash provided by our operating activities is primarily the result of a decrease of approximately $11.3 million in net income when excluding the impact of non-cash items, largely due to increased interest expense in the current year, net of favorable changes in working capital of approximately $2.2 million.
The increase of approximately $20.9 million in cash provided by our operating activities is primarily the result of an increase of approximately $29.0 million in net income when excluding the impact of non-cash items, largely due to an increase in net operating income and a reduction in interest expense.
Depreciation and Amortization Expenses Depreciation and amortization expenses for the years ended December 31, 2024 and 2023 were approximately $56.1 million and $60.2 million, respectively. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our properties.
We expect general and administrative expenses to decrease as a percentage of total revenues over time. Depreciation and Intangible Amortization Expenses Depreciation and intangible amortization expenses for the years ended December 31, 2025 and 2024 were approximately $73.2 million and $56.1 million, respectively. Depreciation expense consisted primarily of depreciation on the buildings and site improvements at our properties.
Because we believe that substantially all of the leases in place at properties we will acquire will be at market rates, as the majority of the leases are month-to-month contracts, we do not expect to allocate any portion of the purchase prices to above or below market leases. We also consider whether in-place, market leases represent an intangible asset.
Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are month-to-month contracts. We also consider whether in-place, market leases represent an intangible asset.
(9) Such costs relate to our filing of a registration statement on Form S-11 and our pursuit of a potential offering of our common stock.
Such costs in 2024 and 2023 relate to our filing of our registration statement on Form S-11 and the pursuit of the offering of our common stock, which was successfully completed in April 2025.
Such expenses consist of costs incurred by us as we provide property management and advisory services to the Managed REITs, which are reimbursed by the Managed REITs, pursuant to our related contracts with the Managed REITs. The increase in reimbursable costs from Managed REITs is primarily related to the growth in the Managed REITs' assets under management.
Such expenses consisted of costs incurred by us as we provide property management and advisory services to the owners of the properties we manage through our Managed Platform, which are reimbursed by such owners, pursuant to our related contracts with the owners, as applicable.
Cash Flows A comparison of cash flows for operating, investing and financing activities for the years ended December 31, 2024 and 2023 are as follows (in thousands): Year Ended December 31, 2024 Year Ended December 31, 2023 Change Net cash flow provided by (used in): Operating activities $ 64,027 $ 73,191 $ (9,164 ) Investing activities $ (180,938 ) $ 262 $ (181,200 ) Financing activities $ 94,816 $ (66,099 ) $ 160,915 Cash flows provided by operating activities for the years ended December 31, 2024 and 2023 were approximately $64.0 million and $73.2 million, respectively, a decrease of approximately $9.2 million.
Cash Flows A comparison of cash flows for operating, investing and financing activities for the years ended December 31, 2025 and 2024 are as follows (in thousands): For the Years Ended December 31, 2025 2024 Change Net cash flow provided by (used in): Operating activities $ 84,969 $ 64,027 $ 20,942 Investing activities $ (380,755 ) $ (180,938 ) $ (199,817 ) Financing activities $ 325,227 $ 94,816 $ 230,411 Cash flows provided by operating activities for the years ended December 31, 2025 and 2024 were approximately $85.0 million and $64.0 million, respectively.
Additionally, we owned a 50% equity interest in eleven unconsolidated real estate ventures located in Canada, which consisted of ten operating self storage properties, and one other property, which we plan to convert into a self storage property.
Additionally, we owned a 50% equity interest in 13 unconsolidated real estate ventures located in Canada, which consisted of 10 operating self storage properties and three properties which were being developed into self storage properties as of December 31, 2025.
We generate asset management fees, property management fees, acquisition fees, and other fees and also receive substantially all of the tenant protection program revenue earned by our Managed REITs.
We generate asset management fees, property management fees, acquisition fees and other fees and also receive substantially all of the tenant protection program revenue earned by our Managed REITs, as applicable. For the property management and advisory services that we provide, we are reimbursed for certain expenses that otherwise help to offset our net operating expense burden.
The following table presents a reconciliation of net income (loss) as presented on our consolidated statements of operations to net operating income, as stated above, for the periods indicated (in thousands): For the Year Ended December 31, 2024 2023 Net income $ (5,887 ) $ 11,647 Adjusted to exclude: Tenant Protection Program revenue (1) (8,296 ) (7,784 ) Tenant Protection Program related expense 983 348 Managed REIT Platform revenue (11,383 ) (11,906 ) Managed REIT Platform expenses 3,982 3,365 General and administrative 29,948 27,452 Depreciation 55,175 53,636 Intangible amortization expense 935 6,594 Acquisition expenses 413 193 (Earnings) losses from our equity method investments in JV Properties 1,380 1,625 (Earnings) losses from our equity method investments in Managed REITs 1,414 1,273 Other, net 1,282 231 Interest income (3,247 ) (3,360 ) Interest expense 72,325 61,805 Loss on debt extinguishment 471 — Income tax expense (benefit) 1,484 (2,596 ) Total net operating income $ 140,979 $ 142,523 (1) Approximately $7.8 million and $7.4 million of Tenant Protection Program revenue was earned at same store facilities during the years ended December 31, 2024 and 2023, respectively, with the remaining approximately $0.5 million and $0.3 million earned at non same-store facilities during the years ended December 31, 2024 and 2023, respectively. 56 Comparison of the Years Ended December 31, 2023 and 2022 The results of operations and cash flows for the years ended December 31, 2023 compared to December 31, 2022 were included in our Annual Report on Form 10-K for the year ended December 31, 2023 which was filed with the SEC on March 18, 2024.
The following table presents a reconciliation of net loss as presented on our consolidated statements of operations to net operating income, as stated above, for the periods indicated (in thousands): Year Ended December 31, 2025 2024 Net loss $ (1,737 ) $ (5,887 ) Adjusted to exclude: Tenant Protection Program revenue (1) (9,748 ) (8,296 ) Tenant Protection Program related expense 802 983 IPO Grant (2) 3,584 — Managed Platform revenue (19,166 ) (11,383 ) Managed Platform expenses 9,843 3,982 General and administrative 38,211 29,948 Depreciation 63,226 55,175 Intangible amortization expense 9,974 935 Acquisition expenses 2,030 413 Losses from our equity method investments in unconsolidated real estate ventures 407 1,380 Losses from our equity method investments in Managed REITs 444 1,414 Other, net 21 1,282 Interest income (4,368 ) (3,247 ) Interest expense 59,895 72,325 Contingent earnout adjustment 221 — Loss on debt extinguishment 2,533 471 Gain on disposition of real estate (284 ) — Income tax expense 1,901 1,484 Total net operating income $ 157,789 $ 140,979 (1) Approximately $8.3 million and $7.9 million of Tenant Protection Program revenue was earned at same-store facilities during the years ended December 31, 2025 and 2024, respectively, with the remaining approximately $1.5 million and $0.4 million earned at non same-store facilities during the years ended December 31, 2025 and 2024, respectively.

… 159 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

11 edited+5 added−2 removed4 unchanged
Biggest changeIf the underlying rate of the related index on our variable rate debt were to increase by 100 basis points, the increase in interest, net of our interest rate derivatives, would decrease future earnings and cash flows by approximately $5.1 million annually. Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments.
Biggest changeA change in interest rates on variable debt could impact the interest incurred and cash flows and its fair value. If the underlying rate of the related index on our variable rate debt were to increase by 100 basis points, the increase in interest, would decrease future earnings and cash flows by approximately $0.6 million annually.
We may also enter into derivative financial instruments such as interest rate swaps and caps in order to mitigate our interest rate risk on a related financial instrument. We may also enter into derivative financial instruments such as foreign currency forward derivatives in order to mitigate foreign currency risks.
We may also enter into derivative financial instruments such as interest rate swaps and caps in order to mitigate our interest rate risk on a related financial instrument.
Currently, our only foreign exchange rate risk comes from our Canadian properties and the Canadian Dollar (“CAD”).
Currently, our only foreign exchange rate risk comes from the Canadian Dollar (“CAD”) due primarily to our Canadian properties and Canadian denominated debt financing.
We will not enter into derivative or interest rate transactions for speculative purposes. 64 As of December 31, 2024, our net debt was approximately $1,317 million, which included approximately $556 million in fixed rate debt, and $766 million in variable rate debt, less approximately $3.4 million in net debt issuance costs and approximately $1.6 million in net debt discount.
As of December 31, 2024, our net debt was approximately $1,317 million, which included approximately $556 million in fixed rate debt, and $766 million in variable rate debt, less approximately $3.4 million in net debt issuance costs and approximately $1.6 million in net debt discount.
These analyses do not consider the effect of any change in overall economic activity that could occur. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change.
Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change.
In pursuing our business plan, we expect that the primary market risk to which we will be exposed is interest rate risk and to a lesser extent, foreign currency risk.
In pursuing our business plan, we expect that the primary market risk to which we will be exposed is foreign currency risk and, to a lesser extent, interest rate risk. We may enter into derivative financial instruments such as foreign currency forward derivatives in order to mitigate foreign currency risks.
Changes in interest rates have different impacts on the fixed and variable debt. A change in interest rates on fixed rate debt impacts its fair value but has no impact on interest incurred or cash flows. A change in interest rates on variable debt could impact the interest incurred and cash flows and its fair value.
As of December 31, 2024, we had outstanding approximately $128.0 USD equivalent debt denominated in Canadian Dollars. Changes in interest rates have different impacts on fixed and variable debt. A change in interest rates on fixed rate debt impacts its fair value but has no impact on interest incurred or cash flows.
Debt denominated in a foreign currency has been converted based on the rate in effect as of December 31, 2024.
Debt denominated in a foreign currency has been converted based on the rate in effect as of December 31, 2025. 58 As a result of fluctuations in currency exchange, our cash flows and results of operations could be affected.
As of December 31, 2023, our net debt was approximately $1,087 million, which included approximately $523 million in fixed rate debt, and $569 million in variable rate debt, less approximately $0.1 million in debt discount, and approximately $4.3 million in net debt issuance costs. Our debt instruments were entered into for other than trading purposes.
As of December 31, 2025, our net debt was approximately $1,098.2 million, which included approximately $1,044.5 million in fixed rate debt and $59.8 million in variable rate debt, less approximately $4.4 million in net debt issuance costs and approximately $1.7 million in net debt discount.
The following table summarizes annual debt maturities and average interest rates on our outstanding debt as of December 31, 2024 (in thousands): Year Ending December 31, 2025 2026 2027 2028 2029 Thereafter Total Fixed rate debt (1)(2) $ 2,979 $ 93,205 $ 91,479 $ 73,756 $ 104,000 $ 190,500 $ 555,919 Average interest rate (1)(2) 4.95 % 5.03 % 5.20 % 5.22 % 4.92 % 5.26 % Variable rate debt (1)(2) $ 101,105 $ 984 $ 664,366 $ — $ — $ — $ 766,455 Average interest rate (1)(2) 6.50 % 6.39 % 6.38 % N/A N/A N/A (1) The interest rates for fixed rate debt was calculated based upon the contractual rate and the interest rates on variable rate debt was calculated based on the rate in effect on December 31, 2024, excluding the impact of interest rate derivatives.
The following table summarizes annual debt maturities and average interest rates on our outstanding debt as of December 31, 2025 (dollars in thousands): Years Ending December 31, 2026 2027 2028 2029 2030 Thereafter Total Fixed rate debt (1) $ 93,049 $ 44,177 $ 459,005 $ 104,289 $ 186,684 $ 157,338 $ 1,044,542 Average interest rate (1) 4.34 % 4.36 % 4.44 % 4.18 % 4.30 % N/A Variable rate debt (1) $ — $ 59,826 $ — $ — $ — $ — $ 59,826 Average interest rate (1) 5.37 % 5.37 % N/A N/A N/A N/A (1) The interest rates for fixed rate debt was calculated based upon the contractual rate and the interest rates on variable rate debt was calculated based on the rate in effect on December 31, 2025, excluding the impact of interest rate derivatives.
Our existing foreign currency hedges serve to mitigate some of our foreign currency exposure of our net CAD denominated investments; however, we generate all of our revenues and expend essentially all of our operating expenses and third party CAD-denominated debt service costs related to our Canadian Properties in CAD.
With respect to the Canadian debt issued and serviced by our Canadian properties, the properties generate all of their revenues and expend essentially all of their operating expenses, including third party CAD-denominated debt service costs as applicable, thus significantly reducing the foreign currency risk.
Removed
(2) Subsequent to December 31, 2024, on February 4, 2025 we completed a series of transactions and borrowed approximately $51.0 million on our variable rate Credit Facility, which matures in 2027 in order to defease a fixed rate loan which would otherwise have matured in 2027, with a balance of approximately $49.9 million as of December 31, 2024.
Added
We have significant exposure related to the $700 million of Canadian Dollar denominated senior unsecured notes issued by our Operating Partnership. From an economic perspective, we believe the fair value of the net equity in our foreign subsidiaries generally acts as a partial natural hedge. However, from a U.S.
Removed
As a result of fluctuations in currency exchange, our cash flows and results of operations could be affected.
Added
GAAP perspective, we will experience foreign currency gains/losses related to changes in the Canadian Dollar. We have not and currently do not plan to enter into derivative or interest rate transactions for speculative purposes.
Added
As of December 31, 2025, we had outstanding approximately $608.3 million USD equivalent debt denominated in Canadian Dollars. See Note 7 – Debt of the Notes to the Consolidated Financial Statements for more information about our indebtedness.
Added
We have foreign exchange risk related to our Canadian dollar denominated debt issued by our Operating Partnership.
Added
Based on the balances as of December 31, 2025, an assumed 1%, 5% and 10% adverse change to foreign exchange rates on such debt would result in an immediate non-cash translation loss of approximately $5.1 million, $25.5 million and $51.1 million, respectively, recorded to other, net in our consolidated statements of operations.

Other SMA 10-K year-over-year comparisons