Strategic Storage Trust VI (SGST) outlines 2025 losses, NAV and growth plans
Strategic Storage Trust VI, Inc. filed its annual report describing a growing, non-traded self storage REIT focused on U.S. and Canadian properties. As of December 31, 2025, it owned 24 operating self storage facilities and two development projects, plus 50% interests in five Canadian joint ventures.
The company raised capital through a prior private offering and a now-terminated $1.0 billion public primary offering, and continues to raise funds via a distribution reinvestment plan and a Series E Preferred Stock private offering of up to $75 million at $10.00 per share. It also issued $150 million of Series B Convertible Preferred Stock and $35 million of Series D Preferred Units, contributing to an overall leverage ratio of about 55%.
Management reported a 2025 net loss attributable to common stockholders of approximately $36.6 million, with an accumulated deficit of about $148.0 million, reflecting the early-stage, growth and lease-up nature of the portfolio. An estimated net asset value of $10.00 per share for all common share classes was approved based on March 31, 2024 data, and the board later approved an updated estimate as of September 30, 2025. The report emphasizes reliance on an external advisor and property manager affiliated with SmartStop Self Storage REIT, use of moderate-to-high leverage, concentration in self storage, and extensive risk factors including illiquidity, limited operating history, potential return-of-capital distributions, and the need to maintain REIT status.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the common stock held by non-affiliates of the registrant: There is currently
As of March 17, 2026, there were
Documents Incorporated by Reference:
The registrant incorporates by reference in Part III (Items 10, 11, 12, 13 and 14) of this Form 10-K portions of its Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders.
TABLE OF CONTENTS
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PART I |
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Item 1. |
Business |
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Item 1A. |
Risk Factors |
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Item 1B. |
Unresolved Staff Comments |
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Item 1C. |
Cybersecurity |
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Item 2. |
Properties |
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Item 3. |
Legal Proceedings |
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Item 4. |
Mine Safety Disclosures |
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PART II |
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Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
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Item 6. |
[Reserved] |
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Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 8. |
Financial Statements and Supplementary Data |
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Item 9A. |
Controls and Procedures |
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Item 9B. |
Other Information |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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PART III |
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Directors, Executive Officers and Corporate Governance |
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Executive Compensation |
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Item 13. |
Certain Relationships and Related Party Transactions; Director Independence |
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Principal Accountant Fees and Services |
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PART IV |
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Exhibits, Financial Statement Schedules |
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Item 16. |
Form 10-K Summary |
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Signatures |
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Index to Financial Statements |
F-1 |
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Form 10-K of Strategic Storage Trust VI, Inc., other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “seek,” “continue,” or other similar words.
Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, our management and involve uncertainties that could significantly affect our financial results. Such statements include, but are not limited to: (i) statements about our plans, strategies, initiatives, and prospects; and (ii) statements about our future results of operations, capital expenditures, and liquidity. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation:
increases in interest rates;
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the Securities and Exchange Commission. We cannot guarantee the accuracy of any such forward-looking statements contained in this Form 10-K, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
For further information regarding risks and uncertainties associated with our business, and important factors that could cause our actual results to vary materially from those expressed or implied in such forward-looking statements, please refer to the factors listed and described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Risk Factors” sections of the documents we file from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, this report and our quarterly reports on Form 10-Q, copies of which may be obtained from our website at www.strategicreit.com.
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PART I
ITEM 1. BUSINESS
Formation and Corporate Structure
Strategic Storage Trust VI, Inc., a Maryland corporation (the “Company”), was formed on October 14, 2020 under the Maryland General Corporation Law for the purpose of engaging in the business of investing in self storage facilities and commenced formal operations on March 10, 2021. Our year-end is December 31. As used herein, “we,” “us,” “our” and “Company” refer to Strategic Storage Trust VI, Inc. and each of our subsidiaries.
SmartStop REIT Advisors, LLC is our sponsor (our “Sponsor”). Our Sponsor is an indirect subsidiary of SmartStop Self Storage REIT, Inc. (“SmartStop”) (NYSE: SMA). Our Sponsor is a company focused on providing self storage advisory, asset management, and property management services. Our Sponsor owns 100% of Strategic Storage Advisor VI, LLC (our “Advisor”) and owns 100% of Strategic Storage Property Management VI, LLC (our “Property Manager”).
We have no employees. Our Advisor, a Delaware limited liability company, was formed on October 7, 2020. Our Advisor is responsible for managing our affairs on a day-to-day basis and identifying and making acquisitions and investments on our behalf under the terms of an advisory agreement we entered into with our Advisor on February 26, 2021 (our “Private Offering Advisory Agreement”), which was amended and restated on March 17, 2022 (our "Advisory Agreement"). A majority of our officers are also officers of our Advisor, Sponsor and SmartStop.
On January 15, 2021, our Advisor purchased approximately 110 shares of our common stock for $1,000 and became our initial stockholder. Our Articles of Incorporation authorized 30,000 shares of common stock with a par value of $0.001 per share. Our Articles of Amendment and Restatement (our "Charter") authorized 700,000,000 shares of common stock with a par value of $0.001 per share and 200,000,000 shares of preferred stock with a par value of $0.001 per share. On February 26, 2021, pursuant to a confidential private placement memorandum, we commenced a private offering of up to $200,000,000 in shares of our common stock and $20,000,000 in shares of common stock pursuant to our distribution reinvestment plan (the “Private Offering”). On March 10, 2021, we commenced formal operations. On March 17, 2022, we terminated the primary portion of our Private Offering. In connection with the primary portion of the Private Offering, we sold approximately 10.6 million shares of Class P common stock (discussed below) for gross offering proceeds of approximately $100.7 million.
In connection with the Public Offering, defined below, we authorized 30,000,000 shares of common stock designated as Class P shares, 300,000,000 shares of common stock designated as Class A shares, 300,000,000 shares of common stock designated as Class T shares, and 70,000,000 shares of common stock designated as Class W shares. Any common stock sold in the Private Offering were redesignated as Class P common stock. On May 28, 2021, we filed a Registration Statement on Form S-11 (the “Registration Statement”), which was subsequently amended, with the U.S. Securities and Exchange Commission (“SEC”) to register a maximum of $1,000,000,000 in shares of Class A, Class T, and Class W common stock for sale to the public (the “Primary Offering”) and $95,000,000 in shares of Class A, Class T, and Class W common stock for sale pursuant to our distribution reinvestment plan. On March 17, 2022, the SEC declared our registration statement effective.
On October 4, 2023, we filed a Post-Effective Amendment to our Registration Statement to register two new classes of common stock (Class Y shares and Class Z shares) with the SEC. On November 1, 2023, the Post-Effective Amendment to our Registration Statement became effective with the SEC. Also, on November 1, 2023, we filed articles supplementary to our Charter which reclassified 200,000,000 Class T shares as Class Y shares and 70,000,000 Class A shares as Class Z shares. Effective November 1, 2023, we began offering Class Y shares and Class Z shares in our Primary Offering for $9.30 per share and are offering Class A shares, Class T shares, Class W shares, Class Y shares and Class Z shares pursuant to our distribution reinvestment plan for $9.30 per share (collectively, the “Public Offering”).
On May 20, 2025, our board of directors approved the termination of the Primary Offering, effective as of May 30, 2025. We sold approximately 2.9 million Class A shares for gross offering proceeds of approximately $30.3 million, approximately 4.8 million Class T shares for gross offering proceeds of approximately $48.1 million, approximately 0.7 million Class W shares for gross offering proceeds of approximately $6.3 million, approximately 5.2 million Class Y shares for gross offering proceeds of approximately $50.6 million, and approximately 0.6 million Class Z shares for gross offering proceeds of approximately $5.5 million in the Primary Offering. Pacific Oak Capital Markets, LLC, a Delaware limited liability company, (our “Former Dealer Manager”), served as the dealer manager for our Public Offering pursuant to a dealer manager agreement (the “Dealer Manager Agreement”). On June 18, 2025, in connection with the termination of the Primary Offering, the Dealer Manager Agreement was terminated.
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We continue to offer Class P, Class A, Class T, Class W, Class Y, and Class Z shares pursuant to our distribution reinvestment plan. On July 18, 2025, we filed a Registration Statement on Form S-3, which registered up to an additional $75 million in shares under our distribution reinvestment plan for all share classes (our “DRP Offering”). The DRP Offering may be terminated at any time upon 10 days’ prior written notice to stockholders.
As of December 31, 2025, we have issued approximately 1.1 million Class P shares, approximately 0.2 million Class A shares, approximately 0.4 million Class T shares, approximately 57,000 Class W shares, approximately 0.2 million Class Y shares, and approximately 12,000 Class Z shares for gross proceeds of approximately $19.7 million through our distribution reinvestment plan.
Pursuant to a Sponsor Funding Agreement (as defined in Note 2 - Summary of Significant Accounting Policies, of the notes to the consolidated financial statements contained in this report), our Sponsor agreed to fund the payment of (i) the upfront 3% sales commission for the sale of Class Y shares, (ii) the upfront 3% dealer manager fee for the Class Y shares, and (iii) the estimated 1% organization and offering expenses for the sale of Class Y shares and Class Z shares. In November 2023 our Sponsor agreed to reimburse the Company in cash to cover the dilution from the one-time stock dividend described below. In consideration for our Sponsor providing the funding for the front-end sales load and the cash to cover the dilution from the stock dividend, Strategic Storage Operating Partnership VI, L.P., a Delaware limited partnership (our “Operating Partnership”), agreed to issue Series C Subordinated Convertible Units (“Series C Units”) to our Sponsor equal to the dollar amount of such funding divided by the then-current offering price (initially $9.30 per share and currently $10.00 per share) for the Class Y shares and Class Z shares sold in the Public Offering. The Series C Units shall initially have no distribution, voting or other rights to participate in our Operating Partnership unless and until such Series C Units are converted into Class A Units of our Operating Partnership. The Series C Units shall automatically convert into Class A Units on a one-to-one basis upon our disclosure of an estimated net asset value per share equal to at least $10.00 per share for each of the Class A, Class P, Class T, Class W, Class Y, and Class Z shares calculated net of the value of Series C Units to be converted. Such conversion is limited such that the dilution caused by the conversion may not reduce the diluted estimated net asset value below $10.00 per share. No Series C Units were converted to Class A Units as a result of the Estimated Per Share NAV (as defined below) being declared. In connection with the termination of our Primary Offering, the Sponsor Funding Agreement was terminated effective as of May 30, 2025, though our Sponsor or its affiliates are still obligated to provide the funding amounts set forth in the Sponsor Funding Agreement and entitled to receive Series C Units in exchange for such funding amounts until the final payment of such funding amounts and the final issuance of the Series C Units for such funding amounts are made, as contemplated by the terms of the Sponsor Funding Agreement. As of December 31, 2025, we had received funding from our Sponsor of approximately $10.2 million for the payment of sales commissions and dealer manager fees for the sale of Class Y shares, and organization and offering expenses for the sale of Class Y and Z shares pursuant to the Sponsor Funding Agreement.
On November 1, 2023, the Company’s board of directors declared to holders of record of Class A shares, Class T shares and Class W shares, respectively, as of November 15, 2023 (a) a one-time stock dividend of 0.11075 Class A shares per Class A share outstanding, (b) a one-time stock dividend of 0.07526 Class T shares per Class T share outstanding, and (c) a one-time stock dividend of 0.01075 Class W shares per Class W share outstanding. These stock dividends were issued to provide such stockholders who purchased Class A shares, Class T shares, or Class W shares in the Public Offering the same number of shares of the applicable class as they would have received if they purchased their shares at a price of $9.30 per share, the offering price of Class Y shares and Class Z shares in the Public Offering.
On August 7, 2024, our board of directors, upon recommendation of our nominating and corporate governance committee, approved an estimated value per share ("Estimated Per Share NAV") of $10.00 for our Class A shares, Class P shares, Class T shares, Class W shares, Class Y shares, and Class Z 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 an adjusted fully diluted basis, calculated as of March 31, 2024. No Series C Units were converted to Class A Units as a result of this Estimated Per Share NAV being declared.
Subsequent to year end, our of board of directors, upon recommendation of our nominating and corporate governance committee, approved an estimated value per share as of September 30, 2025. For more information, please see Note 13 - Subsequent Events, of the notes to the consolidated financial statements contained in this report.
We have invested the net proceeds from our Private Offering and Public Offering primarily in self storage facilities consisting of both income-producing and growth properties located in the United States and Canada. As of December 31, 2025, we owned 24 operating self storage properties located in seven states (Arizona, Delaware, Florida, Nevada, Oregon, Pennsylvania and Washington) and three Canadian provinces (Alberta, British Columbia and Ontario) and two development
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properties in Florida and Ontario. For more information, see Note 3 - Real Estate Facilities, of the notes to the consolidated financial statements contained in this report.
As of December 31, 2025, we owned 50% of the equity interests in five unconsolidated real estate ventures in two Canadian provinces (Ontario and Quebec), with subsidiaries of SmartCentres Real Estate Investment Trust (“SmartCentres”) owning the other 50% of such entities. Our unconsolidated real estate ventures consist of four operating self storage properties in the lease-up phase and one parcel of land that is intended to be developed into a self storage facility. For more information, see Note 4 - Investment in Unconsolidated Real Estate Ventures, of the notes to the consolidated financial statements contained in this report.
Our operating partnership, Strategic Storage Operating Partnership VI, L.P., a Delaware limited partnership (our “Operating Partnership”), was formed on October 15, 2020. On January 15, 2021, SmartStop Storage Advisors, LLC (“SSA”), an affiliate of our Advisor, purchased a limited partnership interest in our Operating Partnership for $1,000 and we contributed the initial $1,000 capital contribution we received to our Operating Partnership in exchange for the general partner interest. On February 26, 2021, in connection with entering into the Private Offering Advisory Agreement, SSA made an additional $1,000 investment in our Operating Partnership in exchange for additional limited partnership interests and a special limited partnership interest.
On March 10, 2021, SmartStop OP, L.P. (“SmartStop OP”), an affiliate of our Sponsor and the operating partnership of SmartStop, contributed $5.0 million to our Operating Partnership, in exchange for 549,451 units of limited partnership interest in our Operating Partnership (the “OP Investment”). The OP Investment was made net of sales commissions and dealer manager fees, but without giving effect to the early investor discounts available to purchasers of shares in the Private Offering. At the effective time of the OP Investment, SmartStop OP was admitted as a limited partner to our Operating Partnership. As of December 31, 2025, we owned approximately 98% of the common units of limited partnership interest of our Operating Partnership. The remaining approximately 2% of the common units are owned by SmartStop OP.
On January 30, 2023, we, our Operating Partnership, and an affiliate of our Sponsor (the “Preferred Investor”) entered into a Series A Cumulative Redeemable Preferred Unit Purchase Agreement (the “Series A Preferred Unit Purchase Agreement”) pursuant to which our Operating Partnership issued and sold to the Preferred Investor, and the Preferred Investor purchased 600,000 Series A Cumulative Redeemable Preferred Units of Limited Partnership Interest (the “Series A Preferred Units”) at a liquidation preference of $25.00 per unit (the “Series A Liquidation Amount”) in consideration for the Preferred Investor making a capital contribution to our Operating Partnership in an amount of $15 million (the “Series A Preferred Investment”). On May 2, 2023, we redeemed the full amount of Series A Preferred Units for an amount equal to $15 million plus the accrued and unpaid distributions. See Note 7 – Preferred Equity, of the notes to the consolidated financial statements contained in this report.
On May 1, 2023 (the “Commitment Date”), we entered into a preferred stock purchase agreement (the “Series B Purchase Agreement”) with Extra Space Storage LP (the “Investor”), a subsidiary of Extra Space Storage Inc. (NYSE: EXR), pursuant to which the Investor committed to purchase $150 million in preferred shares (the aggregate shares to be purchased, the “Preferred Shares”) of our new Series B Convertible Preferred Stock (the “Series B Convertible Preferred Stock”). The closing (the “Initial Closing”) in the amount of $150 million occurred on the Commitment Date and we incurred approximately $1.4 million in issuance costs related to the Series B Convertible Preferred Stock. See Note 7 - Preferred Equity, of the notes to the consolidated financial statements contained in this report.
On September 4, 2025, we, our Operating Partnership, and the Preferred Investor entered into a Series D Cumulative Redeemable Preferred Unit Purchase Agreement (the “Series D Preferred Unit Purchase Agreement”) pursuant to which our Operating Partnership issued and sold to the Preferred Investor. In September 2025, the Preferred Investor purchased 1.0 million Series D Cumulative Redeemable Preferred Units of Limited Partnership Interest (the “Series D Preferred Units”) at a liquidation preference of $25.00 per unit (the “Liquidation Amount”) in consideration for the Preferred Investor making a capital contribution to our Operating Partnership in an amount of $25.0 million (the “Series D Preferred Investment”). Pursuant to the Series D Preferred Unit Purchase Agreement, our Operating Partnership issued an aggregate of an additional 400,000 Series D Preferred Units to the Preferred Investor on October 28, 2025, November 25, 2025, and December 17, 2025, for additional aggregate consideration of $10.0 million. See Note 7 – Preferred Equity, of the notes to the consolidated financial statements contained in this report for a summary of the terms, designations, powers, preferences, rights and restrictions of the Series D Preferred Units.
On September 30, 2025, we commenced an offering of up to $75.0 million (expandable up to $100.0 million in the sole discretion of our board of directors) in shares of our Series E Preferred Stock, $0.001 par value per share, at an offering price
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of $10.00 per share (the “Series E Preferred Offering”), pursuant to the Confidential Private Placement Memorandum dated September 30, 2025 (the “Memorandum”). The Series E Preferred Offering will terminate on September 30, 2026, unless extended by our board, in its sole discretion. In connection with the Series E Preferred Offering, we entered into Amendment No. 6 to the Second Amended and Restated Limited Partnership Agreement of our Operating Partnership to create Series E Preferred Units having economic terms and designations, powers, preferences, rights and restrictions that are substantially similar to the Series E Preferred Stock. See Note 7 – Preferred Equity, of the notes to the consolidated financial statements contained in this report for a summary of the terms, designations, powers, preferences, rights and restrictions of the Series E Preferred Stock.
On September 30, 2025, in connection with the commencement of the Series E Preferred Offering, we entered into a managing dealer agreement (the “Managing Dealer Agreement”) with Orchard Securities, LLC, a Utah limited liability company (“Orchard”), pursuant to which Orchard has agreed to act as our managing dealer in connection with the Series E Preferred Offering. Pursuant to the Managing Dealer Agreement, Orchard will receive sales commissions up to 6.0% of the gross offering proceeds from the Series E Preferred Offering and managing dealer fees up to 3.50% of the gross offering proceeds from the Series E Preferred Offering, all or a portion of which sales commissions and managing dealer fees may be re-allowed to soliciting dealers. Our Sponsor will also pay Orchard 0.15% of the aggregate amount sold in the Series E Preferred Offering per annum not to exceed an aggregate amount of $550,000; provided, however, if we enter into an extraordinary transaction (as defined in the Memorandum) or list our common stock on a national exchange and Orchard has not received $550,000, then such amount will equal $550,000 regardless of the amount sold in the Series E Preferred Offering. The Managing Dealer Agreement will terminate upon the termination of the Series E Preferred Offering, unless terminated earlier by either party upon 30 days’ written notice to the other party.
Our Operating Partnership will own, directly or indirectly through one or more special purpose entities, all of the self storage properties that we acquire. We will conduct certain activities through our taxable REIT subsidiary, Strategic Storage TRS VI, Inc., a Delaware corporation (the “TRS”) which was formed on October 16, 2020 and is a wholly owned subsidiary of our Operating Partnership.
Our Property Manager, a Delaware limited liability company, was formed on October 7, 2020 to manage our properties. Our Property Manager will derive substantially all of its income from the property management services it performs for us. Our Property Manager may enter into sub-property management agreements with third party management companies and pay part of its management fee to such sub-property manager. See Note 9 – Related Party Transactions – Property Management Agreement, of the notes to the consolidated financial statements contained in this report.
As we accept subscriptions for shares of our stock, we transfer all of the net offering proceeds to our Operating Partnership as capital contributions in exchange for additional units of interest in our Operating Partnership. However, we will be deemed to have made capital contributions in the amount of gross proceeds received from investors, and our Operating Partnership will be deemed to have simultaneously paid the sales commissions and other costs associated with these offerings. In addition, our Operating Partnership is structured to make distributions with respect to limited partnership units that are equivalent to the distributions made to holders of common stock. Finally, a limited partner in our Operating Partnership may later exchange his or her limited partnership units in our Operating Partnership for shares of our common stock at any time after one year following the date of issuance of their limited partnership units, subject to certain restrictions outlined in the limited partnership agreement of our Operating Partnership, which was amended and restated in connection with the Public Offering (as amended, the “Operating Partnership Agreement”). SSA and SmartStop OP are prohibited from exchanging or otherwise transferring units representing $202,000 of the limited partnership units acquired in their initial investments in our Operating Partnership so long as our Advisor is acting as our Advisor pursuant to our Advisory Agreement.
Industry Summary
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. 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. The 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. This includes, but is not limited to, tenant insurance, protection or insurance plans, moving and
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packing supplies, locks and boxes, and other services. Sophisticated operators have the opportunity to substantially increase profitability of under-managed facilities post acquisition.
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. According to the 2025 Self Storage Almanac, self storage facilities generally have a customer mix of approximately 85% residential, 8% commercial, 4% students and 3% military.
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 2025 Self Storage Almanac, there are approximately 65,143 primary self storage facilities in the U.S. representing a total of 2.4 billion rentable square feet. The largest 100 operators manage approximately 63% of net rentable square footage, but only 34% of all U.S.-based self storage properties. The five largest publicly listed self storage companies are Public Storage, Extra Space Storage Inc., AMERCO (the parent company of U-Haul), CubeSmart, and National Storage Affiliates Trust, which collectively operate approximately 19% of all U.S.-based self storage properties. Similar to the U.S., the self storage market in Canada exhibits highly fragmented ownership, albeit to a much greater extent. Colliers estimates that approximately 70% of all stores in Canada are owned by individuals with only one or two stores and the top 10 operators in Canada have roughly 20% market share. 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.
Business Overview
Unlike many other REITs and real estate companies, we are an operating business. We develop, acquire, and own self storage facilities. We do not directly manage or operate any of our properties. Rather, we rely on our property manager for such responsibilities. Our self storage facilities offer inexpensive, easily accessible, enclosed storage units or parking spaces to residential and commercial users on a month-to-month basis. Our facilities are fenced with computerized gates and well illuminated. Many of our properties provide customers with the convenience of direct vehicle access to their storage units. Most of our facilities offer climate controlled units that offer heating in the winter and cooling in the summer. Certain of our facilities also offers outside vehicle, boat and recreational vehicle storage areas. Our facilities are generally constructed of masonry or steel walls resting on concrete slabs and have standing seam metal, shingle, or tar and gravel roofs. Customers typically have access to their storage units 18 hours a day. Individual storage units are secured by a lock furnished by the customer to provide the customer with control of access to the space, and access to storage units is controlled by keypad enabled entry doors or gate.
As an operating business, self storage requires a much greater focus on strategic planning and tactical operation plans. Our property manager has in-house sales center, which gives us a strategic advantage over other non-institutional operators, allowing us to centralize our sales efforts as we capture new business over the phone, email, chat, and text. As we grow our portfolio of self storage facilities, we have been able to consolidate and streamline a number of aspects of our operations through economies of scale. For example, we expect that size and geographic diversification, as well as institution of a blanket property and casualty insurance program over all properties managed by our property manager nationwide, will reduce our total insurance costs per property. As we acquire facilities, increased diversification will further mitigate against risk and reduce the cost of insurance per property. We also utilize our property manager’s digital marketing breadth and expertise which allows us to acquire customers efficiently by leveraging our property manager’s portfolio size and technological proficiency. To the extent we can acquire facilities in clusters within geographic regions, we see property management efficiencies resulting in reduction of personnel and other administrative costs.
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Investment Objectives
Overview
We have invested and will continue to invest a substantial amount of the net proceeds of the Public Offering and a portion of the net proceeds from the Series E Preferred Offering in self storage facilities consisting of both income-producing and growth properties and related self storage real estate investments. We may also use net offering proceeds to pay down debt or make distributions if our cash flows from operations are insufficient. Our investment objectives, strategy, and policies may be amended or changed at any time by our board of directors. Although we have no plans at this time to change any of our investment objectives, our board of directors may change any and all such investment objectives, including our focus on self storage real estate investments, if our board of directors believes such changes are in the best interests of our stockholders. In addition, we may invest in mortgage loans, securities of real estate companies, and other real estate-related investments if our board of directors deems such investments to be in the best interests of our stockholders. We cannot assure our stockholders that our policies or investment objectives will be attained or that the value of our common stock will not decrease.
Primary Investment Objectives
Our primary investment objectives are to:
We cannot assure our stockholders that we will attain these primary investment objectives.
Liquidity Events
Subject to then-existing market conditions and the in sole discretion of our board of directors, we intend to seek one or more of the following liquidity events within three to five years after completion of our Public Offering:
However, we cannot assure our stockholders that we will achieve one or more of the above-described liquidity events within the time frame contemplated or at all. This time frame represents our best faith estimate of the time necessary to build a portfolio sufficient to effectuate one of the liquidity events listed above. Our charter does not provide a date for termination of our corporate existence and does not require us to pursue a liquidity transaction at any time. Our board of directors has the sole discretion to continue operations beyond five years after completion of the offering if it deems such continuation to be in the best interests of our stockholders. Even if we do accomplish one or more of these liquidity events, we cannot guarantee that such liquidity event will result in proceeds per share higher than what was paid for shares in our Public Offering. At the time it becomes necessary for our board of directors to determine which liquidity event, if any, is in the best interests of us and our stockholders, we expect that the board of directors will take all relevant factors at that time into consideration when making a liquidity event decision. We expect that the board will consider various factors including, but not limited to, costs and expenses related to each possible liquidity event and the potential subordinated distributions payable to our Advisor.
Self Storage Investment and Business Strategies
Self Storage Investment Strategy
We intend to use the net proceeds we raise in our offerings to acquire or develop income-producing and growth self storage properties and related self storage real estate investments in locations including, but not limited to, the United States and Canada, that are expected to support sustainable stockholder distributions over the long term while also achieving appreciation in the value of our properties and, hence, appreciation in stockholder value. While we intend to invest in a mix of income-producing and growth self storage properties, we do not have a planned allocation percentage between these two strategies at this time.
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In order to implement our income-producing investment strategy, we will focus on self storage facilities with stabilized occupancy rates, but we have the opportunity for higher economic occupancy due to the property management capabilities of our property manager. In order to implement our growth investment strategy, we will focus on self storage facilities to be developed, currently under development, in lease-up, and self storage facilities in need of expansion, redevelopment, or repositioning. These properties may be undeveloped, under development, or in need of renovation. We will invest in self storage facilities located in primary and secondary markets. We may acquire properties with lower quality construction or management, with fewer amenities offered, or with low occupancy rates and reposition them by seeking to improve the property, management quality, amenities, and occupancy rates and thereby increase lease revenues and overall property value. We may also acquire properties in markets that are depressed or overbuilt with the anticipation that, within our targeted holding period, the markets will recover and favorably impact the value of these properties. We may also acquire properties from sellers who are distressed or face time-sensitive deadlines with the expectation that we can achieve better success with the properties. Many of the markets where we will acquire properties may have high growth potential in lease rates and sale prices.
We may consider the following property and market factors, among others, to identify potential self storage facility acquisitions:
Self Storage Business Strategy
Unlike many other REITs and real estate companies, we are an operating business. We develop, acquire and own self storage facilities. Our self storage facilities offer inexpensive, easily accessible, enclosed storage units or parking space to residential and commercial users on a month-to-month basis. Our facilities are fenced with computerized gates and well illuminated. Many of our properties provide customers with the convenience of direct vehicle access to their storage units. Our facilities, offer climate controlled units that offer heating in the winter and cooling in the summer. Certain of our facilities also offers outside vehicle, boat, and recreational vehicle storage areas. Our facilities generally will be constructed of masonry or steel walls resting on concrete slabs and have standing seam metal, shingle, or tar and gravel roofs. Customers typically have access to their storage units from 6:00 AM - 10:00 PM. Individual storage units are secured by a lock furnished by the customer to provide the customer with control of access to the space, and access to storage units is controlled by keypad enabled entry doors or gate.
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As an operating business, self storage requires a much greater focus on strategic planning and tactical operation plans. Our property manager has in-house sales center, which gives us a strategic advantage over other non-institutional operators allowing us to centralize our sales efforts as we capture new business over the phone, email, chat, and text. As we grow our portfolio of self storage facilities, we have been able to consolidate and streamline a number of aspects of our operations through economies of scale. For example, we expect that size and geographic diversification, as well as institution of a blanket property and casualty insurance program over all properties managed by our property manager nationwide, will reduce our total insurance costs per property. As we acquire facilities, increased diversification will further mitigate against risk and reduce the cost of insurance per property. We also utilize our property manager’s digital marketing breadth and expertise which allows us to acquire customers efficiently by leveraging our property manager’s portfolio size and technological proficiency. To the extent we can acquire facilities in clusters within geographic regions, we see property management efficiencies resulting in reduction of personnel and other administrative costs.
Self Storage Focus
“Self storage” refers to properties that offer do-it-yourself, month-to-month storage unit rental for personal or business use. According to the 2025 Self Storage Almanac, there are approximately 65,143 primary self storage facilities in the United States representing a total of 2.4 billion rentable square feet. The largest 100 operators manage approximately 63% of net rentable square footage, but only 34% of all U.S.-based self storage properties. The five largest publicly listed self storage companies are Public Storage, Extra Space Storage Inc., AMERCO (the parent company of U-Haul), CubeSmart, and National Storage Affiliates Trust, which collectively operate approximately 19% of all U.S.-based self storage properties. Similar to the U.S., the self storage market in Canada exhibits highly fragmented ownership, albeit to a much greater extent. Colliers estimate that approximately 70% of all stores in Canada are owned by individuals with only one or two stores and the top 10 operators in Canada have roughly 20% market share. 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. As a result of the track record of our Sponsor and its affiliates in investing in self storage facilities, our experienced management team, and the fragmented nature of the self storage industry, we believe there is a significant opportunity for us to achieve market penetration and name recognition in this industry.
We intend to focus on pursuing investments in self storage facilities and related self storage real estate investments in markets with varying economic and demographic characteristics, including large urban cities, densely populated suburban cities, and smaller rural cities, as long as the property meets our acquisition criteria described below. We also intend to expand and develop certain facilities that we purchase in order to capitalize on underutilization and excess demand. The development of certain facilities we purchase may include an expansion of the self storage units or the services and ancillary products offered as well as making units available for office space. However, future investments will not be limited to any geographic area, to a type of facility, or to a specified percentage of our total assets. We will strategically invest in specific domestic or foreign markets when opportunities that meet our investment criteria are available. In general, when evaluating potential acquisitions of self storage facilities, the primary factor we will consider is the property’s current and projected cash flow.
Affiliation with SmartStop Self Storage REIT, Inc.
We believe that one of our greatest competitive strengths is our affiliation with SmartStop, which is one of the largest self storage companies in North America with an owned or managed portfolio, as of December 31, 2025, of over 460 operating properties in 34 states, the District of Columbia, and Canada comprising over 270,000 units and more than 35.0 million rentable square feet. SmartStop and its affiliates own or manage 49 operating self-storage properties across four provinces in Canada, which total approximately 42,200 units and 4.3 million rentable square feet. SmartStop is a self-managed REIT with a fully integrated operations team of more than 1,000 self storage professionals focused on growing the SmartStop® Self Storage brand. SmartStop indirectly owns our Sponsor, Advisor and Property Manager.
Proven Acquisition Execution in the Self Storage Space
Our Advisor’s management team has significant experience acquiring self storage facilities across a broad spectrum of opportunities, including stabilized facilities, recently developed facilities in lease up, facilities that have just received a certificate of occupancy, facilities in need of renovation and/or re-development and ground up development. Our Advisor’s dedicated acquisitions team, located in both the United States and Canada, possesses an average of over 20 years of real estate transaction experience and is responsible for executing all of our acquisitions through the use of its proprietary underwriting methodology. More importantly, our Advisor’s acquisitions team has cultivated relationships in the industry
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that are highly beneficial to its overall deal sourcing. We believe that our Advisor maintains a competitive advantage in acquiring facilities given the scale of its business, its experience and the networks of its team.
Experienced Management Team with Extensive Operating Expertise
Our Advisor’s management team has strong insight and operating acumen developed from decades of successfully operating self storage facilities and creating value while navigating through multiple real estate and economic cycles. Our Chief Executive Officer, H. Michael Schwartz, has transacted more than $6.5 billion in commercial real estate, with more than $4.8 billion in the self storage industry. The other six members of our advisor’s management team have extensive self storage experience with an average of over 17 years in self storage roles. We benefit from the significant experience of our advisor’s management team and its ability to effectively navigate changing market conditions and achieve sustained growth.
Institutional Quality, Technology-Driven Operations Focused on Customer Service
Over the past decade, SmartStop has made significant investments in technology, infrastructure, and human capital to support its operational and digital platforms and enable real-time decision making at scale. Digital tools, resources and enhancements are leveraged across its organization to jointly coordinate marketing and pricing activities, improve the customer experience, grow rental revenue and enhance expense efficiencies. Today, our Property Manager’s technology-driven operating platform includes:
Our Property Manager is focused on creating a convenient and hassle-free customer experience with an emphasis on the leasing process, regardless of individual customer preferences. Accordingly, our Property Manager offers website and call center reservations, in person leasing, call center leasing and website leasing, all from a variety of devices, including mobile phones and tablets. For the year ended December 31, 2025, approximately 31% of all rentals were executed in a contactless manner through our property manager’s website, with another approximately 16% originating from our property manager’s call center. Meeting the customer at their level has allowed our Property Manager to bolster its digital marketing efforts, primarily driven by a combination of pay-per-click and search engine optimization campaigns, to continue to maintain attractive returns on invested marketing dollars. SmartStop has migrated to a new property management software system that is fully integrated with all of its primary proprietary operations platform. The technological backbone of our Property Manager’s operating platform is further supported by a dedicated staff of operations professionals, including over 900 store-level employees. SmartStop’s dedicated staff, institutional technology platform and branding presence led to Newsweek ranking it #1 in the self storage business for Best Customer Service in 2021, 2023 and 2024.
Ability to Increase Below Market Rents
A key component of our property management platform is analyzing the rental rate gap between existing and incoming customers and assessing increased rents to existing customers where appropriate. This allows our Property Manager to drive additional revenue and net operating income growth. Many of the customers in our portfolio are leasing units at below market rental rates. Our Property Manager believes we can continue to utilize targeted rate increases without a material change in customer turnover at our properties.
General Acquisition and Investment Policies
We may invest in other types of real estate properties if our board of directors deems appropriate; however, we have no current intention of investing more than 20% of the net proceeds of our offerings in such other real estate properties. We will seek to make investments that will satisfy the primary investment objectives of providing regular cash distributions to our stockholders and achieving appreciation in the value of our properties and, hence, appreciation in stockholder value.
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Our Advisor has substantial discretion with respect to the selection of specific properties. However, each acquisition is approved by our board of directors. The consideration paid for a property will ordinarily be based on the fair market value of the property as determined by a majority of our board of directors.
There is no limitation on the number, size, or type of properties that we may acquire or on the percentage of net offering proceeds that may be invested in any particular property type or single property. The number and mix of properties we acquire will depend upon real estate market conditions and other circumstances existing at the time of acquisition and the amount of proceeds raised in our Public Offerings. In determining whether to purchase a particular property, we may obtain an option on such property. The amount paid for an option, if any, is normally surrendered if the property is not purchased and may or may not be credited against the purchase price if the property is ultimately purchased.
Our Borrowing Strategy and Policies
We intend to use medium-to-high leverage (between 50% to 60% based on loan to purchase price ratio) to make our investments and, at certain times during our offerings, our debt leverage levels may be temporarily higher as we acquire properties in advance of funds being raised in our offerings. Our board of directors regularly monitors our investment pipeline in relation to our projected fundraising efforts and otherwise evaluates market conditions related to our debt leverage ratios throughout our offerings. As of December 31, 2025, our leverage ratio was approximately 55%.
We may borrow amounts from our Sponsor, our Advisor, or their affiliates only if such loan is approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction as fair, competitive, commercially reasonable, and no less favorable to us than comparable loans between unaffiliated parties under the same circumstances.
We may incur our indebtedness in the form of bank borrowings, purchase money obligations to the sellers of properties and publicly- or privately-placed debt instruments, or financing from institutional investors or other lenders, including our affiliates. We may obtain a credit facility for a pool of properties, or a separate loan for each acquisition. Our indebtedness may be unsecured or may be secured by mortgages or other interests in our properties. We may use borrowing proceeds to finance acquisitions of new properties, to pay for capital improvements, repairs, or build outs, to refinance existing indebtedness, to pay distributions, to fund redemptions of our shares, or to provide working capital.
There is no limitation on the amount we can borrow for the purchase of any property. Our aggregate borrowings, secured and unsecured, must be reasonable in relation to our net assets and must be reviewed by our board of directors at least quarterly. Our charter limits our borrowing to 300% of our net assets, as defined, (approximately 75% of the cost basis of our assets) unless any excess borrowing is approved by a majority of our independent directors and is disclosed to our stockholders in our next quarterly report, with a justification for such excess.
Except as set forth in our charter regarding debt limits, we may re-evaluate and change our debt strategy and policies in the future without a stockholder vote. Factors that we could consider when re-evaluating or changing our debt strategy and policies include then-current economic and market conditions, the relative cost of debt and equity capital, any acquisition opportunities, the ability of our properties to generate sufficient cash flow to cover debt service requirements, and other similar factors. Further, we may increase or decrease our ratio of debt to equity in connection with any change of our borrowing policies.
Acquisition Structure
Although we are not limited as to the form our investments may take, our investments in real estate will generally constitute acquiring fee title or interests in joint ventures or similar entities that own and operate real estate. We may also enter into the following types of leases relating to real property:
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We will acquire interests in real estate directly or indirectly through our operating partnership, Strategic Storage Operating Partnership VI, L.P., through other limited liability companies or limited partnerships, or through investments in joint ventures.
Conditions to Closing Acquisitions
Generally, we will not purchase any property unless and until we obtain at least a Phase I environmental assessment and history for each property to be purchased and we are sufficiently satisfied with the property’s environmental status. In addition, we will generally condition our obligation to close the purchase of any investment on the delivery and verification of certain documents from the seller or other independent professionals, including, but not limited to, where appropriate:
Joint Venture Investments
We may acquire some of our properties in joint ventures, some of which may be entered into with affiliates of our Advisor, including SmartStop, Strategic Storage Growth Trust III, Inc. ("SSGT III") and Strategic Storage Trust X ("SST X"). We may also enter into joint ventures, general partnerships, co-tenancies, and other participations with real estate developers, owners, and others for the purpose of owning and leasing real properties. Among other reasons, we may want to acquire properties through a joint venture with third parties or affiliates in order to diversify our portfolio of properties in terms of geographic region or property type or to co-invest with one of our property management partners. Joint ventures may also allow us to acquire an interest in a property without requiring that we fund the entire purchase price. In addition, certain properties may be available to us only through joint ventures. In determining whether to recommend a particular joint venture, our Advisor will evaluate the real property which such joint venture owns or is being formed to own under the same criteria described elsewhere in this Annual Report.
We will only invest in real estate programs formed by, sponsored by, or affiliated with our Advisor or an affiliate of our Advisor if: (1) there are no duplicative property management or other fees; (2) the investment is on substantially the same terms and conditions as those received by the other investors; and (3) either (a) a majority of our directors, including a majority of our independent directors, who are not otherwise interested in the transaction (if any) approve the transaction as being fair and reasonable to our company and our stockholders, or (b) the transaction is fair to our company and our stockholders in the event all of our directors are interested in the transaction.
To the extent possible and if approved by our board of directors, including a majority of our independent directors, we will attempt to obtain a right of first refusal or option to buy if such venture partner elects to sell its interest in the property held by the joint venture. In the event that the venture partner were to elect to sell property held in any such joint venture, however, we may not have sufficient funds to exercise our right of first refusal to buy the venture partner’s interest in the property held by the joint venture. Entering into joint ventures with affiliates of our Advisor will result in certain conflicts of interest.
Government Regulations
Our business will be subject to many laws and governmental regulations. The properties we acquire likely will be subject to various regulatory requirements, such as zoning, accessibility, and fire and life safety requirements. In addition, self storage operations are subject to particular laws and regulations, including laws relating to lien auction sales of stored property upon a default by the tenant. Failure to comply with these requirements could result in the imposition of fines by governmental authorities or awards of damages to private litigants. We have formal policies designed to materially comply with all such regulatory requirements, however, changes in these laws and regulations, or their interpretation by agencies and courts, occur frequently. We cannot assure stockholders 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.
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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. For example, in the United States, under the Americans with Disabilities Act of 1990, or the ADA, all public accommodations and commercial facilities are required to meet certain federal requirements related to access and use by disabled persons. We are also subject to similar requirements in Ontario, Canada, under the Accessibility for Ontarians with Disabilities Act, or AODA. Complying with such requirements could require us to remove access barriers. Failing to comply could result in the imposition of fines by various governmental agencies or an award of damages to private litigants. Although we intend to acquire properties that substantially comply with these requirements, we may incur additional costs related to compliance. In addition, a number of additional governmental laws may require us to modify any properties we purchase, or may restrict further renovations thereof, with respect to access by disabled persons. Additional legislation could impose financial obligations or restrictions with respect to access by disabled persons. Although we believe that these costs will not have a material adverse effect on us, if required changes involve a greater amount of expenditures than we currently anticipate, our ability to make expected distributions could be adversely affected.
Environmental Matters
Under various federal, state, and local laws, ordinances, and regulations, a current or previous owner or operator of real property may be held liable for the costs of removing or remediating hazardous or toxic substances. These laws may impose clean-up responsibility and liability without regard to whether the owner or operator was responsible for, or even knew of, the presence of the hazardous or toxic substances. The costs of investigating, removing, or remediating these substances may be substantial, and the presence of these substances may adversely affect our ability to rent units or sell the property, or to borrow using the property as collateral, and may expose us to liability resulting from any release of or exposure to these substances. If we arrange for the disposal or treatment of hazardous or toxic substances at another location, we may be liable for the costs of removing or remediating these substances at the disposal or treatment facility, whether or not the facility is owned or operated by us. We may be subject to claims by third parties based on damages and costs resulting from environmental contamination emanating from a site that we own or operate. Certain environmental laws also impose liability in connection with the handling of or exposure to asbestos-containing materials, pursuant to which third parties may seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials and other hazardous or toxic substances.
Other Regulations
The properties we acquire likely will be subject to various federal, state, and local regulatory requirements, such as zoning and state and local fire and life safety requirements. Failure to comply with these requirements could result in the imposition of fines by governmental authorities or awards of damages to private litigants. We intend to acquire properties that are in material compliance with all such regulatory requirements. However, we cannot assure our stockholders 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.
Disposition Policies
We generally intend to hold each property we acquire for an extended period. However, we may sell a property at any time if, in our judgment, the sale of the property is in the best interests of our stockholders.
The determination of whether a particular property should be sold or otherwise disposed of will generally be made after consideration of relevant factors, including tax implications, prevailing economic conditions, other investment opportunities, and considerations specific to the condition, value, and financial performance of the property. In connection with our sales of properties, we may lend the purchaser all or a portion of the purchase price. In these instances, our taxable income may exceed the cash received in the sale.
We may sell assets to third parties or to affiliates of our Advisor. Our nominating and corporate governance committee of our board of directors, which is comprised solely of independent directors, must review and approve all transactions between us and our Advisor and its affiliates.
Investment Limitations in Our Charter
Our charter places numerous limitations on us with respect to the manner in which we may invest our funds, most of which are required by various provisions of the Statement of Policy Regarding Real Estate Investment Trusts published by
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the North American Securities Administrators Association (the “NASAA REIT Guidelines”). Pursuant to the NASAA REIT Guidelines, we will not:
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Our charter also provides that we will not (a) engage in trading of securities, as compared with investment activities, (b) engage in underwriting or the agency distribution of securities issued by others, or (c) acquire securities in any company holding investments or engaging in certain other activities as described in our charter.
In addition, our charter also includes many other investment limitations, such as in connection with conflict of interest transactions, and with respect to roll-up transactions.
Changes in Investment Policies and Limitations
Our charter requires that our independent directors review our investment policies at least annually to determine that the policies we are following are in the best interests of our stockholders. Each determination and the basis for that determination is required to be set forth in the applicable meeting minutes. The methods of implementing our investment policies may also vary as new investment techniques are developed. The methods of implementing our investment objectives and policies, except as otherwise provided in our charter, may be altered by a majority of our directors, including a majority of our independent directors, without the approval of our stockholders. The determination by our board of directors that it is no longer in our best interests to continue to be qualified as a REIT shall require the concurrence of two-thirds of the board of directors. Investment policies and limitations specifically set forth in our charter, however, may only be amended by a vote of the stockholders holding a majority of our outstanding shares.
Investments in Mortgage Loans
While we intend to emphasize equity real estate investments and, hence, operate as what is generally referred to as an “equity REIT,” as opposed to a “mortgage REIT,” we may invest in first or second mortgage loans, mezzanine loans secured by an interest in the entity owning the real estate, or other similar real estate loans consistent with our REIT status. We may make such loans to developers in connection with construction and redevelopment of properties. Such mortgages may or may not be insured or guaranteed by the Federal Housing Administration, the Veterans Benefits Administration, or another third party. We may also invest in participating or convertible loans if our board of directors concludes that we and our stockholders may benefit from the cash flow or any appreciation in the value of the subject property. Such mortgages are similar to equity participation.
Investment Company Act of 1940 and Certain Other Policies
We intend to operate in such a manner that we will not be subject to regulation under the Investment Company Act of 1940, or the 1940 Act. Our Advisor will continually review our investment activity to attempt to ensure that we do not come within the application of the 1940 Act. Among other things, our Advisor will attempt to monitor the proportion of our portfolio that is placed in various investments so that we do not come within the definition of an “investment company” under the 1940 Act. If at any time the character of our investments could cause us to be deemed as an investment company for purposes of the 1940 Act, we will take all necessary actions to attempt to ensure that we are not deemed to be an “investment company.” In addition, we do not intend to underwrite securities of other issuers or actively trade in loans or other investments.
Subject to the restrictions we must follow in order to qualify to be taxed as a REIT, we may make investments other than as previously described, although we do not currently intend to do so. We have authority to purchase or otherwise reacquire our common shares or any of our other securities. We have no present intention of repurchasing any of our common shares except pursuant to our share redemption program, and we would only take such action in conformity with applicable federal and state laws and the requirements for qualifying as a REIT under the Code.
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Competition
The extent of competition in a market area depends significantly on local market conditions. The primary factors upon which competition in the self storage industry is based are location, rental rates, suitability of the property’s design and the manner in which the property is operated and marketed. We believe we will compete successfully on these bases.
Many of our competitors are larger and have substantially greater resources than we do. Such competitors may, among other possible advantages, be capable of paying higher prices for acquisitions and obtaining financing on better terms than us.
Employees
We have no employees. The employees of our Advisor and its affiliates provide management, acquisition, advisory and certain administrative services for us.
Available Information
Stockholders may obtain copies of our filings with the SEC, free of charge from the website maintained by the SEC at www.sec.gov or from our website at www.strategicreit.com/products/sst6.
We are providing the address to our website solely for informational purposes. The information on our website is not a part of, nor is it incorporated by reference into, this report.
ITEM 1A. RISK FACTORS
Below are risks and uncertainties that could adversely affect our operations that we believe are material to stockholders. Additional risks and uncertainties not presently known to us or that we do not consider material based on the information currently available to us may also harm our business. Unless the context otherwise requires, references to stockholders are generally intended to be references to our common stockholders.
Summary of Principal Risk Factors
Below is a summary of the principal risk factors we face. Please read it carefully and refer to the more detailed descriptions of the risk factors below this summary.
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compared to common unitholders, which may have the effect of diluting our unitholders’ interests in us and
discouraging a takeover or other similar transaction.
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Risks Related to an Investment in Strategic Storage Trust VI, Inc.
We have limited operating history and established financing sources and we cannot assure our stockholders that we will be successful in the marketplace.
We have limited prior financial and operating history that investors may use to evaluate our ability to successfully and profitably implement our business plans. We were incorporated on October 14, 2020 and commenced formal operations on March 10, 2021. As of December 31, 2025, we owned 24 operating self storage facilities located in seven states (Arizona, Delaware, Florida, Nevada, Oregon, Pennsylvania and Washington) and three Canadian provinces (Alberta, British Columbia and Ontario), two wholly-owned developmental properties in Florida and Ontario, as well as 50% equity interests in five unconsolidated real estate ventures located in the two Canadian provinces (Ontario and Quebec). Our unconsolidated real estate ventures consist of four operating self storage property in the lease-up phase and one parcel of land that is intended to be developed into a self storage facility, with subsidiaries of SmartCentres owning the other 50% of such entity.
We are subject to all of the business risks and uncertainties associated with any new business, including the risk that we will not be able to establish profitable operations either in the short- or long-term. Due to our limited operating history, we are relatively untested and face heightened uncertainties with respect to our ability to generate sufficient revenue to enable profitable operations or distribution coverage. Furthermore, the prior performance of our Sponsor and its affiliates, or their real estate investment programs, should not be relied upon as an indicator of our future performance. We cannot guarantee that we will be able to find suitable investments with the proceeds of our offerings. Our failure to timely invest in quality assets could diminish returns to investors and our ability to pay distributions to our stockholders. Such risks and uncertainties could have a material adverse effect on our results of operations and therefore on the value of an investment in our stock.
The prior performance of real estate investment programs sponsored by affiliates of our Sponsor may not be an indication of our future results.
The past performance of our Sponsor and its affiliates, or their real estate investment programs should not be relied upon as an indicator of our future performance. We cannot guarantee that we will be able to find suitable investments with the proceeds of our offerings. Our failure to timely invest the proceeds of our offerings, or to invest in quality assets, could diminish returns to investors and our ability to pay distributions to our stockholders.
We have incurred a net loss to date, have an accumulated deficit, and our operations may not be profitable in 2026.
We incurred a net loss attributable to our common stockholders of approximately $36.6 million for the fiscal year ended December 31, 2025. Our accumulated deficit was approximately $148.0 million as of December 31, 2025. Given that we are still in our fundraising, acquisition and lease up stage, our operations may not be profitable in 2026.
There is currently no public trading market for our shares and there may never be one; therefore, it will be difficult for our stockholders to sell their shares. Our charter does not require us to pursue a liquidity transaction at any time.
There is currently no public market for our shares and there may never be one. Stockholders may not sell their shares unless the buyer meets applicable suitability and minimum purchase standards. Our charter also prohibits the ownership by any one individual of more than 9.8% of our stock, unless waived by our board of directors, which may inhibit large investors from desiring to purchase our stockholders’ shares. Moreover, our share redemption program, which is currently partially suspended, includes numerous restrictions that would limit a stockholder’s ability to sell their shares to us. Our board of directors could choose to amend, suspend, or terminate our share redemption program upon 30 days’ notice. Therefore, it may be difficult for our stockholders to sell their shares promptly or at all. If stockholders are able to sell their shares, they will likely have to sell them at a substantial discount to the price they paid for the shares. It also is likely that our shares would not be accepted as the primary collateral for a loan. Our shares should be considered a long-term investment because of their illiquid nature.
Our stockholders may be unable to sell their shares because their ability to have their shares redeemed pursuant to our share redemption program, which is currently partially suspended, is subject to significant restrictions and limitations and if our stockholders are able to sell their shares under the program, our stockholders may not be able to recover the amount of their investment in our shares.
Our share redemption program is currently suspended, except for redemption requests made in connection with the death, commitment to a long-term care facility, qualifying disability or bankruptcy of a stockholder. Even though our share
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redemption program may provide our stockholders with a limited opportunity to sell their shares to us after they have held them for a period of one year, our stockholders should be fully aware that our share redemption program contains significant restrictions and limitations. Further, our board of directors may limit, suspend, terminate or amend any provision of the share redemption program upon 30 days’ notice. Redemptions of shares, when requested, are generally made quarterly to the extent we have sufficient funds available to us to fund such redemptions. During any calendar year, we will not redeem in excess of 5% of the weighted average number of shares outstanding during the prior calendar year and redemptions will be funded solely from proceeds from our distribution reinvestment plan. We are not obligated to redeem shares under our share redemption program. Therefore, in making a decision to purchase our shares, our stockholders should not assume that they will be able to sell any of their shares back to us pursuant to our share redemption program at any time or at all.
The purchase price for shares we repurchase under our share redemption program, if reinstated, will depend on whether such shares were purchased in our private offering or in our Public Offering and under most circumstances will be less than the amount paid for such shares. For shares purchased in our Public Offering, the redemption price per share will be equal to 93% of the then-current estimated net asset value per share for such class of shares once our board of directors approves such an estimated net asset value per share. For shares purchased in our private offering, the redemption price per share depends on the length of time such shares have been held. Accordingly, you may receive less by selling your shares back to us than you would receive if our investments were sold for their estimated values and such proceeds were distributed in our liquidation.
The actual value of shares that we redeem under our share redemption program, which is currently partially suspended, may be substantially less than what we pay.
Under our share redemption program, which is currently partially suspended, shares may be redeemed at varying prices depending on factors such as how such shares were acquired, the number of years such shares have been held, the circumstances under which such shares are being redeemed. Because we may only calculate the value per share for our shares annually, the net asset value per share may not accurately represent the actual value of our common stock, and the actual value per share of our common stock at any particular time may be higher or lower than the actual net asset value per share at such time. Accordingly, the actual value of the shares that we redeem may be less than the redemption price per share that we pay, and, if so, then the redemption will be dilutive to our remaining stockholders. Alternatively, if, at the time of redemption, the net asset value of the shares that we redeem is higher than the redemption price, the redeeming stockholder will not benefit from any increase in the value of the underlying assets.
We may only calculate the value per share for our shares annually and, therefore, our stockholders may not be able to determine the net asset value of their shares on an ongoing basis.
On March 20, 2026, our board of directors approved an estimated value per share for our Class A shares, Class P shares, Class T shares, Class W shares, Class Y shares, and Class Z shares of $10.00 as of September 30, 2025. Our board of directors approved this estimated value per share pursuant to rules promulgated by FINRA. When determining the estimated value per share, there are currently no SEC, federal and state rules that establish requirements specifying the methodology to employ in determining an estimated value per share; provided, however, that the determination of the estimated value per share must be conducted by, or with the material assistance or confirmation of, a third-party valuation expert or service and must be derived from a methodology that conforms to standard industry practice.
We intend to use this estimated per share value of our shares until the next net asset valuation approved by our board of directors, which we are required to approve at least annually. We may not calculate the net asset value per share for our shares more than annually. Therefore, our stockholders may not be able to determine the net asset value of their shares on an ongoing basis.
In determining our estimated value per share, we primarily relied upon a valuation of our portfolio of properties as of September 30, 2025. Valuations and appraisals of our properties are estimates of fair value and may not necessarily correspond to realizable value upon the sale of such properties, therefore our estimated net asset value per share may not reflect the amount that would be realized upon a sale of each of our properties.
For the purposes of calculating the estimated value per share, an independent third party appraiser valued our properties as of September 30, 2025. The valuation methodologies used to value our properties involved certain subjective judgments. Ultimate realization of the value of an asset depends to a great extent on economic and other conditions beyond our control and the control of our advisor and independent appraiser. Further, valuations do not necessarily represent the price at which an asset would sell, since market prices of assets can only be determined by negotiation between a willing buyer and seller.
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Therefore, the valuations of our properties and our investments in real estate related assets may not correspond to the timely realizable value upon a sale of those assets. Because our share prices are primarily based on the estimated net asset value per share, our stockholders may pay more than realizable value when such shares are purchased or receive less than realizable value when such shares are sold.
The offering price of our shares may not be indicative of the price at which our shares would trade if they were actively traded.
Upon calculating our estimated value per share, our board of directors determined the offering price of our shares in our Public Offering based upon a number of factors but primarily based on the estimated per share value of our shares determined by our board of directors. There are no established criteria for valuing issued or outstanding shares of companies like us. Therefore, our Public Offering price may not have been indicative of either the price at which our shares would trade if they were listed on a national exchange or actively traded by brokers or of the proceeds that a stockholder would receive if we were liquidated or dissolved and the proceeds were distributed to our stockholders.
We have paid, and may continue to pay, distributions from sources other than cash flow from operations, which has included the net proceeds of our Public Offering and which may include borrowings (which may constitute a return of capital); therefore, we will have fewer funds available for the acquisition of properties, and our stockholders’ overall return may be reduced. Therefore, it is likely that some or all of the distributions that we make will represent a return of capital to stockholders, at least in the first few years of operation. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions.
We have paid, and may continue to pay, distributions from sources other than cash flow from operations, which has included the net proceeds of our Public Offering and which may include borrowings (which may constitute a return of capital); therefore, we will have fewer funds available for the acquisition of properties, and our stockholders’ overall return may be reduced. Therefore, it is likely that some or all of the distributions that we make will represent a return of capital to stockholders, at least in the first few years of operation. From the commencement of paying cash distributions in March 2021, 100% of our cash distributions to common stockholders have been paid from the net proceeds of our offerings. We are not prohibited from undertaking such activities by our charter, bylaws, or investment policies, and we may use an unlimited amount from any source to pay our distributions, and it is likely that we will continue to use offering proceeds to fund a majority of our distributions. Payment of distributions in excess of earnings may have a dilutive effect on the value of our shares. If we pay distributions from sources other than cash flow from operations, we will have fewer funds available for acquiring properties, which may reduce our stockholders’ overall returns. Additionally, to the extent distributions exceed cash flow from operations, a stockholder’s basis in our stock may be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder may recognize a capital gain.
We may be unable to pay or maintain cash distributions or increase distributions over time.
There are many factors that can affect the availability and timing of cash distributions to stockholders. During the term of our offerings, distributions will be based principally on distribution expectations of our potential investors and cash available from our operations. The amount of cash available for distribution will be affected by many factors, such as our ability to buy properties as offering proceeds become available, and our operating expense levels, as well as many other variables. Actual cash available for distribution may vary substantially from estimates. We cannot assure our stockholders that we will be able to continue to pay distributions or that distributions will increase over time, nor can we give any assurance that rents from the properties will increase or that future acquisitions of real properties will increase our cash available for distribution to stockholders. Our actual results may differ significantly from the assumptions used by our board of directors in establishing the distribution rate to stockholders.
The Series B Convertible Preferred Stock rank senior to all classes or series of stock in our company, and therefore, any cash we have to pay distributions may be used to pay distributions to the Series B Preferred Investor first, which could have a negative impact on our ability to pay distributions to you.
On May 1, 2023, we issued $150 million in shares of our Series B Convertible Preferred Stock (the “Series B Convertible Preferred Stock”) to Extra Space Storage LP (the “Series B Preferred Investor”), a subsidiary of Extra Space Storage Inc. (NYSE: EXR), pursuant to a preferred stock purchase agreement (the “Series B Preferred Stock Purchase Agreement”).
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The Series B Convertible Preferred Stock ranks senior to all common stockholders and to holders of our Series E Preferred Stock, and therefore, the rights of holders of Series B Convertible Preferred Stock to distributions are senior to distributions to our common stockholders and to holders of our Series E Preferred Stock. Furthermore, distributions on the Series B Convertible Preferred Stock are cumulative and are payable quarterly. The Series B Preferred Investor has a liquidation preference in the event of our involuntary liquidation, dissolution or winding up of the affairs of our company (a “liquidation”) which could negatively affect any payments to our common stockholders in the event of a liquidation. In addition, our company’s right to redeem the Series B Convertible Preferred Stock at any time could have a negative effect on our ability to pay distributions to you.
The Series D Preferred Units rank senior to all common units in our operating partnership, as well as the Series E Preferred Stock, and therefore, any cash we have to pay distributions may be used to pay distributions to the Series D Preferred Investor first, which could have a negative impact on our ability to pay distributions to you.
We and our operating partnership are parties to a Series D Cumulative Redeemable Preferred Unit Purchase Agreement with a wholly-owned subsidiary of SmartStop OP, the Series D Preferred Investor, pursuant to which our operating partnership has issued and sold to the Series D Preferred Investor an aggregate of 1.4 million Series D Preferred Units for aggregate consideration of $35.0 million. See Note 7 – Preferred Equity - Issuance of Series D Cumulative Redeemable Preferred Partnership Units.
The Series D Preferred Units rank senior to all common units in our operating partnership, and because our operating partnership is our subsidiary, the Series D Preferred Units also rank senior to our common stock and our Series E Preferred Stock. Accordingly, the rights of holders of Series D Preferred Units to distributions may be senior to distributions to our common stockholders and the holders of our Series E Preferred Stock. Furthermore, distributions on the Series D Preferred Units are cumulative and are payable monthly. The Series D Preferred Investor has a liquidation preference in the event of a liquidation, which could negatively affect any payments to our common stockholders or holders of our Series E Preferred Stock in the event of a liquidation. In addition, our operating partnership’s right to redeem the Series D Preferred Units at any time could have a negative effect on our ability to pay distributions to our stockholders.
The Series E Preferred Stock rank senior to all classes or series of common stock in our company, and therefore, any cash we have to pay distributions may be used to pay distributions to the Series E Preferred Investors first, which could have a negative impact on our ability to pay distributions to you.
On September 30, 2025, we commenced our Series E Preferred Offering. The Series E Preferred Stock rank senior to all common stockholders, and therefore, the rights of holders of Series E Preferred Stock to distributions may be senior to distributions to our common stockholders. Furthermore, distributions on the Series E Preferred Stock are cumulative and are payable monthly. The Series E Preferred Stock has a liquidation preference in the event of our involuntary liquidation, dissolution or winding up of the affairs of our operating partnership (a “liquidation”) which could negatively affect any payments to our common stockholders in the event of a liquidation.
The value of a share of our common stock may be diluted if we issue a stock distribution.
Our board of directors may declare stock distributions. While our objective is to acquire assets that appreciate in value, there can be no assurance that assets we acquire will appreciate in value. Furthermore, we are uncertain as to whether we will change our per share public offering prices during the Public Offering. Therefore, if our board declared a stock distribution for investors who purchase our shares early in the Public Offering, as compared with later investors, those investors who received the stock distribution will receive more shares for the same cash investment as a result of any stock distributions. Because they own more shares, upon a sale or liquidation of the company, these early investors will receive more sales proceeds or liquidating distributions relative to their invested capital compared to later investors. Furthermore, unless our assets appreciate in an amount sufficient to offset the dilutive effect of the prior stock distributions, the value per share for later investors purchasing our stock will be below the value per share of earlier investors.
As a result of our sponsor paying the front-end load pursuant to the Sponsor Funding Agreement and the ultimate conversion of the Series C Units to be issued to the sponsor into Class A Units, the holders of the Class W shares and Class Z shares would suffer more dilution than holders of the Class T shares and Class Y shares relative to shares that were or could have been sold previously through RIAs net of the front-end load resulting in a gross-up of shares.
On November 1, 2023, we entered into a Sponsor Funding Agreement with our sponsor pursuant to which our sponsor agreed to fund the payment of (i) the upfront 3% sales commission for the sale of Class Y shares sold in the primary offering,
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(ii) the upfront 3% dealer manager fee for the Class Y shares sold in the primary offering, and (iii) the estimated 1% organization and offering expenses for the sale of Class Y shares and Class Z shares sold in the primary offering. Our sponsor also reimbursed us in cash to cover the dilution from certain one-time stock dividends which were issued by us to our existing stockholders in connection with the sponsor funding changes to the primary offering, which reimbursement was approximately $6.6 million. In consideration for our sponsor providing the funding for the front-end sales load and the cash to cover the dilution from the stock dividends described above, our operating partnership will issue a number of Series C Subordinated Convertible Units of limited partnership interest in our operating partnership (the “Series C Units”) to our sponsor equal to the dollar amount of such funding divided by the then-current offering price for the Class Y shares and Class Z shares sold in the primary offering, which was initially $9.30 per share. The Series C units are subordinated such that our sponsor is not entitled to distribution, voting or other rights to participate in our operating partnership, unless and until such units are converted into Class A Units of our operating partnership. The Series C Units shall automatically convert into Class A Units on a one-to-one basis upon our disclosure of an estimated net asset value per share equal to at least $10.00 per share for each class of our shares of common stock, including the Class Y shares and Class Z shares, calculated net of the value of the Series C Units to be converted. In the event that the Series C Units are so converted into Class A Units, the holders of the Class W shares and Class Z shares would suffer more dilution than holders of the Class T shares and Class Y shares relative to shares that were or could have been sold previously through RIAs net of the front-end load resulting in a gross-up of shares.
If we, through our Advisor, are unable to find suitable investments, then we may not be able to achieve our investment objectives or continue to pay distributions.
Our ability to achieve our investment objectives and to continue to pay distributions is dependent upon the performance of our Advisor in selecting our investments and arranging financing. As of December 31, 2025, we owned 24 operating self storage facilities, joint venture interests in four operating and one development properties and two wholly-owned development properties. Stockholders will have no opportunity to evaluate the terms of transactions or other economic or financial data concerning our investments prior to the time we make them. Stockholders must rely entirely on the management ability of our Advisor and the oversight of our board of directors. We cannot be sure that our Advisor will be successful in obtaining suitable investments on financially attractive terms or that, if it makes investments on our behalf, our objectives will be achieved. In such an event, our ability to pay distributions to our stockholders would be adversely affected.
We may suffer from delays in locating suitable investments, which could adversely affect our ability to make distributions and the value of stockholders’ investments.
We could suffer from delays in locating suitable investments, particularly as a result of our reliance on our Advisor at times when management of our Advisor is simultaneously seeking to locate suitable investments for other affiliated programs, including SmartStop, SSGT III and SST X. Delays we encounter in the selection, acquisition, and development of income-producing and growth properties are likely to adversely affect our ability to make distributions and may also adversely affect the value of an investment in us. In such event, we have paid and may continue to pay all or a substantial portion of any distributions from the proceeds of our offerings or from borrowings in anticipation of future cash flow, which may constitute a return of capital. We are not prohibited from undertaking such activities by our charter, bylaws, or investment policies. We have established no maximum of distributions to be paid from such funds. Distributions from the proceeds of our offerings or from borrowings also could reduce the amount of capital we ultimately invest in properties. This, in turn, would reduce the value of an investment in us. In particular, if we acquire properties prior to the start of construction or during the early stages of construction, it will typically take several months to complete construction and rent available storage units. Therefore, our stockholders could suffer delays in the receipt of cash distributions attributable to those particular properties.
If any of our Sponsor, Advisor, or Property Manager lose or are unable to retain their executive officers, then our ability to implement our investment objectives could be delayed or hindered, which could adversely affect our ability to make distributions and the value of an investment in us.
Our success depends to a significant degree upon the contributions of our executive officers and the executive officers of our Sponsor, Advisor, and Property Manager, each of whom would be difficult to replace. None of our Sponsor, our Advisor, or our Property Manager, as applicable, has an employment agreement with any of these key personnel and we cannot guarantee that all, or any particular one, will remain affiliated with us and/or our Sponsor, our Advisor, or our Property Manager. If any of these executive officers were to cease their affiliation with our Sponsor, our Advisor, or our Property Manager, our operating results could suffer. If our Sponsor, our Advisor, or our Property Manager loses or is unable to retain its executive officers or does not establish or maintain appropriate strategic relationships, our ability to implement
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our investment strategies could be delayed or hindered, which could adversely affect our ability to make distributions and the value of an investment in us.
Our ability to operate profitably will depend upon the ability of our Advisor to efficiently manage our day-to-day operations and the ability of our Property Manager and affiliates of our Advisor to effectively manage our properties.
We will rely on our Advisor to manage our business and assets. Our Advisor will make all decisions with respect to our day-to-day operations. In addition, we will rely on our Property Manager to effectively manage and operate our properties. Thus, the success of our business will depend in large part on the ability of our Advisor, its affiliates, and our Property Manager to manage and operate our properties. Any adversity experienced by our Advisor, its affiliates, or our Property Manager or problems in our relationship with these entities could adversely impact our operations and, consequently, our cash flow and ability to make distributions to our stockholders.
We do not own or control the intellectual property rights to the “SmartStop® Self Storage” brand and other trademarks and intellectual property that we expect to use in connection with our properties; therefore, we could potentially lose revenues and incur significant costs if we cease to operate under this brand.
SmartStop owns and controls the intellectual property rights to the “SmartStop® Self Storage” brand, the website www.smartstopselfstorage.com, and other intellectual property that we expect to use in connection with our business and our properties. We will be authorized to use this brand and other intellectual property pursuant to a license and our property management agreements. In the event that we ever cease to operate under the “SmartStop® Self Storage” brand, which has garnered substantial value due to its goodwill and reputation associated therewith, we may lose market share and customers, which could result in lost revenues. In addition, we could incur significant costs to change the signage and otherwise change our name and brand.
We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements.
In April 2012, President Obama signed into law the Jumpstart Our Business Startups Act, or the JOBS Act. We are an “emerging growth company,” as defined in the JOBS Act, and are eligible to take advantage of certain exemptions from, or reduced disclosure obligations relating to, various reporting requirements that are normally applicable to public companies.
We could remain an “emerging growth company” for up to five years, or until the earliest of (1) the last day of the first fiscal year in which we have total annual gross revenue of $1.235 billion or more, (2) December 31 of the fiscal year that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act (which would occur if the market value of our common stock held by non-affiliates exceeds $700 million, measured as of the last business day of our most recently completed second fiscal quarter, and we have been publicly reporting for at least 12 months), or (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. Under the JOBS Act, emerging growth companies are not required to (1) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting, pursuant to Section 404 of the Sarbanes-Oxley Act, (2) comply with new audit rules adopted by the Public Company Accounting Oversight Board after April 5, 2012 (unless the SEC determines otherwise), (3) provide certain disclosures relating to executive compensation generally required for larger public companies, or (4) hold shareholder advisory votes on executive compensation. If we take advantage of any of these exemptions, we do not know if some investors will find our common stock less attractive as a result.
Additionally, the JOBS Act provides that an “emerging growth company” may take advantage of an extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. This means an “emerging growth company” can delay adopting certain accounting standards until such standards are otherwise applicable to private companies. However, we are electing to “opt out” of such extended transition period, and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards are required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable.
We may utilize a portion of the proceeds of our offerings to fund the development or purchase of income-producing and growth self storage properties (whether through loans, preferred equity investments, or otherwise), and we may invest in mortgage or other loans, but if these loans and investments are not fully repaid, the resulting losses could reduce the value of a stockholder’s investment.
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We will use the net offering proceeds of our offerings to purchase primarily a mix of income-producing and growth self storage facilities, to repay debt financing that we may incur when acquiring properties, and to pay real estate commissions, acquisition fees, and acquisition expenses relating to the selection and acquisition of properties, including amounts paid to our Advisor and its affiliates. In addition, we may utilize a portion of the net offering proceeds to make loans to, or preferred equity investments in, entities developing or acquiring self storage facilities, including affiliates of our Advisor, subject to the limitations in our charter. We may also invest in first or second mortgage loans, mezzanine loans secured by an interest in the entity owning the real estate or other similar real estate loans consistent with our REIT status. We may also invest in participating or convertible mortgages if our board of directors concludes that we and our stockholders may benefit from the cash flow or any appreciation in the value of the subject property. There can be no assurance that a preferred equity investment will be redeemed in full in accordance with the terms of the investment. There can also be no assurance that the foregoing loans will be repaid to us in part or in full in accordance with the terms of the loan or that we will receive interest payments on the outstanding balance of the loan. We anticipate that these loans (other than mezzanine loans) will be secured by mortgages on the self storage facilities, but in the event of a foreclosure, there can be no assurances that we will recover the outstanding balance of the loan. If there are defaults under these loans, we may not be able to repossess and sell the underlying properties quickly. The resulting time delay and associated costs could reduce the value of our investment in the defaulted loans. An action to foreclose on a property securing a mortgage loan is regulated by state statutes and regulations and is subject to many of the delays and expenses of other lawsuits if the defendant raises defenses or counterclaims. In the event of default by a mortgagor, these restrictions, among other things, may impede our ability to foreclose on or sell the mortgaged property or to obtain proceeds sufficient to repay all amounts due to us on the mortgage loan.
Government regulation of investment advice could have a negative impact on our ability to raise capital.
On June 5, 2019, the SEC adopted Regulation Best Interest, which establishes a new standard of conduct for broker-dealers and natural persons who are associated persons of a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that enhances the standard beyond suitability. Broker-dealers have been required to comply with Regulation Best Interest since June 30, 2020. Regulation Best Interest includes the general obligation that broker-dealers shall act in the “best interest” of retail customers in making any recommendation of any securities transaction or investment strategy, without putting the financial or other interests of the broker-dealer ahead of the retail customer. When making such a recommendation, a broker-dealer must act in such customer’s best interest at the time the recommendation is made. Furthermore, broker-dealers are under a duty of care to evaluate other reasonably available alternatives in the purchaser’s best interest and such alternatives are likely to exist. Additionally, under Regulation Best Interest, high cost, high risk, and complex products may require greater scrutiny by broker-dealers and their salespersons before they recommend such products. Listed entities may be reasonable alternatives to an investment in us, and may feature characteristics like lower cost, less complexity, and lesser or different risks than an investment in us; investments in listed securities often involve nominal or no commissions at the time of initial purchase. The general obligation can be satisfied by the broker-dealer’s compliance with four specified component obligations: (i) provide certain required disclosure before or at the time of the recommendation, about the recommendation and the relationship between the broker-dealer and the retail customer; (ii) exercise reasonable diligence, care, and skill in making the recommendation; (iii) establish, maintain, and enforce written policies and procedures reasonably designed to address conflicts of interest; and (iv) establish, maintain, and enforce written policies and procedures reasonably designed to achieve compliance with Regulation Best Interest. Like existing suitability obligations, the component obligations of Regulation Best Interest contain a quantitative standard. Such quantitative standard may be more or less restrictive pursuant to Regulation Best Interest than under the suitability standard. In addition, broker-dealers are required to provide retail investors a brief relationship summary, or Form CRS, that summarizes for the investor key information about the broker-dealer. Form CRS is different from the prospectus for our Public Offering, which contains information regarding our Public Offering and our company. The impact of Regulation Best Interest on broker-dealers cannot be determined at this time as no administrative or case law exists under Regulation Best Interest and the full scope of its applicability is uncertain.
In addition, the DOL recently adopted the proposed prohibited transaction class exemption allowing investment advisors, broker-dealers, banks, insurance companies and other financial firms that provide fiduciary investment advice to give retirement investment advice using “Impartial Conduct Standards,” which are intended to be consistent with the Regulation Best Interest and the fiduciary duty of registered investment advisers under securities laws. The Impartial Conduct Standards generally require investment advice fiduciaries to provide advice in the best interest of retirement investors, charge only reasonable compensation, and make no materially misleading statements. The proposed exemption also describes when advice about rollovers to individual retirement accounts could be considered fiduciary advice under ERISA and the Code. In July 2024, two federal district courts have issued stays for the DOL’s regulation from April 2024 on the definition of an investment advice fiduciary under the ERISA and the associated amendments to a series of Prohibited
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Transaction Exemptions (PTEs). Any implementation and adoption of the rules or regulations by the DOL as described above or court decisions on the rules or regulations might have an impact on our sales and our business.
In addition to the SEC and DOL rules, several states, including Connecticut, Maryland, Massachusetts, Nevada, New Jersey, and New York, have passed laws or proposed regulations requiring investment advisers, broker-dealers and/or agents to disclose conflicts of interest to clients or to meet standards that their advice be in the customer’s best interest. These recent developments could result in additional requirements imposed on such persons related to the marketing of our shares.
In comparison to the standards of Regulation Best Interest, the Massachusetts fiduciary standard, for example, requires broker-dealers to adhere to the duties of utmost care and loyalty to customers. The Massachusetts standard requires a broker-dealer to make recommendations without regard to the financial or any other interest of any party other than the retail customer, and that broker-dealers must make all reasonably practicable efforts to avoid conflicts of interest, eliminate conflicts that cannot reasonably be avoided, and mitigate conflicts that cannot reasonably be avoided or eliminated.
While we continue to monitor and evaluate the various proposals, we cannot predict what other proposals may be made, or what legislation or regulation may be introduced or become law. Given the recent adoption of the rules described above and the pendency of others, the potential impact on the marketing of our shares through the impacted channels is uncertain.
Risks Related to Conflicts of Interest
Our Advisor, Property Manager, and their officers and certain of our key personnel will face competing demands relating to their time, and this may cause our operating results to suffer.
Our Advisor, Property Manager, and their officers and certain of our key personnel and their respective affiliates are key personnel, advisors, managers, and sponsors of other real estate programs having investment objectives and legal and financial obligations similar to ours, including SmartStop, SSGT III and SST X, and may have other business interests as well. 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. Our Advisor and its affiliates will devote such time as they determine to be necessary to conduct our business affairs in an appropriate manner. However, time spent on these other initiatives diverts attention from our activities, which could negatively impact us.
Our executive officers and one of our directors face conflicts of interest related to the positions they hold with affiliated entities, which could hinder our ability to successfully implement our investment objectives and to generate returns to stockholders.
Our executive officers and one of our directors are also officers of our Advisor, our Property Manager, and other affiliated entities, including SmartStop, SSGT III and SST X. As a result, these individuals owe fiduciary duties to these other entities and their owners, which fiduciary duties may conflict with the duties that they owe to our stockholders and us. Their loyalties to these other entities could result in actions or inactions that are detrimental to our business, which could harm the implementation of our investment objectives. Conflicts with our business and interests are most likely to arise from involvement in activities related to (1) allocation of new investments and management time and services between us and the other entities, (2) our purchase of properties from, or sale of properties to, affiliated entities, (3) the timing and terms of the investment in or sale of an asset, (4) development of our properties by affiliates, (5) investments with affiliates of our Advisor, (6) compensation to our Advisor, and (7) our relationship with our Property Manager. If we do not successfully implement our investment objectives, we may be unable to generate cash needed to make distributions to stockholders and to maintain or increase the value of our assets.
Our Advisor will face conflicts of interest relating to the purchase of properties, including conflicts with SmartStop, SSGT III and SST X, and such conflicts may not be resolved in our favor, which could adversely affect our investment opportunities.
We may be buying properties at the same time as one or more of the other programs managed by officers and key personnel of our Advisor, including SmartStop, a public non-traded REIT that invests in self storage properties with total assets of approximately $2.4 billion as of December 31, 2025; SSGT III, a private REIT sponsored by our sponsor that invests in self storage properties with total assets of approximately $450 million as of December 31, 2025; SST X, a private REIT sponsored by our sponsor that invests in self storage properties with total assets of approximately $10 million as of December 31, 2025; and other private programs sponsored by our Sponsor. An affiliate of our Sponsor will have the first right to purchase certain self storage properties, and may have access to significantly greater capital than us. Our Advisor and
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our Property Manager will have conflicts of interest in allocating potential properties, acquisition expenses, management time, services and other functions between various existing enterprises or future enterprises with which they may be or become involved and our Sponsor’s investment allocation policy may not mitigate these risks. There is a risk that our Advisor will choose a property that provides lower returns to us than a property purchased by another program sponsored by our Sponsor or its affiliates. We cannot be sure that officers and key personnel acting on behalf of our Advisor and on behalf of these other programs will act in our best interests when deciding whether to allocate any particular property to us. Such conflicts that are not resolved in our favor could result in a reduced level of distributions we may be able to pay to stockholders and the value of our stockholders’ investments. If our Advisor or its affiliates breach their legal or other obligations or duties to us, or do not resolve conflicts of interest in a manner described in our prospectus, we may not meet our investment objectives, which could reduce our expected cash available for distribution to stockholders and the value of our stockholders’ investments.
We may face a conflict of interest if we purchase properties from affiliates of our Advisor.
We may purchase properties from one or more affiliates of our Advisor in the future. A conflict of interest may exist if such acquisition occurs. The business interests of our Advisor and its affiliates may be adverse to, or to the detriment of, our interests. Additionally, the prices we pay to affiliates of our Advisor for our properties may be equal to, or in excess of, the prices paid by them, plus the costs incurred by them relating to the acquisition and financing of the properties. These prices will not be the subject of arm’s-length negotiations, which could mean that the acquisitions may be on terms less favorable to us than those negotiated in an arm’s-length transaction. Even though we will use an independent third-party appraiser to determine fair market value when acquiring properties from our Advisor and its affiliates, we may pay more for particular properties than we would have in an arm’s-length transaction, which would reduce our cash available for investment in other properties or distribution to our stockholders.
Furthermore, because any agreement that we enter into with affiliates of our Advisor will not be negotiated in an arm’s-length transaction, and as a result of the affiliation between our Advisor and its affiliates, our Advisor may be reluctant to enforce the agreements against such entities. Our board of directors will approve all transactions between us and our Advisor and its affiliates.
We may face a conflict of interest if we sell properties to affiliates of our Advisor.
We may sell properties to one or more affiliates of our Advisor in the future. A conflict may exist if such disposition occurs. The business interests of our Advisor and its affiliates may be adverse to, or to the detriment of, our interests. Additionally, the offers we receive from affiliates of our Advisor for our properties may be equal to, or less than, the prices we paid for the properties. These prices will not be the subject of arm’s-length negotiations, which could mean that the dispositions may be on terms less favorable to us than those negotiated in an arm’s-length transaction. Even though we will use an independent third-party appraiser to determine fair market value when selling properties to our Advisor and its affiliates, we may not be offered as much for particular properties than we may have been offered in an arm’s-length transaction, which would reduce our cash available for investment in other properties or distribution to our stockholders.
Furthermore, because any agreement that we enter into with affiliates of our Advisor will not be negotiated in an arm’s-length transaction, and as a result of the affiliation between our Advisor and its affiliates, our Advisor may be reluctant to enforce the agreements against such entities. Our board of directors will approve all transactions between us and our Advisor and its affiliates.
Our Advisor and its affiliates will face conflicts of interest relating to the Series C Units and the incentive fee structure under our operating partnership agreement, which could result in actions that are not necessarily in the long-term best interests of our stockholders.
Pursuant to our operating partnership agreement, SmartStop Storage Advisors, LLC, an affiliate of our Advisor (“SSA”), will be entitled to distributions that are structured in a manner intended to provide incentives to our Advisor to perform in our best interests and in the best interests of our stockholders. The amount of such compensation has not been determined as a result of arm’s-length negotiations, and such amounts may be greater than otherwise would be payable to independent third parties. However, because our Advisor does not maintain a significant equity interest in us and is entitled to receive substantial minimum compensation regardless of performance, our Advisor’s interests will not be wholly aligned with those of our stockholders. In addition, in connection with the sponsor providing funding for the up-front load for the sale of Class Y and Class Z shares, and to cover the dilution from the stock distributions, our sponsor was issued Series C Units, which may be convertible into Class A Units upon our estimated net asset value achieving certain thresholds. In that regard,
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our Advisor could be motivated to recommend riskier or more speculative investments or to defer engaging in an extraordinary transaction in order for us to generate the specified levels of performance or sales proceeds that would entitle SSA to distributions and the conversion of the Series C Units into Class A Units. In addition, SSA’s entitlement to distributions upon the sale of our assets and to participate in sale proceeds could result in our Advisor recommending sales of our investments at the earliest possible time at which sales of investments would produce the level of return that would entitle our Advisor and its affiliates to compensation relating to such sales, even if continued ownership of those investments might be in our best long-term interest.
Our operating partnership agreement will require us to pay a performance-based termination distribution to SSA in the event that we terminate our Advisor prior to the listing of our shares for trading on an exchange or, absent such listing, in respect of its participation in net sale proceeds. To avoid paying this distribution, our board of directors may decide against terminating the advisory agreement prior to our listing of our shares or disposition of our investments even if, but for the termination distribution, termination of the advisory agreement would be in our best interest. In addition, the requirement to pay the distribution to SSA at termination could cause us to make different investment or disposition decisions than we would otherwise make in order to satisfy our obligation to pay the distribution to SSA.
Our Advisor will face conflicts of interest relating to joint ventures that we may form with affiliates of our Advisor, which conflicts could result in a disproportionate benefit to other joint venture partners at our expense.
We may enter into joint ventures with affiliates of our Advisor, including other programs sponsored by our Sponsor or its affiliates, for the acquisition, development, or improvement of properties. Our Advisor may have conflicts of interest in determining which program should enter into any particular joint venture agreement. The co-venturer may have economic or business interests or goals that are or may become inconsistent with our business interests or goals. In addition, our Advisor may face a conflict in structuring the terms of the relationship between our interests and the interest of the affiliated co-venturer and in managing the joint venture. Since our Advisor and its affiliates will control both the affiliated co-venturer and, to a certain extent, us, agreements and transactions between the co-venturers with respect to any such joint venture will not have the benefit of arm’s-length negotiation of the type normally conducted between unrelated co-venturers, which may result in the co-venturer receiving benefits greater than the benefits that we receive. In addition, we may assume liabilities related to the joint venture that exceed the percentage of our investment in the joint venture, and this could reduce the returns on our stockholders’ investments.
There is no separate counsel for us and our affiliates, which could result in conflicts of interest.
Nelson Mullins Riley & Scarborough LLP (“Nelson Mullins”) acts as legal counsel to us and also represents our Sponsor, Advisor, Property Manager, and some of their affiliates. There is a possibility in the future that the interests of the various parties may become adverse and, under the code of professional responsibility of the legal profession, Nelson Mullins may be precluded from representing any one or all of such parties. If any situation arises in which our interests appear to be in conflict with those of our Sponsor, our Advisor, our Property Manager, or their affiliates, additional counsel may be retained by one or more of the parties to assure that their interests are adequately protected. Moreover, should a conflict of interest not be readily apparent, Nelson Mullins may inadvertently act in derogation of the interest of the parties, which could affect our ability to meet our investment objectives.
Risks Related to Our Corporate Structure
The limit on the number of shares a person may own may discourage a takeover that could otherwise result in a premium price to our stockholders.
In order for us to qualify as a REIT, no more than 50% of our outstanding stock may be beneficially owned, directly or indirectly, by five or fewer individuals (including certain types of entities) at any time during the last half of each taxable year. To ensure that we do not fail to qualify as a REIT under this test, our charter restricts ownership by one person or entity to no more than 9.8% of the value of our then-outstanding capital stock or more than 9.8% of the value or number of shares, whichever is more restrictive, of our then-outstanding common stock. Our charter also prohibits transfers of our stock that would result in (i) our stock being beneficially owned by fewer than 100 persons or (ii) our owning 10% or more of one of our tenants or customers. These restrictions may have the effect of delaying, deferring, or preventing a change in control of us, 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.
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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. In addition, our board of directors, without any action by our stockholders, may amend our charter from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series of stock that we have authority to issue. 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. Thus, our board of directors could authorize the issuance of preferred stock with terms and conditions that could have a priority as to distributions and amounts payable upon liquidation over the rights of the 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.
We will not be afforded the protections of Maryland law relating to control share acquisitions and business combinations.
Maryland law contains many provisions that may prevent someone from acquiring control of our company, including the control share acquisition statute (which eliminates voting rights for certain controlling levels of shares) and the business combination statute (which prohibits a merger or consolidation of us with a 10% stockholder for a specified period of time). These laws may delay or prevent offers to acquire our company and may increase the difficulty of consummating any such offers, even if such a transaction would be in our stockholders’ best interests. Because our charter contains limitations on ownership of 9.8% in value of the aggregate of the outstanding shares of our capital stock, including our common stock and preferred stock, we opted out of the control share acquisition statute and the business combination statute. Therefore, we will not be afforded the protections of these statutes and, accordingly, there is no guarantee that the ownership limitations contained in our charter will provide the same measure of protection as these statutes and prevent an undesired change of control.
SSA may receive economic benefits from its status as a special limited partner without bearing any of the investment risk.
SSA is a special limited partner in our Operating Partnership. As the special limited partner, SSA is entitled to receive, among other distributions, an incentive distribution of net proceeds from the sale of properties after we have received and paid to our stockholders the threshold return. We will bear all of the risk associated with the properties but, as a result of the incentive distributions to SSA, we may not be entitled to all of the Operating Partnership’s proceeds from a property sale and certain other events.
A stockholders’ investment return may be reduced if we are required to register as an investment company under the Investment Company Act of 1940; if we become an unregistered investment company, we will not be able to continue our business.
We do not intend to register as an investment company under the Investment Company Act of 1940 (the “1940 Act”). As of the date of this report, our intended investments in real estate will represent the substantial majority of our total asset mix, which would not subject us to the 1940 Act. In order to maintain our exemption from regulation under the 1940 Act, we must engage primarily in the business of buying real estate, and these investments must be made within a year after our Public Offering ends. If we are unable to invest a significant portion of the proceeds of our Public Offering in properties within one year of its termination, we may avoid being required to register as an investment company by temporarily investing any unused proceeds in government securities with low returns. This would reduce the cash available for distribution to investors and possibly lower a stockholder’s returns.
To maintain compliance with our 1940 Act exemption, we may be unable to sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. In addition, we may be required to acquire additional income- or loss-generating assets that we might not otherwise acquire or forego opportunities to acquire interests in companies that we would otherwise want to acquire. If we are required to register as an investment company but fail to do so, we would be prohibited from engaging in our business, and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of us and liquidate our business.
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Stockholders are bound by the majority vote on matters on which our stockholders are entitled to vote and, therefore, a stockholder vote on a particular matter may be superseded by the vote of other stockholders.
Stockholders may vote on certain matters at any annual or special meeting of stockholders, including the election of directors. 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.
Our stockholders have limited control over changes in our policies and operations and may not be able to change such policies and operations, except as provided for in our charter and under applicable law.
Our board of directors determines our major policies, including our policies regarding investments, financing, growth, REIT qualification, and distributions. Our board of directors may amend or revise these and other policies without a vote of our stockholders. Under the Maryland General Corporation Law (“MGCL”) and our charter, our stockholders have a right to vote only on the following:
The board of directors must declare advisable any amendment to the charter or any merger, consolidation, transfer of substantially all assets, share exchange, or dissolution, prior to such amendment or transaction, under the MGCL. All other matters are subject to the discretion of our board of directors. Therefore, our stockholders are limited in their ability to change our policies and operations.
Our rights and the rights of our stockholders to recover claims against our officers, directors, and our Advisor are limited, which could reduce our stockholders’ and our recovery against them if they cause us to incur losses.
Maryland law provides that a director has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in the corporation’s best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our charter requires us to indemnify our directors, officers, and our Advisor and its affiliates for actions taken by them in good faith and without negligence or misconduct. Our advisory agreement further requires us to indemnify our Advisor and its affiliates for liabilities arising in the performance of their duties under the advisory agreement, subject to certain limitations. Additionally, our charter limits the liability of our directors and officers for monetary damages to the maximum extent permitted under Maryland law. As a result, we and our stockholders may have more limited rights against our directors, officers, employees, and agents, and our Advisor and its affiliates, than might otherwise exist under common law, which could reduce our stockholders’ and our recovery against them. In addition, we may be obligated to fund the defense costs incurred by our directors, officers, employees, and agents or our Advisor in some cases which would decrease the cash otherwise available for distribution to our stockholders.
Our board of directors may change any of our investment objectives without our stockholders’ consent, including our focus on income-producing and growth self storage properties.
Our board of directors may change any of our investment objectives, including our focus on income-producing and growth self storage properties, without obtaining prior stockholder consent. If our stockholders do not agree with a decision of our board of directors to change any of our investment objectives, our stockholders only have limited control over such changes. Additionally, we cannot assure our stockholders that we would be successful in attaining any of these investment objectives, which may adversely impact our financial performance and ability to make distributions to our stockholders.
Our stockholders’ interests in us will be diluted as we issue additional shares.
Our stockholders will not have preemptive rights to any shares issued by us in the future. 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
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unissued shares without the necessity of obtaining stockholder approval. All such shares may be issued in the discretion of our board of directors. Therefore, as we (1) sell shares in our offerings or 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 to institutional investors, (4) issue restricted shares of our common stock to our independent directors, (5) issue shares to our Advisor, its successors or assigns, in payment of an outstanding fee obligation as set forth under our advisory agreement, or (6) 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, existing stockholders and investors purchasing shares in our Public Offering will experience dilution of their equity investment in us. 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 of these and other reasons, our stockholders may experience substantial dilution of their percentage ownership of our shares.
Payment of fees to our Advisor and its affiliates will reduce cash available for investment and distribution. There are a number of such fees that may have to be paid and certain fees may be added or the amounts increased without stockholder approval.
Our Advisor and its affiliates will perform services for us in connection with the offer and sale of our shares, the selection and acquisition of our investments and the management of our properties. They will be paid substantial fees for these services, which will reduce the amount of cash available for investment in properties or distribution to stockholders. Payment of these fees to our Advisor and its affiliates will reduce cash available for investment and distribution. Furthermore, subject to limitations in our charter, the fees, compensation, income, expense reimbursements, incentive distributions and other payments payable to our Advisor and its affiliates may increase during our Public Offering or in the future without stockholder approval if such increase is approved by a majority of our independent directors.
We are uncertain of our sources of debt or equity for funding our future capital needs. If we cannot obtain funding on acceptable terms, our ability to make necessary capital improvements to our properties, pay other expenses, or expand our business may be impaired or delayed.
The gross proceeds of our offerings will be used to purchase real estate investments and to pay various fees and expenses. In addition, to qualify as a REIT, we generally must distribute to our stockholders at least 90% of our taxable income each year, excluding capital gains. Because of this distribution requirement, it is not likely that we will be able to fund a significant portion of our future capital needs from retained earnings. To the extent we obtain any sources of debt or equity for future funding, such sources of funding may not be available to us on favorable terms or at all. If we do not have access to sufficient funding in the future, we may not be able to make necessary capital improvements to our properties, pay other expenses, or expand our business.
Risks Related to the Self Storage Industry
The growth portion of our property acquisition strategy involves a higher risk of loss than more conservative investment strategies.
A portion of our strategy for acquiring properties will involve the acquisition of self storage properties that require lease-up or repositioning in order to increase the value of such properties. In addition, we may be acquiring facilities in markets that are depressed or overbuilt, and/or have high growth potential in real estate lease rates and sale prices. As a result of our investment in these types of markets, we will face increased risks relating to changes in local market conditions and increased competition for similar properties in the same market, as well as increased risks that these markets will not recover and the value of our properties in these markets will not increase, or will decrease, over time. For these and other reasons, we cannot assure our stockholders that we will be profitable or that we will realize growth in the value of our properties, and as a result, our ability to make distributions to our stockholders could be affected. Our intended approach to acquiring and operating growth assets involves more risk than comparable real estate programs that have a targeted holding period for investments that is longer than ours, utilize leverage to a lesser degree and/or employ more conservative investment strategies.
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Because we are focused on the self storage industry, our rental revenues will be significantly influenced by demand for self storage space generally, and a decrease in such demand would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio.
Because our portfolio of properties consists primarily of self storage facilities, we are subject to risks inherent in investments in a single industry. A decrease in the demand for self storage space would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio. Demand for self storage space has been and could be adversely affected by weakness in the national, regional, and local economies and changes in supply of or demand for similar or competing self storage facilities in an area. To the extent that any of these conditions occur, they are likely to affect demand, and market rents, for self storage space, which could cause a decrease in our rental revenue. Any such decrease could have a material adverse impact on our business, financial condition, and results of operations. We do not expect to invest in other real estate or businesses to hedge against the risk that industry trends might decrease the profitability of our self storage-related investments.
We face significant competition in the self storage industry, which may increase the cost of acquisitions or developments or impede our ability to retain customers or re-let space when existing customers vacate.
We face intense competition in every market in which we purchase self storage facilities. We compete with numerous national, regional, and local developers, owners and operators in the self storage industry, including the Managed REITs, publicly traded REITs, other REITs and institutional investment funds. 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, due to the low cost of each individual self storage facility, other developers, owners, and operators may have the capability to build additional facilities that may compete with our facilities. This competition for investments may reduce the number of suitable investment opportunities available to us and may reduce demand for self storage spaces in certain areas where our facilities are located, all of which may adversely affect our operating results. Additionally, an economic slowdown in a particular market could have a negative effect on our self storage revenues.
If competitors construct facilities that compete with our facilities, we may lose potential or existing customers and we may be pressured to discount our rental rates to retain customers. In addition, increased competition for customers may require us to make capital improvements to facilities that we would not otherwise make. As a result, our rental income could decline, which could have a material adverse impact on our business, financial condition, and results of operations.
The acquisition of new properties may give rise to difficulties in predicting revenue potential.
New acquisitions could fail to perform in accordance with our expectations. If we fail to accurately estimate occupancy levels, rental rates, operating costs, or costs of improvements to bring an acquired facility up to our standards, the performance of the facility may be below expectations. Properties we acquire may have characteristics or deficiencies affecting their valuation or revenue potential that we have not yet discovered. We cannot assure our stockholders that the performance of properties we acquire will increase or be maintained under our management.
We may be unable to promptly re-let units within our facilities at satisfactory rental rates.
Generally, our self storage unit leases are on a month-to-month basis. Delays in re-letting units as vacancies arise would reduce our revenues and could adversely affect our operating performance. In addition, lower-than-expected rental rates upon re-letting could adversely affect our rental revenues and impede our growth.
We may not be successful in identifying and consummating suitable acquisitions, or integrating and operating acquired properties, which may adversely impact our growth and results of operations.
We expect to make future acquisitions of self storage properties. We may not be successful in identifying and consummating suitable acquisitions that meet our criteria, which may impede our growth. We may encounter competition when we seek to acquire properties, especially for brokered portfolios. 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. Should we pay higher prices for self storage properties or other assets, our operating results may suffer. Furthermore, when we acquire self storage properties, we will be required to integrate them into our then-existing portfolio. The acquired properties may turn out to be less compatible with our acquisition strategy than originally anticipated, may cause disruptions in our operations, or may divert management’s
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attention away from day-to-day operations, which could impair our results of operations. Our ability to acquire or integrate properties may also be constrained by the following additional risks:
We depend on our property manager’s on-site personnel to maximize customer satisfaction at each of our facilities, and any difficulties our property manager encounters in hiring, training, and retaining skilled field personnel may adversely affect our rental revenues.
The customer service, marketing skills, knowledge of local market demand and competitive dynamics of our property manager’s 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. If our property manager is unable to successfully recruit, train, and retain qualified field personnel, our rental revenues may be adversely affected, which could impair our ability to make distributions to our stockholders.
Legal claims related to moisture infiltration and mold could arise in one or more of our properties, which could adversely affect our revenues.
There has been an increasing number of claims and litigation against owners and managers of rental and self storage properties relating to moisture infiltration, which can result in mold or other property damage. We cannot guarantee that moisture infiltration will not occur at one or more of our properties. When we receive a complaint concerning moisture infiltration, condensation or mold problems, and/or become aware that an air quality concern exists, we will implement corrective measures in accordance with guidelines and protocols we have developed with the assistance of outside experts. We cannot assure our stockholders that material legal claims relating to moisture infiltration and the presence of, or exposure to, mold will not arise in the future. These legal claims could require significant expenditures for legal defense representation which could adversely affect our revenues.
Delays in development and lease-up of our properties would reduce our profitability.
We may acquire properties that require repositioning or redeveloping such properties with the goal of increasing cash flow, value or both. Construction delays to new or existing self storage properties due to weather, unforeseen site conditions, personnel problems, and other factors could delay our anticipated customer occupancy plan which could adversely affect our profitability and cash flow. Furthermore, our estimate of the costs of repositioning or redeveloping an acquired property may prove to be inaccurate, which may result in our failure to meet our profitability goals. We may also encounter unforeseen cost increases associated with building materials or construction services resulting from trade tensions, disruptions, tariffs, duties or restrictions or an epidemic, pandemic or other health crisis, such as the COVID-19 outbreak. Additionally, we may acquire a new property that has a relatively low physical occupancy, and the cash flow from existing operations may be insufficient to pay the operating expenses associated with that property until the property is adequately leased. 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 and our ability to make distributions may be adversely affected.
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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.
The self storage facilities we own and operate are leased directly to customers who store their belongings without any immediate inspections or oversight from us. We may unintentionally lease space to groups engaged in illegal and dangerous activities. Damage to storage contents may occur due to, among other occurrences, the following: war, acts of terrorism, earthquakes, floods, hurricanes, pollution, environmental matters, fires or events caused by fault of a customer, fault of a third party, or fault of our own. Such damage may or may not be covered by insurance maintained by us, if any. Our customers are required to maintain their own insurance coverage on storage contents. Our Advisor will determine the amounts and types of insurance coverage that we will maintain, including any coverage over the contents of any properties in which we may invest. Such determinations will be made on a case-by-case basis by our advisor based on the type, value, location, and risks associated with each investment, as well as any lender requirements, among any other factors our advisor may consider relevant. There is no guarantee as to the type of insurance that we will obtain for any investments that we may make and there is no guarantee that any particular damage to storage contents would be covered by such insurance, even if obtained. The costs associated with maintaining such insurance, as well as any liability imposed upon us due to damage to storage contents, may have an adverse effect on our business, financial condition, and results of operations.
Additionally, although we require our customers to sign an agreement stating that they will not store flammable, hazardous, illegal, or dangerous contents in the self storage units, we cannot ensure that our customers will abide by such agreement. The storage of such materials might cause destruction to a facility or impose liability on us for the costs of removal or remediation if these various contents or substances are released on, from or in a facility, which may have a material adverse impact on our business, financial condition, and results of operations.
Our operating results may be affected by regulatory changes that have an adverse impact on our specific facilities, which may adversely affect our business, financial condition, and results of operations.
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. These special uses (i.e., hospitals, schools, housing, and self storage facilities) are allowed in that particular zoning classification only by obtaining a special use permit and the permission of local zoning authority. If we are delayed in obtaining or unable to obtain a special use permit where one is required, new developments or expansion of existing developments could be delayed or reduced. Additionally, certain municipalities require holders of a special use permit to have higher levels of liability coverage than is normally required. The acquisition of, or the inability to obtain, a special use permit and the possibility of higher levels of insurance coverage associated therewith may have an adverse effect on our business, financial condition, and results of operations.
General Risks Related to Investments in Real Estate
Our operating results will be affected by economic and regulatory changes that have an adverse impact on the real estate market in general, and we cannot assure stockholders that we will be profitable or that we will realize growth in the value of our real estate properties.
Our operating results will be subject to risks generally incident to the ownership of real estate, including:
These and other reasons may prevent us from being profitable or from realizing growth or maintaining the value of our real estate properties.
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We may suffer reduced or delayed revenues for, or have difficulty selling, properties with vacancies.
We anticipate that the majority of the properties we acquire will have some level of vacancy at the time of closing either because the property is in the process of being developed and constructed, it is newly constructed and in the process of obtaining tenants, or because of economic or competitive or other factors. Shortly after a new property is opened, during a time of development and construction, or because of economic or competitive or other factors, we may suffer reduced revenues resulting in lower cash distributions to you due to a lack of an optimum level of tenants. In addition, the resale value of the real property could be diminished because the market value may depend principally upon the value of the leases of such real property. In addition, because properties’ market values depend principally upon the occupancy rates, the resale value of properties with prolonged low occupancy rates could suffer, which could further reduce your return.
Our operating results may be negatively affected by our construction and development activities, whether as a result of an increased cost of labor and materials, or increased costs and risks associated with potential development and construction delays, each of which could diminish the return on a stockholder’s investment.
We may invest some or all of the proceeds available for investment in the acquisition, development, and/or redevelopment of properties upon which we will develop and construct improvements. We could incur substantial capital obligations in connection with these types of investments, including costs associated with an increase in the cost of the underlying labor and materials. We also will be subject to risks relating to uncertainties associated with rezoning for development and environmental concerns of governmental entities and/or community groups and our builder’s ability to control construction costs or to build in conformity with plans, specifications, and timetables. The builder’s failure to perform may necessitate legal action by us to rescind the purchase or the construction contract or to compel performance. Performance may also be affected or delayed by conditions beyond the builder’s control. Delays in completion of construction could also give tenants the right to terminate preconstruction leases for space at a newly developed project. We may incur additional risks when we make periodic progress payments or other advances to such builders prior to completion of construction. These and other such factors can result in increased costs of a project or loss of our investment. Substantial capital obligations could delay our ability to make distributions. In addition, we will be subject to normal lease-up risks relating to newly constructed projects. Furthermore, we must rely upon projections of rental income and expenses and estimates of the fair market value of property upon completion of construction when agreeing upon a price to be paid for the property at the time of acquisition of the property. If our projections are inaccurate, we may pay too much for a property, and the return on our investment could suffer.
In addition, we may invest in unimproved real property. Returns from development of unimproved properties are also subject to risks and uncertainties associated with rezoning the land for development and environmental concerns of governmental entities and/or community groups. Although our intention is to limit any investment in unimproved property to property we intend to develop, your investment nevertheless is subject to the risks associated with investments in unimproved real property.
We may obtain only limited warranties when we purchase a property.
The seller of a property will often sell such property in its “as is” condition on a “where is” basis and “with all faults,” without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase agreements may contain only limited warranties, representations, and indemnifications that will only survive for a limited period after the closing. Also, many sellers of real estate are single purpose entities without significant other assets. 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 the loss of rental income from that property.
If we enter into non-compete agreements with the sellers of the properties that we acquire, and the terms of those agreements expire, the sellers may compete with us within the general location of one of our properties, which could have an adverse effect on our operating results and returns to our stockholders.
We may enter into non-compete agreements with the sellers of the properties that we acquire in order to prohibit the seller from owning, operating, or being employed by a competing property for a predetermined time frame and within a geographic radius of a property we acquire. When these non-compete agreements expire, we may face the risk that the seller will develop, own, operate or become employed by a competing property within the general location of one of our properties, which could have an adverse effect on our operating results and returns to our stockholders.
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Costs of complying with governmental laws and regulations, including those relating to environmental matters, may adversely affect our income and the cash available for distribution.
All real property, including our self storage properties, and the operations conducted on real property are subject to federal, state, and local laws and regulations relating to environmental protection and human health and safety. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation, and disposal of solid and hazardous materials, and the remediation of contamination associated with disposals. Some of these laws and regulations may impose joint and several liability on customers, owners, or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. This liability could be substantial. In addition, the presence of hazardous substances, or the failure to properly remediate these substances, may adversely affect our ability to sell or rent a property, or to pledge such property as collateral for future borrowings.
Some of these laws and regulations have been amended so as to require compliance with new or more stringent standards as of future dates. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require us to incur material expenditures. Future laws, ordinances or regulations may impose material environmental liability. 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. In addition, there are various local, state, and federal fire, health, life-safety, and similar regulations with which we may be required to comply, and that may subject us to liability in the form of fines or damages for noncompliance. Any material expenditures, fines, or damages we must pay will reduce our ability to continue to pay distributions at the current rate to our stockholders and may reduce the value of our stockholders’ investments.
We cannot assure our stockholders that the independent third party environmental assessments we obtain prior to acquiring any properties we purchase will reveal all environmental liabilities or that a prior owner of a property did not create a material environmental condition not known to us. We cannot predict what other environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted, or what environmental conditions may be found to exist in the future. We cannot assure our stockholders that our business, assets, results of operations, liquidity, or financial condition will not be adversely affected by these laws, which may adversely affect cash available for distribution, and the amount of distributions to our stockholders.
Costs of complying with governmental laws and regulations, including those relating to regulations accommodating disabilities, may affect cash available for distribution.
We are subject to various rules, regulations and standards with respect to accommodations we must make for individuals with disabilities. For example, in the United States, under the Americans with Disabilities Act of 1990, or ADA, all public accommodations and commercial facilities are required to meet certain federal requirements related to access and use by disabled persons. We are also subject to similar requirements in Ontario, Canada, under the Accessibility for Ontarians with Disabilities Act, or AODA. Under these regulations, places of public accommodation, which include our self storage facilities, are required to comply with certain requirements related to access and use by disabled persons. 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. However, we cannot assure our stockholders that we will be able to acquire properties or allocate responsibilities in this manner. If we cannot, our funds used for such compliance may affect cash available for distribution and the amount of distributions to our stockholders.
Our inability to sell a property when we desire to do so could adversely impact our ability to pay cash distributions to our stockholders.
The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates, and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any property for the price or on the terms set by us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We cannot predict the length of time needed to find a willing purchaser and to close the sale of a property. Real estate generally cannot be sold quickly. Also, the tax laws applicable to REITs require that we hold our properties for investment, rather than for sale in the ordinary course of business, which may cause us to forego or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to dispose of properties promptly, or on favorable terms, in response to economic or other market conditions, and this may adversely impact our ability to make distributions to our stockholders.
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In addition, we may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure our stockholders that we will have funds available to correct such defects or to make such improvements.
In acquiring a property, we may agree to restrictions that prohibit the sale of that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These provisions would also restrict our ability to sell a property.
We may not be able to sell our properties at a price equal to, or greater than, the price for which we purchased such properties, which may lead to a decrease in the value of our assets.
We may be purchasing our properties at a time when capitalization rates are at historically low levels and purchase prices are high. Therefore, the value of our properties may not increase over time, which may restrict our ability to sell our properties, or in the event we are able to sell such property, may lead to a sale price less than the price that we paid to purchase the properties.
We may acquire or finance properties with lock-out provisions, which may prohibit us from selling a property, or may require us to maintain specified debt levels for a period of years on some properties.
Lock-out provisions are provisions that generally prohibit repayment of a loan balance for a certain number of years following the origination date of a loan. Such provisions are typically provided for by the Internal Revenue Code or the terms of the agreement underlying a loan. Lock-out provisions could materially restrict us from selling or otherwise disposing of or refinancing properties. These provisions would affect our ability to turn our investments into cash and thus affect cash available for distribution to you. In some circumstances, lock-out provisions may prohibit us from reducing or increasing the amount of indebtedness with respect to any properties.
Lock-out provisions could impair our ability to take actions during the lock-out period that would otherwise be in your best interests and, therefore, may have an adverse impact on the value of the shares, relative to the value that would result if the lock-out provisions did not exist. In particular, lock-out 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 the best interests of our stockholders.
If we sell properties by providing financing to purchasers, defaults by the purchasers would adversely affect our cash flows.
If we decide to sell any of our properties, we intend to use our best efforts to sell them for cash. However, in some instances we may sell our properties by providing financing to purchasers. When we provide financing to purchasers, we will bear the risk that the purchaser may default, which could negatively impact our cash distributions to stockholders. Even in the absence of a purchaser default, the distribution of the proceeds of sales to our stockholders, or their reinvestment in other assets, will be delayed until the promissory notes or other property we may accept upon the sale are actually paid, sold, refinanced, or otherwise disposed of. In some cases, we may receive initial down payments in cash and other property in the year of sale in an amount less than the selling price and subsequent payments will be spread over a number of years. If any purchaser defaults under a financing arrangement with us, it could negatively impact our ability to make distributions to our stockholders.
Rising expenses could reduce cash flow and funds available for future acquisitions.
If any property is not fully occupied or if rents are being paid in an amount that is insufficient to cover operating expenses, we could be required to expend funds for that property’s operating expenses. Our properties will be subject to increases in tax rates, utility costs, operating expenses, insurance costs, repairs, and maintenance and administrative expenses.
If we are unable to offset such cost increases through rent increases, we could be required to fund those increases in operating costs which could adversely affect funds available for future acquisitions or cash available for distribution.
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If we suffer losses that are not covered by insurance or that are in excess of insurance coverage, we could lose invested capital and anticipated profits.
Material losses may occur in excess of insurance proceeds with respect to any property, as insurance may not be sufficient to fund the losses. However, there are types of losses, generally of a catastrophic nature, such as losses due to wars, acts of terrorism, earthquakes, floods, fires, hurricanes, pollution, or environmental matters, which are either uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. In addition, we may decide not to obtain any or adequate earthquake or similar catastrophic insurance coverage because the premiums are too high even in instances where it may otherwise be available. Insurance risks associated with potential terrorist acts could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, mortgage lenders in some cases have begun to insist that commercial property owners purchase specific coverage against terrorism as a condition for providing mortgage loans. It is uncertain whether such insurance policies will be available, or available at reasonable cost, which could inhibit our ability to finance or refinance our potential properties. In these instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. We cannot assure you that we will have adequate coverage for such losses. The Terrorism Risk Insurance Act of 2002 is designed for a sharing of terrorism losses between insurance companies and the federal government. We cannot be certain how this act will impact us or what additional cost to us, if any, could result. If such an event damaged or destroyed one or more of our properties, we could lose both our invested capital and anticipated profits from such property.
Delays in the acquisition, development, and construction of properties may have adverse effects on our results of operations and returns to our stockholders.
Delays we encounter in the selection, acquisition, and development of real properties could adversely affect your returns. From time to time we may acquire unimproved real property, properties that are in need of redevelopment, or properties that are under development or construction. Investments in such properties will be subject to the uncertainties associated with the development and construction of real property, including those related to re-zoning land for development, environmental concerns of governmental entities and/or community groups, and our builders’ ability to build in conformity with plans, specifications, budgets, and timetables. If a builder fails to perform, we may resort to legal action to rescind the purchase or the construction contract or to compel performance. A builder’s performance may also be affected or delayed by conditions beyond the builder’s control. Further, rising inflation may have an effect on the budgets of our development and construction projects by increasing the costs necessary to complete such projects.
Where properties are acquired prior to the start of construction or during the early stages of construction, it will typically take up to 24 months or more to complete construction, prior to beginning to lease the available space, which can take as long as or longer than the construction process. Therefore, you could suffer delays in the receipt of cash distributions attributable to those particular real properties. We may incur additional risks when we make periodic progress payments or other advances to builders before they complete construction. These and other factors can result in increased costs of a project or loss of our investment. We also must rely on rental income and expense projections and estimates of the fair market value of a property upon completion of construction when agreeing upon a purchase price at the time we acquire the property. If our projections are inaccurate, we may pay too much for a property, and the return on our investment could suffer.
Increases in interest rates may adversely affect the demand for our shares.
One of the factors that influence the demand for purchase of our shares is the annual rate of distributions that we pay on our shares, as compared with interest rates. An increase in interest rates may lead potential purchasers of our shares to demand higher annual distribution rates, which could adversely affect our ability to sell our shares and raise proceeds in this offering, which could result in a less diversified portfolio of real estate.
Property taxes may increase, which will adversely affect our net operating income and cash available for distributions.
Each of the properties we acquire will be subject to real property taxes, which represents a significant component of our properties' annual operating expenses. Some local real property tax assessors may seek to reassess some of our properties as a result of our acquisition of the property. From time to time, our property taxes may increase as property values or assessment rates change or for other reasons deemed relevant by the assessors. Recent local government shortfalls in tax revenue may cause pressure to increase tax rates or assessment levels. Increases in real property taxes will adversely affect our net operating income and cash available for distributions.
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We will be subject to risks associated with joint venture partners in joint venture arrangements that otherwise may not be present in other real estate investments.
We may enter into joint ventures with respect to a portion of the properties we acquire. Ownership of joint venture interests involves risks generally not otherwise present with an investment in real estate such as the following:
Any of the above might subject a property to liabilities in excess of those contemplated and thus reduce the amount available for distribution to our stockholders.
In the event that our interests become adverse to those of the other joint venture partners, we may not have the contractual right to purchase the joint venture interests from the other joint venture partners. Even if we are given the opportunity to purchase such joint venture interests in the future, we cannot guarantee that we will have sufficient funds available at the time to purchase such joint venture interests. We may not be able to sell our interest in a property at the time we would like to sell, such as at a time when the other joint venture partners in such property do not desire to sell their interests. In addition, we anticipate that it will be much more difficult to find a willing buyer for our joint venture interests in a property than it would be to find a buyer for a property we owned outright.
Investments in properties or other real estate investments outside the United States subject us to foreign currency risks, which may adversely affect distributions and our REIT status.
Revenues generated from any properties or other real estate investments we acquire or ventures we enter into relating to transactions involving assets located in markets outside the United States likely will be denominated in the local currency. Therefore, any investments we make outside the United States may subject us to foreign currency risk due to potential fluctuations in exchange rates between foreign currencies and the U.S. Dollar (“USD”). As a result, changes in exchange rates of any such foreign currency to USD may affect our revenues, operating margins, and distributions, and may also affect the book value of our assets and the amount of stockholders’ equity.
Changes in foreign currency exchange rates used to value a REIT’s foreign assets may be considered changes in the value of the REIT’s assets. These changes may adversely affect our ability to qualify as a REIT. Further, bank accounts in foreign currency which are not considered cash or cash equivalents may adversely affect our ability to qualify as a REIT.
Changes in the Canadian Dollar/USD exchange rate could have a material adverse effect on our operating results and value of the investment of our stockholders.
We may acquire joint venture interests and properties in Canada. As a result, our financial results may be adversely affected by fluctuations in the Canadian Dollar/USD exchange rate. We cannot predict with any certainty changes in foreign currency exchange rates or our ability to mitigate these risks. Several factors may affect the Canadian Dollar/USD exchange rate, including:
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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.
We are subject to additional risks as a result of any joint venture interest or properties we acquire in Canada.
In addition to currency exchange rates, the value of any joint venture interests or properties we acquire in Canada may be affected by factors peculiar to the laws and business practices of Canada. Canadian laws and business practices may expose us to risks that are different from and in addition to those commonly found in the United States. Ownership and operation of foreign assets pose several risks, including, but not limited to the following:
Changes in U.S. trade policy, including significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries, could have a material adverse effect on our business.
In 2025, the U.S. government imposed tariffs on products manufactured in several jurisdictions outside the United States, including China, Canada, and Mexico, and has since made announcements regarding the potential imposition of tariffs
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on other jurisdictions. Additionally, the United States, Mexico and Canada are parties to the United States-Mexico-Canada Agreement (the “USMCA”), which replaced the North American Free Trade Agreement in 2020. The United States has recently indicated that it intends to negotiate changes to the USMCA in 2026, which changes could further affect the trade relationship between the United States, Canada, and Mexico, including certain tariff exemptions that are currently available to goods that comply with the terms of the USMCA. U.S. trade policy has been and is expected to continue to be dynamic, and the U.S. government may in the future impose, reimpose, increase, or pause tariffs, and countries subject to such tariffs have and, in the future may, impose reciprocal tariffs or impose other protectionist or retaliatory trade measures in response. Any of these actions could increase uncertainties and risks relating to our property operations in Canada.
Risks Associated with Debt Financing
We have broad authority to incur debt, and high debt levels could hinder our ability to continue to pay distributions at the current rate and could decrease the value of our stockholders’ investments.
Our charter generally limits us to incurring debt no greater than 300% of our net assets, as defined (equivalent to 75% leverage), unless any excess borrowing is approved by a majority of our independent directors and disclosed to our stockholders in our next quarterly report, along with a justification for such excess borrowing. High debt levels would cause us to incur higher interest charges, would result in higher debt service payments, and could be accompanied by restrictive covenants, including covenants restricting our ability to make distributions. These factors could limit the amount of cash we have available to distribute and could result in a decline in the value of our stockholders’ investments.
We may incur mortgage indebtedness and other borrowings, which may increase our business risks.
While we intend to use medium-to-high leverage (between 50% to 60%) during our offerings, we may place permanent financing on our properties or obtain credit facilities or other similar financing arrangements in order to acquire properties as funds are being raised in in our offerings, including loans from affiliates of our sponsor. We may also decide to later further leverage our properties. We may incur mortgage debt and pledge all or some of our real properties as security for that debt to obtain funds to acquire real properties. We may borrow if we need funds to pay a desired distribution rate to our stockholders. We may also borrow if we deem it necessary or advisable to assure that we qualify and maintain our qualification as a REIT for federal income tax purposes. If there is a shortfall between the cash flow from our properties and the cash flow needed to service mortgage debt, then the amount available for distribution to stockholders may be reduced.
If we breach covenants under our loans, we could be held in default under such loans, which could accelerate our repayment date and materially adversely affect the value of our stockholders’ investment in us.
Certain of our loans are secured by first mortgages on some of our properties, and other loans are secured by pledges of equity interests in the entities that own certain of our properties. Such loans also impose a number of financial or other covenant requirements on us. If we should breach certain of those financial or other covenant requirements, or otherwise default on such loans or notes, then the respective lenders could accelerate our repayment dates. If we do not have sufficient cash to repay the applicable loan at that time, such lenders could foreclose on the property securing the applicable loan or take control of the pledged collateral, as the case may be. Such foreclosure could result in a material loss for us and would adversely affect the value of our stockholders’ investment in us.
We have incurred, and intend to continue to incur, indebtedness secured by our properties, which may result in foreclosure.
Most of our borrowings to acquire properties will be secured by mortgages on our 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. To the extent lenders require us to cross-collateralize our properties, or our loan agreements contain cross-default provisions, a default under a single loan agreement could subject multiple properties to foreclosure.
High interest rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire and the amount of cash distributions we can make.
If we place mortgage debt on properties, we run the risk of being unable to refinance the properties when the loans come due, or of being unable to refinance on favorable terms. If interest rates are higher when the properties are refinanced, we may not be able to finance the properties and our income could be reduced. If any of these events occur, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to stockholders. Further, higher interest rates
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may also increase our funding costs, limit our access to capital markets, or negatively impact our ability to obtain financing for the acquisition of properties, particularly from the debt markets. This may hinder our ability to raise more capital by issuing more stock or by borrowing additional funds, which could reduce the number of properties we can acquire.
Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.
When providing financing, a lender could impose restrictions on us that affect our distribution and operating policies and our ability to incur additional debt. Loan documents we enter into may contain covenants that limit our ability to further mortgage the property, discontinue insurance coverage, or replace our Advisor. While mortgage debt is generally non-recourse, mortgage lenders may require that we enter into guaranty agreements under which we guaranty the full repayment of the debt under certain circumstances. In addition, lenders may require that we enter into environmental indemnity agreements under which we will indemnify the lender for certain environmental losses incurred by the lender. These or other limitations may adversely affect our flexibility and limit our ability to make distributions to our stockholders.
Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to make distributions to our stockholders.
Interest we pay will reduce cash available for distribution. Additionally, if we incur variable rate debt, increases in interest rates would increase our interest costs, which could reduce our cash flows and our ability to make distributions to stockholders. In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investments in properties at times that may not permit realization of the maximum return on such investments. In 2022, the U.S. Federal Reserve raised interest rates on multiple occasions and continued to increase interest rates in 2023 although at a slower pace. While the U.S. Federal Reserve began to decrease interest rates in 2024 and again slightly in 2025, any further increases by the U.S. Federal Reserve or other relevant central banks would increase the risk of the foregoing.
The failure of any bank in which we deposit our funds could reduce the amount of cash we have available to fund our capital and operating needs and distributions.
The Federal Deposit Insurance Corporation, or FDIC, generally only insures limited amounts per depositor per insured bank. The FDIC insures up to $250,000 per depositor per insured bank account. At December 31, 2025, we had cash and cash equivalents exceeding these federally insured levels. If any of the banking institutions in which we have deposited funds ultimately fail, we may lose our deposits over the federally insured levels. The loss of our deposits would reduce the amount of cash we have available to fund our capital and operating needs and distributions.
Federal Income Tax Risks
Failure to continue to qualify as a REIT would adversely affect our operations and our ability to continue to pay distributions at our current level as we will incur additional tax liabilities.
We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2021. We believe that our organization and method of operation has enabled and will continue to enable us to meet the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes. Qualification as a REIT involves highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. Our qualification as a REIT will depend upon our ability to meet, through investments, actual operating results, distributions and satisfaction of specific stockholder rules, the various tests imposed by the Code.
If we fail to qualify as a REIT for any taxable year, we will be subject to federal income tax on our taxable income at the regular corporate rate, which would reduce our net earnings available for investment or distribution to stockholders. If our REIT status is terminated for any reason, we would generally be disqualified from treatment as a REIT for the four taxable years following the year of such termination. In addition, we would no longer be required to make distributions to stockholders, and distributions we do make would no longer qualify for the dividends paid deduction. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax and redeem holders of the Series A Convertible Preferred Stock.
Qualification as a REIT is subject to the satisfaction of tax requirements and various factual matters and circumstances that are not entirely within our control. New legislation, regulations, administrative interpretations or court decisions could
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change the tax laws with respect to qualification as a REIT or the federal income tax consequences of being a REIT. Our failure to continue to qualify as a REIT would adversely affect the return of our stockholders’ investment.
To qualify as a REIT, and to avoid the payment of U.S. federal income and excise taxes and maintain our REIT status, we may be forced to borrow funds, use proceeds from the issuance of securities, or sell assets to pay distributions, which may result in our distributing amounts that may otherwise be used for our operations.
To obtain the favorable tax treatment accorded to REITs, we normally will be required each year to distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and by excluding net capital gains. We will be subject to federal income tax on our undistributed REIT taxable income and net capital gain and subject to a 4% nondeductible excise tax on any amount by which dividends we pay with respect to any calendar year are less than the sum of (1) 85% of our ordinary income, (2) 95% of our capital gain net income, and (3) 100% of our undistributed income from prior years. These requirements could cause us to distribute amounts that otherwise would be spent on the acquisition, maintenance or development of properties and it is possible that we might be required to borrow funds, use proceeds from the issuance of securities or sell assets in order to distribute enough of our taxable income to maintain our REIT status and to avoid the payment of federal income and excise taxes. We may be required to make distributions to stockholders at times it would be more advantageous to reinvest cash in our business or when we do not have cash readily available for distribution, and we may be forced to liquidate assets on terms and at times unfavorable to us. These methods of obtaining funding could affect future distributions by increasing operating costs and decreasing available cash.
If any partnership of ours fails to maintain its status as a partnership for federal income tax purposes, its income would be subject to taxation and our REIT status would be terminated.
We intend to maintain the status of our partnerships, including our operating partnership, as partnerships for federal income tax purposes. However, if the Internal Revenue Service (“IRS”) were to successfully challenge the status of any of our partnerships as a partnership, then it would be taxable as a corporation. Such an event would reduce the amount of distributions that such partnership could make to us. This would also result in our losing REIT status and becoming subject to a corporate level tax on our own income. This would substantially reduce our cash available to pay distributions and the return on our stockholders’ investments. In addition, if any of the entities through which any of our partnerships owns its properties, in whole or in part, loses its characterization as a partnership for federal income tax purposes, then it would become subject to taxation as a corporation, thereby reducing distributions to such partnership. Such a recharacterization of any of our partnerships or an underlying property owner could also threaten our ability to maintain REIT status.
We may be required to pay some taxes due to actions of our taxable REIT subsidiary which would reduce our cash available for distribution to our stockholders.
Any net taxable income earned directly by our taxable REIT subsidiary, or through entities that are disregarded for federal income tax purposes, which are wholly-owned by our taxable REIT subsidiary, will be subject to federal and possibly state corporate income tax. We have elected or intend to elect to treat the TRS as a taxable REIT subsidiary, and we may elect to treat other subsidiaries as taxable REIT subsidiaries in the future. In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. For example, a taxable REIT subsidiary is limited in its ability to deduct certain interest payments made to an affiliated REIT. In addition, the REIT has to pay a 100% penalty tax on some payments that it receives or on some deductions taken by a taxable REIT subsidiary if the economic arrangements between the REIT, the REIT’s customers, and the taxable REIT subsidiary are not comparable to similar arrangements between unrelated parties. Finally, some state and local jurisdictions may tax some of our income even though as a REIT we are not subject to federal income tax on that income because not all states and localities follow the federal income tax treatment of REITs. To the extent that we and our affiliates are required to pay federal, state, and local taxes, we will have less cash available for distributions to our stockholders.
If we were considered to actually or constructively pay a “preferential dividend” to our stockholders, our status as a REIT could be adversely affected.
As discussed above, in order to qualify as a REIT, we must distribute annually to our stockholders at least 90% of our REIT taxable income (which may not equal net income as calculated in accordance with GAAP in the United States), determined without regard to the deduction for distributions paid and excluding net capital gains. In order for distributions to be counted as satisfying the annual distribution requirements for REITs, and to provide us with a REIT-level tax deduction,
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the distributions must not be “preferential dividends.” A dividend is not a preferential dividend if the distribution is pro rata among all outstanding shares of stock within a particular class, and in accordance with any preferences among different classes of stock as set forth in our organizational documents. Currently, there is uncertainty as to the IRS’s position regarding whether certain arrangements involving REITs could give rise to the inadvertent payment of a preferential dividend (e.g., the pricing methodology for stock purchased under a distribution reinvestment plan, the terms of stock redemptions, or the allocation of certain fees among different classes of stock), except as otherwise set forth with respect to a particular REIT in a private letter ruling from the IRS to such REIT. We believe that differences in dividends distributed to holders of Class A shares as compared to Class T shares, Class Y shares, Class W shares and Class Z shares, as a result of the stockholder servicing fees and dealer manager servicing fees, respectively, will not result in preferential dividends. However, we have not applied for a ruling from the IRS with respect to our multi-class stock structure or our ability to deduct dividend payments in connection with that structure and its possible effect on our qualification as a REIT. We have received the opinion of Nelson Mullins that our class structure complies with current tax law requirements and that dividend payments by us will be deductible and will not adversely affect our qualification as a REIT. This opinion has been issued in connection with our Public Offering. Opinions of counsel are not binding on the IRS or on any court. Therefore, if the IRS were to successfully assert that we paid a preferential dividend, we may be deemed to have either (a) distributed less than 100% of our REIT taxable income and therefore be subject to tax on the undistributed portion, or (b) distributed less than 90% of our REIT taxable income, in which case our status as a REIT could be terminated if we were unable to cure such failure.
Our stockholders may have tax liability on distributions they elect to reinvest in our common stock.
If our stockholders participate in our distribution reinvestment plan, then for federal income tax purposes our stockholders will be deemed to have been distributed an amount equal to the fair market value of the stock purchased pursuant to the Distribution Reinvestment Plan. As a result, unless a stockholder is a tax-exempt entity, such stockholder may have to use funds from other sources to pay its tax liability on amounts deemed distributed to it.
In certain circumstances, we may be subject to federal and state income taxes as a REIT, which would reduce our cash available for distribution to our stockholders.
Even if we qualify and maintain our status as a REIT, we may be subject to federal income taxes or state taxes. For example, net income from a “prohibited transaction” will be subject to a 100% tax. We may not be able to make sufficient distributions to avoid excise taxes applicable to REITs. We may also decide to retain income we earn from the sale or other disposition of our property and pay income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability. 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.
Distributions to tax-exempt investors may be classified as unrelated business taxable income.
Neither ordinary nor capital gain distributions with respect to our common stock, nor gain from the sale of common stock, should generally constitute unrelated business taxable income, or UBTI, to a tax-exempt investor. However, there are certain exceptions to this rule. In particular:
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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. We may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution, or we may be required to liquidate otherwise attractive investments in order to comply with the REIT tests. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.
Legislative or other actions affecting REITs materially and adversely affect our stockholders and us.
Individuals with incomes below certain thresholds are subject to federal income taxation on qualified dividends at a maximum rate of 15%. For those with income above such thresholds, the qualified dividend rate is 20%. These tax rates are generally not applicable to distributions paid by a REIT, unless such distributions represent earnings on which the REIT itself has been taxed. As a result, distributions (other than capital gain distributions) we pay to individual investors generally will be subject to the tax rates that are otherwise applicable to ordinary income for federal income tax purposes, subject to a 20% deduction for REIT dividends. This disparity in tax treatment may make an investment in our shares comparatively less attractive to individual investors than an investment in the shares of non-REIT corporations, and could have an adverse effect on the value of our common stock. Stockholders are urged to consult with their own tax advisors with respect to the impact of recent legislation on their investment in our common stock and the status of legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our common stock. Stockholders should also note that our legal counsel’s tax opinion assumes that no legislation will be enacted after the date of such opinion that will be applicable to an investment in our shares.
Foreign purchasers of our common stock may be subject to FIRPTA tax upon the sale of their shares.
A foreign person disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests, is generally subject to a tax, known as FIRPTA tax, on the gain recognized on the disposition. Such FIRPTA tax does not apply, however, to the disposition of stock in a REIT if the REIT is “domestically controlled.” A REIT is “domestically controlled” if less than 50% of the REIT’s stock, by value, has been owned directly or indirectly by persons who are not qualifying U.S. persons during a continuous five-year period ending on the date of disposition or, if shorter, during the entire period of the REIT’s existence.
We cannot assure our stockholders that we will qualify as a “domestically controlled” REIT. If we were to fail to so qualify, gain realized by foreign investors on a sale of our shares would be subject to FIRPTA tax, unless our shares were traded on an established securities market and the foreign investor did not at any time during a specified testing period directly or indirectly own more than 10% of the value of our outstanding common stock.
To the extent our distributions represent a return of capital for tax purposes, our stockholders could recognize an increased capital gain upon a subsequent sale of their common stock.
Distributions in excess of our current and accumulated earnings and profits and not treated by us as a dividend will not be taxable to a stockholder to the extent those distributions do not exceed the stockholder’s adjusted tax basis in his or her common stock, but instead will constitute a return of capital and will reduce such adjusted basis. (Such distributions to Non-U.S. Stockholders may be subject to withholding, which may be refundable.) If distributions exceed such adjusted basis, then such adjusted basis will be reduced to zero and the excess will be capital gain to the stockholder. If distributions result in a reduction of a stockholder’s adjusted basis in his or her common stock, then subsequent sales of such stockholder’s common stock potentially will result in recognition of an increased capital gain.
ERISA Risks
There are special considerations that apply to qualified pension or profit-sharing trusts or IRAs investing in our shares which could cause an investment in our company to be a prohibited transaction and could result in additional tax consequences.
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:
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Persons investing the assets of employee benefit plans, IRAs, and other tax-favored benefit accounts should consider ERISA and related risks of investing in the shares.
ERISA and Code Section 4975 prohibit certain transactions that involve (1) certain pension, profit-sharing, employee benefit, or retirement plans or individual retirement accounts and Keogh plans, and (2) any person who is a “party-in-interest” or “disqualified person” with respect to such a plan. Consequently, the fiduciary of a plan contemplating an investment in the shares should consider whether we, any other person associated with the issuance of the shares, or any of their affiliates is or might become a “party-in-interest” or “disqualified person” with respect to the plan and, if so, whether an exemption from such prohibited transaction rules is applicable. In addition, the Department of Labor (“DOL”) plan asset regulations provide that, subject to certain exceptions, the assets of an entity in which a plan holds an equity interest may be treated as assets of an investing plan, in which event the underlying assets of such entity (and transactions involving such assets) would be subject to the prohibited transaction provisions. 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.
General Risk Factors
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.
We rely heavily on communications and information systems to conduct our business. Information security risks for our business have generally increased in recent years in part because of the proliferation of new technologies; the use of the Internet and telecommunications technologies to process, transmit and store electronic information, including the management and support of a variety of business processes, including financial transactions and records, personally identifiable information, and tenant and lease data; and the increased sophistication and activities of organized crime, hackers, and terrorists, activists, and other external parties. As customer, public, and regulatory expectations regarding operational and information security have increased, our operating systems and infrastructure must continue to be safeguarded and monitored for potential failures, disruptions, and breakdowns. Our business, financial, accounting, and data processing systems, or other operating systems and facilities, may stop operating properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond our control. For example, there could be electrical or telecommunication outages; natural disasters such as earthquakes, tornadoes, and hurricanes; disease pandemics; events arising from local or larger scale political or social matters, including terrorist acts; and as described below, cyber attacks.
Our business relies on its digital technologies, computer and email systems, software and networks to conduct its operations. Although we have information security procedures and controls in place, our technologies, systems and networks and, because the nature of our business involves the receipt and retention of personal information about our customers, our customers’ personal accounts may become the target of cyber attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss, or destruction of our or our customers’ or other third parties’ confidential information. Third parties with whom we do business or who facilitate our business activities, including intermediaries or vendors that provide service or security solutions for our operations, and other third parties, could also be sources of operational and information security risk to us, including from breakdowns or failures of their own systems or capacity constraints. In addition, hardware, software or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security.
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While we have disaster recovery and other policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. Our risk and exposure to these matters remain heightened because of the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of our controls, processes, and practices designed to protect our systems, computers, software, data, and networks from attack, damage or unauthorized access remain a focus for us. As threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate information security vulnerabilities. Disruptions or failures in the physical infrastructure or operating systems that support our businesses and customers, or cyber attacks or security breaches of the networks, systems or devices that our customers use to access our products and services, could result in customer attrition, loss of or damage to our proprietary or confidential information, including with respect to our tenants or other third parties, regulatory fines, penalties or intervention, reputation damage, reimbursement or other compensation costs, and/or additional compliance costs, any of which could have a material effect on our business, financial condition, or results from operations. Furthermore, if such attacks are not detected immediately, their effect could be compounded.
We face risks related to an epidemic, pandemic or other health crisis, such as the COVID-19 pandemic, 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. A health crisis such as an epidemic or pandemic, such as the COVID-19 pandemic, could cause weaknesses 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. Additionally, we typically conduct aspects of our leasing activity at our facilities, as well as the offering of various ancillary products, including moving and packing supplies, such as locks and boxes, and other services, such as protection plans, tenant insurance or similar programs. Accordingly, reductions in the ability and willingness of customers to visit our facilities due to such health crises could reduce rental revenue and ancillary operating revenue produced by our facilities. Concerns relating to such health crises could also impact the availability of our personnel to report for work at our facilities, which could adversely affect our ability to adequately manage our facilities.
We may become subject to greater liability due to changing regulations and laws regarding cybersecurity, which could materially adversely effect our business, operations, results of operations and profitability.
Regulators have been imposing new data privacy and security requirements, including new and greater monetary fines for privacy violations. These laws and regulations may be broad in scope and subject to evolving interpretations and increasing enforcement, and we may incur costs to monitor compliance and alter our practices. Moreover, certain new and existing data privacy laws and regulations could diverge and conflict with each other in certain respects, which makes compliance increasingly difficult. Complying with new regulatory requirements could require us to incur substantial expenses or require us to change our business practices, either of which could harm our business. As regulators have become increasingly focused on information security, data collection and use and privacy, we may be required to devote significant additional resources to modify and enhance our information security controls and to identify and remediate vulnerabilities, which could adversely impact our results of operations and profitability. Any compromise or breach of our systems could result in adverse publicity, harm our reputation, lead to claims against us and affect our relationships with our Advisor, our Dealer Manager, service providers (including our transfer agent), tenants, or other third parties, any of which could have a material adverse effect on our business, operations, results of operations and profitability.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
We take a comprehensive approach to cybersecurity and prioritize the security and integrity of our data, including those of our customers and other stakeholders, as a top priority. Our board of directors (in particular our audit committee) and our management are actively involved in the oversight of our risk management program, of which cybersecurity represents an important component. As described in more detail below, we have established policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats. We have devoted significant resources to
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implement and maintain security measures to meet regulatory requirements and stakeholder expectations, and we intend to continue to make appropriate investments to maintain the security and integrity of our data. There can be no guarantee that our established policies, standards, processes and practices will be properly followed in every instance or that they will be effective at mitigating all cybersecurity threats. Although our risk factors include further detail about the material cybersecurity risks we face, we believe that risks from cybersecurity threats, have
Risk Management and Strategy
Collaboration
Our cybersecurity risks are identified and addressed through a comprehensive, cross-functional approach. Key security, risk, and compliance stakeholders meet regularly to develop strategies for preserving the confidentiality, integrity and availability of Company and customer information, identifying, preventing and mitigating cybersecurity threats. We maintain controls and procedures that are designed to ensure prompt escalation of certain cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management and our board of directors in a timely manner.
Risk 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). The results of the assessment are used to drive alignment on, and prioritization of, initiatives to enhance our security controls, make recommendations to improve processes. Our board of directors and members of management, as appropriate, are presented with any updates we make due to our risk assessment.
Technical Safeguards
We regularly assess and deploy technical safeguards designed to protect our information systems from cybersecurity threats. Such safeguards are regularly evaluated and improved based on vulnerability assessments, cybersecurity threat intelligence and other developing cybersecurity practices.
Incident Response and Recovery Planning
We have established comprehensive incident response and recovery plans and continue to evaluate the effectiveness of those plans. Our incident response and recovery plans address — and guide our response to — a cybersecurity incident.
Third-Party Risk Management
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Education and Awareness
We regularly remind employees of the importance of handling and protecting customer and employee data, including through annual certifications of our policies as well as periodic security training to enhance employee awareness of how to detect and respond to cybersecurity threats.
Governance
In addition, our Sponsor's Chief Information Officer supports our company by staying informed about and monitoring efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include: briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources; and alerts and reports produced by security tools deployed in the IT environment.
ITEM 2. PROPERTIES
As of December 31, 2025, we owned 24 operating self storage facilities located in seven states (Arizona, Delaware, Florida, Nevada, Oregon, Pennsylvania and Washington) and three Canadian provinces (Alberta, British Columbia and Ontario), comprising approximately 19,115 units and approximately 2.1 million rentable square feet.
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.
As of December 31, 2025, our wholly-owned operating self storage portfolio was comprised as follows:
State |
|
No. of |
|
Units(1) |
|
Sq. Ft. |
|
% of Total |
|
Physical |
|
Rental |
Alberta |
|
1 |
|
495 |
|
48,800 |
|
2% |
|
89% |
|
3% |
Arizona |
|
4 |
|
2,850 |
|
378,720 |
|
17% |
|
94% |
|
15% |
British Columbia |
|
1 |
|
925 |
|
59,180 |
|
3% |
|
88% |
|
4% |
Delaware |
|
1 |
|
820 |
|
80,545 |
|
4% |
|
84% |
|
3% |
Florida |
|
4 |
|
2,585 |
|
334,615 |
|
16% |
|
90% |
|
11% |
Nevada |
|
1 |
|
335 |
|
51,900 |
|
2% |
|
94% |
|
3% |
Ontario |
|
9 |
|
8,680 |
|
935,635 |
|
44% |
|
85% |
|
50% |
Oregon |
|
1 |
|
520 |
|
55,830 |
|
3% |
|
96% |
|
3% |
Pennsylvania |
|
1 |
|
810 |
|
78,040 |
|
4% |
|
91% |
|
4% |
Washington |
|
1 |
|
1,095 |
|
99,745 |
|
5% |
|
91% |
|
4% |
|
|
24 |
|
19,115 |
|
2,123,010 |
|
100% |
|
88% |
|
100% |
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Development properties
Bradenton Land
On February 16, 2023, we, through an indirect, wholly-owned subsidiary of our Operating Partnership, acquired a parcel of land adjacent to our property in Bradenton, Florida (the “Bradenton Land”) from an unaffiliated third party. The purchase price for the Bradenton Land was approximately $1.4 million, plus closing costs and an acquisition fee to our advisor. We are in the process of expanding our current self storage property on the Bradenton Land. As of December 31, 2025, estimated development cost to complete the expansion are approximately $2.1 million, which we expect to fund with a combination of net proceeds from our Series E Preferred Offering and/or potential future debt financing.
Etobicoke Land
On March 27, 2023, we, through an indirect, wholly-owned subsidiary of our Operating Partnership, acquired a parcel of land to be developed into a self storage facility located in Etobicoke, in the city of Toronto, Ontario (the “Etobicoke Land”) from an unaffiliated third party. The purchase price for the Etobicoke Land was approximately CAD $2.2 million, plus closing costs and an acquisition fee to our advisor. As of December 31, 2025, our cost to complete development is approximately CAD $5.3 million, which we expect to fund with the Meridian financing, as described below.
On March 6, 2025, we through wholly-owned subsidiary of our Operating Partnership, entered into a credit agreement with Meridian Credit Union Limited ("Meridian") with a maximum borrowing capacity of CAD $16.0 million. As of December 31, 2025, we had drawn approximately CAD $10.4 million and have CAD $5.6 million available. Please see Note 5 - Debt of the Notes to the Consolidated Financial Statements contained elsewhere in this report for additional information.
In February 2026, we substantially completed development and commenced operations at the Etobicoke Property.
Investments in Unconsolidated Real Estate Ventures
We have entered into joint venture agreements with a subsidiary of SmartCentres, an unaffiliated third party, to acquire tracts of land and develop them into self storage facilities. 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. Equity in earnings (loss) will generally be recognized based on our ownership interest in the earnings (loss) of each of the unconsolidated investments.
The following table summarizes our 50% ownership interests in unconsolidated real estate ventures as of December 31, 2025:
|
|
Location |
|
Date Real Estate |
|
Real Estate |
|
Completion Date or estimated completion |
|
Units |
|
Net Rentable Sq. Ft. |
Toronto (1) |
|
Toronto, Ontario |
|
April 2021 |
|
Operational |
|
June 2025 |
|
1,420 |
|
101,855 |
Toronto II (1) |
|
Toronto, Ontario |
|
December 2021 |
|
Operational |
|
April 2025 |
|
1,580 |
|
114,535 |
Dorval (1) |
|
Dorval, Quebec |
|
February 2023 |
|
Operational |
|
June 2025 |
|
1,290 |
|
112,280 |
Hamilton (1) |
|
Hamilton, Ontario |
|
November 2023 |
|
Operational |
|
October 2024 |
|
950 |
|
97,095 |
Montreal (2) |
|
Montreal, Quebec |
|
January 2024 |
|
Under Development |
|
First half of 2026 |
|
1,450 |
|
124,000 |
|
|
|
|
|
|
|
|
|
|
6,690 |
|
549,765 |
SmartCentres Financing (defined below).
As of December 31, 2025, our 50% share of development costs are currently expected to be approximately CAD $0.2 million for the Toronto Property, approximately CAD $0.2 million for the Toronto II Property, approximately CAD $0.2 million for the Dorval Property and approximately CAD $6.0 million for the Montreal Property. Development costs for Toronto, Toronto II and Dorval properties are expected to be funded with the SmartCentres Financing. The development costs for the Montreal Property are expected to be funded with a combination of net proceeds from our Series E Preferred Offering and/or the SmartCentres Financing.
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On August 30, 2024, we and SmartCentres, through the Toronto, Toronto II, Dorval and Hamilton joint venture partnerships (the “JV Properties”), entered into a master mortgage commitment agreement (the “MMCA”) with SmartCentres Storage Finance LP, an affiliate of SmartCentres (the “SmartCentres Lender”) (collectively, the “SmartCentres Financing”). The initial maximum amount available under the SmartCentres Financing is CAD $95.5 million and contains an accordion feature such that borrowings may be increased to CAD $120.0 million, subject to certain conditions set forth in the MMCA. The proceeds of the SmartCentres Financing will be used to finance the development and construction of self storage facilities on the Toronto, Toronto II, Dorval and Hamilton properties. On September 3, 2024 the JV Properties drew approximately CAD $46.3 million on the SmartCentres Financing and distributed approximately CAD $21.8 million to each partner. As of December 31, 2025, approximately CAD $90.7 million was outstanding on the SmartCentres Financing.
The SmartCentres Financing is secured by first mortgages on each of the Toronto, Toronto II, Dorval and Hamilton properties. Interest on the SmartCentres Financing is a variable annual rate equal to the aggregate of: (i) the Adjusted Daily Compounded Canadian Overnight Repo Rate Average (“CORRA”), plus (ii) an adjusted Daily Compounded CORRA adjustment of approximately 0.30%, plus (iii) a margin based on the External Credit Rating, plus (iv) a margin under the Senior Credit Facility, each as defined and described further in the MMCA. As of December 31, 2025, the total interest rate was approximately 5.24%.
The SmartCentres Financing matures on May 11, 2026, and may be extended annually as set forth in the MMCA. Monthly interest payments are initially capitalized on the outstanding principal balance. Upon any of the Toronto, Toronto II, Dorval and Hamilton properties generating sufficient Net Cash Flow (as defined in the MMCA), the SmartCentres Financing provides for the commencement of quarterly payments of interest. The borrowings advanced pursuant to the SmartCentres Financing may be prepaid without penalty, subject to certain conditions set forth in the MMCA.
On February 19, 2026, the JV Properties amended the SmartCentres Financing to: (i) extend the maturity date by one-year until May 11, 2027; (ii) added the Montreal Property as borrower under the SmartCentres Financing, and (iii) drew approximately CAD $17.5 million for a total outstanding balance of CAD $109.1 million. Subsequent to the draw, the JV Properties distributed approximately CAD $8.7 million to each partner.
The SmartCentres Financing contains customary affirmative and negative covenants, agreements, representations, warranties and borrowing conditions (including a loan to value ratio of no greater than 70% with respect to each of the Toronto, Toronto II, Dorval and Hamilton properties) and events of default, all as set forth in the MMCA. We serve as a full recourse guarantor with respect to 50% of the SmartCentres Financing.
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
As of March 17, 2026, we had approximately 11,505,957 shares of Class P common stock outstanding, approximately 3,261,851 shares of Class A common stock outstanding, approximately 5,475,436 shares of Class T common stock outstanding, approximately 725,625 shares of Class W common stock outstanding, approximately 5,497,253 shares of Class Y common stock outstanding, and approximately 579,447 shares of Class Z common stock outstanding, held by a total of approximately 3,500 stockholders of record.
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. We are currently selling Class A shares, Class P shares, Class T shares, Class W, Class Y and Class Z shares at a price of approximately $10.00 per share pursuant to our distribution reinvestment plan. Additionally, we provided discounts in our Public Offering for certain categories of purchasers, including based on volume discounts. Pursuant to the terms of our charter, certain restrictions are imposed on the ownership and transfer of shares.
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. 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.
Determination of Estimated Per Share Net Asset Value
On March 20, 2026, our board of directors, at the recommendation of our Nominating and Corporate Governance Committee (the (“N&CG Committee”), unanimously approved and established an estimated net asset value per share (“Estimated Per Share NAV”) for our Class P shares, Class A shares, Class T shares, Class W shares, Class Y shares and Class Z shares of $10.00. 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 September 30, 2025 (the “Valuation Date”). 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. 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”).
The N&CG 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.
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 N&CG Committee. Stanger prepared an appraisal report (the (“Stanger Appraisal Report”) summarizing key information and the assumptions and providing an appraised value range of 26 wholly-owned properties, and 5 properties held in unconsolidated joint ventures in our portfolio as of September 30, 2025 (collectively, the (“Stanger Appraised Properties”). 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 P shares, Class A shares, Class T shares, Class W shares, Class Y shares and Class Z shares as of September 30, 2025. The Stanger NAV Report relied upon: (i) the Stanger Appraisal Report for the Stanger Appraised Properties; (ii) Stanger’s estimated fair market value of our secured mortgage debt and other debt outstanding; (iii) Stanger’s estimated value range of our unconsolidated joint ventures (the “Unconsolidated Joint Ventures”); and (iv) 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. The process for estimating the value of our assets and liabilities was performed in accordance with the provisions of the IPA Valuation Guidelines.
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After considering all information provided, including the N&CG Committee's receipt and review of the Stanger Appraisal Report and the Stanger NAV Report (the “Reports”) and based on the N&CG Committee’s extensive knowledge of our assets and liabilities, the N&CG Committee concluded that the range in estimated value per share of $8.30 to $10.76, as indicated in the Stanger NAV Report was reasonable and recommended to our board of directors that it adopt $10.00 as the Estimated Per Share NAV, which is above the approximate mid-range per share value of $9.74 provided in the Stanger NAV Report. The determined Estimated Per Share NAV was based on a fully-diluted share count, but excluding the Series C Subordinated Convertible Units (“Series C Units”). The board of directors made this determination based upon its assessment of our portfolio, the growth remaining in various properties, and the estimated range of values provided in the Stanger NAV Report. The board of directors unanimously agreed upon the Estimated Per Share NAV of $10.00 recommended by the N&CG Committee, which determination is ultimately and solely the responsibility of our board of directors. No Series C Units were converted to Class A Units as a result of this Estimated Per Share NAV being declared.
The table below sets forth the calculation of our Estimated Per Share NAV as of September 30, 2025 and our previous estimated value per share as of March 31, 2024.
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|
|
September 30, |
|
|
March 31, |
|
||
|
|
|
|
|
|
|
||
Investment in Real Estate: |
|
|
|
|
|
|
||
Real Estate Facilities (1) |
|
$ |
680,724,547 |
|
|
$ |
600,658,064 |
|
Investments in unconsolidated real estate ventures (2) |
|
|
57,664,244 |
|
|
|
49,460,000 |
|
Total Market Value |
|
|
738,388,791 |
|
|
|
650,118,064 |
|
|
|
|
|
|
|
|
||
Additional Assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
9,428,681 |
|
|
|
6,761,066 |
|
Restricted cash |
|
|
1,226,619 |
|
|
|
13,363,686 |
|
Other assets, net |
|
|
8,029,047 |
|
|
|
11,801,975 |
|
Total Assets |
|
|
757,073,138 |
|
|
|
682,044,791 |
|
|
|
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
|
||
Debt |
|
|
291,963,780 |
|
|
|
284,470,578 |
|
Debt - fair value adjustment |
|
|
1,407,510 |
|
|
|
(59,326 |
) |
Accounts payable and accrued liabilities |
|
|
5,705,672 |
|
|
|
5,073,737 |
|
Distributions payable |
|
|
4,547,144 |
|
|
|
4,294,741 |
|
Due to affiliates |
|
|
1,878,518 |
|
|
|
9,284,486 |
|
Incentive Distribution |
|
|
3,375,747 |
|
|
|
2,387,645 |
|
Total liabilities |
|
|
308,878,371 |
|
|
|
305,451,861 |
|
|
|
|
|
|
|
|
||
Series B convertible preferred stock (3) |
|
|
150,000,000 |
|
|
|
150,000,000 |
|
Series D Preferred Units in our Operating Partnership |
|
|
25,000,000 |
|
|
|
- |
|
Total Preferred Stock |
|
|
175,000,000 |
|
|
|
150,000,000 |
|
|
|
|
|
|
|
|
||
Net Asset Value (NAV) |
|
$ |
273,194,767 |
|
|
$ |
226,592,930 |
|
|
|
|
|
|
|
|
||
NAV Allocated to Class P Shares |
|
|
119,445,829 |
|
|
|
117,235,622 |
|
Number of Outstanding Class P Shares (4) |
|
|
11,944,583 |
|
|
|
11,719,673 |
|
NAV Per Share - Class P |
|
$ |
10.00 |
|
|
$ |
10.00 |
|
|
|
|
|
|
|
|
||
NAV Allocated to Class A Shares |
|
|
32,508,890 |
|
|
|
33,632,987 |
|
Number of Outstanding Class A Shares (4) |
|
|
3,250,889 |
|
|
|
3,362,183 |
|
NAV Per Share - Class A |
|
$ |
10.00 |
|
|
$ |
10.00 |
|
|
|
|
|
|
|
|
||
NAV Allocated to Class T Shares |
|
|
54,164,669 |
|
|
|
53,163,156 |
|
Number of Outstanding Class T Shares |
|
|
5,416,467 |
|
|
|
5,314,552 |
|
NAV Per Share - Class T |
|
$ |
10.00 |
|
|
$ |
10.00 |
|
|
|
|
|
|
|
|
||
NAV Allocated to Class W Shares |
|
|
7,145,000 |
|
|
|
6,928,608 |
|
Number of Outstanding Class W Shares |
|
|
714,500 |
|
|
|
692,631 |
|
NAV Per Share - Class W |
|
$ |
10.00 |
|
|
$ |
10.00 |
|
|
|
|
|
|
|
|
||
NAV Allocated to Class Y Shares |
|
|
54,190,649 |
|
|
|
14,422,665 |
|
Number of Outstanding Class Y Shares |
|
|
5,419,065 |
|
|
|
1,441,788 |
|
NAV Per Share - Class Y |
|
$ |
10.00 |
|
|
$ |
10.00 |
|
|
|
|
|
|
|
|
||
NAV Allocated to Class Z Shares |
|
|
5,739,730 |
|
|
|
1,209,891 |
|
Number of Outstanding Class Z Shares |
|
|
573,973 |
|
|
|
120,949 |
|
NAV Per Share - Class Z |
|
$ |
10.00 |
|
|
$ |
10.00 |
|
54
Methodology and Key Assumptions
In determining the Estimated Per Share NAV, the Board considered the recommendation of the N&CG Committee, the Reports provided by Stanger and information provided by us. Our goal in calculating the Estimated Per Share NAV is to arrive at a value that is reasonable and supportable using what the N&CG Committee and our board of directors each deems to be appropriate valuation methodologies and assumptions.
FINRA’s current rules provide no guidance on the methodology an issuer must use to determine its Estimated Per Share NAV. 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. 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. 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. 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.
Independent Valuation Firm
Stanger was selected by the N&CG Committee to appraise and provide a value on the 31 Stanger Appraised Properties. Stanger is engaged in the business of appraising commercial real estate properties and is not affiliated with the Company. 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. 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. 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.
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.
55
In conducting its investigation and analyses, Stanger took into account customary and accepted financial and commercial procedures and considerations as it deemed relevant. 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. 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. 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.
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. 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. 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. 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.
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. 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 N&CG Committee, to deliver its Reports to assist in the net asset value calculation and Stanger received compensation for those efforts. In addition, we have agreed to indemnify Stanger against certain liabilities arising out of this engagement. The Company previously engaged Stanger in 2023 to prepare a valuation report on the Series C Subordinated Convertible Units for financial reporting purposes and has recently retained Stanger to provide financial advisory services. Stanger has in the past, and may from time to time in the future, perform other services for the Company and its affiliates, so long as such other services do not adversely affect the independence of Stanger as certified in the applicable Stanger Appraisal Report.
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 N&CG Committee to assist it in calculating and recommending to the Board an Estimated Per Share NAV of our common stock. 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.
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.
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 26 wholly-owned properties, and 5 properties held in unconsolidated joint ventures in our portfolio as of September 30, 2025. In preparing the Stanger Appraisal Report, Stanger, among other things:
56
Stanger employed the income approach to estimate the value range of the Stanger Appraised Properties, which involves an economic analysis of the property based on its potential to provide future annual net operating income. A direct capitalization analysis was used to determine the value range of the portfolio by valuing each Stanger Appraised Property in the portfolio. 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. 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.
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.
The total aggregate purchase price of the wholly-owned appraised properties in the Stanger Appraisal Report was approximately $491.7 million. In addition, through the Valuation Date, the Company had invested approximately $44.0 million in capital improvements on these real estate assets since inception. As of the Valuation Date, the total value range of the wholly-owned appraised properties was approximately $636.5 million to $712.4 million. The midpoint appraised value of the wholly owned properties of approximately $672.3 million represents an approximately 25% increase in the total value of the real estate assets over the aggregate purchase price and aggregate improvements. 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 in values |
|
Weighted Average Basis |
Direct Capitalization rate |
|
4.25% to 4.75% |
|
4.57% |
While we believe that Stanger’s assumptions and inputs are reasonable, a change in these assumptions and inputs would change the estimated value of the Stanger Appraised Properties. As provided in the Stanger Appraisal Report, the approximate mid-range market value of the wholly owned appraised properties in the Stanger Appraisal Report as of September 30, 2025 was approximately $672.3 million. Assuming all other factors remain unchanged, a decrease in the overall capitalization rate used for the wholly owned properties valued using the direct capitalization method of 25 basis points would increase the value of the wholly owned properties in the Stanger Appraisal Report to approximately $712.4 million. Similarly, an increase in the overall capitalization rate used for the wholly owned properties in the Stanger Appraisal Report valued using the direct capitalization method of 25 basis points would decrease the value of the Stanger Appraised Properties to approximately $636.5 million.
Mortgage 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. The current market interest rate was generally determined based on market rates for available comparable debt. The estimated current market interest rates ranged from 5.05% to 8.42% for the Outstanding Debt.
As of September 30, 2025, Stanger’s estimated fair value of our consolidated Outstanding Debt was approximately $293.4 million. The weighted-average discount rate applied to the future estimated debt payments of the Outstanding Debt was approximately 6.20%. Assuming all factors remain unchanged, a decrease in the market interest rates of 25 basis points would increase the fair value of the mortgage debt by approximately $2.0 million and an increase in the market interest rates of 25 basis points would decrease the fair value of the mortgage debt by approximately $2.0 million.
Cash, Other Assets, Other Liabilities and Preferred Equity
The carrying values of the majority of the other assets and liabilities were considered to equal their book value. Adjustments to exclude the GAAP basis carrying value of certain assets were made to other assets in accordance with the IPA Valuation Guidelines. Our liability related to stockholder servicing fees and dealer manager servicing fees has been
57
valued using a liquidation value as of September 30, 2025. The Estimated Per Share NAV for the Class T shares and Class Y shares does not reflect any obligation to pay future stockholder servicing fees since such fees would cease upon liquidation.
Special Limited Partnership—Incentive Distribution
The estimated value of the incentive distribution due to our Advisor and its affiliates is based on 15% of the amount by which our net asset value plus distributions paid exceeds a return of stockholders’ capital plus a 6% cumulative, non-compounded, annual return to the stockholders. The Estimated Per Share NAV calculated above reflects an incentive distribution to affiliates of approximately $3.4 million.
Unconsolidated Joint Ventures Value
We hold interests in unconsolidated entities in joint ventures with SmartCentres Real Estate Investment Trust, which own self storage properties or properties in various stages of planning and development into self storage properties located in Canada. Stanger estimated the fair market value range of the Unconsolidated Joint Ventures by: (i) utilizing the value range of the properties owned by the Unconsolidated Joint Ventures based upon the Stanger Appraisal Report; (ii) adding the other tangible assets held by the Unconsolidated Joint Ventures; (iii) deducting the other tangible liabilities held by the Unconsolidated Joint Ventures; and (iv) taking the resulting equity from the Unconsolidated Joint Ventures and processing such equity through the Unconsolidated Joint Venture agreement as it pertains to capital distribution allocations, to determine the amount of equity attributable to the Company.
Different parties using different assumptions and estimates could derive a different Estimated Per Share NAV, and these differences could be significant. The value of our shares will fluctuate over time in response to developments related to individual assets in our portfolio and the management of those assets and in response to the real estate and finance markets.
The Board’s Determination of the Estimated Per Share NAV
Based upon a review of the Reports provided by Stanger, upon the recommendation of the N&CG Committee, the Board declared the Estimated Per Share NAV for each of the Class P shares, Class A shares, Class T shares, Class W shares, Class Y shares and Class Z shares to be $10.00, which is above the approximate mid-range per share value of $9.74 provided in the Stanger NAV Report. Our board of directors made this determination based upon its assessment of our portfolio, the growth remaining in various properties, and the estimated range of values provided in the Stanger NAV Report.
Limitations of Estimated Per Share NAV
The various factors considered by our board in determining the Estimated Per Share NAV were based on a number of assumptions and estimates that may not be accurate or complete. As disclosed above, we are providing the Estimated Per Share NAV to assist broker-dealers that participate, or participated, in our public offering in meeting their customer account statement reporting obligations. 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. The Estimated Per Share NAV is not audited and does not represent the fair value of our assets or liabilities according to GAAP.
Accordingly, with respect to the Estimated Per Share NAV, the Company can give no assurance that:
58
Similarly, the amount a stockholder may receive upon repurchase of their shares, if they participate in our share redemption program and such redemption program is available, may be greater than or less than the amount a stockholder paid for the shares, regardless of any increase in the underlying value of any assets owned by the Company.
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 an adjusted fully diluted basis, calculated as of September 30, 2025. The Estimated Per Share NAV was based upon 27,319,477 shares of common equity or equivalent interests outstanding as of September 30, 2025, which was comprised of (i) 11,394,363 outstanding Class P shares, plus (ii) 3,239,014 outstanding Class A shares, plus (iii) 5,416,467 outstanding Class T shares, plus (iv) 714,500 outstanding Class W shares, plus (v) 5,419,065 outstanding Class Y shares, plus (vi) 573,973 outstanding Class Z shares, plus (vii) 550,220 outstanding units of limited partnership in our operating partnership, which units are exchangeable on a one-for-one basis into Class P shares, plus (viii) 11,875 unvested restricted Class A shares issued to our independent directors.
Further, the value of our shares will fluctuate over time as a result of, among other things, developments related to individual assets and responses to the real estate and capital markets. The Estimated Per Share NAV does not reflect a real estate portfolio premium or discount versus 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 or other windup costs. We currently anticipate publishing a new estimated share value on an annual basis.
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, 2021. 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. If we fail to qualify as a REIT in any taxable year, we will then be subject to U.S. federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. 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.
For income tax purposes, distributions to common stockholders are characterized as ordinary dividends, capital gain dividends, or as nontaxable distributions. To the extent that we make a distribution in excess of our current or accumulated earnings and profits, the distribution will be a non-taxable return of capital, reducing the tax basis in each U.S. stockholder’s shares, and the amount of each distribution in excess of a U.S. stockholder’s tax basis in its shares will be taxable as gain realized from the sale of its shares. For 2023, 2024 and 2025 all of our cash distributions to common shareholders constituted non-taxable returns of capital.
The following table shows the distributions we have paid in cash and through our distribution reinvestment plan for the years ended December 31, 2025, 2024 and 2023:
59
Quarter |
|
OP Unit |
|
|
Common |
|
|
Distributions |
|
|||
1st Quarter 2023 |
|
$ |
84,089 |
|
|
$ |
2,371,664 |
|
|
$ |
0.15 |
|
2nd Quarter 2023 |
|
$ |
85,957 |
|
|
$ |
2,592,272 |
|
|
$ |
0.15 |
|
3rd Quarter 2023 |
|
$ |
85,957 |
|
|
$ |
2,736,248 |
|
|
$ |
0.16 |
|
4th Quarter 2023 |
|
$ |
85,022 |
|
|
$ |
2,852,361 |
|
|
$ |
0.16 |
|
1st Quarter 2024 |
|
$ |
84,870 |
|
|
$ |
3,104,542 |
|
|
$ |
0.15 |
|
2nd Quarter 2024 |
|
$ |
85,722 |
|
|
$ |
3,296,303 |
|
|
$ |
0.15 |
|
3rd Quarter 2024 |
|
$ |
85,722 |
|
|
$ |
3,436,126 |
|
|
$ |
0.16 |
|
4th Quarter 2024 |
|
$ |
84,790 |
|
|
$ |
3,525,639 |
|
|
$ |
0.16 |
|
1st Quarter 2025 |
|
$ |
83,929 |
|
|
$ |
3,647,076 |
|
|
$ |
0.15 |
|
2nd Quarter 2025 |
|
$ |
85,957 |
|
|
$ |
3,817,916 |
|
|
$ |
0.15 |
|
3rd Quarter 2025 |
|
$ |
85,957 |
|
|
$ |
3,926,667 |
|
|
$ |
0.16 |
|
4th Quarter 2025 |
|
$ |
85,022 |
|
|
$ |
3,873,247 |
|
|
$ |
0.16 |
|
The following shows our cash distributions and the sources of such cash distributions for the years ended December 31, 2025 and 2024:
|
|
Year Ended December 31, 2025 |
|
|
|
Year Ended December 31, 2024 |
|
|
Distributions paid in cash — common stockholders |
|
$8,598,699 |
|
|
|
$7,626,356 |
|
|
Distributions paid in cash — preferred stockholders |
|
12,516,374 |
|
|
|
12,530,766 |
|
|
Distributions paid in cash — preferred unitholders in our Operating Partnership |
|
361,667 |
|
|
|
— |
|
|
Distributions paid in cash — Operating Partnership unitholders |
|
340,865 |
|
|
|
341,104 |
|
|
Distributions reinvested |
|
6,666,207 |
|
|
|
5,736,254 |
|
|
Total distributions |
|
$28,483,812 |
|
|
|
$26,234,480 |
|
|
Source of distributions |
|
|
|
|
|
|
|
|
Cash flows provided by operations |
|
$— |
|
0.0% |
|
$— |
|
0.0% |
Proceeds from offerings |
|
21,817,605 |
|
76.6% |
|
20,498,226 |
|
78.1% |
Offering proceeds from distribution |
|
6,666,207 |
|
23.4% |
|
5,736,254 |
|
21.9% |
Total sources |
|
$28,483,812 |
|
100.0% |
|
$26,234,480 |
|
100.0% |
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. However, our operating performance cannot be accurately predicted and may deteriorate in the future due to numerous factors, including our ability to invest capital at favorable yields, the financial performance of our investments in the current real estate and financial environment and the types and mix of investments in our portfolio. As a result, future distributions declared and paid may exceed cash flow from operations.
Recent Sales of Unregistered Securities
On June 25, 2025, we issued 2,500 shares of restricted Class A common stock, which vests ratably over a period of four years from the date such award was awarded, to each of Stephen G. Muzzy and Alexander S. Vellandi for their services as our independent directors. The issuance of these securities was exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act as a sale by the Company not involving a public offering. No underwriters were involved with the issuance of such securities.
60
Use of Proceeds from Registered Securities
On March 17, 2022, our Public Offering (SEC File No. 333-256598) for a maximum of $1,095,000,000 in shares of common stock, consisting of up to $1 billion in shares of our common stock for sale to the public and up to $95,000,000 in shares for sale pursuant to our distribution reinvestment plan, was declared effective by the SEC. On May 20, 2025, our board of directors approved the termination of the Primary Offering, which termination was effective as of May 30, 2025. As of December 31, 2025, we had sold approximately 2.9 million Class A Shares for gross proceeds of approximately $30.3 million, approximately 4.8 million Class T Shares for gross proceeds of approximately $48.1 million, approximately 0.7 million Class W shares for gross proceeds of approximately $6.3 million, approximately 5.2 million Class Y shares for gross proceeds of approximately $50.6 million and approximately 0.6 million Class Z shares for gross proceeds of approximately $5.5 million in our Primary Offering. Through our distribution reinvestment plan, we have issued approximately 0.2 million Class A shares, approximately 0.4 million Class T shares, approximately 57,000 Class W shares, approximately 0.2 million Class Y shares and approximately 12,000 Class Z shares for gross proceeds of approximately $8.6 million. From this amount, we incurred approximately $11.5 million in selling commissions and dealer manager fees (of which approximately $5.9 million was re-allowed to third party broker-dealers), and approximately $5.5 million in organization and offering costs.
With cumulative net offering proceeds, net proceeds from issuance of preferred stock and debt, we primarily acquired approximately $525.0 million in self storage facilities and made other payments reflected under “Cash Flows from Financing Activities” in our consolidated statements of cash flows included in this report.
Redemption Program
Our share redemption program is currently suspended, except for redemption requests made in connection with the death, commitment to a long-term care facility, qualifying disability or bankruptcy of a stockholder. Our share redemption program enables our stockholders to have their shares redeemed by us, subject to the significant conditions and limitations described in our publicly filed documents. As of December 31, 2025, approximately $13.1 million of common stock was available for redemption and $0.2 million was included in accrued expenses and other liabilities as of December 31, 2025. During the three months ended December 31, 2025, we redeemed shares as follows:
|
|
Total Number of |
|
|
Average Price |
|
|
Total Number of |
|
|
Maximum Number |
|
||||
October 31, 2025 |
|
|
24,598 |
|
|
$ |
9.39 |
|
|
|
— |
|
|
|
709,712 |
|
November 30, 2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
709,712 |
|
December 31, 2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
709,712 |
|
ITEM 6. RESERVED
61
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our consolidated financial data contained within this Form 10-K, and our accompanying consolidated financial statements and notes thereto. See also “Cautionary Note Regarding Forward Looking Statements” preceding Part I.
Overview
Strategic Storage Trust VI, Inc., a Maryland corporation (the “Company”), was formed on October 14, 2020 under the Maryland General Corporation Law for the purpose of engaging in the business of investing in self storage facilities and commenced formal operations on March 10, 2021. We made an election to be treated as a REIT under the Internal Revenue Code for federal income tax purposes beginning with our taxable year ended December 31, 2021.
On February 26, 2021, pursuant to a confidential private placement memorandum, we commenced a private offering (the "Private Offering") of up to $200,000,000 in shares of our common stock and $20,000,000 shares of common stock pursuant to our distribution reinvestment plan. Please see Note 1 of the Notes to the Consolidated Financial Statements contained elsewhere in this report for additional information. The primary portion of our Private Offering was terminated on March 17, 2022. We received approximately $100.7 million in offering proceeds from the sale of our common stock pursuant to the Private Offering. Through our distribution reinvestment plan, we have issued approximately 1.1 million Class P shares for gross proceeds of approximately $11.0 million.
In connection with the Public Offering, defined below, we filed articles of amendment to our Charter (the “Articles of Amendment”) and articles supplementary to our Charter (the “Articles Supplementary”). Following the filing of the Articles of Amendment and the Articles Supplementary, we authorized 30,000,000 shares of common stock designated as Class P shares, 300,000,000 shares of common stock designated as Class A shares, 300,000,000 shares of common stock designated as Class T shares, and 70,000,000 shares of common stock designated as Class W shares. Any common stock sold in the Private Offering were redesignated as Class P common stock upon the filing of the Articles of Amendment. On May 28, 2021, we filed a Registration Statement on Form S-11 (the “Registration Statement”), which was subsequently amended, with the U.S. Securities and Exchange Commission (“SEC”) to register a maximum of $1,000,000,000 in shares of Class A, Class T, and Class W common stock for sale to the public (the “Primary Offering”) and $95,000,000 in shares of Class A, Class T, and Class W common stock for sale pursuant to our distribution reinvestment plan. On March 17, 2022, the SEC declared our registration statement effective. On October 4, 2023, we filed a Post-Effective Amendment to our Registration Statement to register two new classes of common stock (Class Y shares and Class Z shares) with the SEC. On November 1, 2023, the Post-Effective Amendment to our Registration Statement became effective with the SEC. Also, on November 1, 2023, we filed articles supplementary to our Charter which reclassified 200,000,000 Class T shares as Class Y shares and 70,000,000 Class A shares as Class Z shares. Effective November 1, 2023, we began offering Class Y shares and Class Z shares in our Primary Offering for $9.30 per share and are offering Class A shares, Class P shares, Class T shares, Class W shares, Class Y shares and Class Z shares pursuant to our distribution reinvestment plan for $9.30 per share (collectively, the “Public Offering”) and ceased offering Class A shares, Class T shares or Class W shares in our Primary Offering.
On May 20, 2025, our board of directors approved the termination of the Primary Offering, effective as of May 30, 2025, based upon various factors, including the costs of maintaining a public registration of our common stock, the robust size of our portfolio of properties, and our shift in focus to continued portfolio stabilization and performance. The termination of the Primary Offering occurred on May 30, 2025. We sold approximately 2.9 million Class A shares for gross offering proceeds of approximately $30.3 million, approximately 4.8 million Class T shares for gross offering proceeds of approximately $48.1 million, approximately 0.7 million Class W shares for gross offering proceeds of approximately $6.3 million, approximately 5.2 million Class Y shares for gross offering proceeds of approximately $50.6 million, and approximately 0.6 million Class Z shares for gross offering proceeds of approximately $5.5 million in the Primary Offering.
We continue to offer Class P, Class A, Class T, Class W, Class Y, and Class Z shares pursuant to our distribution reinvestment plan. On July 18, 2025, we filed with the SEC a Registration Statement on Form S-3, which registered up to an additional $75.0 million in shares under our distribution reinvestment plan for all share classes (our “DRP Offering”). The DRP Offering may be terminated at any time upon 10 days’ prior written notice to stockholders.
As of December 31, 2025, we have issued approximately 1.1 million Class P shares, approximately 0.2 million Class A shares, approximately 0.4 million Class T shares, approximately 57,000 Class W shares, approximately 0.2 million Class Y shares and approximately 12,000 Class Z shares for gross proceeds of approximately $19.7 million through our distribution reinvestment plan.
We have invested the net proceeds from our offerings primarily in self storage facilities consisting of both income-producing and growth properties located in the United States and Canada. As of December 31, 2025, we owned 24 operating self storage properties located in seven states (Arizona, Delaware, Florida, Nevada, Oregon, Pennsylvania and Washington)
62
and three Canadian provinces (Alberta, British Columbia and Ontario), 50% equity interests in five unconsolidated real estate ventures located in two Canadian provinces (Ontario and Quebec). Our unconsolidated real estate ventures consist of four operating self storage properties in the lease-up phase and one parcel of land that is being developed into a self storage facility, with subsidiaries of SmartCentres owning the other 50% of such entity and two development properties in Florida and Ontario.
As of December 31, 2025, our self storage portfolio was comprised as follows:
State |
|
No. of |
|
|
Units(1) |
|
|
Sq. Ft. |
|
|
% of Total |
|
|
Physical |
|
|
Rental |
|
||||||
Alberta |
|
|
1 |
|
|
|
495 |
|
|
|
48,800 |
|
|
|
2 |
% |
|
|
89 |
% |
|
|
3 |
% |
Arizona |
|
|
4 |
|
|
|
2,850 |
|
|
|
378,720 |
|
|
|
17 |
% |
|
|
94 |
% |
|
|
15 |
% |
British Columbia |
|
|
1 |
|
|
|
925 |
|
|
|
59,180 |
|
|
|
3 |
% |
|
|
88 |
% |
|
|
4 |
% |
Delaware |
|
|
1 |
|
|
|
820 |
|
|
|
80,545 |
|
|
|
4 |
% |
|
|
84 |
% |
|
|
3 |
% |
Florida |
|
|
4 |
|
|
|
2,585 |
|
|
|
334,615 |
|
|
|
16 |
% |
|
|
90 |
% |
|
|
11 |
% |
Nevada |
|
|
1 |
|
|
|
335 |
|
|
|
51,900 |
|
|
|
2 |
% |
|
|
94 |
% |
|
|
3 |
% |
Ontario |
|
|
9 |
|
|
|
8,680 |
|
|
|
935,635 |
|
|
|
44 |
% |
|
|
85 |
% |
|
|
50 |
% |
Oregon |
|
|
1 |
|
|
|
520 |
|
|
|
55,830 |
|
|
|
3 |
% |
|
|
96 |
% |
|
|
3 |
% |
Pennsylvania |
|
|
1 |
|
|
|
810 |
|
|
|
78,040 |
|
|
|
4 |
% |
|
|
91 |
% |
|
|
4 |
% |
Washington |
|
|
1 |
|
|
|
1,095 |
|
|
|
99,745 |
|
|
|
5 |
% |
|
|
91 |
% |
|
|
4 |
% |
|
|
|
24 |
|
|
|
19,115 |
|
|
|
2,123,010 |
|
|
|
100 |
% |
|
|
88 |
% |
|
|
100 |
% |
Development Properties
Bradenton Land
On February 16, 2023, we, through an indirect, wholly-owned subsidiary of our operating partnership, acquired a parcel of land adjacent to our property in Bradenton, Florida (the “Bradenton Land”) from an unaffiliated third party. The purchase price for the Bradenton Land was approximately $1.4 million, plus closing costs and an acquisition fee to our advisor. We are in the process of expanding our current self storage property on the Bradenton Land. As of December 31, 2025, estimated development cost to complete the expansion are approximately $2.1 million, which we expect to fund with a combination of net proceeds from our Series E Preferred Offering and/or potential future debt financing.
Etobicoke Land
On March 27, 2023, we, through an indirect, wholly-owned subsidiary of our operating partnership, acquired a parcel of land to be developed into a self storage facility located in Etobicoke, in the city of Toronto, Ontario (the “Etobicoke Land”) from an unaffiliated third party. The purchase price for the Etobicoke Land was approximately CAD $2.2 million, plus closing costs and an acquisition fee to our advisor. As of December 31, 2025, our cost to complete development is approximately CAD $5.3 million, which we expect to fund with a combination of net proceeds from our Primary offering and/or the Meridian financing, as described below.
On March 6, 2025, we through wholly-owned subsidiary of our operating partnership, entered into a credit agreement with Meridian Credit Union Limited ("Meridian") with a maximum borrowing capacity of CAD $16.0 million. As of December 31, 2025, we had drawn approximately CAD $10.4 million and have CAD $5.6 million available. Please see Note 5 - Debt of the Notes to the Consolidated Financial Statements contained elsewhere in this report for additional information.
In February 2026, we substantially completed development and commenced operations at the Etobicoke Property.
63
Investments in Unconsolidated Real Estate Ventures
We have entered into joint venture agreements with a subsidiary of SmartCentres, an unaffiliated third party, to acquire tracts of land and develop them into self storage facilities. We account for these investments using the equity method of accounting and they will be stated at cost and adjusted for our share of net earnings or losses and reduced by distributions. Equity in earnings (loss) will generally be recognized based on our ownership interest in the earnings of each of the unconsolidated investments.
The following table summarizes our 50% ownership interests in unconsolidated real estate ventures as of December 31, 2025:
|
|
Location |
|
Date Real Estate |
|
Real Estate |
|
Completion Date or estimated completion |
|
Units |
|
Net Rentable Sq. Ft. |
Toronto (1) |
|
Toronto, Ontario |
|
April 2021 |
|
Operational |
|
June 2025 |
|
1,420 |
|
101,855 |
Toronto II (1) |
|
Toronto, Ontario |
|
December 2021 |
|
Operational |
|
April 2025 |
|
1,580 |
|
114,535 |
Dorval (1) |
|
Dorval, Quebec |
|
February 2023 |
|
Operational |
|
June 2025 |
|
1,290 |
|
112,280 |
Hamilton (1) |
|
Hamilton, Ontario |
|
November 2023 |
|
Operational |
|
October 2024 |
|
950 |
|
97,095 |
Montreal (2) |
|
Montreal, Quebec |
|
January 2024 |
|
Under Development |
|
First half of 2026 |
|
1,450 |
|
124,000 |
|
|
|
|
|
|
|
|
|
|
6,690 |
|
549,765 |
SmartCentres Financing (defined below).
As of December 31, 2025, our 50% share of the costs to complete development were expected to be approximately CAD $0.2 million for the Toronto Property, approximately CAD $0.2 million for the Toronto II Property, approximately CAD $0.2 million for the Dorval Property and approximately CAD $6.0 million for the Montreal Property. Development costs for Toronto, Toronto II and Dorval properties are expected to be funded with the SmartCentres Financing. The development costs for the Montreal Property are expected to be funded with a combination of net proceeds from our Series E Preferred Offering and/or the SmartCentres Financing.
On August 30, 2024, we and SmartCentres, through the Toronto, Toronto II, Dorval and Hamilton joint venture partnerships (the “JV Properties”), entered into a master mortgage commitment agreement (the “MMCA”) with SmartCentres Storage Finance LP, an affiliate of SmartCentres (the “SmartCentres Lender”) (collectively, the “SmartCentres Financing”). The initial maximum amount available under the SmartCentres Financing is CAD $95.5 million and contains an accordion feature such that borrowings may be increased to CAD $120.0 million, subject to certain conditions set forth in the MMCA. The proceeds of the SmartCentres Financing will be used to finance the development and construction of self storage facilities on the Toronto, Toronto II, Dorval and Hamilton properties. On September 3, 2024 the JV Properties drew approximately CAD $46.3 million on the SmartCentres Financing and distributed approximately CAD $21.8 million to each partner. As of December 31, 2025, approximately CAD $90.7 million was outstanding on the SmartCentres Financing.
The SmartCentres Financing is secured by first mortgages on each of the Toronto, Toronto II, Dorval and Hamilton properties. Interest on the SmartCentres Financing is a variable annual rate equal to the aggregate of: (i) the Adjusted Daily Compounded Canadian Overnight Repo Rate Average (“CORRA”), plus (ii) an adjusted Daily Compounded CORRA adjustment of approximately 0.30%, plus (iii) a margin based on the External Credit Rating, plus (iv) a margin under the Senior Credit Facility, each as defined and described further in the MMCA. As of December 31, 2025, the total interest rate was approximately 5.24%.
The SmartCentres Financing matures on May 11, 2026, and may be extended annually as set forth in the MMCA. Monthly interest payments are initially capitalized on the outstanding principal balance. Upon any of the Toronto, Toronto II, Dorval and Hamilton properties generating sufficient Net Cash Flow (as defined in the MMCA), the SmartCentres Financing provides for the commencement of quarterly payments of interest. The borrowings advanced pursuant to the SmartCentres Financing may be prepaid without penalty, subject to certain conditions set forth in the MMCA.
On February 19, 2026, the JV Properties amended the SmartCentres Financing to: (i) extend the maturity date by one-year until May 11, 2027; (ii) added the Montreal Property as borrower under the SmartCentres Financing, and (iii) drew approximately CAD $17.5 million for a total outstanding balance of CAD $109.1 million. Subsequent to the draw, the JV Properties distributed approximately CAD $8.7 million to each partner.
64
The SmartCentres Financing contains customary affirmative and negative covenants, agreements, representations, warranties and borrowing conditions (including a loan to value ratio of no greater than 70% with respect to each of the Toronto, Toronto II, Dorval and Hamilton properties) and events of default, all as set forth in the MMCA. We serve as a full recourse guarantor with respect to 50% of the SmartCentres Financing.
Critical Accounting Policies and Estimates
We have established accounting policies which conform to generally accepted accounting principles (“GAAP”) in the U.S. Preparing financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Following is a discussion of the estimates and assumptions used in setting accounting policies that we consider critical in the presentation of our financial statements. Many estimates and assumptions involved in the application of GAAP may have a material impact on our financial condition or operating performance, or on the comparability of such information to amounts reported for other periods, because of the subjectivity and judgment required to account for highly uncertain items or the susceptibility of such items to change. These estimates and assumptions affect our reported amounts of assets and liabilities, our disclosure of contingent assets and liabilities at the dates of the financial statements and our reported amounts of revenue and expenses during the period covered by this report. If management’s judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied or different amounts of assets, liabilities, revenues and expenses would have been recorded, thus resulting in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements. Additionally, other companies may use different estimates and assumptions that may impact the comparability of our financial condition and results of operations to those companies.
We believe that our critical accounting policies and estimates include the following: real estate purchase price allocations; the evaluation of whether any of our long-lived assets have been impaired; and the evaluation of the consolidation of our interests in joint ventures. The following discussion of these policies supplements, but does not supplant the description of our significant accounting policies, as contained in Note 2 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.
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. This guidance requires us to make significant estimates and assumptions, including fair value estimates, which requires the use of significant unobservable inputs as of the acquisition date.
The value of the tangible assets, consisting of land and buildings, is determined as if vacant. 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. 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.
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.
Impairment of Long-Lived Assets
The majority of our assets, other than cash and cash equivalents, consist of long-lived real estate assets, including those held through joint ventures, as well as intangible assets related to our acquisitions. We evaluate such assets for impairment based on events and changes in circumstances that may arise in the future and that may impact the carrying amounts of our long-lived assets, including those held through joint ventures. 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. This evaluation is based on a number of estimates and assumptions. Based on this evaluation, if the expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived asset and recognize an impairment loss. Our evaluation of the impairment of long-lived assets could result in a materially different
65
presentation of the financial statements or materially different amounts being reported in the financial statements, as the amount of impairment loss recognized, if any, may vary based on the estimates and assumptions we use.
Consolidation Considerations
Current accounting guidance provides a framework for identifying a variable interest entity (“VIE”) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest.
We evaluate the consolidation of our investments in VIE's in accordance with relevant accounting guidance. This evaluation requires us to determine whether we have a controlling interest in a VIE through a means other than voting rights, and, if so, such VIE may be required to be consolidated in our financial statements. 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.
REIT Qualification
We made an election under Section 856(c) of the Internal Revenue Code of 1986 (the “Code”) to be taxed as a REIT under the Code, commencing with the taxable year ended December 31, 2021. By qualifying as a REIT for federal income tax purposes, we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which our qualification is denied. Such an event could materially and adversely affect our net income and could have a material adverse impact on our financial condition and results of operations. 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 federal income tax purposes.
Recent Tax Legislation
Effective July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. Certain provisions of OBBBA modified U.S. tax law and impact us and our stockholders. Among other changes, this legislation (i) permanently extended the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Code, (ii) permanently reinstated 100% bonus depreciation for certain property acquired after January 19, 2025, (iii) increased the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries from 20% to 25% for taxable years beginning after December 31, 2025, and (iv) increased the base on which the 30% interest deduction limit under Section 163(j) of the Code applies by excluding depreciation, amortization and depletion from the definition of “adjusted taxable income” for taxable years beginning after December 31, 2024. We are currently evaluating the provisions of OBBBA, but do not expect it to have a material impact on our Consolidated Financial Statements.
Results of Operations
Overview
We derive revenues principally from: (i) rents received from tenants who rent storage units under month-to-month leases at each of our self storage facilities; and (ii) sales of packing- and storage-related supplies at our storage facilities. 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. Additionally, our operating results depend on our tenants making their required rental payments to us.
66
Competition in the market areas in which we operate is significant and affects the occupancy levels, rental rates, rental revenues and operating expenses of our facilities. Development of any new self storage facilities would intensify competition of self storage operators in markets in which we operate.
On March 10, 2021, we commenced formal operations and we acquired our first six self storage properties during 2021. During 2022 and 2023, we acquired 18 self storage properties primarily in the lease-up phase. As of December 31, 2025 and 2024, we owned 24 operating self storage facilities.
Our operating results for the years ended December 31, 2025 and 2024 include full period results for 24 self storage properties. Operating results in future periods will depend on the results of operations of these properties and the real estate properties that we acquire in the future.
Comparison of the Years Ended December 31, 2025 and 2024
Total Revenues
Total revenues for the years ended December 31, 2025 and 2024 were approximately $30.7 million and approximately $28.2 million, respectively. The increase in total revenue of approximately $2.5 million, or 9%, is attributable to an increase in non same-store revenues of approximately $1.9 million due to the lease-up of our non-stabilized properties and an increase in same-store revenue of approximately $0.6 million primarily due to increased rates. We expect total revenues to increase in the future commensurate with our future acquisition activity and the lease-up of our non-stabilized properties.
Property Operating Expenses
Property operating expenses for the years ended December 31, 2025 and 2024 were approximately $11.5 million and approximately $11.0 million, respectively. Property operating expenses include the costs to operate our facilities including payroll, utilities, insurance, real estate taxes, repairs and maintenance, advertising, administrative and professional. The increase of approximately $0.5 million is primarily attributable to payroll and repairs & maintenance. We expect property operating expenses to increase in the future as our operational activity increases but decrease as a percentage of total revenues as we lease-up our non-stabilized properties.
Property Operating Expenses – Affiliates
Property operating expenses – affiliates for the years ended December 31, 2025 and 2024 were approximately $5.2 million and approximately $5.1 million, respectively. Property operating expenses – affiliates includes property management fees, asset management fees and advisory contract amortization. We expect property operating expenses – affiliates to increase in the future as our operational activity increases.
General and Administrative Expenses
General and administrative expenses for the years ended December 31, 2025 and 2024 were approximately $6.2 million and approximately $5.8 million, respectively. General and administrative expenses consist primarily of legal expenses, directors’ and officers’ insurance, transfer agent fees, an allocation of a portion of our Advisor’s payroll related costs, professional and accounting expenses, and board of directors related costs. The increase in general and administrative expenses of approximately $0.4 million is primarily attributable to an increase in marketing related costs. We expect general and administrative expenses to increase in the future as our operational activity increases, but decrease as a percentage of total revenue.
Depreciation and Amortization Expenses
Depreciation and amortization expenses for the years ended December 31, 2025 and 2024 were approximately $12.9 million and approximately $15.8 million, respectively. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our properties. Amortization expense consists of the amortization of intangible assets resulting from our acquisitions. The decrease in depreciation and amortization expense of approximately $2.9 million is
primarily attributable to leases in place being fully amortized during 2024. We expect depreciation and amortization
expense to fluctuate in the future commensurate with our acquisition activity.
67
Acquisition Expenses – Affiliates
Acquisition expenses – affiliates for the years ended December 31, 2025 and 2024 were approximately $0.4 million and approximately $0.6 million, respectively. Acquisition expenses primarily relate to the costs associated with our potential acquisitions prior to the acquisitions becoming probable in accordance with our capitalization policy. We expect acquisition expenses - affiliates to fluctuate in the future commensurate with our acquisition activity.
Other Property Acquisition Expenses
Other property acquisition expenses for the years ended December 31, 2025 and 2024 were approximately $0.4 million and approximately $0.2 million, respectively. Acquisition expenses primarily relate to the costs associated with our potential acquisitions prior to the acquisitions becoming probable in accordance with our capitalization policy. We expect other property acquisition expenses to fluctuate in the future commensurate with our acquisition activity.
Interest Expense
Interest expense for the years ended December 31, 2025 and 2024 was approximately $16.8 million and approximately $18.0 million, respectively. Interest expense includes interest expense on our debt and the impact of our interest rate derivatives designated for hedge accounting. The decrease in interest expense of approximately $1.2 million is primarily attributable to lower interest rates on new debt entered into during the fourth quarter of 2024 and first quarter of 2025. We expect interest expense to fluctuate in the future commensurate with our debt level and interest rates.
Interest Expense – Debt Issuance Costs
Interest expense – debt issuance costs for the years ended December 31, 2025 and 2024 were approximately $1.1 million and approximately $1.3 million, respectively. The decrease is primarily related to the write off of approximately $0.2 million in debt issuance cost related to the 2024 refinance activity in accordance with GAAP. Interest expense – debt issuance costs reflects the amortization of fees incurred in connection with obtaining financing. We expect interest expense – debt issuance costs to increase commensurate with our financing activity.
Derivative fair value adjustment
Derivative fair value adjustment for the years ended December 31, 2025 and 2024 were approximately $0.5 million loss and approximately $0.2 million gain, respectively. Derivative fair value adjustment consists of fair market value adjustment of our interest rate derivatives we elected not to apply hedge accounting. We expect the derivative fair value adjustment to change in the future based upon changes in interest rates and our interest rate hedging activity.
Other Income
Other income for the years ended December 31, 2025 and 2024 were approximately $0.1 million and approximately $0.4 million, respectively. Other income consists primarily of interest income received on cash and restricted cash. We expect other income to change in the future based upon changes in interest rates and our invested cash balance.
Equity in loss of unconsolidated real estate ventures
Losses from our equity method investments in the JV Properties for the years ended December 31, 2025 and 2024 were approximately $2.1 million and none, respectively. Losses from our equity method investments in the JV Properties consists of our allocation of earnings and losses from our unconsolidated joint ventures. The increase in equity in loss of unconsolidated real estate ventures relates to the completion of construction and the start of property lease up of four JV Properties during 2025. We expect Equity in loss of unconsolidated real estate ventures to decrease in the future as our operational activity increases as we lease-up our unconsolidated real estate ventures.
Foreign currency adjustment
Foreign currency adjustment for the years ended December 31, 2025 and 2024 was approximately $2.2 million gain and approximately $6.5 million loss, respectively. Foreign currency adjustment consists of changes in foreign currency related to our net investments in unconsolidated real estate ventures, not classified as long term in accordance with GAAP. We expect foreign currency adjustment to change in the future based upon changes in exchange rates, as well as future net investments in real estate in currencies other than United States dollars.
68
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) for the years ended December 31, 2025 and 2024. We consider the following data to be meaningful as this allows for the comparison of results without the effects of acquisition, lease up, or development activity.
|
|
Same-Store Facilities |
|
Non Same-Store Facilities |
|
Total |
||||||||||||
|
|
2025 |
|
2024 |
|
% Change |
|
2025 |
|
2024 |
|
% Change |
|
2025 |
|
2024 |
|
% Change |
Revenues(1) |
|
$14,154,264 |
|
$13,537,382 |
|
4.6% |
|
$16,564,337 |
|
$14,701,151 |
|
N/M |
|
$30,718,601 |
|
$28,238,533 |
|
8.8% |
Property operating expenses(2) |
|
5,595,403 |
|
5,659,524 |
|
(1.1)% |
|
7,782,232 |
|
7,045,593 |
|
N/M |
|
13,377,635 |
|
12,705,117 |
|
5.3% |
Net operating income |
|
$8,558,861 |
|
$7,877,858 |
|
8.6% |
|
$8,782,105 |
|
$7,655,558 |
|
N/M |
|
$17,340,966 |
|
$15,533,416 |
|
11.6% |
Number of Facilities |
|
12 |
|
12 |
|
|
|
12 |
|
12 |
|
|
|
24 |
|
24 |
|
|
Rentable square feet(3) |
|
892,610 |
|
892,610 |
|
|
|
1,230,400 |
|
1,254,500 |
|
|
|
2,123,010 |
|
2,147,110 |
|
|
Average physical occupancy(4) |
|
90.3% |
|
91.3% |
|
-1.0% |
|
87.0% |
|
84.5% |
|
N/M |
|
88.4% |
|
87.3% |
|
1.1% |
Annualized rent per occupied square foot(5) |
|
$17.40 |
|
$16.86 |
|
3.2% |
|
N/M |
|
N/M |
|
N/M |
|
$16.93 |
|
$16.49 |
|
|
N/M Not meaningful
Our increase in same-store revenue of approximately $0.6 million was primarily the result of an increase in revenue per occupied square foot of approximately 3.2% for the year ended December 31, 2025 over the year ended December 31, 2024 offset by a decrease in average physical occupancy of approximately 1.0%.
Our same-store property operating expenses decreased by approximately $60,000 or 1.1% for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Net operating income, or NOI, is a non-GAAP measure that we define as net income (loss), computed in accordance with GAAP, generated from properties before corporate general and administrative expenses, asset management fees, interest expense, depreciation, amortization, acquisition expenses, tenant protection economics, and other non-property related income and expense. We believe that NOI is useful for investors as it provides a measure of the operating performance of our operating assets because NOI excludes certain items that are not associated with the ongoing operation of the properties. Additionally, we believe that NOI (sometimes referred to as property operating income) is a widely accepted measure of comparative operating performance in the real estate community. However, our use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount. In addition, NOI is not a substitute for net income (loss), cash flows from operations, or other related financial measures, in evaluating our operating performance.
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:
69
|
|
Year Ended |
||
|
|
December 31, |
|
December 31, |
Net Loss |
|
$(23,999,794) |
|
$(35,578,067) |
Adjusted to exclude: |
|
|
|
|
Asset management fees(1)(2) |
|
3,364,866 |
|
3,442,051 |
General and administrative |
|
6,192,386 |
|
5,832,673 |
Depreciation |
|
12,853,148 |
|
12,762,435 |
Intangible amortization expense |
|
— |
|
3,038,119 |
Acquisition expenses—affiliates |
|
388,834 |
|
589,216 |
Other property acquisition expenses |
|
350,751 |
|
188,039 |
Interest expense |
|
16,787,056 |
|
18,049,353 |
Interest expense—debt issuance costs |
|
1,050,329 |
|
1,278,578 |
Derivative fair value adjustment |
|
531,449 |
|
(184,425) |
Other income (expense) |
|
(117,258) |
|
(397,743) |
Equity in loss of unconsolidated joint ventures |
|
2,114,897 |
|
— |
Foreign currency adjustment |
|
(2,175,698) |
|
6,513,187 |
Total property net operating income |
|
$17,340,966 |
|
$15,533,416 |
Comparison of the Years Ended December 31, 2024 and 2023
The results of operations and cash flows for the years ended December 31, 2024 compared to December 31, 2023 were included in our Annual Report on Form 10-K for the year ended December 31, 2024 which was filed with the SEC on March 31, 2025.
Liquidity and Capital Resources
Cash Flows
A comparison of cash flows for operating, investing and financing activities for the years ended December 31, 2025 and 2024 is as follows:
|
|
Year Ended |
|
|
|
|
||||||
|
|
December 31, |
|
|
December 31, |
|
|
Change |
|
|||
Net cash flow provided by (used in): |
|
|
|
|
|
|
|
|
|
|||
Operating activities |
|
$ |
(19,785,463 |
) |
|
$ |
(5,514,039 |
) |
|
$ |
(14,271,424 |
) |
Investing activities |
|
|
(21,094,612 |
) |
|
|
(12,522,405 |
) |
|
|
(8,572,207 |
) |
Financing activities |
|
|
32,951,820 |
|
|
|
11,193,259 |
|
|
|
21,758,561 |
|
Cash flows used in operating activities for the years ended December 31, 2025 and 2024 were approximately $19.8 million and approximately $5.5 million, respectively, a change of approximately $14.3 million. The decrease in cash used in our operating activities is primarily the result of the lease up of our non stabilized properties and increase in payments made pursuant to due to affiliates.
Cash flows used in investing activities for the years ended December 31, 2025 and 2024 were approximately $21.1 million and approximately $12.5 million, respectively, a change of approximately $8.6 million. The decrease in cash used in our investing activities is primarily the result of a return of capital on investments in unconsolidated real estate ventures in 2024.
Cash flows provided by financing activities for the years ended December 31, 2025 and 2024 were approximately $33.0 million and approximately $11.2 million, respectively, a change of approximately $21.8 million. The increase in cash provided by our financing activities is primarily the result of an increase in net debt proceeds totaling $12.2 million, and net
70
proceeds raised from issuance of preferred units in our Operating Partnership $34.6 million, offset by a decrease in net proceeds from the issuance of common stock by $20.9 million.
Short-Term Liquidity and Capital Resources
Our liquidity needs consist primarily of our property operating expenses, general and administrative expenses, debt service payments, capital expenditures, property acquisitions, development costs for joint venture and wholly owned investments and distributions to our stockholders, preferred stockholders and limited partners in our Operating Partnership, as necessary to maintain our REIT qualification. We generally expect that we will meet our short-term liquidity requirements from the combination of cash on hand, proceeds from our issuance of equity instruments, proceeds from secured and unsecured financing from banks or other lenders and net cash provided from property operations.
Volatility in the debt and equity markets and continued and/or further impact of interest rates, inflation and other economic events will depend on future developments, which are highly uncertain. While we do not expect such events to have a material impact upon our liquidity in the short-term, continued uncertainty or deterioration in the debt and equity markets over an extended period of time could potentially impact our liquidity over the long-term.
Distribution Policy and Distributions
Series B Convertible Preferred Stock Dividends
The shares of Series B 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. Dividends payable on each share of Series B Convertible Preferred Stock will initially be equal to a rate of 8.35% per annum, which accrues daily but is payable quarterly in arrears. If the Series B Convertible Preferred Stock has not been redeemed on or prior to the fifth anniversary date of the Initial Closing, the dividend rate will increase an additional 0.75% per annum each year thereafter to a maximum of 11.0% per annum until the tenth anniversary of the Initial Closing, at which time the dividend rate shall increase 0.75% per annum each year thereafter until the Series B Convertible Preferred Stock is either converted or repurchased in full.
Series D Preferred Units Distributions
The shares of Series D Preferred Units rank senior to all other common 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. Distributions payable on each unit of Series D
Preferred Units will initially be equal to a rate of 6.0% per annum until the second anniversary after the date of issuance, 7%
per annum commencing the day following the second anniversary after the date of issuance, 8% per annum commencing the
day following the third anniversary until the 4th anniversary after the date of issuance, and 9% per annum thereafter. The
Series D Preferred Units accrue distributions daily but is payable monthly in arrears.
Series E Preferred Stock Dividends
The shares of Series E Preferred Stock rank senior to all classes of the Company's common stock, (b) on parity with all other preferred equity securities issued by us from time to time, the terms of which provide that such securities rank on parity with the Series E Preferred Stock; and (c) junior to the preferred equity securities issued by us from time to time, the terms of which expressly provide that it will rank senior to the Series E Preferred Stock (the “Senior Stock”), including the Series B Convertible Preferred Stock, and subject to payment of or provision for our corporate debts and other liabilities. Dividends payable on each share of Series E Preferred Stock will initially be equal to a rate of 8.0% per annum. Dividends payable on the Series E Preferred Stock will accrue and be paid on the basis of a 360-day year consisting of twelve 30-day months and will accrue whether or not (i) we have earnings, (ii) there are funds legally available for the payment of such dividends, and (iii) such dividends are authorized by our board or declared
Common Stock
We commenced paying distributions to our stockholders in March 2021 and intend to continue to pay regular distributions to our stockholders. From the commencement of paying cash distributions in March 2021, 100% of our cash distributions have been paid from the net proceeds of our offerings. Until we are generating operating cash flow sufficient to fund distributions to our stockholders, we may decide to make stock distributions or to make distributions using a combination of stock and cash, or to fund some or all of our distributions from the proceeds of our offerings or from borrowings in anticipation of future cash flow, which may reduce the amount of capital we ultimately invest in properties. Because substantially all of our operations will be 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.
71
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 or make the distributions out of net proceeds from our offerings. Therefore, it is likely that some or all of the distributions that we make will represent a return of capital to stockholders, at least in the first few years of operation. Though we have no present intention to make in-kind distributions, we are authorized by our charter to make in-kind distributions of readily marketable securities, distributions of beneficial interests in a liquidating trust established for our dissolution and the liquidation of our assets in accordance with the terms of the charter or distributions that meet all of the following conditions: (a) our board of directors advises each stockholder of the risks associated with direct ownership of the property; (b) our board of directors offers each stockholder the election of receiving such in-kind distributions; and (c) in-kind distributions are only made to those stockholders who accept such offer.
Distributions will be paid to our stockholders as of the record date selected by our board of directors. We pay distributions monthly based on daily declaration and record dates so that investors may be entitled to distributions immediately upon purchasing our shares. We expect to continue to regularly pay distributions unless our results of operations, our general financial condition, general economic conditions, or other factors inhibit us from doing so. Distributions will be authorized at the discretion of our board of directors, which will be directed, in substantial part, by its obligation to cause us to comply with the REIT requirements of the Code. Our board of directors may increase, decrease or eliminate the distribution rate that is being paid at any time. Distributions will be made on all classes of our common stock at the same time. The per share amount of distributions on different classes of shares will likely differ because of different allocations of class-specific expenses. Specifically, distributions on Class T shares, Class W shares, Class Y shares and Class Z shares will likely be lower than distributions on Class A shares and Class P shares because Class T shares and Class Y shares are subject to ongoing stockholder servicing fees and Class W shares and Class Z shares are subject to ongoing dealer manager servicing fees. The funds we receive from operations that are available for distribution may be affected by a number of factors, including the following:
We must distribute to our stockholders at least 90% of our taxable income each year in order to meet the requirements for being treated as a REIT under the Code. Our directors may authorize distributions in excess of this percentage as they deem appropriate. Because we may receive income from interest or rents at various times during our fiscal year, distributions may not reflect our income earned in that particular distribution period, but may be made in anticipation of cash flow that we expect to receive during a later period and may be made in advance of actual receipt of funds in an attempt to make distributions relatively uniform. To allow for such differences in timing between the receipt of income and the payment of expenses, and the effect of required debt payments, among other things, we could be required to borrow funds from third parties on a short-term basis, issue new securities, or sell assets to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions. These methods of obtaining funding could affect future distributions by increasing operating costs and decreasing available cash, which could reduce the value of our stockholders' investments in our shares. In addition, such distributions may constitute a return of investors’ capital.
We have not been able to and may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from debt financing or from proceeds from the issuance of common stock in our offerings.
72
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. However, our operating performance cannot be accurately predicted and may deteriorate in the future due to numerous factors, including our ability to raise and invest capital at favorable yields, the financial performance of our investments in the current real estate and financial environment and the types and mix of investments in our portfolio. As a result, future distributions declared and paid may exceed cash flow from operations.
The following shows our cash distributions and the sources of such cash distributions for the years ended December 31, 2025 and 2024:
|
|
Year Ended December 31, 2025 |
|
|
|
|
|
Year Ended December 31, 2024 |
|
|
|
|
||||
Distributions paid in cash — common stockholders |
|
$ |
8,598,699 |
|
|
|
|
|
$ |
7,626,356 |
|
|
|
|
||
Distributions paid in cash — preferred stockholders |
|
|
12,516,374 |
|
|
|
|
|
|
12,530,766 |
|
|
|
|
||
Distributions paid in cash — preferred unitholders in our Operating Partnership |
|
|
361,667 |
|
|
|
|
|
|
— |
|
|
|
|
||
Distributions paid in cash — Operating Partnership unitholders |
|
|
340,865 |
|
|
|
|
|
|
341,104 |
|
|
|
|
||
Distributions reinvested |
|
|
6,666,207 |
|
|
|
|
|
|
5,736,254 |
|
|
|
|
||
Total distributions |
|
$ |
28,483,812 |
|
|
|
|
|
$ |
26,234,480 |
|
|
|
|
||
Source of distributions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash flows provided by operations |
|
$ |
— |
|
|
|
0.0 |
% |
|
$ |
— |
|
|
|
0.0 |
% |
Proceeds from offerings |
|
|
21,817,605 |
|
|
|
76.6 |
% |
|
|
20,498,226 |
|
|
|
78.1 |
% |
Offering proceeds from distribution |
|
|
6,666,207 |
|
|
|
23.4 |
% |
|
|
5,736,254 |
|
|
|
21.9 |
% |
Total sources |
|
$ |
28,483,812 |
|
|
|
100.0 |
% |
|
$ |
26,234,480 |
|
|
|
100.0 |
% |
From our inception through December 31, 2025, we have paid cumulative distributions of approximately $78.6 million, as compared to cumulative net loss attributable to our common stockholders of approximately $148.0 million.
For the year ended December 31, 2025, we paid distributions of approximately $28.5 million, as compared to a net loss attributable to our common stockholders of approximately $36.6 million. Net loss attributable to our common stockholders for the year ended December 31, 2025, reflects non-cash depreciation of approximately $12.9 million and acquisition related expenses of approximately $0.7 million.
For the year ended December 31, 2024, we paid distributions of approximately $26.2 million, as compared to a net loss attributable to our common stockholders of approximately $47.3 million. Net loss attributable to our common stockholders for the year ended December 31, 2024, reflects non-cash depreciation and amortization of approximately $15.8 million and acquisition related expenses of approximately $0.8 million.
Indebtedness
As of December 31, 2025, our total indebtedness was approximately $292.9 million which included approximately $165.5 million of variable rate debt and approximately $129.3 million of fixed rate debt, less approximately $1.9 million in net debt issuance costs. See Note 5 – Debt, of the Notes to the Consolidated Financial Statements contained in this report for more information about our indebtedness.
Long-Term Liquidity and Capital Resources
On a long-term basis, our principal demands for funds will be for property acquisitions, either directly or through entity interests, for the payment of operating expenses and distributions, and for the payment of principal and interest on our outstanding indebtedness.
Our material cash requirements from known contractual and other obligations primarily relate to the following, for which information on both a short-term and long-term basis is provided in the indicated notes to the consolidated financial statements:
73
Long-term potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, issuance of equity instruments and undistributed funds from operations. To the extent we are not able to secure requisite financing in the form of a credit facility or other debt, we will be dependent upon proceeds from the issuance of equity securities and cash flows from operating activities in order to meet our long-term liquidity requirements and to fund our distributions.
The following table presents the future principal payments required on outstanding debt as of December 31, 2025:
2026 |
|
2,603,665 |
2027 |
|
111,426,803 |
2028 |
|
51,969,546 |
2029 |
|
326,349 |
2030 |
|
128,531,119 |
Total payments |
|
294,857,482 |
Debt issuance costs, net |
|
(1,949,228) |
Total |
|
$292,908,254 |
Off Balance Sheet Arrangements
We have joint ventures with SmartCentres, which are accounted for using the equity method of accounting (Refer to Note 4 of the Notes to the Consolidated Financial Statements). Other than the foregoing, we do not currently have any relationships with unconsolidated entities or financial partnerships. Such entities are often referred to as structured finance or special purpose entities, which typically are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Subsequent Events
Please see Note 13 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.
74
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. 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. We may be exposed to the effects of interest rate changes primarily as a result of borrowings used to maintain liquidity and fund acquisition, expansion, and financing of our real estate investment portfolio and operations. Our interest rate risk management objectives will be to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we may borrow at fixed rates or variable rates. 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 will not enter into derivative or interest rate transactions for speculative purposes.
As of December 31, 2025, our total indebtedness was approximately $292.9 million, which included approximately $165.5 million in variable rate debt and approximately $129.3 million of fixed rate debt, less approximately $1.9 million in net debt issuance costs. A 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, net of our interest rate derivatives, would decrease future earnings and cash flows by approximately $0.3 million annually.
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. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.
The following table summarizes future debt maturities and average interest rates on our outstanding debt as of December 31, 2025:
|
|
Payments due during the years ended December 31, |
|
|||||||||||||||||||||||||
|
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
2030 |
|
|
Thereafter |
|
|
Total |
|
|||||||
Variable rate debt |
|
$ |
2,603,665 |
|
|
$ |
111,240,414 |
|
|
$ |
51,671,603 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
165,515,682 |
|
Average interest rate(1) |
|
|
6.24 |
% |
|
|
6.24 |
% |
|
|
5.40 |
% |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
|
|
||||
Fixed rate debt |
|
$ |
— |
|
|
$ |
186,389 |
|
|
$ |
297,943 |
|
|
$ |
326,349 |
|
|
$ |
128,531,119 |
|
|
$ |
— |
|
|
$ |
129,341,800 |
|
Average interest rate |
|
|
6.88 |
% |
|
|
6.88 |
% |
|
|
6.88 |
% |
|
|
6.88 |
% |
|
|
6.88 |
% |
|
N/A |
|
|
|
|
||
Currently, our only foreign exchange rate risk comes from our Canadian properties, investments in our Canadian joint ventures and the Canadian Dollar (“CAD”). We generate all of our revenues and expend essentially all of our operating expenses and third party CAD-denominated debt service cost related to our Canadian properties in CAD. As a result of fluctuations in currency exchange, our cash flows and results of operations could be affected.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data filed as part of this report are set forth below beginning on page F-1 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
75
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this report, management, including our Chief Executive Officer (our Principal Executive Officer) and our Chief Financial Officer (our Principal Financial Officer), evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for us. Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated, as of December 31, 2025, the effectiveness of our internal control over financial reporting using the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
For the quarter ended December 31, 2025, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.
Insider Trading Arrangements
During the three months ended December 31, 2025, none of our officers or directors (as defined in Rule 16a-1(f) of the Exchange Act)
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
76
PART III
we expect to file a definitive Proxy Statement for our 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”) with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instructions G(3) to Form 10-K and is incorporated by reference to the 2026 Proxy Statement. Only those sections of the 2026 Proxy Statement that specifically address the items required to be set forth herein are incorporated by reference.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Insider Trading Policy
We have
The other information required by this Item is incorporated by reference to the 2026 Proxy Statement to be filed with the SEC.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the 2026 Proxy Statement to be filed with the SEC.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference to the 2026 Proxy Statement to be filed with the SEC.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference to the 2026 Proxy Statement to be filed with the SEC.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item is incorporated by reference to the 2026 Proxy Statement to be filed with the SEC.
77
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
ITEM 16. FORM 10-K SUMMARY
None.
78
EXHIBIT INDEX
The following exhibits are included in this report on Form 10-K for the period ended December 31, 2025 (and are numbered in accordance with Item 601 of Regulation S-K).
Exhibit No. |
|
Description |
|
|
|
3.1 |
|
First Articles of Amendment and Restatement of Strategic Storage Trust VI, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-11, filed on May 28, 2021, Commission File No. 333-256598 |
|
|
|
3.2 |
|
Amended and Restated Bylaws of Strategic Storage Trust VI, Inc., incorporated by reference to Exhibit 3.2 to Pre-Effective Amendment No. 6 to the Company’s Registration Statement on Form S-11, filed on March 15, 2022, Commission File No. 333-256598 |
|
|
|
3.3 |
|
Articles of Amendment of Strategic Storage Trust VI, Inc., incorporated by reference to Exhibit 3.3 to Pre-Effective Amendment No. 6 to the Company’s Registration Statement on Form S-11, filed on March 15, 2022, Commission File No. 333-256598 |
|
|
|
3.4 |
|
Articles Supplementary of Strategic Storage Trust VI, Inc., incorporated by reference to Exhibit 3.4 to Pre-Effective Amendment No. 6 to the Company’s Registration Statement on Form S-11, filed on March 15, 2022, Commission File No. 333-256598 |
|
|
|
3.5 |
|
Second Articles of Amendment of Strategic Storage Trust VI, Inc., incorporated by reference to Exhibit 3.5 to Pre-Effective Amendment No. 6 to the Company’s Registration Statement on Form S-11, filed on March 15, 2022, Commission File No. 333-256598 |
|
|
|
3.6 |
|
Articles Supplementary for Series B Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on May 3, 2023, Commission File No. 000-56545 |
|
|
|
3.7 |
|
Articles Supplementary of Strategic Storage Trust VI, Inc., incorporated by reference to Exhibit 3.1 to Post-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-11, filed on November 1, 2023, Commission File No. 333-256598 |
|
|
|
3.8 |
|
Certificate of Correction to the Articles Supplementary, incorporated by reference to Exhibit 3.7 to the Company's Quarterly Report on Form 10-Q, filed on November 14, 2023, Commission File No. 000-56545 |
|
|
|
3.9 |
|
Articles Supplementary for Series E Preferred Stock, incorporated by reference to Exhibit 3.1 to the Company’s |
|
|
|
10.1 |
|
Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership VI, L.P., incorporated by reference to Exhibit 10.1 to Pre-Effective Amendment No. 6 to the Company’s Registration Statement on Form S-11, filed on March 15, 2022, Commission File No. 333-256598 |
|
|
|
10.2 |
|
Amendment No.1 to the Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership VI, L.P., dated as of January 30, 2023, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on January 31, 2023, Commission File No. 333-256598 |
|
|
|
10.3 |
|
Amendment No.2 to the Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership VI, L.P., dated as of May 1, 2023, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on May 3, 2023, Commission File No. 000-56545 |
|
|
|
10.4 |
|
Amendment No. 3 to the Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership VI, L.P., dated as of November 1, 2023, incorporated by reference to Exhibit 10.1 to Post-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-11, filed on November 1, 2023, Commission File No. 333-256598 |
|
|
|
10.5 |
|
Amendment No. 4 to the Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership VI, L.P., dated as of September 19, 2024, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on November 12, 2024, Commission File No. 000-56545 |
|
|
|
79
10.6 |
|
Amendment No. 5 to the Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership VI, L.P., dated as of August 29, 2025, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on September 5, 2025, Commission File No. 000-56545 |
|
|
|
10.7 |
|
Amendment No. 6 to the Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership VI, L.P., dated as of September 26, 2025, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on October 6, 2025, Commission File No. 000-56545 |
|
|
|
10.8 |
|
Amended and Restated Advisory Agreement, incorporated by reference to Exhibit 10.2 to Pre-Effective Amendment No. 6 to the Company’s Registration Statement on Form S-11, filed on March 15, 2022, Commission File No. 333-256598 |
|
|
|
10.9 |
|
Strategic Storage Trust VI, Inc. Second Amended and Restated Distribution Reinvestment Plan (included as Appendix B to the Prospectus), incorporated by reference to Exhibit 10.6 to Post-Effective Amendment No. 3 to the Company’s Registration Statement on Form S-11, filed on October 4, 2023, Commission File No. 333-256598 |
|
|
|
10.10 |
|
Employee and Director Long-Term Incentive Plan of Strategic Storage Trust VI, Inc., incorporated by reference to Exhibit 10.4 the Company’s Registration Statement on Form S-11, filed on May 28, 2021, Commission File No. 333-256598 |
|
|
|
10.11 |
|
Syndicated Term Loan Agreement with Huntington National Bank and the co-lenders party thereto, dated November 30, 2021, incorporated by reference to Exhibit 10.29 to Pre-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-11, filed on February 8, 2022, Commission File No. 333-256598 |
|
|
|
10.12 |
|
Promissory Note in favor of Huntington National Bank, dated November 30, 2021, incorporated by reference to Exhibit 10.30 to Pre-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-11, filed on February 8, 2022, Commission File No. 333-256598 |
|
|
|
10.13 |
|
Guaranty of Payment and Recourse Carve-Outs in favor of Huntington National Bank, dated November 30, 2021, incorporated by reference to Exhibit 10.31 to Pre-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-11, filed on February 8, 2022, Commission File No. 333-256598 |
|
|
|
10.14 |
|
Joinder Agreement and First Amendment to Loan Documents, dated December 30, 2021, incorporated by reference to Exhibit 10.32 to Pre-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-11, filed on February 8, 2022, Commission File No. 333-256598 |
|
|
|
10.15 |
|
Joinder Agreement and Second Amendment to Loan Documents, dated May 17, 2022, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 17, 2022, Commission File No. 333-256598 |
|
|
|
10.16 |
|
Joinder Agreement and Third Amendment to Loan Documents, dated April 13, 2023, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 19, 2023, Commission File No. 333-256598 |
|
|
|
10.17 |
|
Fourth Amendment to Loan Documents, dated April 13, 2023, incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K, filed on March 31, 2025, Commission File No. 000-56545 |
|
|
|
10.18 |
|
Joinder Agreement and Fifth Amendment to Loan Documents, dated November 15, 2024, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 19, 2024, Commission File No. 000-56545 |
|
|
|
10.19 |
|
Promissory Note in favor of Huntington National Bank, dated December 30, 2021, incorporated by reference to Exhibit 10.33 to Pre-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-11, filed on February 8, 2022, Commission File No. 333-256598 |
|
|
|
10.20 |
|
Mezzanine Loan Agreement with SmartStop OP, L.P., dated December 30, 2021, incorporated by reference to Exhibit 10.34 to Pre-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-11, filed on February 8, 2022, Commission File No. 333-256598 |
|
|
|
10.21 |
|
Promissory Note in favor of SmartStop OP, L.P., dated December 30, 2021, incorporated by reference to Exhibit 10.35 to Pre-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-11, filed on February 8, 2022, Commission File No. 333-256598 |
|
|
|
80
10.22 |
|
Guaranty of Recourse Obligations in favor of SmartStop OP, L.P., dated December 30, 2021, incorporated by reference to Exhibit 10.36 to Pre-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-11, filed on February 8, 2022, Commission File No. 333-256598 |
|
|
|
10.23 |
|
Omnibus First Amendment to Mezzanine Loan Documents, dated July 8, 2022, incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q, filed on August 8, 2022, Commission File No. 333-256598 |
|
|
|
10.24 |
|
Omnibus Second Amendment to Mezzanine Loan Agreement with SmartStop OP, L.P., dated December 20, 2022, incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K, filed on March 22, 2023, Commission File No. 333-256598 |
|
|
|
10.25 |
|
Amended and Restated Promissory Note in favor of SmartStop OP, L.P., dated December 20, 2022, incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K, filed on March 22, 2023, Commission File No. 333-256598 |
|
|
|
10.26 |
|
Non-Revolving Term Facility Credit Agreement in favor of National Bank of Canada, dated as of September 20, 2022, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 22, 2022, Commission File No. 333-256598 |
|
|
|
10.27 |
|
Series A Cumulative Redeemable Preferred Unit Purchase Agreement, dated as of January 30, 2023, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 31, 2023, Commission File No. 333-256598 |
|
|
|
10.28 |
|
Non-Revolving Term Facility Credit Agreement, dated as of January 31, 2023, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on January 31, 2023, Commission File No. 333-256598 |
|
|
|
10.29 |
|
Preferred Stock Purchase Agreement, dated as of May 1, 2023, by and between Strategic Storage Trust VI, Inc. and Extra Space Storage LP, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 3, 2023, Commission File No. 000-56545 |
|
|
|
10.30 |
|
Investors’ Rights Agreement, dated as of May 1, 2023, by and between Strategic Storage Trust VI, Inc. and Extra Space Storage LP, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on May 3, 2023, Commission File No. 000-56545 |
|
|
|
10.31 |
|
Purchase Agreement for the Ontario Portfolio, dated as of April 5, 2023, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 12, 2023, Commission File No. 000-56545 |
|
|
|
10.32 |
|
Non-Revolving Term Facility Credit Agreement, dated as of June 15, 2023, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 22, 2023, Commission File No. 000-56545 |
|
|
|
10.33 |
|
Sponsor Funding Agreement, dated as of November 1, 2023, by and among Strategic Storage Trust VI, Inc., Strategic Storage Operating Partnership VI, L.P., and SmartStop REIT Advisors, LLC, dated as of November 1, 2023, incorporated by reference to Exhibit 10.2 to Post-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-11, filed on November 1, 2023, Commission File No. 333-256598 |
|
|
|
10.34 |
|
Credit Agreement, dated as of January 8, 2025, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 14, 2025, Commission File No. 000-56545 |
|
|
|
10.35 |
|
Series D Cumulative Redeemable Preferred Unit Purchase Agreement, dated as of September 4, 2025, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on September 5, 2025, Commission File No. 000-56545 |
|
|
|
19 |
|
Insider Trading Policy, incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K, filed on March 31, 2025, Commission File No. 000-56545 |
|
|
|
21.1* |
|
Subsidiaries of Strategic Storage Trust VI, Inc. |
|
|
|
23.1* |
|
Consent of BDO USA, P.C. |
|
|
|
31.1* |
|
Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
31.2* |
|
Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
81
32.1* |
|
Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
32.2* |
|
Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
99.1* |
|
Consent of Robert A Stanger & Co |
|
|
|
101* |
|
The following Strategic Storage Trust VI, Inc. financial information for Year Ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Equity and Temporary Equity, (v) Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
|
|
|
104* |
|
The cover page from the Strategic Storage Trust VI, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, has been formatted in Inline XBRL. |
* Filed herewith.
82
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
STRATEGIC STORAGE TRUST VI, INC. (Registrant) |
|
Dated: March 24, 2026 |
|
By: |
/s/ Matt F. Lopez |
|
|
|
Matt F. Lopez Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ H. Michael Schwartz |
|
Chairman of the Board of Directors, Chief Executive Officer, and President |
|
March 24, 2026 |
H. Michael Schwartz |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Matt F. Lopez |
|
Chief Financial Officer and Treasurer |
|
March 24, 2026 |
Matt F. Lopez |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/ Stephen G. Muzzy |
|
Independent Director |
|
March 24, 2026 |
Stephen G. Muzzy |
|
|
|
|
|
|
|
|
|
/s/ Alexander S. Vellandi |
|
Independent Director |
|
March 24, 2026 |
Alexander S. Vellandi |
|
|
|
|
83
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2025
Consolidated Financial Statements |
Page |
|
|
Report of Independent Registered Public Accounting Firm : BDO USA, P.C.; Costa Mesa, California; (PCAOB ID# |
F-2 |
|
Consolidated Balance Sheets |
F-3 |
|
Consolidated Statements of Operations |
F-4 |
|
Consolidated Statements of Comprehensive Loss |
F-5 |
|
Consolidated Statements of Equity and Temporary Equity |
F-6 |
|
Consolidated Statements of Cash Flows |
F-9 |
|
Notes to Consolidated Financial Statements |
F-11 |
|
|
|
Financial Statement Schedule |
|
|
|
|
|
|
Schedule III - Real Estate and Accumulated Depreciation |
S-0 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Strategic Storage Trust VI, Inc.
Ladera Ranch, California
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Strategic Storage Trust VI, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, equity and temporary equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
We have served as the Company's auditor since 2021.
March 24, 2026
F-2
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
|
|
December 31, |
|
|
December 31, |
|
||
ASSETS |
|
|
|
|
|
|
||
Real estate facilities: |
|
|
|
|
|
|
||
Land |
|
$ |
|
|
$ |
|
||
Buildings |
|
|
|
|
|
|
||
Site improvements |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Construction in process |
|
|
|
|
|
|
||
Real estate facilities, net |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
|
||
Investments in unconsolidated real estate ventures (Note 4) |
|
|
|
|
|
|
||
Other assets, net |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
LIABILITIES, TEMPORARY EQUITY AND EQUITY |
|
|
|
|
|
|
||
Debt, net |
|
$ |
|
|
$ |
|
||
Accounts payable and accrued liabilities |
|
|
|
|
|
|
||
Distributions payable |
|
|
|
|
|
|
||
Due to affiliates |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
Commitments and contingencies (Note 10) |
|
|
|
|
|
|
||
Redeemable common stock |
|
|
|
|
|
|
||
Series B Convertible Preferred Stock, net $ |
|
|
|
|
|
|
||
Series D Preferred units in our Operating Partnership, net $ |
|
|
|
|
|
|
||
Series E Redeemable |
|
|
|
|
|
|
||
Equity: |
|
|
|
|
|
|
||
Strategic Storage Trust VI, Inc.: |
|
|
|
|
|
|
||
Preferred Stock, $ |
|
|
— |
|
|
|
— |
|
Class P Common stock, $ |
|
|
|
|
|
|
||
Class A Common stock, $ |
|
|
|
|
|
|
||
Class T Common stock, $ |
|
|
|
|
|
|
||
Class W Common stock, $ |
|
|
|
|
|
|
||
Class Y Common stock, $ |
|
|
|
|
|
|
||
Class Z Common stock, $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Distributions |
|
|
( |
) |
|
|
( |
) |
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Total Strategic Storage Trust VI, Inc. equity |
|
|
|
|
|
|
||
Noncontrolling interests in our Operating Partnership |
|
|
( |
) |
|
|
|
|
Noncontrolling Series C Subordinated Units in our Operating Partnership |
|
|
|
|
|
|
||
Total noncontrolling interest |
|
|
|
|
|
|
||
Total equity |
|
|
|
|
|
|
||
Total liabilities, temporary equity and equity |
|
$ |
|
|
$ |
|
||
See notes to consolidated financial statements.
F-3
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Revenues: |
|
|
|
|
|
|
|
|
|
|||
Self storage rental revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Ancillary operating revenue |
|
|
|
|
|
|
|
|
|
|||
Total revenues |
|
|
|
|
|
|
|
|
|
|||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||
Property operating expenses |
|
|
|
|
|
|
|
|
|
|||
Property operating expenses – affiliates |
|
|
|
|
|
|
|
|
|
|||
General and administrative |
|
|
|
|
|
|
|
|
|
|||
Depreciation |
|
|
|
|
|
|
|
|
|
|||
Intangible amortization expense |
|
|
|
|
|
|
|
|
|
|||
Acquisition expense – affiliates |
|
|
|
|
|
|
|
|
|
|||
Other property acquisition expenses |
|
|
|
|
|
|
|
|
|
|||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|||
Operating loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest expense – debt issuance costs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Derivative fair value adjustment |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Other income, net |
|
|
|
|
|
|
|
|
|
|||
Equity in loss of unconsolidated real estate ventures |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Foreign currency adjustment |
|
|
|
|
|
( |
) |
|
|
|
||
Net loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Less: Distributions to preferred unitholders in our Operating Partnership |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Less: Distributions to preferred stockholders |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Less: Accretion of preferred equity costs |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Net loss attributable to the noncontrolling interests in our Operating Partnership |
|
|
|
|
|
|
|
|
|
|||
Net loss attributable to Strategic Storage Trust VI, Inc. common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per Class P share—basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per Class A share—basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per Class T share—basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per Class W share—basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per Class Y share—basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per Class Z share—basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average Class P shares outstanding—basic and diluted |
|
|
|
|
|
|
|
|
|
|||
Weighted average Class A shares outstanding—basic and diluted |
|
|
|
|
|
|
|
|
|
|||
Weighted average Class T shares outstanding—basic and diluted |
|
|
|
|
|
|
|
|
|
|||
Weighted average Class W shares outstanding—basic and diluted |
|
|
|
|
|
|
|
|
|
|||
Weighted average Class Y shares outstanding—basic and diluted |
|
|
|
|
|
|
|
|
|
|||
Weighted average Class Z shares outstanding—basic and diluted |
|
|
|
|
|
|
|
|
|
|||
See notes to consolidated financial statements.
F-4
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment |
|
|
|
|
|
( |
) |
|
|
|
||
Foreign currency hedge contract |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Interest rate hedge contract |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Other comprehensive income (loss) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Comprehensive loss attributable to noncontrolling |
|
|
|
|
|
|
|
|
|
|||
Comprehensive loss attributable to the noncontrolling |
|
|
|
|
|
|
|
|
|
|||
Comprehensive loss attributable to Strategic Storage Trust |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
See notes to consolidated financial statements.
F-5
Strategic Storage Trust VI, Inc. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY AND TEMPORARY EQUITY
YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
|
Common Stock |
|
|
|
|
|
Noncontrolling Interest |
|
|
|
|
||||||||||||
|
Class P |
Class A |
Class T |
Class W |
Class Y |
Class Z |
|
|
|
|
|
in our Operating Partnership |
|
|
|
|
|||||||
|
Number |
Common |
Number |
Common |
Number |
Common |
Number |
Common |
Number |
Common |
Number |
Common |
Additional |
Distributions |
Accumulated |
Accumulated |
Total |
Noncontrolling |
Series C Subordinated Units |
Total |
Redeemable |
Preferred |
Preferred |
Balance as of December 31, 2022 |
$ |
$ |
$ |
$ |
— |
$— |
— |
$— |
$ |
$( |
$( |
$( |
$ |
$ |
$— |
$ |
$ |
$— |
$— |
||||
Gross proceeds from issuance of common stock |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||
Offering costs |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
— |
( |
— |
— |
( |
— |
— |
— |
Reimbursement of offering cost by Advisor |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||
Changes to redeemable common stock |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
— |
( |
— |
— |
( |
— |
— |
|
Redemption of common stock |
( |
( |
( |
( |
( |
( |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
( |
( |
— |
— |
Distributions ($ |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
( |
— |
— |
( |
— |
— |
— |
Distribution of common stock |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||
Distributions to noncontrolling interests |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
( |
— |
— |
— |
Distributions to preferred unitholders in our Operating Partnership |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
Distributions to preferred stockholders |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
Issuance of shares for distribution reinvestment plan |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
||||||||||||
Issuance of restricted stock |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
||||
Stock based compensation expense |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||
Gross proceeds from issuance of preferred equity in our Operating Partnership |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|
Preferred equity issuance costs |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
Accretion of preferred equity issuance costs |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|
Redemption of preferred equity in our Operating Partnership |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
Gross proceeds from issuance of Series B Convertible Preferred Equity |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|
Preferred equity issuance costs |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
Issuance of Series C Subordinated Units |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
||
Net loss attributable to Strategic Storage Trust VI, Inc. |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
( |
— |
— |
( |
— |
||
Net loss attributable to the noncontrolling interests in our Operating Partnership |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
( |
— |
— |
— |
Interest rate hedge contracts |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
||||
Foreign currency hedge contract |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
( |
( |
— |
( |
— |
— |
— |
Foreign currency translation adjustment |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
— |
— |
|||
Balance as of December 31, 2023 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
$( |
$( |
$ |
$ |
$ |
$ |
$ |
$ |
$— |
$ |
||||||
See notes to consolidated financial statements.
F-6
Strategic Storage Trust VI, Inc. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY AND TEMPORARY EQUITY (CONTINUED)
YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
|
Common Stock |
|
|
|
|
|
Noncontrolling Interest |
|
|
|
|
||||||||||||
|
Class P |
Class A |
Class T |
Class W |
Class Y |
Class Z |
|
|
|
|
|
in our Operating Partnership |
|
|
|
|
|||||||
|
Number |
Common |
Number |
Common |
Number |
Common |
Number |
Common |
Number |
Common |
Number |
Common |
Additional |
Distributions |
Accumulated |
Accumulated |
Total |
Noncontrolling |
Series C Subordinated Units |
Total |
Redeemable |
Preferred |
Preferred |
Balance as of December 31, 2023 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
$( |
$( |
$ |
$ |
$ |
$ |
$ |
$ |
$— |
$ |
||||||
Gross proceeds from issuance of common stock |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||
Offering costs |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
— |
( |
— |
— |
( |
— |
— |
— |
Changes to redeemable common stock |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
— |
( |
— |
— |
( |
— |
— |
|
Redemption of common stock |
( |
( |
( |
( |
( |
( |
( |
( |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
( |
( |
— |
— |
Distributions ($ |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
( |
— |
— |
( |
— |
— |
— |
Distributions to noncontrolling interests |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
( |
— |
— |
— |
Distributions to preferred shareholders |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
Issuance of shares for distribution reinvestment plan (DRP) |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||
Issuance of restricted stock |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
||||
Stock based compensation expense |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||
Distribution of common stock |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
— |
— |
— |
— |
— |
— |
|||
Issuance of Series C Subordinated Units |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
||
Net loss attributable to Strategic Storage Trust VI, Inc. |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
( |
— |
— |
( |
— |
— |
|
Net loss attributable to the noncontrolling interests in our Operating Partnership |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
( |
— |
— |
— |
Interest rate hedge contracts |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
( |
( |
— |
( |
— |
— |
— |
Foreign currency translation adjustment |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
( |
( |
— |
( |
— |
— |
— |
Foreign currency hedge contract |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
||||
Balance as of December 31, 2024 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
$( |
$( |
$( |
$ |
$ |
$ |
$ |
$ |
$— |
$ |
||||||
See notes to consolidated financial statements.
F-7
Strategic Storage Trust VI, Inc. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY AND TEMPORARY EQUITY (CONTINUED)
YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
|
Common Stock |
|
|
|
|
|
Noncontrolling Interest |
|
|
|
|
|
||||||||||||
|
Class P |
Class A |
Class T |
Class W |
Class Y |
Class Z |
|
|
|
|
|
in our Operating Partnership |
|
|
|
|
|
|||||||
|
Number |
Common |
Number |
Common |
Number |
Common |
Number |
Common |
Number |
Common |
Number |
Common |
Additional |
Distributions |
Accumulated |
Accumulated |
Total |
Noncontrolling |
Series C Subordinated Units |
Total |
Redeemable |
Preferred |
Preferred |
Series D Preferred Units in our Operating Partnership |
Balance as of December 31, 2024 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
$( |
$( |
$( |
$ |
$ |
$ |
$ |
$ |
$— |
$ |
$— |
||||||
Gross proceeds from issuance of common stock |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||
Offering costs |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
— |
( |
— |
— |
( |
— |
— |
— |
— |
Adjustment to offering costs (See Note 2) |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||
Changes to redeemable common stock |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
— |
( |
— |
— |
( |
— |
— |
— |
|
Redemption of common stock |
( |
( |
( |
( |
( |
( |
( |
( |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
( |
( |
— |
— |
— |
Distributions ($ |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
( |
— |
— |
( |
— |
— |
— |
— |
Distributions to noncontrolling interests |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
( |
— |
— |
— |
— |
Distributions to preferred |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
( |
Issuance of shares for distribution reinvestment plan (DRP) |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||
Issuance of restricted stock |
— |
— |
5 |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||
Stock based compensation expense |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||
Distribution of common stock |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
— |
— |
— |
— |
— |
— |
— |
— |
||
Issuance of Series C Subordinated Units |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
||
Issuance of Series D Preferred Units |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|
Series D Preferred equity issuance costs |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
Net loss attributable to Strategic Storage Trust VI, Inc. |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
( |
— |
— |
( |
— |
— |
||
Net loss attributable to the noncontrolling interests in our Operating Partnership |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
— |
( |
— |
— |
— |
— |
Interest rate hedge contracts |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
( |
( |
— |
( |
— |
— |
— |
— |
Foreign currency translation adjustment |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
||||
Foreign currency hedge contract |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
( |
( |
— |
( |
— |
— |
— |
— |
Balance as of December 31, 2025 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
$( |
$( |
$( |
$ |
$( |
$ |
$ |
$ |
$— |
$ |
$ |
||||||
See notes to consolidated financial statements.
F-8
Strategic Storage Trust VI, Inc. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|||
Amortization of debt issuance costs |
|
|
|
|
|
|
|
|
|
|||
Stock based compensation expense related to issuance of restricted stock |
|
|
|
|
|
|
|
|
|
|||
Accretion of preferred equity costs |
|
|
— |
|
|
|
— |
|
|
|
|
|
Equity in loss of unconsolidated joint venture |
|
|
|
|
|
— |
|
|
|
— |
|
|
Unrealized derivative gain (loss) |
|
|
|
|
|
( |
) |
|
|
|
||
Derivative fair value adjustment |
|
|
|
|
|
|
|
|
|
|||
Unrealized foreign currency adjustment |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|||
Other assets, net |
|
|
|
|
|
|
|
|
( |
) |
||
Purchase of interest rate derivative |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Settlement of interest rate derivative |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Purchase of foreign exchange derivative |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Accounts payable and accrued liabilities |
|
|
|
|
|
( |
) |
|
|
|
||
Due to affiliates |
|
|
( |
) |
|
|
|
|
|
|
||
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|||
Purchase of real estate facilities |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Additions to real estate facilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Deposits on acquisitions of real estate facilities and investments in |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Refund of deposits on acquisitions of real estate facilities |
|
|
— |
|
|
|
|
|
|
— |
|
|
Investment in company owned life insurance |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Investments in unconsolidated real estate ventures |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Return of capital on investments in unconsolidated real estate ventures |
|
|
— |
|
|
|
|
|
|
— |
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of secured debt |
|
|
|
|
|
|
|
|
|
|||
Repayment of secured debt |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Scheduled principal payments of secured debt |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Prepaid debt issuance costs |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Debt issuance costs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Gross proceeds from issuance of common stock |
|
|
|
|
|
|
|
|
|
|||
Offering costs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from issuance of preferred equity in our Operating Partnership |
|
|
— |
|
|
|
— |
|
|
|
|
|
Redemption of preferred equity in our Operating Partnership |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Preferred equity in our Operating Partnership issuance costs |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Gross proceeds from issuance of preferred stock |
|
|
— |
|
|
|
— |
|
|
|
|
|
Preferred stock issuance costs |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Proceeds from issuance of Series C units |
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of Series D preferred units |
|
|
|
|
|
— |
|
|
|
— |
|
|
Series D Preferred unit issuance costs |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Redemption of common stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Distributions paid to common stockholders |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Distributions paid to noncontrolling interest in our Operating Partnership |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Distributions paid to preferred stockholders |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Distributions paid to preferred unitholders in our Operating Partnership |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Net cash provided by financing activities |
|
|
|
|
|
|
|
|
|
|||
Impact of foreign exchange rate changes on cash and restricted cash |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net change in cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Cash, cash equivalents and restricted cash, beginning of year |
|
|
|
|
|
|
|
|
|
|||
Cash, cash equivalents and restricted cash, end of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
F-9
STrategic Storage Trust VI, Inc. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
Supplemental disclosures and non-cash transactions: |
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest, net of amounts capitalized |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Distribution of common stock |
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Offering costs included in accounts payable and accrued liabilities |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Interest rate swap contract in other assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Interest rate swap contracts in accounts payable and accrued liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Foreign currency hedge contract in other assets |
|
$ |
|
|
$ |
|
|
$ |
— |
|
||
Foreign currency translation adjustment |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Deposits applied to investments in unconsolidated real estate ventures |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
Deposits on acquisition of real estate facilities in due to affiliates |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
Issuance of shares pursuant to distribution reinvestment plan |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Distributions payable to common and preferred stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Distributions payable to noncontrolling interests in our Operating Partnership |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Real estate and construction in process in accounts payable and accrued liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Redemption of common stock in accounts payable and accrued liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Unrealized derivative adjustment |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
Deposits applied to acquisition of real estate |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
See notes to consolidated financial statements.
F-10
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 1. Organization
Strategic Storage Trust VI, Inc., a Maryland corporation (the “Company”), was formed on
SmartStop REIT Advisors, LLC is our sponsor (our “Sponsor”). Our Sponsor is an indirect subsidiary of SmartStop Self Storage REIT, Inc. (“SmartStop”) (NYSE: SMA). Our Sponsor is a company focused on providing self storage advisory, asset management, and property management services. Our Sponsor owns
We have
On January 15, 2021, our Advisor purchased approximately
In connection with the Public Offering, defined below, we authorized
On October 4, 2023, we filed a Post-Effective Amendment to our Registration Statement to register two new classes of common stock (Class Y shares and Class Z shares) with the SEC. On November 1, 2023, the Post-Effective Amendment to our Registration Statement became effective with the SEC. Also, on November 1, 2023, we filed articles supplementary to our Charter which reclassified
On May 20, 2025, our board of directors approved the termination of the Primary Offering, effective as of May 30, 2025. We sold approximately
F-11
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
manager agreement (the “Dealer Manager Agreement”). On June 18, 2025, in connection with the termination of the Primary Offering, the Dealer Manager Agreement was terminated.
We continue to offer Class P, Class A, Class T, Class W, Class Y, and Class Z shares pursuant to our distribution reinvestment plan. On July 18, 2025, we filed a Registration Statement on Form S-3, which registered up to an additional $
As of December 31, 2025, we have issued approximately
Pursuant to a Sponsor Funding Agreement (as defined in Note 2 - Summary of Significant Accounting Policies), our Sponsor agreed to fund the payment of (i) the upfront
On November 1, 2023, the Company’s board of directors declared to holders of record of Class A shares, Class T shares and Class W shares, respectively, as of November 15, 2023 (a) a one-time stock dividend of
On August 7, 2024, our board of directors, upon recommendation of our nominating and corporate governance committee, approved an estimated value per share ("Estimated Per Share NAV") of $
Subsequent to year end, our of board of directors, upon recommendation of our nominating and corporate governance committee, approved an estimated value per share as of September 30, 2025. For more information, please see Note 13 - Subsequent Events.
F-12
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
We have invested the net proceeds from our offerings primarily in self storage facilities consisting of both income-producing and growth properties located in the United States and Canada. As of December 31, 2025, we owned
As of December 31, 2025, we owned
Our Operating Partnership was formed on October 15, 2020. On January 15, 2021, SmartStop Storage Advisors, LLC (“SSA”), an affiliate of our Advisor, purchased a limited partnership interest in our Operating Partnership for $
On March 10, 2021, SmartStop OP, L.P. (“SmartStop OP”), an affiliate of our Sponsor and the operating partnership of SmartStop, contributed $
On January 30, 2023, we, our Operating Partnership, and an affiliate of our Sponsor (the “Preferred Investor”) entered into a Series A Cumulative Redeemable Preferred Unit Purchase Agreement (the “Series A Preferred Unit Purchase Agreement”) pursuant to which our Operating Partnership issued and sold to the Preferred Investor, and the Preferred Investor purchased
On May 1, 2023 (the “Commitment Date”), we entered into a preferred stock purchase agreement (the “Series B Purchase Agreement”) with Extra Space Storage LP (the “Investor”), a subsidiary of Extra Space Storage Inc. (NYSE: EXR), pursuant to which the Investor committed to purchase $
On September 4, 2025, we, our Operating Partnership, and the Preferred Investor entered into a Series D Cumulative Redeemable Preferred Unit Purchase Agreement (the “Series D Preferred Unit Purchase Agreement”) pursuant to which our Operating Partnership issued and sold to the Preferred Investor. In September 2025, the Preferred Investor purchased
On September 30, 2025, we commenced an offering of up to $
F-13
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
of $
On September 30, 2025, in connection with the commencement of the Series E Preferred Offering, we entered into a managing dealer agreement (the “Managing Dealer Agreement”) with Orchard Securities, LLC, a Utah limited liability company (“Orchard”), pursuant to which Orchard has agreed to act as our managing dealer in connection with the Series E Preferred Offering. Pursuant to the Managing Dealer Agreement, Orchard will receive sales commissions up to
Our Operating Partnership will own, directly or indirectly through one or more special purpose entities, all of the self storage properties that we acquire. We will conduct certain activities through our taxable REIT subsidiary, Strategic Storage TRS VI, Inc., a Delaware corporation (the “TRS”) which was formed on October 16, 2020 and is a wholly owned subsidiary of our Operating Partnership.
Our Property Manager, a Delaware limited liability company, was formed on October 7, 2020 to manage our properties. Our Property Manager will derive substantially all of its income from the property management services it performs for us. Our Property Manager may enter into sub-property management agreements with third party management companies and pay part of its management fee to such sub-property manager. See Note 9 – Related Party Transactions – Property Management Agreement.
As we accept subscriptions for shares of our common and preferred stock, we transfer all of the net offering proceeds to our Operating Partnership as capital contributions in exchange for additional units of interest in our Operating Partnership. However, we will be deemed to have made capital contributions in the amount of gross proceeds received from investors, and our Operating Partnership will be deemed to have simultaneously paid the sales commissions and other costs associated with these offerings. In addition, our Operating Partnership is structured to make distributions with respect to limited partnership units that are equivalent to the distributions made to holders of common stock. Finally, a limited partner in our Operating Partnership may later exchange his or her limited partnership units in our Operating Partnership for shares of our common stock at any time after one year following the date of issuance of their limited partnership units, subject to certain restrictions outlined in the limited partnership agreement of our Operating Partnership, in connection with the Public Offering, the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, as further amended (the “Operating Partnership Agreement”). SSA and SmartStop OP are prohibited from exchanging or otherwise transferring units representing $
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
Principles of Consolidation
Our financial statements, and the financial statements of our Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of these entities not
F-14
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
wholly-owned by us is presented as noncontrolling interests. All intercompany accounts and transactions have been eliminated in consolidation. Please see consolidation considerations section below.
Consolidation Considerations
Current accounting guidance provides a framework for identifying a variable interest entity (“VIE”) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest.
Our Operating Partnership is deemed to be a VIE and is consolidated by the Company as the primary beneficiary. Our sole significant asset is our investment in our Operating Partnership; as a result, substantially all of our assets and liabilities represent those assets and liabilities of our Operating Partnership and its wholly-owned subsidiaries.
As of December 31, 2025, we had
Equity Investments
Under the equity method, our investments are stated at cost and adjusted for our share of net earnings or losses and reduced by distributions. Equity in earnings will generally be recognized based on our ownership interest in the earnings of each of the unconsolidated investments.
Noncontrolling Interest in Consolidated Entities
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at relative fair value, the evaluation of potential impairment of long-lived assets, and the estimated useful lives of real estate assets and intangibles.
Cash and Cash Equivalents
We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents.
F-15
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Restricted Cash
Real Estate Purchase Price Allocation
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. This guidance requires us to make significant estimates and assumptions, including fair value estimates, which requires the use of significant unobservable inputs, as of the acquisition date.
The value of the tangible assets, consisting of land and buildings, is determined as if vacant. 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. There were
Allocation of purchase price to acquisitions of facilities are allocated to the individual facilities based upon an income approach or a discounted 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.
Acquisitions that do not meet the definition of a business, as defined under current GAAP, are accounted for as asset acquisitions. During the years ended December 31, 2025 and 2024, there were
During the years ended December 31, 2025, 2024 and 2023, we expensed approximately $
Evaluation of Possible Impairment of Long-Lived Assets
Advertising Costs
Advertising costs are included in property operating expenses and general and administrative expenses, depending on the nature of the expense, in the accompanying consolidated statements of operations. These costs are expensed in the period in which the cost is incurred. The Company incurred advertising costs of approximately $
Revenue Recognition
Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from any long-term operating leases will be recognized on a straight-line basis over the term of the lease. The excess of rents received over amounts contractually due pursuant to the underlying leases will be included in accounts payable and accrued liabilities in our consolidated balance sheet and contractually due but unpaid rent will be included in other assets. Additionally, we earn ancillary revenue by selling various moving and packing supplies such as locks and boxes. We recognize such revenue in the Ancillary operating revenue line within our consolidated statements of operations as the services are performed and as the goods are delivered.
F-16
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Sponsor Funding Agreement
On November 1, 2023, the Company entered into a sponsor funding agreement (the “Sponsor Funding Agreement”) by and among the Company, our Operating Partnership and our Sponsor pursuant to which the Sponsor agreed to fund the payment of (i) the upfront
In consideration for the Sponsor providing the funding for the front-end sales load described above and the cash to cover the dilution from the stock dividend, the Operating Partnership was obligated to issue a number of Series C Units to the Sponsor equal to the dollar amount of such funding divided by the then-current offering price (initially $
The amount by which the funding received exceeds the fair value of the Series C Units is accounted for as a consideration received from a vendor and is therefore recorded as a reduction to the price of the services provided. Each payment is initially included in the Accounts payable and accrued liabilities in the accompanying consolidated balance sheets and subsequently recorded as a reduction of Property operating expenses - affiliates ratably over the remaining estimated life of our management contracts with SmartStop.
Balance at December 31, 2023 |
|
$ |
|
|
Total consideration received |
|
|
|
|
Reduction of Property operating expense - affiliates |
|
|
( |
) |
Balance at December 31, 2024 |
|
$ |
|
|
Total consideration received |
|
|
|
|
Reduction of Property operating expense - affiliates |
|
|
( |
) |
Balance at December 31, 2025 |
|
$ |
|
Allowance for Doubtful Accounts
Tenant accounts receivable is reported net of an allowance for doubtful accounts. Management records a general reserve estimate based upon a review of the current status of tenant accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future. As of December 31, 2025 and 2024, approximately $
Real Estate Facilities
Real estate facilities are recorded based on relative fair value as of the date of acquisition. We capitalize costs incurred to develop, construct, renovate and improve properties, including interest and property taxes incurred during the construction period. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use.
Depreciation of Real Property Assets
Our management is required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives.
F-17
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives
as follows:
Description |
|
Standard Depreciable |
Land |
|
Not Depreciated |
Buildings |
|
|
Site Improvements |
|
Depreciation of Personal Property Assets
Personal property assets consist primarily of furniture, fixtures and equipment and are depreciated on a straight-line basis over the estimated useful lives generally ranging from
Foreign Currency Translation
For non-U.S. functional currency operations, assets and liabilities are translated to U.S. dollars at current exchange rates as of the reporting date. Revenues and expenses are translated at the average rate for the period. All adjustments related to amounts classified as long term net investments are recorded in accumulated other comprehensive income (loss) as a separate component of equity. Transactions denominated in a currency other than the functional currency of the related operations are recorded at rates of exchange in effect at the date of the translation. Changes in investments not classified as long term are recorded in foreign currency adjustment in the accompanying Statements of Operations.
Intangible Assets
We have allocated a portion of our real estate purchase price to in-place leases. We amortize in-place leases on a straight-line basis over
Debt Issuance Costs
The net carrying value of costs incurred in connection with obtaining non revolving debt are presented on the consolidated balance sheets as a reduction of the related debt. Debt issuance costs are amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method. As of December 31, 2025 and 2024, accumulated amortization of debt issuance costs related to non revolving debt totaled approximately $
Organizational and Offering Costs
Our Advisor may fund organization and offering costs on our behalf. We are required to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor funded, and was not reimbursed for,
In connection with our Private Offering, our Former Dealer Manager received a sales commission of up to
In connection with our Primary Offering, our Former Dealer Manager received a sales commission of up to
F-18
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
shares and Class Y shares in the Primary Offering under the terms of the Dealer Manager Agreement. Our Former Dealer Manager did not receive an upfront sales commission or dealer manager fee from the sales of Class W shares or Class Z shares in the Primary Offering; however, we and/or our Sponsor paid to our Former Dealer Manager dealer manager support in the amount of
Our Former Dealer Manager entered into participating dealer agreements with certain other broker-dealers which authorized them to sell our shares. Upon sale of our shares by such broker-dealers, our Former Dealer Manager re-allowed all of the sales commissions and, subject to certain limitations, the stockholder servicing fees paid in connection with sales made by these broker-dealers. Our Former Dealer Manager was also permitted to re-allow to these broker-dealers a portion of their dealer manager fee as marketing fees, reimbursement of certain costs and expenses of attending training and education meetings sponsored by our Former Dealer Manager, payment of attendance fees required for employees of our Former Dealer Manager or other affiliates to attend retail seminars and public seminars sponsored by these broker-dealers, or to defray other distribution-related expenses. Our Former Dealer Manager also received reimbursement of bona fide due diligence expenses; however, to the extent these due diligence expenses could not be justified, any excess over actual due diligence expenses would have been considered underwriting compensation subject to a
Our Advisor may fund organization and offering costs on our behalf in connection with the Series E Preferred Offering. We are required to reimburse our Advisor for such organization and offering costs.
Redeemable Common Stock
We adopted a share redemption program that will enable stockholders to sell their shares to us in limited circumstances.
F-19
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
We record amounts that are redeemable under the share redemption program as redeemable common stock in the accompanying consolidated balance sheets since the shares are redeemable at the option of the holder and therefore their redemption is outside our control. The maximum amount redeemable under our share redemption program will be limited to the number of shares we could repurchase with the amount of the net proceeds from the sale of shares under the distribution reinvestment plan. However, accounting guidance states that determinable amounts that can become redeemable but that are contingent on an event that is likely to occur (e.g., the passage of time) should be presented as redeemable when such amount is known. Therefore, the net proceeds from the distribution reinvestment plan are considered to be temporary equity and are presented as redeemable common stock in our consolidated balance sheets.
In addition, current accounting guidance requires, among other things, that financial instruments that represent a mandatory obligation of us to repurchase shares be classified as liabilities and reported at settlement value.
In order to maintain operating flexibility, on August 6, 2025, our board of directors approved the suspension of our share redemption program effective as of September 6, 2025, except with respect to redemption requests made in connection with the death, commitment to a long-term care facility, qualifying disability or bankruptcy of a stockholder. The share redemption program shall remain suspended as discussed above until such time, if any, as our board of directors may approve the resumption of the share redemption program.
For the year ended December 31, 2025, we received redemption requests totaling approximately $
Series A Preferred Equity in our Operating Partnership
We classified our Series A Cumulative Redeemable Preferred Units (as defined in Note 7 – Preferred Equity) on our consolidated balance sheets using the guidance in ASC 480-10-S99. The Series A Cumulative Redeemable Preferred Units were redeemable by our Operating Partnership, in whole or in part, at the option of our Operating Partnership on or after the second anniversary of its issuance. Additionally, the holder could elect to redeem if any of the following events outside our control occur: (i) change of control; (ii) a breach of protective provisions; (iii) upon the occurrence of monetary and other material defaults under secured property debt; and (iv) if we do not maintain our REIT status. As the shares were contingently redeemable, and under certain circumstances not solely within our control, we had classified our Series A Cumulative Redeemable Preferred Stock as temporary equity.
On May 2, 2023, the Series A Preferred Investor waived the two year lock out clause on redemptions and the Operating Partnership redeemed all $
Series B Preferred Equity
We classify our Series B Convertible Preferred Stock (as defined in Note 7 – Preferred Equity) on our consolidated balance sheets using the guidance in ASC 480-10-S99. The Series B Convertible Preferred Stock can be redeemed at our option on or after the third anniversary of its issuance. Additionally, the holder can elect to redeem if any of the following events outside our control occur: (i) change of control; (ii) a breach of protective provisions; (iii) upon the occurrence of monetary and other material defaults under secured property debt; and (iv) if we do not maintain our REIT status. As the shares are contingently redeemable, and under certain circumstances not solely within our control, we have classified our Series B Convertible Preferred Stock as temporary equity.
We have analyzed whether the conversion features in our Series B Convertible Preferred Stock should be bifurcated under the guidance in ASC 815-10 and have determined that bifurcation is not necessary.
Series D Preferred Equity in our Operating Partnership
We classified our Series D Preferred Units on our consolidated balance sheets using the guidance in ASC 480-10-S99. The Series D Preferred Units are redeemable by our Operating Partnership, in whole or in part, at the option of our Operating
F-20
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Partnership on or after the second anniversary of its issuance. Additionally, the holder can elect to redeem if any of the following events outside our control occur: (i) change of control; (ii) a breach of protective provisions; (iii) upon the occurrence of monetary and other material defaults under secured property debt; and (iv) if we do not maintain our REIT status. As the units are contingently redeemable, and under certain circumstances not solely within our control, we have classified our Series D Preferred Units as temporary equity.
Fair Value Measurements
The accounting standard for fair value measurements and disclosures defines fair value, establishes a framework for measuring fair value, and provides for expanded disclosure about fair value measurements. Fair value is defined by the accounting standard for fair value measurements and disclosures as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels. The following summarizes the three levels of inputs and hierarchy of fair value we will use when measuring fair value:
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level that is significant to the fair value measurement in its entirety.
The accounting guidance for fair value measurements and disclosures provides a framework for measuring fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In determining fair value, we will utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment will be necessary to interpret Level 2 and 3 inputs in determining fair value of our financial and non- financial assets and liabilities. Accordingly, there can be no assurance that the fair values we will present will be indicative of amounts that may ultimately be realized upon sale or other disposition of these assets.
Financial and non-financial assets and liabilities measured at fair value on a non-recurring basis in our consolidated financial statements consist of real estate and related liabilities assumed related to our acquisition. The fair value of these assets and liabilities were determined as of the acquisition date using widely accepted valuation techniques, including (i) discounted cash flow analysis, which considers, among other things, leasing assumptions, growth rates, discount rates and terminal capitalization rates, (ii) income capitalization approach, which considers prevailing market capitalization rates, and (iii) comparable sales activity. In general, we consider multiple valuation techniques when measuring fair values. However, in certain circumstances, a single valuation technique may be appropriate. All of the fair values of the assets and liabilities as of the acquisition dates or assumed at the consolidation of the Operating Partnership were derived using Level 3 inputs.
The Series C Units (categorized within Level 3 of the fair value hierarchy) issued in connection with the Sponsor Funding Agreement are measured at fair value when issued. The fair value of these units were determined using a valuation model which considered the following key assumptions: our projected distribution rate, implied share price volatility, risk free interest rate, estimated net asset value and the estimated effective life of the Series C Units.
The carrying amounts of cash and cash equivalents, restricted cash, other assets, variable-rate debt, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value.
The table below summarizes our fixed rate notes payable at December 31, 2025, we had no fixed rate notes payable outstanding at December 31, 2024. The estimated fair value of financial instruments is subjective in nature and are dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of our fixed and variable rate notes payable was estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. These assumptions are considered level 2 inputs within the fair value hierarchy. The use of
F-21
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. As of December 31, 2025 and 2024, we believe the fair value of our variable rate debt are reasonably estimated at their notional amounts as there have been minimal changes to the fixed spread portion of interest rates for similar loans observed in the market, and as the variable portion of our interest rates fluctuate with the associated market indices.
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
||||
Fixed Rate Secured Debt |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of December 31, 2025 and 2024, we held interest rate cash flow hedges and foreign currency net investment hedges to hedge our interest rate and foreign currency exposure (See Notes 5 – Debt and 6 – Derivative Instruments). The valuation of these instruments were determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. The analyses reflect the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves, foreign exchange rates and implied volatilities as applicable. The fair value of the interest rate swaps and cap agreements were determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash payments. Our fair values of our net investment hedges are based primarily on the change in the spot rate at the end of the period as compared with the strike price at inception.
To comply with GAAP, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of derivative contracts for the effect of non-performance risk, we consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Although we had determined that the majority of the inputs used to value our hedges were within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our hedges utilized Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. However, through December 31, 2025, we had assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our hedge positions and determined that the credit valuation adjustment was not significant to the overall valuation of our hedge. As a result, we determined that our hedge valuation in its entirety was classified in Level 2 of the fair value hierarchy.
The table below presents the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2025, aggregated by the level in the fair value hierarchy within which those measurements fall:
|
|
Fair Value Measurements at Reporting Date Using |
|
|||||||||
Description |
|
Quoted Prices in Active |
|
|
Significant Other |
|
|
Significant Unobservable |
|
|||
Other assets - interest rate hedges |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
Accounts payable and accrued liabilities - interest rate hedges |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
Derivative Instruments and Hedging Activities
We record all derivatives on our balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. We may enter into derivative contracts that are intended to economically hedge certain of our risks, even though hedge accounting does not apply or we elect not to apply hedge accounting.
F-22
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
For derivatives designated as hedges, the effective portion of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (loss). The ineffective portion of the change in fair value of the derivatives is recognized directly in Derivative fair value adjustment, within our consolidated statements of operations. Amounts are reclassified out of other comprehensive (loss) income into earnings (loss) when the hedged net investment is either sold or substantially liquidated.
Interest rate derivatives not designated as hedges for GAAP are not speculative and are used to manage our exposure to interest rate movements and other identified risks but we have elected not to apply hedge accounting. Changes in the fair value of interest rate derivatives not designated in hedging relationships are recorded in derivative fair value adjustment, net of cash settlements, within our consolidated statements of operations.
Income Taxes
We made an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2021. To qualify as a REIT, we must continue to meet certain organizational and operational requirements, including a requirement to distribute at least
Even if we continue to qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income.
We filed an election to treat our TRS as a taxable REIT subsidiary. In general, the TRS performs additional services for our customers and generally engages in any real estate or non-real estate related business. The TRS is subject to corporate federal and state income tax. We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes a change in our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes a change in our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur.
As of December 31, 2025, and 2024, the Company had
The domestic and international components of loss before income taxes are presented for the years ended December 31, 2025, 2024, and 2023:
|
|
For the year ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Domestic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Foreign |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Loss before income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
F-23
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
We did
Income tax expense (benefit) is reconciled to the hypothetical amounts computed at the U.S. federal statutory income tax rate for the years ended December 31, 2025, 2024, and 2023:
|
|
December 31, |
|
|
Rate |
|
||
Expected tax at statutory rate |
|
|
( |
) |
|
|
% |
|
Non-taxable REIT (income) loss |
|
|
|
|
|
- |
% |
|
Foreign Tax Affect |
|
|
|
|
|
|
||
Canadian rate differential |
|
|
( |
) |
|
|
% |
|
Change in Valuation Allowance |
|
|
|
|
|
- |
% |
|
Other adjustments |
|
|
( |
) |
|
|
% |
|
Other |
|
|
( |
) |
|
|
% |
|
Total provision |
|
|
|
|
|
% |
||
|
|
December 31, |
|
|
Rate |
|
||
Expected tax at statutory rate |
|
|
( |
) |
|
|
% |
|
Non-taxable REIT (income) loss |
|
|
|
|
|
- |
% |
|
Change in valuation allowance |
|
|
|
|
|
- |
% |
|
Other |
|
|
( |
) |
|
|
% |
|
Total provision |
|
|
|
|
|
% |
||
|
|
December 31, |
|
|
Rate |
|
||
Expected tax at statutory rate |
|
|
( |
) |
|
|
% |
|
Non-taxable REIT (income) loss |
|
|
|
|
|
- |
% |
|
Change in valuation allowance |
|
|
|
|
|
- |
% |
|
Other |
|
|
|
|
|
% |
||
Total provision |
|
|
|
|
|
% |
||
The major sources of temporary differences that give rise to the deferred tax effects are shown below:
|
|
December 31, |
|
|
December 31, |
|
||
Deferred tax asset: |
|
|
|
|
|
|
||
Canadian interest expense limitation |
|
$ |
|
|
$ |
|
||
Canadian carryforward capital losses |
|
|
|
|
|
|
||
Canadian real estate |
|
|
|
|
|
|
||
Total deferred tax asset |
|
|
|
|
|
|
||
Deferred tax liabilities: |
|
|
|
|
|
|
||
Canadian real estate |
|
|
( |
) |
|
|
( |
) |
Total deferred tax liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Valuation allowance |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Net deferred tax liabilities |
|
$ |
— |
|
|
$ |
— |
|
Uncertain tax positions may arise where tax laws may allow for alternative interpretations or where the timing of recognition of income is subject to judgment. Under ASC Topic 740, tax positions are evaluated for recognition using a more–likely–than–not threshold, and those tax positions requiring recognition are measured at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties relating to uncertain tax positions will be recognized in income tax expense when incurred. As of December 31, 2025 and 2024, the Company had
F-24
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
December 31, 2025 and 2024, the Company had
The Canadian non-capital losses expire between
Recent Tax Legislation
Concentration
No single self storage customer represents a significant concentration of our revenues. For the year ended December 31, 2025, approximately
Segment Reporting
Our business is composed of
Per Share Data
Basic earnings per share attributable to our common stockholders for all periods presented are computed by dividing net loss attributable to our common stockholders by the weighted average number of common shares outstanding during the period, excluding unvested restricted stock. Diluted earnings per share is computed by including the dilutive effect of the conversion of all potential common stock equivalents (which includes unvested restricted stock awards and Series B Convertible Preferred Stock) utilizing the treasury stock or if-converted method, as applicable. The dilutive effect of unvested restricted stock and Series B Convertible Preferred Stock was not included in the dilutive weighted average shares as such shares were antidilutive.
The following table presents the unconverted Series B Convertible Preferred Stock and unvested restricted stock awards, that were excluded from the computation of diluted earnings per share above as their effect would have been antidilutive for the respective periods, and was calculated using the treasury stock or if-converted method, as applicable:
|
|
For the year ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
Equivalent Shares |
|
|
Equivalent Shares |
|
|
Equivalent Shares |
|
|||
Series B Convertible Preferred Stock |
|
|
|
|
|
|
|
|
|
|||
Unvested restricted stock awards |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
On November 1, 2023, the Company’s board of directors declared to holders of record of Class A shares, Class T shares and Class W shares, respectively, as of November 15, 2023 a one-time stock dividend. All per share amounts presented herein have been retroactively adjusted to reflect the impact of the one-time stock dividend.
F-25
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Recently Adopted Accounting Guidance
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740).” The guidance in ASU 2023-09 was issued to provide investors with information to better assess how an entity’s operations and related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendment became effective for fiscal years beginning after December 15, 2024. Accordingly, we adopted this amendment during the year ended December 31, 2025 with no material impact on our consolidated financial statements. Such disclosures have been presented prospectively, in accordance with ASU 2023-09.
Recently Issued Accounting Guidance
In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses (Topic 220).” The guidance in ASU 2024-03 was issued to provide investors with more disaggregated information about an entity’s expenses. In January 2025, the FASB issued ASU 2025-01 for the sole purpose of clarifying the effective date of ASU 2024-03. The amendment becomes effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. We are currently evaluating the impact upon adoption of the new standard on our consolidated financial statements and related disclosures.
Note 3. Real Estate Facilities
The following summarizes the activity in real estate facilities during the years ended December 31, 2025 and 2024:
Real estate facilities |
|
|
|
|
Balance at December 31, 2023 |
|
|
|
|
Improvements and additions |
|
|
|
|
Impact of foreign exchange rate changes |
|
|
( |
) |
Balance at December 31, 2024 |
|
|
|
|
Improvements and additions |
|
|
|
|
Impact of foreign exchange rate changes |
|
|
|
|
Balance at December 31, 2025 |
|
$ |
|
|
Accumulated depreciation |
|
|
|
|
Balance at December 31, 2023 |
|
|
( |
) |
Depreciation expense |
|
|
( |
) |
Impact of foreign exchange rate changes |
|
|
|
|
Balance at December 31, 2024 |
|
|
( |
) |
Depreciation expense |
|
|
( |
) |
Impact of foreign exchange rate changes |
|
|
( |
) |
Balance at December 31, 2025 |
|
$ |
( |
) |
There were no acquisitions during the year ended December 31, 2025 and 2024.
Note 4. Investments in Unconsolidated Real Estate Ventures
We have entered into various agreements with a subsidiary of SmartCentres, an unaffiliated third party, to acquire tracts of land, develop and operate self storage facilities. Our unconsolidated real estate ventures consist of four operating self storage properties in the lease-up phase and one parcel of land that is being developed into a self storage facility.
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. Equity in earnings (loss) will generally be recognized based on our ownership interest in the earnings (loss) of each of the unconsolidated investments.
For the years ended December 31, 2025 and 2024, we recorded net aggregate loss of approximately $
F-26
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
The Company's investments in unconsolidated real estate ventures are summarized as follows:
|
|
|
|
|
|
|
|
|
|
Carrying Value of |
|
|||||
|
|
Location |
|
Date Real Estate |
|
Date Real Estate Venture |
|
Equity |
|
December 31, |
|
|
December 31, |
|
||
Toronto (1) |
|
Toronto, Ontario |
|
|
|
|
$ |
|
|
$ |
|
|||||
Toronto II (1) |
|
Toronto, Ontario |
|
|
|
|
|
|
|
|
|
|||||
Dorval (1) |
|
Dorval, Quebec |
|
|
|
|
|
|
|
|
|
|||||
Hamilton (1) |
|
Hamilton, Ontario |
|
|
|
|
|
|
|
|
|
|||||
Montreal |
|
Montreal, Quebec |
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||
SmartCentres Financing
On August 30, 2024, we and SmartCentres, through the Toronto, Toronto II, Dorval and Hamilton joint venture partnerships (the "JV Properties”), entered into a master mortgage commitment agreement (the “MMCA”) with SmartCentres Storage Finance LP (the “SmartCentres Lender”) (collectively, the “SmartCentres Financing”). The SmartCentres Lender is an affiliate of SmartCentres. The initial maximum amount available under the loan is CAD $
The SmartCentres Financing is secured by first mortgages on each of the JV Properties. Interest on the SmartCentres Financing is a variable annual rate equal to the aggregate of:
The SmartCentres Financing matures on May 11, 2026, and may be extended annually as set forth in the MMCA. Monthly interest payments are initially capitalized on the outstanding principal balance. Upon a JV Property generating sufficient Net Cash Flow (as defined in the MMCA), the SmartCentres Financing provides for the commencement of quarterly payments of interest. The borrowings advanced pursuant to the SmartCentres Financing may be prepaid without penalty, subject to certain conditions set forth in the MMCA.
On February 19, 2026, the JV Properties amended the SmartCentres Financing to: (i) extend the maturity date by one-year until
The SmartCentres Financing contains customary affirmative and negative covenants, agreements, representations, warranties and borrowing conditions (including a loan to value ratio of no greater than
Note 5. Debt
The Company’s secured debt is summarized as follows:
F-27
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Debt |
|
December 31, |
|
|
December 31, |
|
|
Interest |
|
|
Maturity |
|||
Huntington Credit Facility(1) |
|
$ |
|
|
$ |
|
|
|
% |
|
||||
National Bank of Canada - Burlington Loan(2) |
|
|
— |
|
|
|
|
|
N/A |
|
|
N/A |
||
National Bank of Canada - Cambridge Loan(3) |
|
|
— |
|
|
|
|
|
N/A |
|
|
N/A |
||
National Bank of Canada - North York Loan(4) |
|
|
— |
|
|
|
|
|
N/A |
|
|
N/A |
||
Bank of Montreal Loan (5) |
|
|
— |
|
|
|
|
|
N/A |
|
|
N/A |
||
First National Loan(6) |
|
|
— |
|
|
|
|
|
N/A |
|
|
N/A |
||
National Bank of Canada - Ontario Loan(7) |
|
|
— |
|
|
|
|
|
N/A |
|
|
N/A |
||
National Bank of Canada - Four Property Loan(8) |
|
|
|
|
|
— |
|
|
|
% |
|
|||
Skymar - Vancouver |
|
|
|
|
|
— |
|
|
|
% |
|
|||
Meridian Loan(9) |
|
|
|
|
|
— |
|
|
|
% |
|
|||
QuadReal - Seven Property Loan(10) |
|
|
|
|
|
— |
|
|
|
% |
|
|||
Skymar - Bradenton |
|
|
|
|
|
— |
|
|
|
% |
|
|||
SmartStop Bridge Loan |
|
|
|
|
|
|
|
|
% |
|
||||
Debt issuance costs, net |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
Total Debt |
|
$ |
|
|
$ |
|
|
|
|
|
|
|||
The weighted average interest rate on our consolidated debt, excluding the impact of our interest rate hedging activities, as of December 31, 2025 was approximately
Huntington Credit Facility
On November 30, 2021, we, through
F-28
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Under the terms of the Credit Agreement, the Initial Borrower had an initial maximum borrowing capacity of $
On May 17, 2022, we entered into an amendment and joinder to amend the Huntington Credit Facility (the “Second Amendment”). Under the terms of the Second Amendment, we increased our borrowing capacity by $
On April 13, 2023, we entered into an amendment and joinder to the Huntington Credit Facility to: (i) increase the borrowing capacity up to approximately $
On April 13, 2023, in conjunction with the amendment to the Huntington Credit Facility, we entered into two interest rate swap agreements with a notional amount of $
On November 15, 2024, we amended the Huntington Credit Facility to: (i) extend the maturity date by two-years until
On March 4, 2025, in connection with entering into the Skymar — Vancouver Loan, we paid down the Huntington Credit Facility by approximately $
F-29
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
On March 18, 2025, in connection with entering into the Skymar — Bradenton Loan, we paid down the Huntington Credit Facility by approximately $
The Huntington Credit Facility is a term loan that has a maturity date of
On December 23, 2025, we terminated the SOFR Huntington Credit Facility swap entered on November 15, 2024 and entered into a new interest rate swap agreement with a notional amount of approximately $
The amounts outstanding under the Huntington Credit Facility bear interest at a variable rate equal to the
The Credit Agreement contains certain customary representations and warranties, affirmative, negative and financial covenants, borrowing conditions, and events of default. We serve as a limited recourse guarantor with respect to the Huntington Credit Facility. In particular, the financial covenants include a minimum debt service coverage ratio and minimum net worth and liquid assets requirements applicable to us and our Operating Partnership as guarantors. As of December 31, 2025, we were in compliance with all such covenants.
Skymar - Las Vegas Loan
On July 8, 2021, we, through a wholly-owned special purposes entity, entered into a $
The amount outstanding under the Skymar - Las Vegas Loan bore interest at an annual fixed rate equal to
On August 1, 2024, the Skymar - Las Vegas Loan was repaid and terminated in accordance with the loan agreement without fees or penalties.
Loans from SmartStop OP, L.P.
SmartStop Delayed Draw Mezzanine Loan
On December 30, 2021, we, through a wholly-owned subsidiary of our Operating Partnership, entered into a mezzanine loan agreement (the “SmartStop Delayed Draw Mezzanine Loan Agreement”) with SmartStop OP, an affiliate of our sponsor, for up to $
On December 20, 2022, we amended the SmartStop Delayed Draw Mezzanine Loan Agreement (the “Mezzanine Loan Amendment”) to increase the maximum principal amount of the loan from $
In May 2023, we repaid the $
F-30
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
SmartStop Bridge Loan
On June 15, 2023, in connection with the acquisition of the Ontario Portfolio, we, through a wholly-owned subsidiary of our Operating Partnership (the “Bridge Loan Borrower”), entered into a bridge loan agreement (the “SmartStop Bridge Loan Agreement”) with SmartStop OP for $
Pursuant to the SmartStop Bridge Loan Agreement, the amounts outstanding under the SmartStop Bridge Loan bear a floating rate equal to
On June 28, 2024, we amended the SmartStop Bridge Loan (the “SmartStop Bridge Loan Amendment”) to (i) increase the maximum borrowing capacity of the loan from $
As of December 31, 2025, the interest rate on the SmartStop Bridge Loan was
The SmartStop Bridge Loan contains customary affirmative and negative covenants, agreements, representations, warranties and borrowing conditions, and events of default. As of December 31, 2025, we were in compliance with all such covenants.
National Bank of Canada - Burlington Loan
On September 20, 2022, in connection with the acquisition of the property in Burlington, Ontario (the “Burlington Property”), we, through a special purpose entity formed to acquire and hold the Burlington Property, entered into a term loan with National Bank of Canada (the “National Bank of Canada - Burlington Loan”) for CAD $
On May 22, 2024, we amended the National Bank of Canada - Burlington Loan to reflect a transition from CDOR to CORRA. On June 27, 2024, the loan and the interest rate swap converted to CORRA. Borrowings under the National Bank of Canada - Burlington Loan were subject to interest at the CORRA rate, plus a CORRA adjustment of approximately
On January 8, 2025, in connection with entering into the National Bank of Canada — Four Property Loan, the National Bank of Canada — Burlington Loan was repaid in full and terminated without fees or penalties. On January 8, 2025, we settled the CORRA interest rate swap agreement.
National Bank of Canada - Cambridge Loan
On December 20, 2022, in connection with the acquisition of the property in Cambridge, Ontario (the “Cambridge Property”), we, through a special purpose entity formed to acquire and hold the Cambridge Property, entered into a term loan with National Bank of Canada (the “National Bank of Canada - Cambridge Loan”) for CAD $
F-31
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Cambridge Loan Agreement”) the interest rate was equal to the
On May 22, 2024, we amended the National Bank of Canada - Cambridge Loan to reflect a transition from CDOR to CORRA. On May 31, 2024, the loan and the interest rate swap converted to CORRA. Borrowings under the National Bank of Canada - Cambridge Loan were subject to interest at the CORRA rate, plus a CORRA adjustment of approximately
On January 8, 2025, in connection with entering into the National Bank of Canada — Four Property Loan, the National Bank of Canada — Cambridge Loan was repaid in full and terminated without fees or penalties. On January 8, 2025, we settled the CORRA interest rate swap agreement.
National Bank of Canada – North York Loan
On January 31, 2023, in connection with the acquisition of the property in North York, Ontario (the “North York Property”), we, through a special purpose entity formed to acquire and hold the North York Property, entered into a term loan with National Bank of Canada (the “National Bank of Canada - North York Loan”) for CAD $
On May 22, 2024, we amended the National Bank of Canada - North York Loan to reflect a transition from CDOR to CORRA. On June 3, 2024, the loan and the interest rate swap converted to CORRA. Borrowings under the National Bank of Canada - North York Loan were subject to interest at the CORRA rate, plus a CORRA adjustment of approximately
On January 8, 2025, in connection with entering into the National Bank of Canada — Four Property Loan, the National Bank of Canada — North York Loan was repaid in full and terminated without fees or penalties. On January 8, 2025, we settled the CORRA interest rate swap agreement.
Bank of Montreal Loan
On May 4, 2023, in connection with the acquisition of the Vancouver, BC Property, we, through a special purpose entity formed to acquire and hold the Vancouver, BC Property, entered into a term loan with Bank of Montreal (the “Bank of Montreal Loan”) for approximately CAD $
On May 24, 2024, we amended the Bank of Montreal Loan to reflect a transition from CDOR to CORRA. On July 4, 2024, the loan and the interest rate swap converted to CORRA. Borrowings under the Bank of Montreal Loan were subject to interest at the CORRA rate, plus a CORRA adjustment of approximately
On March 7, 2025, in connection with entering into the QuadReal — Seven Property Loan, the Bank of Montreal Loan was repaid in full and terminated without fees or penalties. On March 10, 2025, we settled the CORRA interest rate swap agreement.
F-32
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
First National Loan
On May 19, 2023, we, through a wholly-owned subsidiary of our Operating Partnership, entered into a term loan with First National Financial LP (the “First National Loan”) for approximately CAD $
Pursuant to the terms of the loan agreement for the First National Loan (the “First National Loan Agreement”), the amounts outstanding under the First National Loan bore a floating rate equal to the Royal Bank of Canada Prime Rate, plus
The loan may be prepaid in whole, but not in part, at any time, subject to certain conditions as set forth in the First National Loan Agreement. Pursuant to the terms of the limited recourse guaranty, we served as a full recourse guarantor with respect to the First National Loan.
On January 8, 2025, in connection with entering into the National Bank of Canada — Four Property Loan, the First National Loan was repaid in full and terminated without fees or penalties.
National Bank of Canada – Ontario Loan
On June 15, 2023, in connection with the acquisition of the Ontario Portfolio (the “Ontario Portfolio”), we, through certain wholly-owned subsidiaries of our Operating Partnership, entered into a CAD $
Pursuant to the loan agreement (the “National Bank of Canada Ontario Loan Agreement”) the interest rate was equal to the
On May 31, 2024, we amended the National Bank of Canada - Ontario Loan to reflect a transition from CDOR to CORRA. On June 28, 2024, the loan and the interest rate swap converted to CORRA. Borrowings under the National Bank of Canada - Ontario Loan were subject to interest at the CORRA rate, plus a CORRA adjustment of approximately
On March 7, 2025, in connection with entering into the QuadReal — Seven Property Loan, the National Bank of Canada — Ontario Loan was repaid in full and terminated without fees or penalties. On March 7, 2025, we settled the CORRA interest rate swap agreement.
National Bank of Canada — Four Property Loan
On January 8, 2025, we, through certain wholly-owned subsidiaries of our operating partnership, entered into a CAD $
Pursuant to the loan agreement for the National Bank of Canada — Four Property Loan (the “Four Property Loan Agreement”), amounts outstanding under the National Bank of Canada — Four Property Loan bear an interest rate equal to CORRA, plus a CORRA adjustment of approximately
F-33
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Property Loan was
The Four Property Loan Agreement contains a modified debt service coverage ratio and customary affirmative, negative, and financial covenants, an interest reserve requirement, agreements, representations, warranties and borrowing conditions, and events of default, all as set forth in the Four Property Loan Agreement. We serve as a full recourse guarantor with respect to the National Bank of Canada — Four Property Loan. As of December 31, 2025, we were in compliance with all such covenants.
Skymar — Vancouver Loan
On March 4, 2025, we, through an indirect, wholly-owned special purpose entity, entered into a $
Pursuant to the loan agreement for the Skymar - Vancouver Loan (the “Skymar Vancouver Loan Agreement”), amount outstanding under the Skymar - Vancouver Loan bears interest at an annual fixed rate equal to
Meridian Financing
On March 6, 2025, we, through an indirect, wholly-owned special purpose entity, entered into a credit agreement with Meridian Credit Union Limited (the “Meridian Credit Agreement”) with a maximum borrowing capacity of approximately CAD $
Pursuant to the Meridian Credit Agreement, amounts outstanding under the Meridian Loan bear interest at an annual rate equal to the Canada Prime Rate plus
On August 19, 2025, we modified the Meridian Credit Agreement and reduced the minimum all-in floor rate to
The Meridian Credit Agreement contains customary affirmative, negative, and financial covenants, agreements, representations, warranties and borrowing conditions, and events of default. We serve as a full recourse guarantor with respect to the Meridian Loan. As of December 31, 2025, we were in compliance with all such covenants.
QuadReal — Seven Property Loan
On March 7, 2025, we, through certain indirect, wholly-owned subsidiaries of our operating partnership, entered into a CAD $
F-34
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
The QuadReal — Seven Property Loan is secured by a first mortgage on six of our properties in the Greater Toronto Area of Ontario, Canada and one property in Vancouver, British Columbia, Canada. The aggregate amount of the QuadReal - Seven Property Loan is separated out by advances, whereby we may draw up to CAD $
The interest rate on the Initial Advance bears interest at an annual fixed rate equal to
The QuadReal - Seven Property Loan Agreement also contains customary affirmative, negative, and financial covenants, agreements, representations, warranties and borrowing conditions, and events of default, all as set forth in the QuadReal - Seven Property Loan Agreement. We serve as a non-recourse guarantor with respect to the QuadReal — Seven Property Loan. In addition, we provided the lenders with a debt service guarantee. However, the debt service guarantee may be terminated early based on achieving two consecutive fiscal quarters at a specific
Skymar — Bradenton Loan
On March 18, 2025, we, through an indirect, wholly-owned special purpose entity, entered into an approximately $
Pursuant to the loan agreement for the Skymar Bradenton Loan (the "Skymar Bradenton Loan Agreement"), amounts outstanding under the Skymar - Bradenton Loan bear interest at an annual fixed rate equal to
The following table presents the future principal payment requirements on our outstanding secured debt as of December 31, 2025:
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Total payments |
|
|
|
|
Debt issuance costs, net |
|
|
( |
) |
Total |
|
$ |
|
F-35
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 6. Derivative Instruments
Interest Rate Derivatives
Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we use interest rate swaps and caps as part of our interest rate risk management strategy. The effective portion of the change in the fair value of the derivative that qualifies as a cash flow hedge is recorded in accumulated other comprehensive income (loss) (“AOCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. In addition, we classify cash flows from qualifying cash flow hedging relationships in the same category as the cash flows from the hedged items in our consolidated statements of cash flows. We do not use interest rate derivatives for trading or speculative purposes.
Interest rate derivatives not designated as hedges for GAAP are not speculative and are used to manage our exposure to interest rate movements and other identified risks but we have elected not to apply hedge accounting. Changes in the fair value of interest rate derivatives not designated in hedging relationships are recorded in derivative fair value adjustment within our consolidated statements of operations.
Foreign Currency Hedge
Our objectives in using foreign currency derivatives are to add stability to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar and to manage our exposure to exchange rate movements. To accomplish this objective, we have used foreign currency options as part of our exchange rate risk management strategy. A foreign currency option contract is a commitment by the seller of the option to deliver, solely at the option of the buyer, a certain amount of currency at a certain price on a specific date.
For derivatives designated as net investment hedges for GAAP purposes, the changes in the fair value of the derivatives are reported in accumulated other comprehensive income. Amounts are reclassified out of accumulated other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated. The change in the value of the designated portion of our settled and unsettled foreign currency hedges is recorded net in foreign currency hedge contract in our consolidated statements of comprehensive loss in the related period.
The change in the value of the portion of our settled and unsettled foreign currency hedge that is not designated for hedge accounting for GAAP is recorded in Foreign currency adjustment within our consolidated statements of operations and represented a gain of approximately $
The following table summarizes the terms of our derivative financial instruments as of December 31, 2025:
|
|
Notional |
|
|
Strike |
|
|
Effective |
|
Maturity |
||
Interest Rate Derivatives: |
|
|
|
|
|
|
|
|
|
|
||
CORRA Swap - Four Property Loan (1) |
|
$ |
|
|
|
% |
|
|
||||
SOFR Swap - Huntington Credit Facility(2) |
|
$ |
|
|
|
% |
|
|
||||
The following table summarizes the terms of our derivative financial instruments as of December 31, 2024:
|
|
Notional |
|
|
Strike |
|
|
Effective |
|
Maturity |
||
Interest Rate Derivatives: |
|
|
|
|
|
|
|
|
|
|
||
CORRA Swap - Burlington Loan (1) |
|
$ |
|
|
|
% |
|
|
||||
CORRA Swap - Cambridge Loan (1) |
|
$ |
|
|
|
% |
|
|
||||
CORRA Swap - North York Loan (1) |
|
$ |
|
|
|
% |
|
|
||||
SOFR Swap - Huntington Credit Facility(2) |
|
$ |
|
|
|
% |
|
|
||||
CDOR Swap - Bank of Montreal Loan (1) |
|
$ |
|
|
|
% |
|
|
||||
CORRA Swap - Ontario Loan (3) |
|
$ |
|
|
|
% |
|
|
||||
Foreign Currency Hedge: |
|
|
|
|
|
|
|
|
|
|
||
CAD Put (4) |
|
$ |
|
|
|
|
|
|
||||
F-36
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
The following table presents a gross presentation of the fair value of our derivatives financial instruments as well as their classification on our consolidated balance sheets as of December 31, 2025 and 2024:
|
|
Asset/Liability Derivatives |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Interest Rate Hedges: |
|
|
|
|
|
|
||
Other assets |
|
$ |
|
|
$ |
|
||
Accounts payable and accrued liabilities |
|
$ |
|
|
$ |
|
||
Foreign Currency Hedges: |
|
|
|
|
|
|
||
Other assets |
|
$ |
|
|
$ |
|
||
The following table presents the effects of our derivative financial instruments on our consolidated statements of operations for the periods presented:
|
|
Gain (loss) recognized in OCI for |
|
|
Location of |
|
Gain (loss) reclassified from OCI for the year ended December 31, |
|
Location of Gain or (Loss) Recognized in Income on Derivative |
|
Amount of Gain or (Loss) Recognized in Income on Derivative |
|
|||||||||||||||
Type |
|
2025 |
|
|
2024 |
|
|
|
|
2025 |
|
|
2024 |
|
|
|
2025 |
|
|
2024 |
|
||||||
Interest Rate Swaps |
|
$ |
( |
) |
|
$ |
|
|
Interest Expense |
|
$ |
( |
) |
|
$ |
|
Interest Expense |
|
$ |
( |
) |
|
$ |
|
|||
Interest Rate Caps |
|
|
|
|
|
— |
|
|
Interest Expense |
|
|
|
|
|
|
Interest Expense |
|
|
|
|
|
— |
|
||||
Foreign Currency Put |
|
|
( |
) |
|
|
|
|
N/A |
|
|
— |
|
|
|
— |
|
N/A |
|
|
— |
|
|
|
— |
|
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
$ |
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
||||
Based upon the forward rates in effect as of December 31, 2025, we estimate that approximately $
Note 7. Preferred Equity
Issuance of Preferred Units of Our Operating Partnership
On January 30, 2023, we, the Operating Partnership, and an affiliate of our Sponsor (the “Preferred Investor”) entered into a Series A Cumulative Redeemable Preferred Unit Purchase Agreement (the “Series A Preferred Unit Purchase Agreement”) pursuant to which the Operating Partnership issued and sold to the Preferred Investor, and the Preferred Investor purchased
F-37
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Amendment to our Operating Partnership Agreement
On January 30, 2023, in connection with the Preferred Investment, we and the Operating Partnership entered into Amendment No. 1 to the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Amendment”) with the Preferred Investor, to establish a series of preferred units of limited partnership interest of the Operating Partnership were be designated the “Series A Cumulative Redeemable Preferred Units.” The Amendment sets forth the key terms of the Preferred Units which are summarized below.
Distribution Rate
The Series A Cumulative Redeemable Preferred Units received current distributions (the “Current Distributions”) at a rate of
On May 2, 2023, the Preferred Investor waived the two year lock out clause on redemptions and the Operating Partnership redeemed all $
Issuance of Series B Preferred Stock of Our Company
On May 1, 2023, we issued $
The Series B Purchase Agreement provides that the purchase price for the Preferred Shares shall be equal to $
In connection with the issuance of the Series B Convertible Preferred Stock, and in certain other limited circumstances, we permitted the Investor, or any entity that beneficially owns or constructively owns shares of our stock as a result of the Investor’s ownership of Series B Convertible Preferred Stock, to beneficially own and constructively own the Series B Convertible Preferred Stock issued to the Investor pursuant to the Series B Purchase Agreement and any Class A Common Stock issued upon conversion of the Series B Convertible Preferred Stock.
We primarily used the net proceeds from the issuance of the Preferred Shares to repay the SmartStop Delayed Draw Mezzanine Loan, to redeem the Series A Preferred Units of our Operating Partnership, and to finance the acquisitions of the Vancouver Property and Ontario Portfolio.
Articles Supplementary
On May 1, 2023, in connection with the issuance of the Series B Convertible Preferred Stock, we filed the Series B Articles Supplementary with the State Department of Assessments and Taxation of Maryland, to classify and designate
As set forth in the Series B Articles Supplementary, the Series B Convertible Preferred Stock ranks senior to all other classes of our capital stock, including the Class A common stock (“Class A Common Stock”), Class P common stock, Class T common stock, Class W common stock, Class Y common stock and Class Z common stock (collectively, the “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. Dividends payable on each share of Series B Convertible Preferred Stock will initially be equal to a rate of
F-38
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Upon any voluntary or involuntary liquidation, dissolution or winding up, the holders of Series B Convertible Preferred Stock will be entitled to receive a payment equal to the greater of (i) the aggregate Purchase Price of all outstanding Preferred Shares (the “Series B Preferred Stock Liquidation Amount”), plus an amount equal to any accrued and unpaid dividends and other distributions (whether or not accumulated or authorized and declared) to the date of payment and (ii) the amount that that would have been payable had the Preferred Shares been converted into Common Stock pursuant to the terms of the Series B Articles Supplementary immediately prior to such liquidation.
Subject to certain additional redemption rights, as described herein, we have the right to redeem the Series B Convertible Preferred Stock for cash at any time following the third anniversary of the issuance of the Preferred Shares pursuant to the Series B Purchase Agreement. The amount of such redemption will be equal to the aggregate Purchase Price of all outstanding Preferred Shares, plus applicable redemption premium as set forth in the Series B Articles Supplementary (together, the “Redemption Price”) and an amount equal to any accrued and unpaid dividends and distributions on the Series B Convertible Preferred Stock (whether or not accumulated or authorized and declared) up to the redemption date. Upon the listing of Common Stock on a national securities exchange (the “Listing”), we have the right to redeem any or all outstanding Series B Convertible Preferred Stock at an amount equal to the greater of (i) the amount that the holders of such Preferred Shares would have received had such Preferred Shares been converted into Common Stock pursuant to the terms of the Series B Articles Supplementary immediately prior to the initial Listing, and then all of such Preferred Shares had been sold in the initial Listing, up to the Conversion Value Limitation (as described herein), or (ii) the Redemption Price, in each case, plus an amount equal to any accrued and unpaid dividends and distributions on the Series B Convertible Preferred Stock (whether or not accumulated or authorized and declared) up to the date of initial Listing. The Conversion Value Limitation is an amount per share determined using an as-converted value limitation equal to a premium of $
At any time after the earlier to occur of (i) the third anniversary of the issuance of the Preferred Shares is issued pursuant to the Series B Purchase Agreement or (ii) 180 days after an initial Listing, the holders of Series B Convertible Preferred Stock have the right to convert any or all of the Series B Convertible Preferred Stock held by such holders into Class A Common Stock at a rate per share equal to the quotient obtained by dividing the Series B Convertible Preferred Stock Liquidation Amount, plus an amount equal to any accrued and unpaid dividends or other distributions (whether or not accumulated or authorized and declared), by the conversion price. The conversion price is initially $
The holders of Series B Convertible Preferred Stock are not entitled to vote on any matter submitted to a vote of our stockholders, except that in the event that the dividend for the Series B Convertible Preferred Stock has not been paid for at least four quarterly dividend periods (whether or not consecutive), the holders of Series B Convertible Preferred Stock have the right to vote together with the holders of Common Stock as a single class on any matter submitted to a vote of our stockholders. The number of votes applicable to a share of Series B Convertible Preferred Stock will be equal to the number of shares of Class A Common Stock into which a share of Series B Convertible Preferred Stock could have been converted as of the record date set for purposes of such stockholder vote. This foregoing limited voting right shall cease when all past dividend periods have been paid in full.
F-39
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
revenues for our last fiscal year and (v) permitting any individual other than H. Michael Schwartz to (A) serve as our Chairman or any similar role or (B) otherwise perform any of the duties typically performed by Mr. Schwartz in his capacity as Chairman as of the date of the Series B Purchase Agreement.
Investor's Right Agreement
On May 1, 2023, concurrent with our entry into the Series B Preferred Stock Purchase Agreement, we and the Investor entered into an investors’ rights agreement (the “Investors’ Rights Agreement”). Pursuant to the Investors’ Rights Agreement, the Investor has the right to request us to register for resale under the Securities Act of 1933, as amended, shares of the Class A Common Stock issued to the Investor upon conversion of the Preferred Shares acquired pursuant to the Series B Preferred Stock Purchase Agreement, subject to certain limitations. After the first anniversary of the issuance of the Preferred Shares, the Investor may request up to four demand registrations for an amount of shares equal to at least $
Amendment to our Operating Partnership Agreement for Series B Convertible Preferred Units
On May 1, 2023, concurrent with our entry into the Series B Purchase Agreement, we and the Operating Partnership entered into Amendment No. 2 to the Operating Partnership Agreement, to create Series B Convertible Preferred Units having economic terms and designations, powers, preferences, rights and restrictions that are substantially similar to the Series B Preferred Stock and are summarized below:
Distribution Rate: Outstanding Series B Convertible Preferred Units will receive current distributions at a rate of
Liquidation Rights: Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership, the holders of Series B Convertible Preferred Units will be entitled to receive a payment equal to the greater of (i) the liquidation amount of such Series B Convertible Preferred Units, plus an amount equal to any accrued and unpaid distributions (whether or not accumulated or authorized and declared) to the date of payment and (ii) the amount that that would have been payable had such Series B Convertible Preferred Units been converted into common units of our Operating Partnership immediately prior to such liquidation.
Redemptions; Repurchases: In connection with any redemption of shares of Series B Convertible Preferred Stock, our Operating Partnership shall redeem, on the date of such redemption, an equal number Series B Convertible Preferred Units in exchange for an amount of cash equal to the amount of cash, if any, paid to redeem the shares of Series B Convertible Preferred Stock.
Conversion Rights: In the event that any share of Series B Convertible Preferred Stock is converted into shares of any class of our common stock, our Operating Partnership shall convert, on the date of such conversion, an equal number of Series B Convertible Preferred Units into common units of our Operating Partnership at the same conversion rate at which such shares of Series B Convertible Preferred Stock are convertible into such class of common stock.
As of December 31, 2025 and 2024, there were
Issuance of Series D Cumulative Redeemable Preferred Partnership Units
On September 4, 2025, the Preferred Investor, an affiliate of SmartStop, agreed to purchase up to
F-40
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
The terms of the Series D Preferred Units include certain rights, preferences, powers, privileges and restrictions, qualifications and limitations as are set forth in Amendment No. 5 to the Second Amended and Restated Limited Partnership Agreement of our Operating Partnership (“Amendment No. 5 to the LPA”), including the following characteristics:
As of December 31, 2025, there were
Series E Preferred Offering
On September 30, 2025, we commenced the Series E Preferred Offering of up to $
The terms of the Series E Preferred Stock are set forth in the articles supplementary for the Series E Preferred Stock (the “Series E Articles Supplementary”) and are described in more detail below:
F-41
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
As of December 31, 2025, there were
Amendment to our Operating Partnership Agreement for Series E Preferred Units
On September 30, 2025, concurrent with our commencement of the Series E Preferred Offering, we and the Operating Partnership entered into Amendment No. 6 to the Operating Partnership Agreement, to create Series E Preferred Units having economic terms and designations, powers, preferences, rights and restrictions that are substantially similar to the Series B Preferred Stock and are summarized below:
Ranking: The Series E Preferred Units will, with respect to distribution rights and rights upon liquidation, dissolution, or winding up of our Operating Partnership, rank: (a) senior to the Common Units, and to all equity securities issued by our Operating Partnership the terms of which provide that such equity securities shall rank junior to such Series E
F-42
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Preferred Units; (b) on a parity with all equity securities issued by the operating partnership other than those referred to in clauses (a) and (c); and (c) junior to all equity securities issued by the operating partnership the terms of which provide that such equity securities shall rank senior to the Series E Preferred Units, including the Series B Convertible Preferred Units and the Series D Preferred Units. The term “equity securities” shall not include convertible debt securities.
Distribution Rights: Subject to the preferential rights of the holders of Senior Units, the holders of Series E Preferred Units are entitled to receive, when, as and if authorized by us or our Operating Partnership and declared by us out of legally available funds, cumulative cash distributions on each unit of Series E Preferred Units at an annual rate of
Liquidation Rights: Upon any voluntary or involuntary liquidation, dissolution or winding up of our Operating Partnership, before any distribution or payment to holders of common units or any Junior Units and after any distribution to Senior Units, the holders of Series E Preferred Units will be entitled to receive a payment equal to $
Redemptions; Repurchases: In connection with any redemption of shares of Series E Preferred Stock, our Operating Partnership shall redeem, on the date of such redemption, an equal number Series E Preferred Units in exchange for an amount of cash equal to the amount of cash, if any, paid to redeem the shares of Series E Preferred Stock.
Note 8. Segment Disclosures
Our business is composed of
The Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. Our CODM and other management regularly evaluate performance based upon consolidated net income (loss).
The following tables summarize information for the reportable segments for the years ended December 31, 2025, 2024 and 2023:
F-43
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
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Year Ended December 31, |
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2025 |
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2024 |
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2023 |
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Revenues: |
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Self storage rental revenue |
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$ |
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$ |
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$ |
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Ancillary operating revenue |
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Total revenues |
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Operating expenses: |
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Property operating expenses |
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Property taxes |
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Payroll |
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Advertising |
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Repairs & maintenance |
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Utilities |
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Property insurance |
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Administrative and professional |
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Total property operating expenses |
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Other operating expenses: |
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Property operating expenses – affiliates |
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General and administrative |
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Depreciation |
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Intangible amortization expense |
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Acquisition expenses |
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Total other operating expenses |
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Operating loss: |
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( |
) |
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( |
) |
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( |
) |
Other income (expense): |
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Interest expense |
|
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( |
) |
|
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( |
) |
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( |
) |
Interest expense – debt issuance costs |
|
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( |
) |
|
|
( |
) |
|
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( |
) |
Derivative fair value adjustment |
|
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( |
) |
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( |
) |
|
Other income (expense) |
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Equity in loss of unconsolidated real estate ventures |
|
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( |
) |
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||
Foreign currency adjustment |
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( |
) |
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||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Note 9. Related Party Transactions
Fees to Affiliates
Our Advisory Agreement and our Private Offering Managing Dealer Agreement entitle our Advisor and Orchard to specified fees upon the provision of certain services with regard to the Private Offering and investment of funds in real estate properties, among other services, as well as reimbursement for organization and offering costs incurred by our Advisor on our behalf and reimbursement of certain costs and expenses incurred by our Advisor in providing services to us.
In addition, our Advisory Agreement with our Advisor entitles our Advisor and our Dealer Manager Agreement with our Former Dealer Manager entitled our Former Dealer Manager to specified fees upon the provision of certain services with regard to the Public Offering and investment of funds in real estate properties, among other services, as well as reimbursement for organization and offering costs incurred by our Advisor on our behalf and reimbursement of certain costs and expenses incurred by our Advisor in providing services to us.
Organization and Offering Costs
Organization and offering costs of the Private Offering paid by our Advisor on our behalf will be reimbursed to our Advisor. In addition, organization and offering costs of the Public Offering have been paid and will continue to be paid by our Advisor on our behalf and will be reimbursed to our Advisor; provided, however, that our Advisor funded, and was not reimbursed for,
F-44
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
fee, stockholder servicing fees and dealer manager servicing fees) to be paid by us in connection with the Private Offering and Public Offering, including our legal, accounting, printing, mailing and filing fees, charges of our escrow holder and other accountable organization and offering expenses, including, but not limited to, (i) amounts to reimburse our Advisor for all marketing related costs and expenses such as salaries and direct expenses of employees of our Advisor and its affiliates in connection with registering and marketing our shares; (ii) technology costs associated with the Private Offering and Public Offering; (iii) our costs of conducting our training and education meetings; (iv) our costs of attending retail seminars conducted by participating broker-dealers; and (v) payment or reimbursement of bona fide due diligence expenses. Our Advisor will be required to reimburse us within
Advisory Agreements
We do
Our Advisor receives acquisition fees equal to
SSA may also be entitled to various subordinated distributions under our Operating Partnership agreement if we (1) list our shares of common stock on a national exchange, (2) terminate or do not renew the Advisory Agreement, (3) liquidate our portfolio, or (4) effect a merger or other corporate reorganization.
Our Advisory Agreement provides for reimbursement of our Advisor’s direct and indirect costs of providing administrative and management services to us. Beginning four fiscal quarters after commencement of the Public Offering, pursuant to our Advisory Agreement, our Advisor is required to pay or reimburse us the amount by which our aggregate annual operating expenses, as defined, exceed the greater of
The Sponsor Funding Agreement
Beginning November 1, 2023, our Sponsor agreed to fund the payment of (i) the upfront
F-45
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
In consideration for our Sponsor providing the funding for the front-end sales load and the cash to cover the dilution from the stock dividends described above and in Note 1 - Organization, our Operating Partnership was obligated to issue a number of Series C Units of limited partnership interest in our Operating Partnership to our Sponsor equal to the dollar amount of such funding divided by the then-current offering price (initially $
No Distribution Rights, Liquidation Rights, or Profits Allocation: The Series C Subordinated Convertible Units are not entitled to cash distributions, distributions upon liquidation, or the allocation of any profit or loss of our Operating Partnership unless and until the Series C Subordinated Convertible Units are converted into Class A Units of the Operating Partnership.
No Voting Rights: The Series C Units shall have no voting or consent rights. Notwithstanding the foregoing, the approval of the holders of Series C Units shall be required for any amendment to the rights and obligations of the Series C Subordinated Convertible Units.
Conversion Into Class A Units: The Series C Units shall automatically convert into Class A Units on a one-to-one basis upon our disclosure of an estimated net asset value per share equal to at least $
Special Allocation: Notwithstanding the allocation provisions of the Operating Partnership Agreement, liquidating gain first shall be allocated to our Sponsor with respect to its converted Series C Units to the extent attributable to the appreciation in the value of our Operating Partnership’s assets after the first date of issuance of the Series C Units. As a result of the special allocation, the Section 704(b) capital account attributable to the converted Series C Units shall be equal to the Section 704(b) capital account for each Class A Unit issued and outstanding as of the date of the conversion on a pro rata basis.
Rights upon Liquidation: Notwithstanding the provisions of the Operating Partnership Agreement governing distributions upon liquidation, if, after the conversion of any Series C Units into a Class A Unit, the liquidating gain from a sale, exchange, merger, liquidation or other transaction is insufficient to cause the holder of the converted Series C Units to receive an amount of cash or property (at minimum) equal to the liquidation right for the holders of Class A Units on a unit by unit basis, each such unit holder shall nevertheless receive an amount equal to the liquidation right for the holders of Class A Units on a unit by unit basis, for each converted Series C Unit (the “Series C Unit Liquidation Preference”). Upon the actual liquidation of our Operating Partnership, the cash payment of the Series C Unit Liquidation Preference shall be treated as (1) a liquidation distribution from our Operating Partnership to the extent of the section 704(b) capital account attributable to the converted Series C Units and (2) a guaranteed payment for U.S. federal income tax purposes for the excess of the Series C Unit Liquidation Preference in cash over the section 704(b) capital account balance of the holder of the Series C Unit for each such converted Series C Unit. For avoidance of doubt, the Series C Units are subject to all of the terms and conditions set forth in Amendment No. 3 prior to conversion and are not entitled to any liquidation right until conversion.
F-46
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Transfer Rights: The Series C Units may be transferred to any affiliate without our consent.
Property Management Agreement
Each of our self storage properties is managed by our Property Manager under separate property management agreements. Under each agreement, our Property Manager receives a fee for its services in managing our properties, generally equal to the greater of $
All of our properties are operated under the “SmartStop® Self Storage” brand. An affiliate of our Sponsor owns the rights to the “SmartStop® Self Storage” brand.
Our Former Transfer Agent
Our Chief Executive Officer is also the chief executive officer and indirect owner of the parent company of our former transfer agent, Strategic Transfer Agent Services, LLC. Pursuant to a transfer agent agreement, our former transfer agent provided transfer agent and registrar services to us. The services our transfer agent provided us were substantially similar to what a third party transfer agent would provide in the ordinary course of performing its functions as a transfer agent. In connection with the transfer to SS&C GIDS, Inc. as our new transfer agent, we terminated the transfer agent agreement with our former transfer agent effective as of September 18, 2023. In lieu of a termination fee and in recognition of the additional cost and expenses incurred by our former transfer agent in connection with the transition, we paid our former transfer agent a transition fee of $
Pursuant to the terms of the agreements described above, the following table summarizes related party costs incurred and paid by us for the years ended December 31, 2024 and 2025, as well as any related amounts payable, which are included in due to affiliates in the accompanying consolidated balance sheets as of December 31, 2024 and 2025:
|
|
Year Ended December 31, 2024 |
|
Year Ended December 31, 2025 |
||||||||
|
|
Incurred |
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Paid |
|
Payable |
|
Incurred |
|
Paid |
|
Payable |
Expensed |
|
|
|
|
|
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|
|
|
|
|
Operating expenses |
|
$ |
|
$ |
|
$ |
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$ |
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$ |
|
$ |
Asset management fees |
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Property management fees |
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Acquisition expenses (1) |
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Capitalized |
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Acquisition related (2) |
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|
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— |
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— |
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— |
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— |
||
Preferred Equity |
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|
Offering Costs |
|
— |
|
— |
|
— |
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|
|
— |
||
Total |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
Tenant Programs
We may offer Tenant Programs to customers at our properties pursuant to which our Property Manager or an affiliate is entitled to substantially all of the net revenue attributable to the sale of Tenant Programs at our properties.
F-47
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
In order to protect the interest of the Property Manager in receiving these revenues in light of the fact that we control the properties and, hence, the ability of the Property Manager to receive such revenues, we and an affiliate of our Property Manager agreed to transfer our respective rights in such revenue to a joint venture entity owned
Storage Auction Program
Our Sponsor owns a minority interest in a company that owns
Note 10. Commitments and Contingencies
Distribution Reinvestment Plan
We adopted a distribution reinvestment plan that will allow our stockholders to have distributions otherwise distributable to them invested in additional shares of our common stock at a price equal to the then-current offering price for each class of share.
On October 2, 2023, the Company’s board of directors approved the Second Amended and Restated Distribution Reinvestment Plan (the “Second Amended and Restated DRP”) of the Company to include, as eligible participants, stockholders holding Class Y shares and stockholders holding Class Z shares. The Second Amended and Restated DRP replaced the prior distribution reinvestment plan. The distribution reinvestment plan was also amended and restated to state that the purchase price for shares pursuant to the Second Amended and Restated DRP shall be $
As of December 31, 2025, we have sold approximately
Share Redemption Program
We adopted a share redemption program for stockholders purchasing Class P shares in the Private Offering and a separate share redemption program for stockholders purchasing Class A shares, Class T shares, Class W shares, Class Y shares and Class Z shares in the Public Offering, each of which enables stockholders to sell their shares to us in limited circumstances. As long as our common stock is not listed on a national securities exchange or over-the-counter market, our stockholders who have held their stock for at least
On October 2, 2023, the Company’s board of directors approved an amendment to the Company’s share redemption program. Pursuant to the share redemption program, as amended, for Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares, the redemption price per share will be equal to
F-48
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
asset value of the applicable share class. On August 7, 2024, our board of directors approved an estimated net asset value per share of $
The redemption price per for Class P shares purchased in the Private Offering will depend on the length of time such stockholders have held such shares as follows (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to our common stock):
At any time we are engaged in an offering of Class P shares, the Redemption Amount for Class P shares purchased under the share redemption program will always be equal to or lower than the applicable per share offering price for such Class P shares. As long as we are engaged in an offering of Class P shares, the Redemption Amount shall be the lesser of the amount such stockholders paid for their Shares or the price per share in the offering. If we are no longer engaged in an offering of Class P shares, the per Share Redemption Amount will be determined by our board of directors.
Our board of directors may amend, suspend or terminate the share redemption program with
There are several limitations on our ability to redeem shares under the share redemption program, including, but not limited to:
In order to maintain operating flexibility, on August 6, 2025, our board of directors approved the suspension of our share redemption program effective as of September 6, 2025, except with respect to redemption requests made in connection with the death, commitment to a long-term care facility, qualifying disability or bankruptcy of a stockholder. The share redemption program shall remain suspended as discussed above until such time, if any, as our board of directors may approve the resumption of the share redemption program.
For the year ended December 31, 2025, we received redemption requests totaling approximately $
Operating Partnership Redemption Rights
The limited partners of our Operating Partnership have the right to cause our Operating Partnership to redeem their limited partnership units for cash equal to the value of an equivalent number of our shares, or, at our option, we may purchase
F-49
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
their limited partnership units by issuing
Other Contingencies
Note 11. Declaration of Distributions
Cash Distribution Declaration
Note 12. Potential Acquisitions
Potential Acquisition of Scarborough Property
On
Note 13. Subsequent Events
SmartCentres Financing
On February 19, 2026, the JV Properties amended the SmartCentres Financing to: (i) extend the maturity date by one-year until
Determination of Estimated Per Share Net Asset Value
On March 20, 2026, our board of directors, upon recommendation of our nominating and corporate governance committee, approved an estimated value per share (“Estimated Per Share NAV”) of $
F-50
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Update to Distribution Reinvestment Plan Offering Prices
Pursuant to the Second Amended and Restated DRP, the board of directors may set or change the offering price for shares issued under the distribution reinvestment plan in its discretion in connection with the Estimated Per Share NAV or otherwise. As a result of the Estimated Per Share NAV, the board of directors has approved a new offering price of $
Update to Redemption Price Under Share Redemption Program
Pursuant to the share redemption program, which is currently suspended, except for redemption requests made in connection with the death, commitment to a long-term care facility, qualifying disability or bankruptcy of a stockholder, the redemption price per share will depend on the class of shares purchased and whether such shares were purchased in our Private Offering or in our Public Offering, among other factors. For Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares, our share redemption program states that, following the determination of our first net asset value per share, the redemption price per share will be equal to
Offering Status
As of March 17, 2026, in connection with our offerings we have issued approximately
F-51
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
SCHEDULE III
DECEMBER 31, 2025
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Initial Cost to Company |
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Gross Carrying Amount at December 31, 2025 |
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Description |
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ST |
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Encumbrance(2) |
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Land |
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Building and |
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Total |
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Cost |
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Land |
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Building and |
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Total(1) |
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Accumulated |
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Construction in process |
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Date of |
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Date |
Phoenix |
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AZ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$( |
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$ |
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Las Vegas |
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NV |
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( |
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Surprise |
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AZ |
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( |
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— |
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Phoenix II |
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AZ |
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( |
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— |
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Bradenton |
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FL |
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( |
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Apopka |
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FL |
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( |
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Vancouver |
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WA |
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( |
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Portland |
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OR |
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( |
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Newark |
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DE |
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|
|
|
|
|
( |
|
|
|
|||||||||||
Levittown |
|
PA |
|
|
|
|
|
|
|
|
|
( |
|
— |
|
|
||||||||||
Chandler |
|
AZ |
|
|
|
|
|
|
|
|
|
( |
|
1,617 |
|
|
||||||||||
St. Johns |
|
FL |
|
|
|
|
|
|
|
|
|
( |
|
|
|
|||||||||||
Burlington |
|
ONT |
|
|
|
|
|
(3) |
|
|
|
( |
|
|
|
|||||||||||
Oxford |
|
FL |
|
|
|
|
|
|
|
|
|
( |
|
|
|
|||||||||||
Cambridge |
|
ONT |
|
|
|
|
|
(3) |
|
|
|
( |
|
|
|
|||||||||||
Edmonton |
|
AB |
|
|
|
|
|
( |
(3) |
|
|
|
( |
|
|
|
||||||||||
North York |
|
ONT |
|
|
|
|
|
( |
(3) |
|
|
|
( |
|
|
|
||||||||||
Bradenton II |
|
FL |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
N/A |
|
|||||||
Etobicoke |
|
ONT |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
N/A |
|
|||||||
Vancouver |
|
BC |
|
|
|
|
|
(3) |
|
|
|
( |
|
|
|
|||||||||||
Mississauga |
|
ONT |
|
|
|
|
|
( |
(3) |
|
|
|
( |
|
— |
|
|
|||||||||
Mississauga II |
|
ONT |
|
|
|
|
|
( |
(3) |
|
|
|
( |
|
|
|
||||||||||
Burlington II |
|
ONT |
|
|
|
|
|
( |
(3) |
|
|
|
( |
|
|
|
||||||||||
Toronto |
|
ONT |
|
|
|
|
|
( |
(3) |
|
|
|
( |
|
|
|
||||||||||
Hamilton |
|
ONT |
|
|
|
|
|
( |
(3) |
|
|
|
( |
|
|
|
||||||||||
Woodbridge |
|
ONT |
|
|
|
|
|
( |
(3) |
|
|
|
( |
|
|
|
||||||||||
Total |
|
|
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$( |
|
$ |
|
|
|
|
S-1
STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES
SCHEDULE III
DECEMBER 31, 2025
The following summarizes the activity in real estate facilities during the year ended December 31, 2025 and 2024.
|
|
2025 |
|
|
2024 |
|
||
Real estate facilities |
|
|
|
|
|
|
||
Balance at beginning of year |
|
$ |
|
|
$ |
|
||
Improvements and additions |
|
|
|
|
|
|
||
Impact of foreign exchange rate changes |
|
|
|
|
|
( |
) |
|
Balance at end of year |
|
$ |
|
|
$ |
|
||
Accumulated depreciation |
|
|
|
|
|
|
||
Balance at beginning of year |
|
$ |
( |
) |
|
$ |
( |
) |
Depreciation expense |
|
|
( |
) |
|
|
( |
) |
Impact of foreign exchange rate changes |
|
|
( |
) |
|
|
|
|
Balance at end of year |
|
$ |
( |
) |
|
$ |
( |
) |
Construction in process |
|
$ |
|
|
$ |
|
||
Real estate facilities, net |
|
$ |
|
|
$ |
|
||
S-2
FAQ
What is Strategic Storage Trust VI, Inc. (SGST) and its core business?
How many properties does SGST own and where are they located?
What were SGST’s 2025 results and financial position?
How does SGST raise capital, including common and preferred securities?
What is the estimated net asset value per SGST share?
How leveraged is SGST and what borrowing policy does it follow?
What are key risks of investing in SGST common stock?
