STOCK TITAN

Strategic Storage Trust VI (SGST) in $1.2B all-stock SSGT III merger

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Strategic Storage Trust VI, Inc. entered into a definitive all-stock merger agreement to acquire Strategic Storage Growth Trust III, Inc. through a subsidiary, with closing targeted for the fourth quarter of 2026. Each share of SSGT III common stock will convert into one share of SST VI Class A common stock, and each share of SSGT III Series A preferred stock will convert into a new SST VI Series G preferred share with substantially the same terms. The transaction requires approval by a majority of SSGT III outstanding common shares, effectiveness of an SST VI Form S-4 registration statement and other customary conditions, but does not require SST VI stockholder approval or financing. The agreement includes a 42-day window shop period for superior proposals, termination fees of $2.7 million or $5.4 million depending on timing, and up to $1.0 million of expense reimbursement. SSGT III’s advisory agreement will terminate at closing, with a negotiated $2.0 million fee paid in operating partnership units.

Through the merger SST VI will acquire SSGT III’s 12 wholly owned self-storage facilities, joint-venture stakes and DST interests. The combined company is expected to have approximately $1.2 billion in total asset value, 37 wholly owned properties, about 29,415 units and 3.2 million net rentable square feet. After closing, SST VI stockholders are expected to own around 59% of the combined company, SSGT III stockholders 38% and other SST VI operating partnership unitholders 3%. Management highlights anticipated scale benefits, including potential distribution increases for SSGT III investors, operating efficiencies and improved borrowing terms.

Positive

  • All-stock merger forms a combined platform with about $1.2 billion in assets.
  • SST VI holders expected to own about 59% of combined company.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Combined asset value $1.2 billion Expected total asset value of the combined SST VI and SSGT III platform
Wholly owned facilities post-merger 37 properties Number of wholly owned self-storage facilities in the combined company
Combined self-storage units 29,415 units Units across the 37 wholly owned properties of the combined company
Combined net rentable square feet 3.2 million square feet Net rentable area across the combined wholly owned portfolio
SST VI ownership after merger 59% Approximate post-transaction ownership by existing SST VI stockholders
SSGT III ownership after merger 38% Approximate post-transaction ownership by SSGT III stockholders
Termination fee during window shop $2.7 million Break-up fee if a superior proposal is accepted in the 42-day period
Other termination fee $5.4 million Higher termination payment owed under other specified circumstances
Delaware Statutory Trust financial
"beneficial interest in three Delaware Statutory Trust DST sponsored programs"
A Delaware statutory trust is a legal structure created under Delaware law that holds assets—often real estate or income-producing property—and issues shares of ownership to investors. It separates the assets and liabilities of the trust from individual investors, like a shared landlord that collects rent and pays expenses, and matters to investors because it can simplify ownership, limit personal liability, and make it easier to receive steady income or trade ownership stakes without managing properties directly.
Material Adverse Effect regulatory
"absence of a SST VI Material Adverse Effect or SSGT III Material Adverse Effect"
A material adverse effect is a significant negative change or event that substantially reduces a company’s business, financial condition, or future prospects — think of it like a sudden major engine failure that makes a car unreliable. Investors care because such an event can lower expected profits, trigger contract clauses (allowing counterparties to renegotiate or walk away), and prompt swift stock-price reassessment based on the higher risk and uncertainty.
Superior Proposal regulatory
"if such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal"
A superior proposal is a competing offer to buy or merge with a company that is materially better than an existing deal, typically offering higher cash, stronger terms, or fewer conditions. It matters to investors because it can raise the expected payout or change deal certainty—like getting a higher bid at an auction, a superior proposal can increase share value or prompt renegotiation of the transaction.
window shop regulatory
"parties are subject to a customary window shop related to potential bidder proposals"
Looking at investment opportunities without intending to buy right away; it means gathering information, comparing options and prices, and observing market reactions before making a commitment. For investors this matters because it lets you spot bargains, understand risk and timing, and avoid rushed decisions—like walking through a mall to compare stores and prices before choosing what to buy—so you can make better, more informed trades or investments.
Alternative Acquisition Agreement regulatory
"terminate the Merger Agreement to enter into an Alternative Acquisition Agreement"
termination payment financial
"required to pay to the Company a termination payment of $2.7 million"
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FAQ

What merger did Strategic Storage Trust VI (SGST) announce with SSGT III?

SGST agreed to an all-stock merger to acquire SSGT III, targeting closing in the fourth quarter of 2026. SSGT III will merge into an SGST subsidiary, with SGST as the surviving REIT and SSGT III ceasing to exist as a separate entity.

What will SSGT III stockholders receive in the SGST merger?

Each SSGT III common share will convert into one SGST Class A common share. Each SSGT III Series A preferred share will convert into a new SGST Series G preferred share with powers and preferences substantially matching the existing Series A preferred stock.

How large will the combined SGST self-storage portfolio be after the SSGT III merger?

The combined company is expected to own 37 wholly owned self-storage properties with about 29,415 units and 3.2 million net rentable square feet, plus joint-venture and DST interests that add additional operating and development exposure in the U.S. and Canada.

What is the expected ownership split after the SGST–SSGT III merger closes?

After completion, existing SGST stockholders are expected to own about 59% of the combined company, SSGT III stockholders about 38%, and other SGST operating partnership unitholders approximately 3%, reflecting the all-stock nature of the consideration structure.

What termination and break-up fees apply in the SGST merger agreement?

If SSGT III accepts a superior proposal during the 42-day window shop, it owes SGST a $2.7 million termination fee. In certain other termination scenarios, the fee rises to $5.4 million, plus potential expense reimbursement capped at $1.0 million.

How is SSGT III’s advisory agreement treated in the SGST merger?

Immediately before the merger effective time, SSGT III’s advisory agreement will terminate. The parties agreed the disposition-related amount due to the advisor will be $2.0 million, paid in units of limited partnership interest in SSGT III’s operating partnership.
0001852575falsetrueNONE00018525752026-07-142026-07-14

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2026

Strategic Storage Trust VI, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

000-56545

85-3494431

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

10 Terrace Road, Ladera Ranch, California 92694

(Address of principal executive offices, including zip code)

(877) 327-3485

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

None

None

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

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.

 


 

Item 1.01 Entry into a Material Definitive Agreement.

On July 14, 2026, Strategic Storage Trust VI, Inc., a Maryland corporation (the “Company”), Strategic Storage Growth Trust III, Inc., a Maryland corporation (“SSGT III”), and SSGT III Merger Sub, LLC, a Maryland limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”). SSGT III and the Company are both sponsored by an affiliate of SmartStop Self Storage REIT, Inc.

The Merger Agreement provides that the Company will acquire SSGT III by way of a merger of SSGT III with and into Merger Sub, with Merger Sub being the surviving entity (the “Merger”). The Merger is expected to close during the fourth quarter of 2026. At the effective time of the Merger (the “Merger Effective Time”), SSGT III shall cease to exist as a separate entity in accordance with the applicable provisions of the Maryland General Corporation Law. The special committee of the board of directors of the Company (the “SST VI Special Committee”), the board of directors of the Company (the “SST VI Board”), the special committee of the board of directors of SSGT III (the “SSGT III Special Committee”), and the board of directors of SSGT III (the “SSGT III Board”) have unanimously approved the Merger, the Merger Agreement, and the transactions contemplated by the Merger Agreement. The SST VI Special Committee and the SSGT III Special Committee are each comprised entirely of independent directors.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Merger Effective Time, (a) each share of SSGT III’s common stock, $0.001 par value per share (“SSGT III Common Stock”), issued and outstanding immediately prior to the Merger Effective Time (other than shares owned by the Company, any subsidiary of the Company, or any subsidiary of SSGT III) will be converted into the right to receive one share of the Company’s Class A Common Stock, $0.001 par value per share (the “SST VI Common Stock”), subject to the treatment of fractional shares in accordance with the Merger Agreement, and (b) each share of Series A Convertible Preferred Stock, $0.001 par value per share, of SSGT III (“SSGT III Series A Preferred Stock”) automatically will be converted into the right to receive a share of Series G Convertible Preferred Stock, $0.001 par value per share, of the Company, a newly designated series of preferred stock of the Company having powers, preferences, privileges and rights substantially the same as those of the SSGT III Series A Preferred Stock (the “SST VI Series G Preferred Stock”, and such right to receive the SST VI Common Stock and SST VI Series G Preferred Stock (collectively, the “Merger Consideration”)).

Assuming all of the conditions of the Merger are satisfied and the Merger is consummated in accordance with the terms in the Merger Agreement, the Company will acquire all of the real estate owned by SSGT III, which as of June 30, 2026 consisted of (i) 12 wholly-owned self storage facilities located in four states and three Canadian provinces comprising approximately 9,215 self storage units and approximately 981,465 net rentable square feet, (ii) SSGT III’s 50% equity interest in three unconsolidated real estate ventures located in the two Canadian provinces (British Columbia and Quebec) (the “JV Properties”), and (iii) beneficial interest in three Delaware Statutory Trust (“DST”) sponsored programs. The unconsolidated real estate ventures consist of one operating self storage property and two parcels of land being developed into self storage facilities, with subsidiaries of SmartCentres Real Estate Investment Trust, an unaffiliated third party, owning the other 50% of such entities.

As of June 30, 2026, SSGT III’s wholly-owned self storage portfolio was comprised of the following:

Property

 

State

 

Units(1)

 

Sq. Ft.
(net)
(2)

 

% of Total
Rentable
Sq. Ft.

 

Physical
Occupancy

Rolling Acres Rd - Lady Lake

 

FL

 

870

 

136,000

 

14%

 

88%

State Rd 44 - Wildwood

 

FL

 

1,010

 

97,400

 

10%

 

92%

Industrial Blvd - Chula Vista

 

CA

 

1,010

 

110,200

 

11%

 

92%

Tamiami Trail - Fort Myers

 

FL

 

780

 

78,000

 

8%

 

91%

State Route 35 - Eatontown

 

NJ

 

730

 

65,800

 

7%

 

95%

Ingram Dr - North York

 

ON

 

770

 

81,800

 

8%

 

92%

McNab Dr - Tamarac

 

FL

 

760

 

69,000

 

7%

 

90%

Inglewood Dr - St. Albert (Edmonton)

 

AB

 

310

 

36,900

 

4%

 

93%

128 Ave NW - Edmonton

 

AB

 

560

 

65,200

 

7%

 

91%

Mapleview Dr W - Barrie

 

ON

 

740

 

88,900

 

9%

 

93%

Vancouver

 

BC

 

800

 

53,390

 

5%

 

94%

Greenway

 

TX

 

875

 

98,875

 

10%

 

82%

Total

 

12

 

9,215

 

981,465

 

100%

 

91%

 

 


 

 

(1) Includes all rentable units, consisting of storage units and parking units (approximately 165 units).

(2) Includes all rentable square feet consisting of storage units and parking units (approximately 54,000 square feet).

As of June 30, 2026, SSGT III also held a joint venture interest in the following properties:

Unconsolidated Real
Estate Venture

 

Location

 

Date Real Estate
Venture Acquired
Land

 

Real Estate
Venture
Status

 

Completion Date
or estimated completion

 

Units(1)

 

Sq. Ft.
(net)
(1)

Victoria

 

Victoria, British Columbia

 

April 2024

 

Under development

 

2027

 

1,150

 

100,000

Laval

 

Laval, Quebec

 

April 2024

 

Operational

 

June 2026

 

1,300

 

125,000

New Westminster

 

New Westminster, British Columbia

 

June 2025

 

Under development

2027

 

1,170

 

99,275

 

 

 

 

 

 

 

 

 

 

3,620

 

324,275

 

(1) Approximate units and net rentable square feet at completion.

 

As of June 30, 2026, SSGT III also held a beneficial interest in the following properties:

DST Sponsor Program

 

Property

 

Location

 

Ownership %

 

Units(1)

 

Sq. Ft.
(net)
(2)

 

Physical
Occupancy

Blue Door I, DST

 

E Cary St.

 

Richard, Virginia

 

5%

 

560

 

58,800

 

89%

Blue Door I, DST

 

Long Shoals Rd.

 

Arden, North Carolina

 

5%

 

480

 

64,000

 

95%

Blue Door II, DST

 

FM 2181

 

Corinth, Texas

 

57%

 

770

 

98,200

 

94%

Blue Door II, DST

 

Narcoossee Rd.

 

Orlando, Florida

 

57%

 

690

 

100,700

 

89%

Blue Door II, DST

 

Spencer Highway

 

Pasadena, Texas

 

57%

 

930

 

149,100

 

91%

Blue Door III, DST

 

Florida Central Pkwy

 

Longwood, Florida

 

100%

 

550

 

68,000

 

94%

Blue Door III, DST

 

S. Cockrell Hill Rd.

 

Dallas, Texas

 

100%

 

670

 

74,800

 

90%

Blue Door III, DST

 

N 83rd Ave.

 

Phoenix, Arizona

 

100%

 

720

 

81,200

 

91%

 

 

 

 

 

 

 

 

5,370

 

694,800

 

91%

 

(1) Includes all rentable units, consisting of storage units and parking units (approximately 150 units).

(2) Includes all rentable square feet consisting of storage units and parking units (approximately 60,800 square feet).

The Merger Agreement contains customary representations, warranties, and covenants, including covenants relating to the conduct of the respective businesses of the Company and SSGT III during the period between the execution of the Merger Agreement and the earlier of the completion of the Merger or the termination of the Merger Agreement in accordance with its terms. The closing of the Merger (the “Closing”) is subject to and conditioned on the approval of the Merger by the affirmative vote of the holders of not less than a majority of all outstanding shares of SSGT III Common Stock (the “Stockholder Approval”). Pursuant to the terms of the Merger Agreement, the Closing is also subject to other customary conditions, including the delivery of certain documents and legal opinions, the accuracy of the representations and warranties of the parties (subject to the bring-down standards contained in the Merger Agreement), the effectiveness of the registration statement on Form S-4 to be filed by the Company to register the shares of the SST VI Common Stock to be issued as Merger Consideration, and the absence of a “SST VI Material Adverse Effect” or “SSGT III Material Adverse Effect” (as each term is defined in the Merger Agreement). The Company’s obligation to consummate the Merger is not subject to a financing condition. The Closing is not subject to the approval of the Company’s stockholders.

The Merger Agreement prohibits SSGT III and its subsidiaries and representatives from soliciting alternative acquisition proposals, subject to certain limited exceptions. During the period beginning on the date of the Merger Agreement and continuing for forty-two (42) days, the parties are subject to a customary “window shop” related to potential bidder proposals. SSGT III has agreed not to solicit or enter into an agreement regarding an Acquisition Proposal (as defined in the Merger Agreement), and, subject to certain exceptions, is not permitted to enter into discussions or negotiations concerning any Acquisition Proposal. However, prior to obtaining the Stockholder Approval, SSGT III may engage in discussions or negotiations and provide nonpublic information to a third party

 


 

which has made an unsolicited, bona fide written Acquisition Proposal if the SSGT III Special Committee determines in good faith, after consultation with outside legal counsel and outside financial advisors, that such Acquisition Proposal either constitutes or could reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement).

 

The Merger Agreement also provides that prior to the Stockholder Approval, upon receipt of a Superior Proposal, the SSGT III Board may, under specified circumstances, make an Adverse Recommendation Change or terminate the Merger Agreement to enter into an Alternative Acquisition Agreement, subject to complying with certain conditions set forth in the Merger Agreement, including (i) providing the Company notice at least three business days prior to effecting such Adverse Recommendation Change or entering into such Alternative Acquisition Agreement, and (ii) negotiating in good faith with the Company for a period of three business days after such notification to make adjustments to the terms and conditions of the Merger Agreement such that the Superior Proposal ceases to constitute (in the good faith determination of the SSGT III Special Committee, after consultation with outside legal counsel and outside financial advisors) a Superior Proposal. Any material amendment to such Superior Proposal requires a new notice and an additional two business day negotiation period.

The Merger Agreement contains the following termination rights: (i) by mutual written consent of the Company and SSGT III; (ii) by either the Company or SSGT III, if the Closing has not occurred by April 10, 2027; (iii) by either the Company or SSGT III, if a governmental authority issues an order, decree, ruling, or other action that permanently enjoins or prohibits the transactions under the Merger Agreement; (iv) by either the Company or SSGT III, if the Stockholder Approval is not obtained; (v) by either the Company or SSGT III, if the other party breaches any representation or covenant that causes a condition to the Closing to not be satisfied; (vi) by SSGT III, subject to the conditions contained in the Merger Agreement, in order to enter into an Alternative Acquisition Agreement prior to SSGT III obtaining Stockholder Approval; (vii) by SSGT III, upon the occurrence of an Intervening Event (as defined in the Merger Agreement); or (viii) by the Company, subject to the conditions contained in the Merger Agreement, if prior to SSGT III obtaining Stockholder Approval, any of the following occurs: (a) the SSGT III Board makes an Adverse Recommendation Change, for any reason; (b) a tender or exchange offer for shares of SSGT III Common Stock commences and the SSGT III Board fails to recommend against acceptance of the offer and to publicly reaffirm the recommendation for the Merger; or (c) SSGT III materially violates its non-solicitation obligations with respect to Acquisition Proposals.

In connection with the termination of the Merger Agreement and SSGT III’s entry into an Alternative Acquisition Agreement with respect to a Superior Proposal, as well as under other specified circumstances, SSGT III will be required to pay to the Company a termination payment of $2.7 million in the event of termination during the “window shop” period, and a termination payment of $5.4 million in the event of termination under certain other circumstances. In addition, the Merger Agreement provides for customary expense reimbursement (not to exceed $1.0 million) under specified circumstances set forth in the Merger Agreement.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Merger Agreement has been included as an exhibit hereto solely to provide the Company’s investors and security holders with information regarding its terms. It is not intended to be a source of financial, business, or operational information about the Company, SSGT III, or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Merger Agreement: (i) are made only for purposes of the Merger Agreement and are made as of specific dates; (ii) are solely for the benefit of the parties; (iii) may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Merger Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties rather than establishing matters as facts; and (iv) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. The Company’s and SSGT III’s investors and security holders should not rely on the representations, warranties, and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, SSGT III, or their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures.

 


 

Item 7.01 Regulation FD Disclosure.

On July 14, 2026, the Company and SSGT III issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibit 99.1 and the information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01 Other Events.

Concurrently with the entry into the Merger Agreement, SSGT III, SS Growth Operating Partnership III, L.P., the operating partnership of SSGT III (“SSGT III Operating Partnership”), and SS Growth Advisor III, LLC, SSGT III’s external investment advisor and an indirect subsidiary of SmartStop Self Storage REIT, Inc. (“SSGT III Advisor”), entered into a termination agreement, pursuant to which the advisory agreement, dated as of May 18, 2022, by and among SSGT III, SSGT III Operating Partnership, and SSGT III Advisor will terminate immediately prior to the Merger Effective Time. The termination agreement also provides that notwithstanding the disposition fee and related calculations due to SSGT III Advisor under SSGT III’s advisory agreement, the parties agreed that the amount payable to SSGT III Advisor thereunder immediately prior to the effective time of the Merger shall be $2.0 million, which amount shall be paid in units of limited partnership interests in SSGT III Operating Partnership.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

2.1*

 

Agreement and Plan of Merger, dated as of July 14, 2026, by and among Strategic Storage Trust VI, Inc., Strategic Storage Growth Trust III, Inc., and SSGT III Merger Sub, LLC

 

 

 

99.1

 

Joint Press Release dated as of July 14, 2026

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

*

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.

Additional Information and Where to Find It

In connection with the proposed Merger, the Company intends to file a registration statement on Form S-4 with the SEC that will include a proxy statement of SSGT III and will also constitute a prospectus of the Company. SSGT III intends to mail or otherwise provide to its stockholders the proxy statement/prospectus and other relevant materials, and hold a meeting of its stockholders to obtain the requisite stockholder approval of the Merger. BEFORE MAKING ANY VOTING DECISION, SSGT III’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents that the Company files with the SEC (when available) from the SEC’s website at www.sec.gov and the Company’s website at https://strategicreit.com/products/sst6. In addition, the proxy statement/prospectus and other documents filed by the Company with the SEC (when available) may be obtained from the Company free of charge by directing a request to the following address: Strategic Storage Trust VI, Inc., Attention: Nicholas M. Look, 10 Terrace Road, Ladera Ranch, California 92694, or by calling (866) 418-5144.

 


 

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy or sell any securities or a solicitation of a proxy or of any vote or approval. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. This communication may be deemed to be solicitation material in respect of the proposed Merger.

Participants in Solicitation Relating to the Merger

The Company and SSGT III and their respective directors and executive officers, as well as SSGT III Advisor, may be deemed, under SEC rules, to be participants in the solicitation of proxies from SSGT III’s stockholders with respect to the proposed Merger. Security holders can obtain information regarding the names, affiliations and interests of such persons in the Company’s proxy statement/prospectus when it becomes available. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus regarding the proposed Merger when it becomes available.

 

All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. The Company may not be able to complete the proposed transaction on the terms described above or other acceptable terms or at all because of a number of factors, including without limitation, the following: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (ii) the failure to obtain the Stockholder Approval or the failure to satisfy the other closing conditions to the Merger; (iii) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; and (iv) the effect of the announcement of the Merger on the ability of the parties to retain and hire key personnel, maintain relationships with their customers and suppliers, and maintain their operating results and business generally.

 

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements represent the Company’s views as of the date on which such statements were made. The Company anticipates that subsequent events and developments may cause its views to change. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. Additional factors that may affect the business or financial results of the Company are described in the risk factors included in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, copies of which are available on the SEC’s website, www.sec.gov. The Company expressly disclaims a duty to provide updates to forward-looking statements, whether as a result of new information, future events or other occurrences

Forward-Looking Statements

Statements about the expected timing, completion and effects of the Merger and the other transactions contemplated by the Merger Agreement and all other statements in this report and the exhibits furnished or filed herewith, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements.

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

STRATEGIC STORAGE TRUST VI, INC.

 

 

 

 

Date: July 14, 2026

By: /s/ Matt F. Lopez

 

Matt F. Lopez

 

Chief Financial Officer and Treasurer

 

 


Exhibit 99.1

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Strategic Storage Trust VI, Inc. and Strategic Storage Growth Trust III, Inc. to Combine in All-Stock Merger

Merger to Combine Two SmartStop-Sponsored REITs

New portfolio comprised of 37 wholly owned properties, eight joint ventures, and beneficial ownership interest in three DST programs

LADERA RANCH, Calif. – July 14, 2026 - Strategic Storage Trust VI, Inc. ("SST VI" or the "Company"), a publicly registered non-listed real estate investment trust sponsored by an affiliate of SmartStop Self Storage REIT, Inc. ("SmartStop") (NYSE: SMA), and Strategic Storage Growth Trust III, Inc. ("SSGT III"), a private REIT also sponsored by an affiliate of SmartStop, announced today that the companies have entered into a definitive agreement and plan of merger by which SST VI will acquire SSGT III in an all-stock transaction (the “Merger”). The transaction brings together two SmartStop-sponsored REITs, and the combined company is expected to have a total asset value of approximately $1.2 billion.

Under the terms of the agreement, SST VI will acquire all of the real estate owned by SSGT III, consisting of 12 wholly owned self-storage facilities located across four states and three Canadian provinces, comprising approximately 9,215 self-storage units and approximately 1.0 million net rentable square feet. SST VI will also acquire SSGT III’s 50% equity interest in three unconsolidated real estate ventures in British Columbia and Québec, held with subsidiaries of SmartCentres Real Estate Investment Trust, an unaffiliated third party. These consist of one operating self-storage property in Laval, Québec and two parcels of land in Victoria and New Westminster, British Columbia, being developed into self-storage facilities, with estimated completion in 2027. In addition, SST VI will acquire SSGT III’s beneficial interests in three Delaware Statutory Trust ("DST") sponsored programs comprising eight self-storage facilities across five states, representing approximately 5,370 units and approximately 694,800 net rentable square feet.

The combined company will have a portfolio of 37 wholly owned self-storage facilities, representing approximately 29,415 units and 3.2 million net rentable square feet, along with joint venture interests and beneficial interests in DST-sponsored programs.

"This merger is a transformational step for both companies," said H. Michael Schwartz, President and Chief Executive Officer of SST VI and SSGT III. "By bringing SSGT III’s high-quality, growth-oriented portfolio together with SST VI’s existing assets, we are creating a combined company with a fair market value of over $1 billion. That scale meaningfully strengthens our competitive position, sharpens our operating efficiencies, and gives us a stronger platform from which to pursue future growth. We believe this combination also enhances our strategic flexibility and the potential long-term value of the portfolio as we continue to evaluate the best path forward for our stockholders. Because the SSGT III portfolio is already managed within the SmartStop platform, stockholders and customers can expect total continuity of operations throughout the process."

 


 

Under the terms of the agreement, SSGT III stockholders will receive one share of SST VI Class A common stock for each share of SSGT III common stock they own. Upon completion of the transaction, existing SST VI stockholders will own approximately 59% of the combined company, and SSGT III stockholders will own approximately 38%, with the remaining approximately 3% held by other SST VI operating partnership unitholders.

The proposed merger is expected to provide several potential benefits to stockholders of both companies, including: continued diversified exposure to the self-storage sector; an anticipated increase in distribution rate for SSGT III stockholders following the Merger; additional economies of scale and improved borrowing terms as a result of the combined company’s greater size; and efficiency of operations given the strong geographic overlap and shared SmartStop Self Storage branding between the two portfolios.

The Merger was unanimously approved by the boards of directors of both SST VI and SSGT III, following unanimous approval and recommendations from the special committees of each board, which are composed entirely of independent directors. The Merger is expected to close during the fourth quarter of 2026, subject to the approval of SSGT III’s stockholders and other customary closing conditions. The transaction is not subject to a financing condition and does not require the approval of SST VI’s stockholders. The merger agreement provides SSGT III with a 42-day "window shop" period, during which the SSGT III special committee may consider unsolicited alternative acquisition proposals from third parties as described in the merger agreement. In the event of a superior proposal, the “window shop” provisions contain customary matching rights for SST VI and a reduced termination payment payable to SST VI if such superior proposal is accepted during the 42-day window. Additional information regarding the Merger and the merger agreement can be found in the Form 8-K filed by SST VI with the Securities and Exchange Commission on July 14, 2026.

Advisors

Robert A. Stanger & Company, Inc. serves as financial advisor, Nelson Mullins Riley & Scarborough LLP serves as legal counsel and Venable LLP serves as special Maryland legal counsel to the SST VI special committee, while KeyBanc Capital Markets Inc. serves as financial advisor and Bass, Berry & Sims PLC and Shapiro Sher Guinot & Sandler, P.A. serve as legal counsel to the SSGT III special committee.

About Strategic Storage Trust VI, Inc. (SST VI)

SST VI is a public non-traded REIT that elected to qualify as a REIT for federal income tax purposes. SST VI’s primary investment strategy is to invest in income-producing and growth self-storage facilities and related self-storage real estate investments in the United States and Canada. As of July 14, 2026, SST VI owned 25 operating self-storage properties of which 13 are located in seven states (Arizona, Delaware, Florida, Nevada, Oregon, Pennsylvania and Washington) comprising approximately 9,015 units and 1,079,395 rentable square feet (including parking) and 12 properties located in three Canadian provinces (Alberta, British Columbia and Ontario) comprising approximately 11,185 units and 1,158,015 rentable square feet (including parking) in addition to joint venture interests in five operational properties in two Canadian provinces (Ontario and Québec) and one wholly owned development property in Florida.
 

 


 

About Strategic Storage Growth Trust III, Inc. (SSGT III)

SSGT III is a Maryland corporation that elected to qualify as a REIT for federal income tax purposes. SSGT III’s primary investment strategy is to invest in growth-oriented self-storage facilities and related self-storage real estate investments in the United States and Canada. As of July 14, 2026, SSGT III owned 12 operating self-storage properties of which seven are located in four states (California, Florida, New Jersey and Texas) comprising approximately 6,035 units and 655,275 rentable square feet (including parking) and five properties located in three Canadian provinces (Alberta, British Columbia and Ontario) comprising approximately 3,180 units and 326,190 rentable square feet (including parking) in addition to joint venture interests in one operational and two developmental properties in two Canadian provinces (British Columbia and Québec). In addition, a subsidiary of SSGT III serves as the sponsor of three Delaware Statutory Trusts, which currently own eight operating properties in the United States comprising approximately 5,370 units and 694,800 net rentable square feet.

About SmartStop Self Storage REIT, Inc. (SmartStop)

SmartStop Self Storage REIT, Inc. (“SmartStop”) (NYSE: SMA) 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, through its indirect subsidiary, SmartStop REIT Advisors, LLC, also sponsors other self-storage programs and, through its Managed Platform, offers third-party management services in the U.S. and Canada. As of July 14, 2026, SmartStop has an owned or managed portfolio of 460 operating properties in 36 states, Washington, D.C., and Canada, comprising over 275,000 units and more than 35 million rentable square feet. SmartStop and its affiliates own or manage 52 operating self-storage properties across four provinces in Canada, which total approximately 46,000 units and 4.6 million rentable square feet. Additional information regarding SmartStop is available at www.smartstopselfstorage.com.

Additional Information and Where to Find It

In connection with the proposed merger, SST VI intends to file a registration statement on Form S-4 with the SEC that will include a proxy statement of SSGT III and will also constitute a prospectus of SST VI. SSGT III intends to mail or otherwise provide to its stockholders the proxy statement/prospectus and other relevant materials, and hold a meeting of its stockholders to obtain the requisite stockholder approval of the merger. BEFORE MAKING ANY VOTING DECISION, SSGT III’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents that SST VI files with the SEC (when available) from the SEC’s website at www.sec.gov and SST VI’s website at https://strategicreit.com/products/sst6/. In addition, the proxy statement/prospectus and other documents filed by SST VI with the SEC (when available) may be obtained from SST VI free of charge by directing a request to the following address: Strategic Storage Trust VI, Inc., Attention: Nicholas M. Look, 10 Terrace Road, Ladera Ranch, California 92694, or by calling (877) 327-3485.

 


 

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy or sell any securities or a solicitation of a proxy or of any vote or approval. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. This communication may be deemed to be solicitation material in respect of the proposed merger.

Participants in Solicitation Relating to the Merger

SST VI and SSGT III and their respective directors and executive officers, as well as SS Growth Advisor III, LLC, may be deemed, under SEC rules, to be participants in the solicitation of proxies from SSGT III’s stockholders with respect to the proposed merger. Security holders can obtain information regarding the names, affiliations and interests of such persons in SST VI’s proxy statement/prospectus regarding the proposed merger when it becomes available.

Forward-Looking Statements

Statements about the expected timing, completion and effects of the merger and the other transactions contemplated by the merger agreement and all other statements in this press release and any attachments provided with this press release, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," "continue," or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements.

All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. SST VI and SSGT III may not be able to complete the proposed transaction on the terms described above or other acceptable terms or at all because of a number of factors, including without limitation, the following: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ii) the failure to obtain the approval of SSGT III’s stockholders or the failure to satisfy the other closing conditions to the merger; (iii) risks related to disruption of management’s attention from the parties’ ongoing business operations due to the transaction; and (iv) the effect of the announcement of the merger on the ability of the parties to retain and hire key personnel, maintain relationships with their customers and suppliers, and maintain their operating results and business generally.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements represent SST VI’s and SSGT III’s views as of the date on which such statements were made. SST VI and SSGT III anticipate that subsequent events and developments may cause their views to change. These forward-looking statements should not be relied upon as representing SST VI’s or SSGT III’s views as of any date subsequent to the date hereof. Additional factors that may affect the business or financial results of SST VI are described in the risk factors included in SST VI’s filings with the SEC, including SST VI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, copies of which are available on the SEC’s website, www.sec.gov. SST VI and SSGT III expressly disclaim a duty to provide updates to forward-looking statements, whether as a result of new information, future events or other occurrences.

 


 

Contacts

Investor Relations Contact:
David Corak
Senior VP of Corporate Finance and Strategy
SmartStop Self Storage REIT, Inc.
IR@smartstop.com

Media Relations Contact:
Julie Leber
Spotlight Marketing Communications
949-427-1391
Julie@spotlightmarcom.com

 

 


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