SmartStop Self Storage REIT, Inc.

Current report

We may experience difficulties in integrating the operations of Argus Professional Storage Management, LLC and in realizing the expected benefits of the acquisition thereof, and we may experience similar difficulties in connection with any future acquisitions.

Current report

On October 1, 2025, we closed on the acquisition of Argus Professional Storage Management, LLC, a third-party self storage property management company (“Argus”). Following the closing, we own or manage over 460 self storage properties in the United States and Canada and maintain a team of over 1,000 self storage professionals. The long-term benefits of this acquisition, and any potential future acquisitions, will depend, in part, on the efficient and effective integration of the operations of Argus or any other acquired business, including their respective assets, personnel, systems, technologies, and business relationships, into our existing operations. Such integration could take longer than anticipated, could place a strain on our resources and personnel, and could result in the loss of key employees from the acquired business, the disruption of either our business or the acquired business, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures, and policies. Any of the foregoing could adversely affect our ability to continue relationships with the customers, employees, or third parties of the acquired business, or our ability to achieve the anticipated benefits of the acquisition, which could harm our financial performance. If we are unable to successfully integrate the operations of an acquired business, including Argus, with our business, we may incur unanticipated liabilities and be unable to realize the revenue growth, operating efficiencies, synergies and other anticipated benefits resulting from such transaction, and our business, results of operations and financial condition could be materially and adversely affected.

Current report

(a) On October 1, 2025, the Company, through its operating partnership, issued 328,343 units of limited partnership interests in its operating partnership (“OP Units”), or approximately $12.6 million in OP Units, to Argus Holdings, Inc. as partial consideration for 100% of the membership interests in Argus Professional Storage Management, LLC. Such OP Units must be held for at least one year, but thereafter they are redeemable by the holder for, at the election of the Company, shares of the Company’s Common Stock on a one-for-one basis or the cash value of such shares. The issuance of these OP Units was effected without registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, as a sale by the Company not involving a public offering. No underwriters were involved in such issuance.

Current report

On November 6, 2025, the Company entered into the Fourth Amended and Restated Limited Partnership Agreement of our Operating Partnership, effective as of October 1, 2025 (the “Fourth A&R LPA”), which amended, restated and superseded the Third Amended and Restated Limited Partnership Agreement dated June 28, 2019, (the “Third A&R LPA”), as amended to date.

Current report

The Fourth A&R LPA, among other things, (i) consolidates recent amendments to the Third A&R LPA, including the addition of LTIP Units as part of the Company’s 2022 Long Term Incentive Plan and other definition updates, (ii) removes references to (a) Class A-2 Units and (b) the Series A Convertible Preferred Partnership Units, which was included in Amendment No. 1 to the Third A&R LPA and which have been redeemed in full in connection with the redemption of the Series A Convertible Preferred Stock of the Company, (iii) reflects the automatic conversion of Class A Common Stock and Class T Common Stock into undesignated common stock of the Company and resulting Class A Units and Class T Units of the Operating Partnership, that occurred on October 1, 2025, (iv) reflects the issuance of undesignated Common Stock of the Company and undesignated Common Units of the Operating Partnership, (v) reduced the timing of the Specified Exchange Date in connection with a Notice of Exchange of Common Units to 30 calendar days, and (vi) made other conforming changes.

Current report

The summary above is qualified in its entirety by reference to the full text of the Fourth A&R LPA, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference. Defined terms above reflect defined terms included in the Fourth A&R LPA.

Previous report

Because we have a large number of stockholders and, prior to our recent listing on the New York Stock Exchange, shares of our common stock had not been listed on a national securities exchange and publicly tradable, there may be significant pent-up demand to sell shares of our common stock. Significant sales of shares of our common stock, or the perception that significant sales of such shares could occur, may cause the price of shares of our common stock to decline significantly.

Previous report

As of the date of this quarterly report, we had an aggregate of approximately 24.4 million shares of our Class A common stock and Class T common stock issued and outstanding. Until we completed our recent listing on the New York Stock Exchange (the “NYSE”) on April 3, 2025, we did not have any class of common stock listed on any national securities exchange and the ability of stockholders to liquidate their investments was limited. Additionally, our share redemption program, which, in any event, only allowed us to repurchase up to 5% of the weighted average number of shares of our common stock outstanding during the prior calendar year in any 12-month period, has been terminated. Further, our Class A common stock and Class T common stock will not convert into shares of our listed common stock until October 1, 2025, which is the six-month anniversary of the listing of shares of our common stock for trading on a national securities exchange and will remain subject to certain ownership and transfer restrictions contained in our charter until such conversion. As a result, there may be significant pent-up demand to sell shares of our common stock. A large volume of sales of shares of our common stock could decrease the prevailing market price of shares of our common stock and could impair our ability to raise additional capital through the sale of equity securities in the future. Even if a substantial number of sales of shares of our common stock are not effected, the mere perception of the possibility of these sales could depress the market price of shares of our common stock and have a negative effect on our ability to raise capital in the future.

Previous report

Although shares of our Class A common stock and Class T common stock are not, and will not be, listed on a national securities exchange, sales of such shares or the perception that such sales could occur could have a material adverse effect on the per share trading price of shares of our common stock.

Previous report

As of the date of this quarterly report, we had an aggregate of approximately 24.4 million shares of our Class A common stock and Class T common stock issued and outstanding. Although shares of our Class A common stock and Class T common stock are not, and will not be, listed on a national securities exchange, these shares are not subject to transfer restrictions (other than the six-month lock-up described below and the restrictions on ownership and transfer of stock set forth in our charter); therefore, such stock will be freely tradable, to extent that a market exists for such stock. As a result, it is possible that a market may develop for shares of our Class A common stock and Class T common stock, and sales of such shares, or the perception that such sales could occur, could have a material adverse effect on the per share trading price of shares of our common stock.

Previous report

Additionally, all of the shares of our Class A common stock and Class T common stock will convert automatically into common stock on October 1, 2025, which is the six-month anniversary of the listing of shares of our common stock for trading on a national securities exchange. As a result, holders of shares of our Class A common stock and Class T common stock seeking to immediately liquidate their investment in our common stock could engage in immediate short sales of shares of our common stock prior to the date on which the shares of our Class A common stock and Class T common stock convert into shares of our common stock and use the shares of our common stock that they receive upon conversion of their Class A common stock and Class T common stock to cover these short sales in the future. Such short sales could depress the market price of shares of our common stock and limit the effectiveness of the six-month lock-up strategy for limiting the number of shares of our common stock held by our stockholders that may be sold in the near-term.

Previous report

The underwriters of our recently completed public offering may waive or release parties to the lock-up agreements entered into in connection with such offering, which could adversely affect the market price of our common stock.

Previous report

We, all of our directors that will own equity in us following the completion of our recent public offering, and all of our executive officers have entered into lock-up agreements pursuant to which we and they will be subject to certain restrictions with respect to the sale or other disposition of shares of our common stock until October 1, 2025. The underwriters, at any time and without notice, may release all or any portion of the shares of common stock subject to the foregoing lock-up agreements. If the restrictions under the lock-up agreements are waived, then the shares of common stock, subject to compliance with the Securities Act or exceptions therefrom, will be available for sale into the public markets, which could cause the market price of shares of our common stock to decline and impair our ability to raise capital.