SmartStop Self Storage REIT, Inc. SMA
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Mar 12, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
39 paragraphs in Risk Factors of the 10-K filed Feb 27, 2026 with nothing like them in the 10-K filed Mar 12, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
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.
•The market price and trading volume of shares of our common stock may be volatile.
•Our distributions to stockholders may change, which could adversely affect the market price of shares of our common stock.
Our organizational documents permit us to pay distributions from any source without limit (other than those limits set forth under Maryland law). To the extent we fund distributions from borrowings, we will have fewer funds available for investment in real estate and other real estate-related assets, and our stockholders’ overall returns may be reduced. At times, we may need to borrow funds to pay distributions, which could increase the costs to operate our business. Furthermore, if we cannot cover our distributions with cash flows from operations, we may be unable to sustain our distribution rate.
Our common stock only recently began trading on the NYSE, and we cannot assure our stockholders that an active trading market will be sustained. Whether an active public market for shares of our common stock will be maintained depends on a number of factors, including the extent of institutional investor interest in us, the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other
real estate-based companies), our financial performance and general stock and bond market conditions. If an active trading market for shares of our common stock does not develop or is not maintained, our stockholders may have difficulty selling shares of our common stock, which could adversely affect the price that our stockholders receive for such shares.
The market price and trading volume of shares of our common stock may be volatile.
The U.S. stock markets, including the NYSE, on which we have listed our common stock have experienced significant price and volume fluctuations. As a result, the market price of shares of our common stock is likely to be similarly volatile, and investors in shares of our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. We cannot assure you that the market price of shares of our common stock will not fluctuate or decline significantly in the future.
In addition to the risks listed in this “Risk Factors” section, a number of factors could negatively affect the share price of our common stock or result in fluctuations in the price or trading volume of shares of our common stock, including:
•the annual yield from distributions on shares of our common stock as compared to yields on other financial instruments;
•equity issuances by us, or future sales of substantial amounts of shares of our common stock by our existing or future stockholders, or the perception that such issuances or future sales may occur;
•increases in market interest rates or a decrease in our distributions to stockholders that lead purchasers of shares of our common stock to demand a higher yield;
• changes in expectations of future financial performance or changes in estimates of securities analysts;
• publication of research reports about us or the self storage industry by securities analysts;
• strategic decisions by us or our competitors, such as acquisitions, divestments, spin offs, joint ventures, strategic investments or changes in business strategy;
• the passage of legislation or other regulatory developments that adversely affect us, the self storage industry or the REIT industry;
• changes in our actual or projected revenues, operating expenses and occupancy levels relating to our existing self storage properties;
In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on our cash flows, our ability to execute our business strategy and our ability to make distributions to our stockholders.
Broad market fluctuations could negatively impact the market price of shares of our common stock.
The stock market has recently experienced and may continue to experience extreme price and volume fluctuations that have affected the market price of many companies in industries similar or related to ours and that have been unrelated to these companies’ operating performances. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with us in particular. These broad market fluctuations could reduce the market price of shares of our common stock. Furthermore, our operating results and prospects may be below the expectations of public market analysts and investors or may be lower than those of companies with comparable market capitalizations. Either of these factors could lead to a material decline in the per share trading price of our common stock.
Increases in market interest rates may result in a decrease in the value of shares of our common stock.
One of the factors that will influence the price of shares of our common stock will be the distribution yield on shares of our common stock (as a percentage of the price of shares of our common stock) relative to market interest rates. If market interest rates increase, it may lead prospective purchasers of shares of our common stock to expect a higher distribution yield. Additionally, higher interest rates increase borrowing costs and decrease funds available for distribution. Thus, higher market interest rates could cause the per share trading price of our common stock to decrease.
Our distributions to stockholders may change, which could adversely affect the market price of shares of our common stock.
All distributions will be at the sole discretion of our Board and will depend upon our actual and projected financial condition, results of operations, cash flows, liquidity and FFO, as adjusted, maintenance of our REIT qualification and such other matters as our Board may deem relevant from time to time. We intend to evaluate distributions on a regular basis, and it is possible that stockholders may not receive distributions equivalent to those previously paid by us for various reasons, including the following: we may not have enough cash to pay such distributions due to changes in our cash requirements, indebtedness, capital spending plans, operating cash flows, or financial position; decisions on whether, when, and in what amounts to make any future distributions will remain at all times entirely at the discretion of the Board, which reserves the right to change our distribution practices at any time and for any reason; our Board may elect to retain cash for investment purposes, working capital reserves or other purposes, or to maintain or improve our credit ratings; and the amount of distributions that our subsidiaries may distribute to us may be subject to restrictions imposed by state law, state regulators, and/or the terms of any current or future indebtedness that these subsidiaries may incur. Stockholders have no contractual or other legal right to distributions that have not been authorized by the Board and declared by us. We cannot assure our stockholders that we will be able to pay or maintain distributions or that distributions will increase over time, nor can we give any assurance that rents from the properties will increase, that the properties we buy will increase in value or provide constant or increased distributions over time, or that future acquisitions of real properties will increase our cash available for distribution to stockholders. We may need to fund such distributions from external sources, as to which no assurances can be given. In addition, as noted above, we may choose to retain operating cash flow, and these retained funds, although increasing the value of our underlying assets, may not correspondingly increase the market price of shares of our common stock. Our failure to meet the market’s expectations with regard to future cash distributions likely would adversely affect the market price of shares of our common stock.
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.
Effective October 1, 2025, we closed on the acquisition of Argus, a third-party self storage property management company. 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.
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 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 operating platform in Canada.
We may not be able to increase our capital resources by engaging in additional debt or equity financings. Even if we complete such financings, they may not be on favorable terms, which could impair our growth and adversely affect our existing operations. Additionally, we may be required to accept terms that restrict our ability to incur additional indebtedness, take other actions including terms that require us to maintain specified liquidity, or other ratios that could otherwise not be in the best interests of our stockholders.
A downgrade in our credit ratings could materially adversely affect our business and financial condition and the market value of our outstanding notes.
In connection with various debt arrangements, we have received investment grade credit ratings from both Kroll Bond Rating Agency, Inc. (BBB/Stable) and Morningstar DBRS (BBB with stable trends). These credit ratings could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that any rating will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, these credit ratings are not recommendations to buy, sell or hold any of our securities. If any credit rating agency that has provided a credit rating downgrades or lowers such credit rating, or if any credit rating agency indicates that it has placed any such rating on a so-called “watch list” for a possible downgrading or otherwise indicates that its outlook for that rating is negative, it could have a material adverse effect on our costs and availability of capital, which could in turn have a material adverse effect on our financial condition, results of operations, liquidity, cash flows and our ability to satisfy our debt service obligations and to make dividends and other distributions to our security holders and could also have the material adverse effect on the market value of our outstanding notes.
Prior to our recent listing on the NYSE, we had no operating history as a publicly traded company and may not be able to successfully operate as a publicly traded company.
Prior to our recent listing on the NYSE, we had no operating history as a publicly traded company. We cannot assure you that the past experience of our senior management team will be sufficient for us to successfully operate as a publicly traded company. In addition, we are now required to comply with NYSE listing standards, and this transition could place a significant strain on our management systems, infrastructure and other resources. Failure to operate successfully as a publicly traded company would have an adverse effect on our financial condition, results of operations, cash flow and per share trading price of our common stock.
If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline.
The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if our operating results do not meet the expectations of the investor community, one or more of the analysts who cover our company may change their recommendations regarding our company, and our stock price could decline.
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Similarly, Title 3, Subtitle 8 of the MGCL provides certain other anti-takeover protections, including permitting a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to have a classified board of directors. Our Board is not currently classified, and we have not elected to be subject to any of the provision of Subtitle 8 of the MGCL that would permit us to classify our Board without stockholder approval. Moreover, we filed Articles Supplementary to our charter to provide that, without the affirmative vote of a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors, we may not elect to be subject to the provision of Subtitle 8 that would permit us to classify our Board without stockholder approval.
In addition, local, state, provincial and federal governments have adopted, and may in the future adopt, broader regulations that directly impact our operations and revenue. For example, in response to recent wildfires, California and certain localities adopted regulations limiting the rents that self storage operators could charge and the extent to which such operators could increase rents to existing tenants. Other jurisdictions have also adopted regulations, or have recently threatened to adopt regulations, restricting a self storage operator’s pricing methodologies, fees, disposal procedures, marketing efforts, and other matters. To the extent these regulatory restrictions or any future regulatory restrictions impact our portfolio, this could have an adverse impact on our revenues and results of operations.
their spending to other products and services. A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.
Paragraphs in the 10-Q filed Nov 6, 2026 that were not in the one before
New in the latest 10-Q
40 paragraphs in the 10-Q filed Nov 6, 2026 with nothing like them in the 10-Q filed Aug 7, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Offering costs of Underwritten Public Offering — — — — — — (42) — — — (42) — (42)
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Distributions to noncontrolling interests in our Operating Partnership — — — — — — — — — — — (1,693) (1,693)
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Repurchase of noncontrolling interest in our Operating Partnership — — — — — — 67 — — — 67 (297) (230)
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If we enter into a Forward Sale Agreement with any Forward Purchaser, we expect that such Forward Purchaser or its affiliate will attempt to borrow from third parties and sell, through the relevant Forward Seller, Shares to hedge such Forward Purchaser’s exposure under such Forward Sale Agreement. A “Forward Seller” refers to a Sales Agent, when acting as sales agent for the relevant Forward Purchaser. We will not initially receive any proceeds from any sale of Shares borrowed by a Forward Purchaser or its affiliate and sold through the relevant Forward Seller.
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Through September 30, 2026, we had entered into, and may continue to enter into, forward sale agreements with various Agents pursuant to the ATM Agreement. As of September 30, 2026, we had not settled any shares of our Common Stock under these forward sale agreements, nor have we settled any of these shares of our Common Stock subsequent to September 30, 2026. These forward sale agreements may be physically settled in our Common Stock, settled in cash or net share settled at our election. The forward sales price that we will receive upon physical settlement of the forward sale agreements will be subject to adjustments for (i) a floating interest rate factor equal to a specified daily rate less a spread adjustment and (ii) scheduled dividends during the term of the forward equity sales agreements. We evaluated our forward sale agreements in accordance with Accounting Standards Codification 815-40 and concluded that they meet the conditions to be classified within equity as of September 30, 2026. Shares issuable under a forward sale agreement are reflected in the diluted earnings per share calculations for the applicable periods using the treasury stock method, where applicable.
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As of September 30, 2026, a total of 2,438,776 shares of Common Stock remain unsettled under these agreements, representing approximately $78.1 million in gross proceeds at a weighted average initial gross price of $32.01 per share, before commissions, fees and other adjustments. As of September 30, 2026, the weighted average forward price under these agreements was $31.57 per share. These forward sale agreements have maturities extending through September 2027.
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Additionally, we are the primary beneficiary of our joint venture with AXCS Capital, Inc. (“AXCS”), through which we make structured debt and preferred equity investments in the self storage sector (the “AXCS Joint Venture”). As a result, the AXCS Joint Venture is consolidated.
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We account for these investments as held to maturity debt securities and record them at their amortized cost. We assess each investment to determine whether fair value is below the amortized cost as of each reporting period. As of September 30, 2026, we have assessed that the carrying values approximated the fair values, given the recency of the investments and comparable credit quality of the borrowers. During the three and nine months ended September 30, 2026, we recorded an allowance for credit losses of approximately $0.9 million and $1.2 million, respectively, which was included in investment income, net in our consolidated statements of operations.
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Our investments in debt securities and notes receivable include mandatorily redeemable or puttable preferred equity and notes receivable issued to third parties, the details of which are summarized as follows (dollars in thousands):
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Reflects the maturity date in effect as of September 30, 2026, as applicable. Subject to certain conditions, the maturity dates of certain investments may be expressed as initial required redemption dates and extended beyond the dates shown.
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The amortized cost basis of this preferred investment was $ 3.9 million and $ 3.7 million as of September 30, 2026 and December 31, 2025, respectively.
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This preferred investment does not have a set maturity date, but rather, redemption is required in certain situations, including but not limited to, us exercising our put on or after the fifth anniversary of our initial contribution.
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The amortized cost basis of this preferred investment was $ 16.7 million as of September 30, 2026.
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This note gives the borrower the option to borrow up to an additional $ 6.5 million, net of a 10 % interest reserve holdback, on or before November 30, 2026. The amortized cost basis of this note was $ 16.1 million as of September 30, 2026.
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Investments made through the AXCS Joint Venture are shown gross, inclusive of the 5 % non-controlling interest.
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The amortized cost basis of this preferred investment was $ 4.3 million as of September 30, 2026.
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The amortized cost basis of this preferred investment was $ 13.8 million as of September 30, 2026.
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The rate of return for each investment is dependent on the form of security, merits of the underlying asset(s), maturity and other relevant terms. The weighted average stated preferred/interest rate on the outstanding investments was approximately 15% as of September 30, 2026, and the total allowance for credit losses was approximately $1.2 million as of September 30, 2026.
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The fair value of our investments in debt securities and notes receivable that are classified as held-to-maturity approximate fair value (categorized within Level 3 of the fair value hierarchy). These fair values are estimated using a discounted cash flow analysis that incorporates significant unobservable inputs, including discount rates, capitalization rates, and project cash flows and values of the underlying properties that act as collateral. The discount rates used approximate current market rates for securities with similar maturities and credit quality.
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We may assign purchase and sale agreements to our Managed REITs or contribute such properties to joint ventures. Further, there can be no assurance that we will complete the potential acquisitions described above. In some circumstances, if we fail to complete a potential acquisition, we may forfeit our earnest money on such property.
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The estimated fair value of the contingent earnout was estimated based on a risk-adjusted forecast and a closed form Black Scholes call option model under a risk neutral framework that incorporates the payoff based on achievement of the requisite revenue thresholds. The portion of the earnout to be issued in OP Units was further adjusted for an illiquidity discount, as discussed immediately above.
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These fair value measurements are based on significant inputs not observable in the market and thus represent a Level 3 measurement as discussed in Note 2 - Summary of Significant Accounting Policies. The key assumptions used in estimating the fair value of the contingent earnout consideration included (i) forecasted annual revenue during 2028, (ii) selection of risk-adjusted discount rates and (iii) a volatility assumption.
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On September 29, 2026, we agreed to an investment of approximately $74.3 million CAD (approximately $52.3 million USD as of September 30, 2026) into a Canadian joint venture fund, subject to various closing and other conditions. The investment will provide us with a 50% general partner interest in the fund and limited partnership interests. The investment is structured as approximately (i) $49.3 million CAD of limited partnership interests and (ii) $25.0 million CAD of convertible preferred partnership interests bearing a 6.5% rate to be paid quarterly in-kind, convertible (at the election of the other shareholders of the general partner) to limited partnership interests in stages over the 24 months following the closing at the net asset value of the fund established at close. We also committed to make additional investments of up to $228.0 million CAD (approximately $160.5 million USD as of September 30, 2026) during the three years following the closing, primarily to fund additional self storage properties that may be acquired by the fund, all subject to the approval of the general partner of the fund. Within that amount, it is contemplated that approximately $5.0 million CAD may be requested for working capital and other permitted general purposes of the fund, and up to approximately $10.0 million CAD may be requested in connection with refinancings of fund indebtedness and other long-term items. Any such additional investment, including those working capital and refinancing amounts, requires general partner approval, which requires our separate specific approval in our capacity as a shareholder of the general partner, and the same approval of one of the other shareholders. However, if the fund’s pending sale of one of its existing properties is not completed within 30 days following the closing, we will be required, without any further approval on our part, to contribute the amount of working capital that the fund’s general partner, acting reasonably, determines the fund requires as a result of continuing to hold that property, which contribution would count against the $228.0 million CAD additional investment amount.
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In connection with the investment, we expect to provide guarantees directly to certain lenders of the fund’s subsidiaries, proportionate to our common ownership interest in the fund.
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The investment and related transactions pertaining to this closing are subject to approval under the Canadian Competition Act and certain other closing conditions customary in transactions of this nature. Due to these closing conditions, we cannot make any assurances that the investment and related transactions pertaining to this closing will occur.
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As of September 30, 2026, we had not made any investment or deposit, nor had we provided any guarantees, related to this potential joint venture investment.
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The following is a schedule of maturities, including required principal amortization payments, for debt outstanding as of September 30, 2026 (in thousands): 2026 (1) $4,074 2027 44,127 2028 442,986 2029 104,289 2030 (1) 249,351 Thereafter 298,158 Total $1,142,985 (1) Subsequent to September 30, 2026, on October 30, 2026, we fully repaid the Ladera Office Loan with proceeds from our Credit Facility. As a result, $3.6 million of the 2026 scheduled maturity above is now due in 2030. Canadian Notes We, as guarantor, and our Operating Partnership, as issuer, have sold three series of CAD-denominated senior unsecured notes on a private placement basis in Canada (collectively, the “Canadian Notes”): • On June 16, 2025, we sold an aggregate principal amount of $500.0 million CAD of senior unsecured notes due June 16, 2028 (the “2028 Canadian Notes”). The 2028 Canadian Notes bear interest at a fixed rate of approximately 3.91% per annum, with interest only payments due semiannually on June 16 and December 16 of each year, beginning December 16, 2025, until maturity. • On September 24, 2025, we sold an aggregate principal amount of $200.0 million CAD of senior unsecured notes due September 24, 2030 (the “2030 Canadian Notes”). The 2030 Canadian Notes bear interest at a fixed rate of approximately 3.89% per annum, with interest only payments due semiannually on March 24 and September 24 of each year, beginning March 24, 2026, until maturity. • On August 18, 2026, we sold an aggregate principal amount of $200.0 million CAD of senior unsecured notes due February 18, 2031 (the “2031 Canadian Notes”). The 2031 Canadian Notes bear interest at a fixed rate of approximately 4.32% per annum, with interest only payments due semiannually on February 18 and August 18 of each year, beginning February 18, 2027, until maturity. Each series of Canadian Notes was offered pursuant to an agency agreement among us, our Operating Partnership, the Subsidiary Guarantors (as defined below), BMO Nesbitt Burns Inc., National Bank Financial Inc., Scotia Capital Inc. and RBC Dominion Securities Inc. The Canadian Notes were issued pursuant to an indenture (the “Base Indenture”) among us, our Operating Partnership and Computershare Trust Company of Canada, as trustee (the “Trustee”). The Base Indenture was amended and supplemented for the 2028 Canadian Notes, the 2030 Canadian Notes and the 2031 Canadian Notes by a first, second and third supplemental indenture, respectively, each among us, our Operating Partnership and the Subsidiary Guarantors (collectively, the “Supplemental Indentures” and, together with the Base Indenture, the “Canadian Notes Indentures”). Our Operating Partnership may redeem at any time all, or from time to time, any part of any series of the Canadian Notes then outstanding. The redemption price is the greater of (i) 100% of the principal amount so prepaid and (ii) the Canada Yield Price, together in each case with accrued and unpaid interest, if any, to the date fixed for redemption. The “Canada Yield Price” means a price equal to the price of a note calculated to provide (A) for the 2028 Canadian Notes, a yield to the maturity date, and (B) for the 2030 Canadian Notes and the 2031 Canadian Notes, a yield to one month prior to the maturity date, in each case compounded semi-annually and calculated in accordance with generally accepted financial practice. That yield equals the Government of Canada yield (as calculated in accordance with the Supplemental Indentures) plus (A) for the 2028 Canadian Notes and the 2030 Canadian Notes, 0.28%, and (B) for the 2031 Canadian Notes, 0.26%, in each case on the business day prior to the date on which our Operating Partnership gives notice of redemption.
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Key financial covenants included in the Canadian Notes Indentures include that the Operating Partnership must maintain: (i) a minimum interest coverage ratio of not less than 1.50 to 1.00, measured as a ratio of consolidated EBITDA to consolidated interest expense; (ii) a maximum percentage of total consolidated indebtedness to aggregate assets of 65%, tested on a pro forma basis giving effect to the incurrence of the indebtedness to be incurred and the application of the proceeds therefrom; (iii) a minimum tangible net worth of US$300,000,000; and (iv) a minimum ratio of unencumbered aggregate adjusted assets (excluding assets under development or redevelopment and undeveloped land and other non-income producing assets) to consolidated unsecured indebtedness (excluding subordinated indebtedness) of not less than 1.30 to 1.00. The foregoing description of certain key financial covenants is a summary only and is qualified in its entirety by reference to the full text of the Canadian Notes Indentures, including the specific definitions, calculation methodologies, and other terms set out therein.
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Subsequent to September 30, 2026, the SSGT III-Blue Door III Bridge Loan extension option was exercised, which extended the maturity date to May 13, 2027 and increased the interest rate spread to 4.0 %.
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Note 16. Subsequent Events In addition to the subsequent events discussed elsewhere in the notes to the financial statements, the following significant events have occurred subsequent to September 30, 2026. Canadian Portfolio Delayed Draw Loan On October 9, 2026, we, through a wholly-owned subsidiary, entered into a $10.0 million CAD (approximately $7.0 million USD as of September 30, 2026) delayed draw bridge loan facility (the “Canadian Portfolio Delayed Draw Loan”) to provide bridge capital to such owner. Borrowings bear interest at a fixed rate of 8.5% per annum, payable monthly in arrears, and are available to be drawn through December 31, 2027; amounts repaid may not be reborrowed. The Canadian Portfolio Delayed Draw Loan matures on October 9, 2029, and may be extended for one additional six-month period at our sole discretion. The Canadian Portfolio Delayed Draw Loan is secured by second-ranking mortgages on the two properties in Ontario, Canada, which are subordinate to senior loans on the properties, and contains customary representations and warranties, reporting, affirmative, negative and financial covenants, and events of default. On October 9, 2026, we advanced $0.8 million CAD under the Canadian Portfolio Delayed Draw Loan. Until the borrower satisfies a certain post-closing requirement, aggregate borrowings are limited to $5.0 million CAD.
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On September 29, 2026, we agreed to an investment of approximately $74.3 million CAD (approximately $52.3 million USD as of September 30, 2026) into a Canadian joint venture fund, subject to various closing and other conditions. The investment will provide us with a 50% general partner interest in the fund and an immediate expected approximate 34% limited partnership interest in the fund that we expect will own at close, or shortly thereafter, 14 self storage properties in Canada, comprising approximately 961,000 net rentable square feet and 9,600 units. The portfolio is in early lease-up and is approximately 50% physically occupied. The investment is structured as approximately (i) $49.3 million CAD of limited partnership interests and (ii) $25.0 million CAD of convertible preferred partnership interests bearing a 6.5% rate to be paid quarterly in-kind, convertible (at the election of the other shareholders of the general partner) to limited partnership interests in stages over the 24 months following the closing at the net asset value of the fund established at close. Our limited partnership interest in the Canadian joint venture fund would represent approximately 44%, assuming all of the convertible preferred equity was converted. We also committed to make additional investments of up to $228.0 million CAD (approximately $160.5 million USD as of September 30, 2026) during the three years following the closing, primarily to fund additional self storage properties that may be acquired by the fund, all subject to the approval of the general partner of the fund. Within that amount, it is contemplated that approximately $5.0 million CAD may be requested for working capital and other permitted general purposes of the fund, and up to approximately $10.0 million CAD may be requested in connection with refinancings of fund indebtedness and other long-term items. Any such additional investment, including those working capital and refinancing amounts, requires general partner approval, which requires our separate specific approval in our capacity as a shareholder of the general partner, and the same approval of one of the other shareholders. However, if the fund’s pending sale of one of its existing properties is not completed within 30 days following the closing, we will be required, without any further approval on our part, to contribute the amount of working capital that the fund’s general partner, acting reasonably, determines the fund requires as a result of continuing to hold that property, which contribution would count against the $228.0 million CAD additional investment amount.
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In connection with the investment, we expect to provide guarantees directly to certain lenders of the fund’s subsidiaries, proportionate to our common ownership interest in the fund.
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The investment and related transactions pertaining to this closing are subject to approval under the Canadian Competition Act and certain other closing conditions customary in transactions of this nature. Due to these closing conditions, we cannot make any assurances that the investment and related transactions pertaining to this closing will occur.
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As of September 30, 2026, we had not made any investment or deposit, nor had we provided any guarantees, related to this potential joint venture investment.
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Additionally, we are the primary beneficiary of the AXCS Joint Venture. As a result, the AXCS Joint Venture is consolidated.
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Through September 30, 2026, we had entered into, and may continue to enter into, forward sale agreements with various agents pursuant to the ATM Agreement. As of September 30, 2026, we had not settled any shares of our common stock under these forward sale agreements, nor have we settled any of these shares of our common stock subsequent to September 30, 2026. These forward sale agreements may be physically settled in our common stock, settled in cash or net share settled at our election. The forward sales price that we will receive upon physical settlement of the forward sale agreements will be subject to adjustments for (i) a floating interest rate factor equal to a specified daily rate less a spread adjustment and (ii) scheduled dividends during the term of the forward equity sales agreements. We evaluated our forward sale agreements in accordance with Accounting Standards Codification 815-40 and concluded that they meet the conditions to be classified within equity as of September 30, 2026. Shares issuable under a forward sale agreement are reflected in the diluted earnings per share calculations for the applicable periods using the treasury stock method, where applicable.
Read in the 10-Q
As of September 30, 2026, a total of 2,438,776 shares of common stock remain unsettled under these agreements, representing approximately $78.1 million in gross proceeds at a weighted average initial gross price of $32.01 per share, before commissions, fees and other adjustments. As of September 30, 2026, the weighted average forward price under these agreements was $31.57 per share. These forward sale agreements have maturities extending through September 2027.
Read in the 10-Q
Other information
On November 4, 2026, our board of directors approved an updated Code of Ethics and Business Conduct (the “Updated Code of Ethics”), which is immediately effective. The Updated Code of Ethics will supersede the existing Code of Ethics and Business Conduct (the “Prior Code”) and will be applicable to all directors, officers and employees of the Company and our subsidiaries and affiliates, including our principal executive officer, principal financial officer and principal accounting officer.
Read in the 10-Q
The Updated Code of Ethics is intended to modernize the content and structure of our Prior Code for changes in our business and internal policies and regulatory and technological developments, while maintaining our core ethical principles and compliance framework. The approval of the Updated Code of Ethics does not relate to, and its adoption will not result in, any waiver, explicit or implicit, of any provision in the Prior Code. The substantive updates reflected in the Updated Code of Ethics include new content regarding emerging risk areas and evolving regulatory and technological developments, such as those related to prediction markets.
Read in the 10-Q
The foregoing description of the updates is subject to and qualified in its entirety by reference to the full text of the Updated Code of Ethics. The Updated Code of Ethics is posted on our website (https://investors.smartstopselfstorage.com/), under the Governance section of the website.
Read in the 10-Q
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 6, 2026 against Item 1A of the 10-K filed Feb 27, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:Please refer to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “2025 Annual Report”). There have been no material changes from the risk factors set forth in our 2025 Annual Report.
Read in the 10-Q
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed Feb 27, 2026 that are in none of the 1 earlier 10-Ks stored, back to Mar 12, 2025
Where each one is used
- market price: •The market price and trading volume of shares of our common stock may be volatile.
- trading volume: •The market price and trading volume of shares of our common stock may be volatile.
- market interest: •increases in market interest rates or a decrease in our distributions to stockholders that lead purchasers of shares of our common stock to demand a higher yield;
- credit ratings: All distributions will be at the sole discretion of our Board and will depend upon our actual and projected financial condition, results of operations, cash flows, liquidity and FFO, as adjusted, maintenance of our REIT qualification and such other matters as our Board may deem relevant from time to time. We intend...
- party platform: Increasing our revenue from the Managed Platform is dependent in large part on the ability to raise capital in offerings for existing or future Managed REITs or other future programs, our ability to expand our Third Party Platform, as well as on our ability to make investments that meet the investment criteria of...
- credit rating: All distributions will be at the sole discretion of our Board and will depend upon our actual and projected financial condition, results of operations, cash flows, liquidity and FFO, as adjusted, maintenance of our REIT qualification and such other matters as our Board may deem relevant from time to time. We intend...
- share trading: The stock market has recently experienced and may continue to experience extreme price and volume fluctuations that have affected the market price of many companies in industries similar or related to ours and that have been unrelated to these companies’ operating performances. The changes frequently appear to...
- trading price: The stock market has recently experienced and may continue to experience extreme price and volume fluctuations that have affected the market price of many companies in industries similar or related to ours and that have been unrelated to these companies’ operating performances. The changes frequently appear to...
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
31 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
Excel workbook · CSV. Google Sheet that stays up to date: paste =IMPORTDATA("https://tickdelta.com/company/SMA/export.csv") into a cell.