SGST 10-K & 10-Q changes, risk factors and insider trading

We have limited prior financial and operating history that investors may use to evaluate our ability to successfully and profitably implement our business plans. We were incorporated on October 14, 2020 and commenced formal operations on March 10, 2021. As of December 31, 2024,2025, we owned 24 operating self storage facilities located in seven states (Arizona, Delaware, Florida, Nevada, Oregon, Pennsylvania and Washington) and three Canadian provinces (Alberta, British Columbia and Ontario), two wholly-owned developmental properties in Florida and Ontario, as well as 50% equity interests in five unconsolidated real estate ventures located in the two Canadian provinces (Ontario and Quebec). Our unconsolidated real estate ventures consist of onefour operating self storage property in the lease-up phase and fourone parcelsparcel of land that areis intended to be developed into a self storage facilities,facility, with subsidiaries of SmartCentres owning the other 50% of such entity.

We are subject to all of the business risks and uncertainties associated with any new business, including the risk that we will not be able to establish profitable operations either in the short- or long-term. Due to our limited operating history, we are relatively untested and face heightened uncertainties with respect to our ability to generate sufficient revenue to enable profitable operations.operations or distribution coverage. Furthermore, the prior performance of our Sponsor and its affiliates, or their real estate investment programs, should not be relied upon as an indicator of our future performance. We cannot guarantee that we will be able to find suitable investments with the proceeds of our Public Offering.offerings. Our failure to timely invest in quality assets could diminish returns to investors and our ability to pay distributions to our stockholders. Such risks and uncertainties could have a material adverse effect on our results of operations and therefore on the value of an investment in our stock.

The past performance of our Sponsor and its affiliates, or their real estate investment programs should not be relied upon as an indicator of our future performance. We cannot guarantee that we will be able to find suitable investments with the proceeds of our initial public offering.offerings. Our failure to timely invest the proceeds of our Public Offering,offerings, or to invest in quality assets, could diminish returns to investors and our ability to pay distributions to our stockholders.

We incurred a net loss attributable to our common stockholders of approximately $47.3$36.6 million for the fiscal year ended December 31, 2024.2025. Our accumulated deficit was approximately $111.4$148.0 million as of December 31, 2024.2025. Given that we are still early in our fundraisingfundraising, acquisition and acquisitionlease up stage, our operations may not be profitable in 2025.2026.

There is currently no public market for our shares and there may never be one. Stockholders may not sell their shares unless the buyer meets applicable suitability and minimum purchase standards. Our charter also prohibits the ownership by any one individual of more than 9.8% of our stock, unless waived by our board of directors, which may inhibit large investors from desiring to purchase our stockholders’ shares. Moreover, our share redemption programprogram, which is currently partially suspended, includes numerous restrictions that would limit a stockholder’s ability to sell their shares to us. Our board of directors could choose to amend, suspend, or terminate our share redemption program upon 30 days’ notice. Therefore, it may be difficult for our stockholders to sell their shares promptly or at all. If stockholders are able to sell their shares, they will likely have to sell them at a substantial discount to the price they paid for the shares. It also is likely that our shares would not be accepted as the primary collateral for a loan. Our shares should be considered a long-term investment because of their illiquid nature.

Our stockholders may be unable to sell their shares because their ability to have their shares redeemed pursuant to our share redemption programprogram, which is currently partially suspended, is subject to significant restrictions and limitations and if our stockholders are able to sell their shares under the program, our stockholders may not be able to recover the amount of their investment in our shares.

Our share redemption program is currently suspended, except for redemption requests made in connection with the death, commitment to a long-term care facility, qualifying disability or bankruptcy of a stockholder. Even though our share redemption program may provide our stockholders with a limited opportunity to sell their shares to us after they have held them for a period of one year, our stockholders should be fully aware that our share redemption program contains significant restrictions and limitations. Further, our board of directors may limit, suspend, terminate or amend any provision of the share redemption program upon 30 days’ notice. Redemptions of shares, when requested, are generally made quarterly to the extent we have sufficient funds available to us to fund such redemptions. During any calendar year, we will not redeem in excess of 5% of the weighted average number of shares outstanding during the prior calendar year and redemptions will be funded solely from proceeds from our distribution reinvestment plan. We are not obligated to redeem shares under our share redemption program. Therefore, in making a decision to purchase our shares, our stockholders should not assume that they will be able to sell any of their shares back to us pursuant to our share redemption program at any time or at all.

The purchase price for shares we repurchase under our share redemption programprogram, if reinstated, will depend on whether such shares were purchased in our private offering or in our publicPublic offeringOffering and under most circumstances will be less than the amount paid for such shares. For shares purchased in our publicPublic offering,Offering, the redemption price per share will be equal to 93% of the then-current estimated net asset value per share for such class of shares once our board of directors approves such an estimated net asset value per share. For shares purchased in our private offering, the redemption price per share depends on the length of time such shares have been held. Accordingly, you may receive less by selling your shares back to us than you would receive if our investments were sold for their estimated values and such proceeds were distributed in our liquidation.

The actual value of shares that we redeem under our share redemption programprogram, which is currently partially suspended, may be substantially less than what we pay.

Under our share redemption program, which is currently partially suspended, shares may be redeemed at varying prices depending on factors such as how such shares were acquired, the number of years such shares have been held, the circumstances under which such shares are being redeemed. Because we may only calculate the value per share for our shares annually, the net asset value per share may not accurately represent the actual value of our common stock, and the actual value per share of our common stock at any particular time may be higher or lower than the actual net asset value per share at such time. Accordingly, the actual value of the shares that we redeem may be less than the redemption price per share that we pay, and, if so, then the redemption will be dilutive to our remaining stockholders. Alternatively, if, at the time of redemption, the net asset value of the shares that we redeem is higher than the redemption price, the redeeming stockholder will not benefit from any increase in the value of the underlying assets.

On AugustMarch 7,20, 2024,2026, our board of directors approved an estimated value per share for our Class A shares, Class P shares, Class T shares, Class W shares, Class Y shares, and Class Z shares of $10.00 as of MarchSeptember 31,30, 2024.2025. Our board of directors approved this estimated value per share pursuant to rules promulgated by FINRA, which, in our case, required us to disclose an estimated per share value of our shares based on a valuation no later than 150 days following the second anniversary of the date we commenced our Public Offering.FINRA. When determining the estimated value per share, there are currently no SEC, federal and state rules that establish requirements specifying the methodology to employ in determining an estimated value per share; provided, however, that the determination of the estimated value per share must be conducted by, or with the material assistance or confirmation of, a third-party valuation expert or service and must be derived from a methodology that conforms to standard industry practice.

In determining our estimated value per share, we primarily relied upon a valuation of our portfolio of properties as of MarchSeptember 31,30, 2024.2025. Valuations and appraisals of our properties are estimates of fair value and may not necessarily correspond to realizable value upon the sale of such properties, therefore our estimated net asset value per share may not reflect the amount that would be realized upon a sale of each of our properties.

For the purposes of calculating the estimated value per share, an independent third party appraiser valued our properties as of MarchSeptember 31,30, 2024.2025. The valuation methodologies used to value our properties involved certain subjective judgments. Ultimate realization of the value of an asset depends to a great extent on economic and other conditions beyond our control and the control of our advisor and independent appraiser. Further, valuations do not necessarily represent the price at which an asset would sell, since market prices of assets can only be determined by negotiation between a willing buyer and seller. Therefore, the valuations of our properties and our investments in real estate related assets may not correspond to the timely realizable value upon a sale of those assets. Because our share prices are primarily based on the estimated net asset value per share, our stockholders may pay more than realizable value when such shares are purchased or receive less than realizable value when such shares are sold.

Upon calculating our initial estimated value per share, our board of directors determined the offering price of our shares in our Public Offering based upon a number of factors but primarily based on the estimated per share value of our shares determined by our board of directors. There are no established criteria for valuing issued or outstanding shares of companies like us. Therefore, our offeringPublic Offering price may not behave been indicative of either the price at which our shares would trade if they were listed on a national exchange or actively traded by brokers or of the proceeds that a stockholder would receive if we were liquidated or dissolved and the proceeds were distributed to our stockholders.

We have paid, and may continue to pay, distributions from sources other than cash flow from operations, which mayhas include borrowings orincluded the net proceeds of our Public Offering and which may include borrowings (which may constitute a return of capital); therefore, we will have fewer funds available for the acquisition of properties, and our stockholders’ overall return may be reduced. Therefore, it is likely that some or all of the distributions that we make will represent a return of capital to stockholders, at least in the first few years of operation. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions.

In the event we do notWe have enoughpaid, and may continue to pay, distributions from sources other than cash flow from operationsoperations, towhich fundhas our distributions, we may borrow, issue additional securities, or sell assets in order to fundincluded the distributions or make the distributions out of net proceeds fromof our Public Offering and which may include borrowings (which may constitute a return of capital).; therefore, we will have fewer funds available for the acquisition of properties, and our stockholders’ overall return may be reduced. Therefore, it is likely that some or all of the distributions that we make will represent a return of capital to stockholders, at least in the first few years of operation. From the commencement of paying cash distributions in March 2021, 100% of our cash distributions to common stockholders have been paid from the net proceeds of our Private Offering and our Public Offering.offerings. We are not prohibited from undertaking such activities by our charter, bylaws, or investment policies, and we may use an unlimited amount from any source to pay our distributions, and it is likely that we will continue to use offering proceeds to fund a majority of our initial distributions. Payment of distributions in excess of earnings may have a dilutive effect on the value of our shares. If we pay distributions from sources other than cash flow from operations, we will have fewer funds available for acquiring properties, which may reduce our stockholders’ overall returns. Additionally, to the extent distributions exceed cash flow from operations, a stockholder’s basis in our stock may be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder may recognize a capital gain.

There are many factors that can affect the availability and timing of cash distributions to stockholders. During the term of our Public Offering,offerings, distributions will be based principally on distribution expectations of our potential investors and cash available from our operations. The amount of cash available for distribution will be affected by many factors, such as our ability to buy properties as offering proceeds become available, and our operating expense levels, as well as many other variables. Actual cash available for distribution may vary substantially from estimates. We cannot assure our stockholders that we will be able to continue to pay distributions or that distributions will increase over time, nor can we give any assurance that rents from the properties will increase or that future acquisitions of real properties will increase our cash available for distribution to stockholders. Our actual results may differ significantly from the assumptions used by our board of directors in establishing the distribution rate to stockholders.

The Series B Convertible Preferred Stock ranks senior to all common stockholders,stockholders and to holders of our Series E Preferred Stock, and therefore, the rights of holders of Series B Convertible Preferred Stock to distributions may beare senior to distributions to our common stockholders.stockholders and to holders of our Series E Preferred Stock. Furthermore, distributions on the Series B Convertible Preferred Stock are cumulative and are payable quarterly. The Series B Preferred Investor has a liquidation preference in the event of our involuntary liquidation, dissolution or winding up of the affairs of our company (a “liquidation”) which could negatively affect any payments to our common stockholders in the event of a liquidation. In addition, our company’s right to redeem the Series B Convertible Preferred Stock at any time could have a negative effect on our ability to pay distributions to you.

Our ability to achieve our investment objectives and to continue to pay distributions is dependent upon the performance of our Advisor in selecting our investments and arranging financing. As of December 31, 2024,2025, we ownowned 24 operating self storage facilities, joint venture interests in onefour operating and fourone development properties and two wholly-owned development properties. Stockholders will have no opportunity to evaluate the terms of transactions or other economic or financial data concerning our investments prior to the time we make them. Stockholders must rely entirely on the management ability of our Advisor and the oversight of our board of directors. We cannot be sure that our Advisor will be successful in obtaining suitable investments on financially attractive terms or that, if it makes investments on our behalf, our objectives will be achieved. If we are unable to find suitable investments, we will hold the proceeds of our Public Offering in an interest-bearing account or invest the proceeds in short-term, investment-grade investments. In such an event, our ability to pay distributions to our stockholders would be adversely affected.

We could suffer from delays in locating suitable investments, particularly as a result of our reliance on our Advisor at times when management of our Advisor is simultaneously seeking to locate suitable investments for other affiliated programs, including SmartStop, SSGT III and SST X. Delays we encounter in the selection, acquisition, and development of income-producing and growth properties are likely to adversely affect our ability to make distributions and may also adversely affect the value of an investment in us. In such event, we have paid and may continue to pay all or a substantial portion of any distributions from the proceeds of our Private Offering and our Public Offeringofferings or from borrowings in anticipation of future cash flow, which may constitute a return of capital. We are not prohibited from undertaking such activities by our charter, bylaws, or investment policies. We have established no maximum of distributions to be paid from such funds. Distributions from the proceeds of our Private Offering or our Public Offeringofferings or from borrowings also could reduce the amount of capital we ultimately invest in properties. This, in turn, would reduce the value of an investment in us. In particular, if we acquire properties prior to the start of construction or during the early stages of construction, it will typically take several months to complete construction and rent available storage units. Therefore, our stockholders could suffer delays in the receipt of cash distributions attributable to those particular properties.

We may utilize a portion of the proceeds of our Public Offeringofferings to fund the development or purchase of income-producing and growth self storage properties (whether through loans, preferred equity investments, or otherwise), and we may invest in mortgage or other loans, but if these loans and investments are not fully repaid, the resulting losses could reduce the value of a stockholder’s investment.

We will use the net offering proceeds of our Public Offeringofferings to purchase primarily a mix of income-producing and growth self storage facilities, to repay debt financing that we may incur when acquiring properties, and to pay real estate commissions, acquisition fees, and acquisition expenses relating to the selection and acquisition of properties, including amounts paid to our Advisor and its affiliates. In addition, we may utilize a portion of the net offering proceeds to make loans to, or preferred equity investments in, entities developing or acquiring self storage facilities, including affiliates of our Advisor, subject to the limitations in our charter. We may also invest in first or second mortgage loans, mezzanine loans secured by an interest in the entity owning the real estate or other similar real estate loans consistent with our REIT status. We may also invest in participating or convertible mortgages if our board of directors concludes that we and our stockholders may benefit from the cash flow or any appreciation in the value of the subject property. There can be no assurance that a preferred equity investment will be redeemed in full in accordance with the terms of the investment. There can also be no assurance that the foregoing loans will be repaid to us in part or in full in accordance with the terms of the loan or that we will receive interest payments on the outstanding balance of the loan. We anticipate that these loans (other than mezzanine loans) will be secured by mortgages on the self storage facilities, but in the event of a foreclosure, there can be no assurances that we will recover the outstanding balance of the loan. If there are defaults under these loans, we may not be able to repossess and sell the underlying properties quickly. The resulting time delay and associated costs could reduce the value of our investment in the defaulted loans. An action to foreclose on a property securing a mortgage loan is regulated by state statutes and regulations and is subject to many of the delays and expenses of other lawsuits if the defendant raises defenses or counterclaims. In the event of default by a mortgagor, these restrictions, among other things, may impede our ability to foreclose on or sell the mortgaged property or to obtain proceeds sufficient to repay all amounts due to us on the mortgage loan.

In addition, the DOL recently adopted itsthe proposed prohibited transaction class exemption allowing investment advisors, broker-dealers, banks, insurance companies and other financial firms that provide fiduciary investment advice to give retirement investment advice using “Impartial Conduct Standards,” which are intended to be consistent with the Regulation Best Interest and the fiduciary duty of registered investment advisers under securities laws. The Impartial Conduct Standards generally require investment advice fiduciaries to provide advice in the best interest of retirement investors, charge only reasonable compensation, and make no materially misleading statements. The proposed exemption also describes when advice about rollovers to individual retirement accounts could be considered fiduciary advice under ERISA and the Code. In July 2024, two federal district courts have issued stays for the DOL’s regulation from April 2024 on the definition of an investment advice fiduciary under the ERISA and the associated amendments to a series of Prohibited Transaction Exemptions (PTEs). Any implementation and adoption of the rules or regulations by the DOL as described above or court decisions on the rules or regulations might have an impact on our sales and our business.

We may be buying properties at the same time as one or more of the other programs managed by officers and key personnel of our Advisor, including SmartStop, a public non-traded REIT that invests in self storage properties with total assets of approximately $2.0$2.4 billion as of December 31, 20242025; SSGT III, a private REIT sponsored by our sponsor that invests in self storage properties with total assets of approximately $228$450 million as of December 31, 20242025; SST X, a private REIT recently launchedsponsored by our sponsor that intends to investinvests in self storage properties with total assets of approximately $10 million as of December 31, 2025; and other private programs sponsored by our Sponsor. An affiliate of our Sponsor will have the first right to purchase certain self storage properties, and may have access to significantly greater capital than us. Our Advisor and our Property Manager will have conflicts of interest in allocating potential properties, acquisition expenses, management time, services and other functions between various existing enterprises or future enterprises with which they may be or become involved and our Sponsor’s investment allocation policy may not mitigate these risks. There is a risk that our Advisor will choose a property that provides lower returns to us than a property purchased by another program sponsored by our Sponsor or its affiliates. We cannot be sure that officers and key personnel acting on behalf of our Advisor and on behalf of these other programs will act in our best interests when deciding whether to allocate any particular property to us. Such conflicts that are not resolved in our favor could result in a reduced level of distributions we may be able to pay to stockholders and the value of our stockholders’ investments. If our Advisor or its affiliates breach their legal or other obligations or duties to us, or do not resolve conflicts of interest in a manner described in our prospectus, we may not meet our investment objectives, which could reduce our expected cash available for distribution to stockholders and the value of our stockholders’ investments.

Pursuant to our operating partnership agreement, SmartStop Storage Advisors, LLC, an affiliate of our Advisor (“SSA”), will be entitled to distributions that are structured in a manner intended to provide incentives to our Advisor to perform in our best interests and in the best interests of our stockholders. The amount of such compensation has not been determined as a result of arm’s-length negotiations, and such amounts may be greater than otherwise would be payable to independent third parties. However, because our Advisor does not maintain a significant equity interest in us and is entitled to receive substantial minimum compensation regardless of performance, our Advisor’s interests will not be wholly aligned with those of our stockholders. In addition, in connection with the sponsor providing funding for the up-front load for the sale of Class Y and Class Z shares, and to cover the dilution from the stock distributions, our sponsor will bewas issued Series C Units, which may be convertible into Class A Units upon our estimated net asset value achieving certain thresholds. In that regard, our Advisor could be motivated to recommend riskier or more speculative investments or to defer engaging in an extraordinary transaction in order for us to generate the specified levels of performance or sales proceeds that would entitle SSA to distributions and the conversion of the Series C Units into Class A Units. In addition, SSA’s entitlement to distributions upon the sale of our assets and to participate in sale proceeds could result in our Advisor recommending sales of our investments at the earliest possible time at which sales of investments would produce the level of return that would entitle our Advisor and its affiliates to compensation relating to such sales, even if continued ownership of those investments might be in our best long-term interest.

Maryland law contains many provisions that may prevent someone from acquiring control of our company, including the control share acquisition statute (which eliminates voting rights for certain controlling levels of shares) and the business combination statute (which prohibits a merger or consolidation of us with a 10% stockholder for a specified period of time). These laws may delay or prevent offers to acquire our company and may increase the difficulty of consummating any such offers, even if such a transaction would be in our stockholders’ best interests. Because our charter contains limitations on ownership of 9.8% orin morevalue of the aggregate of the outstanding shares of our sharescapital ofstock, including our common stock and preferred stock, we opted out of the control share acquisition statute and the business combination statute. Therefore, we will not be afforded the protections of these statutes and, accordingly, there is no guarantee that the ownership limitations contained in our charter will provide the same measure of protection as these statutes and prevent an undesired change of control.

In connection with the Public Offering, defined below, we filed articles of amendment to our Charter (the “Articles of Amendment”) and articles supplementary to our Charter (the “Articles Supplementary”). Following the filing of the Articles of Amendment and the Articles Supplementary, we authorized 30,000,000 shares of common stock designated as Class P shares, 300,000,000 shares of common stock designated as Class A shares, 300,000,000 shares of common stock designated as Class T shares, and 70,000,000 shares of common stock designated as Class W shares. Any common stock sold in the Private Offering were redesignated as Class P common stock upon the filing of the Articles of Amendment. On May 28, 2021, we filed a Registration Statement on Form S-11 (the “Registration Statement,Statement”), which was subsequently amended, with the U.S. Securities and Exchange Commission (“SEC”) to register a maximum of $1,000,000,000 in shares of Class A, Class T, and Class W common stock for sale to the public (the “Primary Offering”) and $95,000,000 in shares of Class A, Class T, and Class W common stock for sale pursuant to our distribution reinvestment plan. On March 17, 2022, the SEC declared our registration statement effective. On October 4, 2023, we filed a Post-Effective Amendment to our Registration Statement to register two new classes of common stock (Class Y shares and Class Z shares) with the SEC. On November 1, 2023, the amendmentPost-Effective Amendment to our Registration Statement became effective with the SEC. Also, on November 1, 2023, we filed articles supplementary to our Charter which reclassified 200,000,000 Class T shares as Class Y shares and 70,000,000 Class A shares as Class Z shares. Effective as of November 1, 2023, we arebegan offering Class Y shares and Class Z shares in our Primary Offering for $9.30 per share and are offering Class A shares, Class P shares, Class T shares, Class W shares, Class Y shares and Class Z shares pursuant to our distribution reinvestment plan for $9.30 per share (collectively, the “Public Offering”). Weand are no longerceased offering Class A shares, Class T shares or Class W shares in our Primary Offering. As of December 31, 2024, approximately 2.9 million Class A shares, approximately 4.8 million Class T shares, approximately 0.7 million Class W shares, approximately 4.0 million Class Y shares and approximately 0.3 million Class Z shares had been sold in the Primary Offering for gross offering proceeds of approximately $30.3 million, approximately $48.1 million, approximately $6.2 million, approximately $38.0 million and approximately $3.3 million, respectively. Through our distribution reinvestment plan, we have issued approximately 0.9 million Class P shares, approximately 0.2 million Class A shares, approximately 0.2 million Class T shares, approximately 35,600 Class W shares, approximately 63,200 Class Y shares and approximately 3,200 Class Z shares for gross proceeds of approximately $13.0 million.

We have invested the net proceeds from our Private Offering and Public Offeringofferings primarily in self storage facilities consisting of both income-producing and growth properties located in the United States and Canada. As of December 31, 2024,2025, we owned 24 operating self storage properties located in seven states (Arizona, Delaware, Florida, Nevada, Oregon, Pennsylvania and Washington) and three Canadian provinces (Alberta, British Columbia and Ontario), 50% equity interests in five unconsolidated real estate ventures located in two Canadian provinces (Ontario and Quebec). Our unconsolidated real estate ventures consist of onefour operating self storage propertyproperties in the lease-up phase and fourone parcelsparcel of land that areis intended to bebeing developed into a self storage facilities,facility, with subsidiaries of SmartCentres owning the other 50% of such entity and two development properties in Florida and Ontario.

On February 16, 2023, we, through an indirect, wholly-owned subsidiary of our Operatingoperating Partnership,partnership, acquired a parcel of land adjacent to our property in Bradenton, Florida (the “Bradenton Land”) from an unaffiliated third party. The purchase price for the Bradenton Land was approximately $1.4 million, plus closing costs and an acquisition fee to our advisor. We intendare toin expandthe process of expanding our current self storage property on the Bradenton Land. EstimatedAs of December 31, 2025, estimated development cost to complete the expansion are approximately $5$2.1 million, which we expect to fund with a combination of net proceeds from our PrimarySeries E Preferred Offering and/or potential future debt financing.

On March 27, 2023, we, through an indirect, wholly-owned subsidiary of our Operatingoperating Partnership,partnership, acquired a parcel of land to be developed into a self storage facility located in Etobicoke, in the city of Toronto, Ontario (the “Etobicoke Land”) from an unaffiliated third party. The purchase price for the Etobicoke Land was approximately CAD $2.2 million, plus closing costs and an acquisition fee to our advisor. OurAs of December 31, 2025, our cost to complete development is approximately CAD $15.9$5.3 million, which we expect to fund with a combination of net proceeds from our Primary offering and/or the Meridian financing, as described below.

On March 6, 2025, we through wholly-owned subsidiary of our Operatingoperating Partnership,partnership, entered into a credit agreement with Meridian Credit Union Limited ("Meridian") with a maximum borrowing capacity of CAD $16.0 million. AtAs closeof December 31, 2025, we drewhad drawn approximately CAD $2.1$10.4 million and have CAD $13.9$5.6 million available. Please see Note 135 - Subsequent eventsDebt of the Notes to the Consolidated Financial Statements contained elsewhere in this report for additional information.

As of December 31, 2024,2025, our 50% share of the costs to complete development were expected to be approximately CAD $2.9$0.2 million for the Toronto Property, approximately CAD $3.3$0.2 million for the Toronto II Property, approximately CAD $4.0$0.2 million for the Dorval Property and approximately CAD $13.0$6.0 million for the Montreal Property. Development costs for Toronto, Toronto II and Dorval properties are expected to be funded with the SmartCentres Financing. The development costs for the Montreal Property are expected to be funded with a combination of net proceeds from our PrimarySeries E Preferred Offering and/or potentialthe futureSmartCentres debt financing.Financing.

We believe that our critical accounting policies and estimates include the following: real estate purchase price allocations; the evaluation of whether any of our long-lived assets have been impaired; the determination of the useful lives of our long-lived assets; and the evaluation of the consolidation of our interests in joint ventures. The following discussion of these policies supplements, but does not supplant the description of our significant accounting policies, as contained in Note 2 of the Notes to the Consolidated Financial Statements contained in this report, and is intended to present our analysis of the uncertainties involved in arriving upon and applying each policy.

We evaluate the consolidation of our investments in joint venturesVIE's in accordance with relevant accounting guidance. This evaluation requires us to determine whether we have a controlling interest in a joint ventureVIE through a means other than voting rights, and, if so, such joint ventureVIE may be required to be consolidated in our financial statements. Our evaluation of our joint venturesVIE's under such accounting guidance could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the joint venture entitiesVIE's included in our consolidated financial statements may vary based on the estimates and assumptions we use.

Our operating results for the yearyears ended December 31, 2025 and 2024 include full period results for 24 self storage properties. Our operating results for the year ended December 31, 2023 include full period results for 15 self storage properties, and partial period results for nine self storage properties acquired during 2023 that were primarily in the lease-up phase. As such, we believe there is little basis for comparison between the years ended December 31, 2024 and 2023. Operating results in future periods will depend on the results of operations of these properties and the real estate properties that we acquire in the future.

We incurred a net loss attributable to common stockholders of approximately $12.1$25.0 million for the threesix months ended MarchJune 31,30, 2026. Our accumulated deficit was approximately $160.0$173.0 million as of MarchJune 31,30, 2026. Given that we are still early in our fundraising and acquisition stage, our operations may not be profitable in 2026.

As of MarchJune 31,30, 2026, we have issued approximately 1.21.3 million Class P shares, approximately 0.3 million Class A shares, approximately 0.4 million Class T shares, approximately 62,0000.1 million Class W shares, approximately 0.3 million Class Y shares and approximately 14,00017,000 Class Z shares for gross proceeds of approximately $21.3$23.0 million through our distribution reinvestment plan.

We have invested the net proceeds from our Private Offering and Public Offering primarily in self storage facilities consisting of both income-producing and growth properties located in the United States and Canada. As of MarchJune 31,30, 2026, we owned 25 operating self storage properties located in seven states (Arizona, Delaware, Florida, Nevada, Oregon, Pennsylvania and Washington) and three Canadian provinces (Alberta, British Columbia and Ontario), 50% equity interests in five unconsolidated real estate ventures located in two Canadian provinces (Ontario and Quebec). Our unconsolidated real estate ventures consist of fourfive operating self storage properties in the lease-up phase and one parcel of land that is being developed into a self storage facility,phase, with subsidiaries of SmartCentres owning the other 50% of such entity and one development property in Florida.

As of MarchJune 31,30, 2026, our operating self storage portfolio was comprised as follows:

Represents the occupied square feet of all facilities we owned in a state divided by total rentable square feet of all the facilities we owned in such state as of MarchJune 31,30, 2026.

Represents rental income for all facilities we own in a state divided by our total rental income for the month ended MarchJune 31,30, 2026.

We commenced operations on the Etobicoke Property on February 25, 20262026, and occupancy as of MarchJune 31,30, 2026 was approximately 3%.26%. The property consist of approximately 980 units and 90,300 net rentable square feet.

On February 16, 2023, we, through an indirect, wholly-owned subsidiary of our Operating Partnership, acquired a parcel of land adjacent to our property in Bradenton, Florida (the “Bradenton Land”) from an unaffiliated third party. The purchase price for the Bradenton Land was approximately $1.4 million, plus closing costs and an acquisition fee to our advisor. We are in the process of expanding our current self storage property on the Bradenton Land. As of MarchJune 31,30, 2026, estimated development costcosts to complete the expansion are approximately $1.4$0.7 million, which we expect to fund with a combination of net proceeds from our Series E Preferred Offering and/or potential future debt financing.

The following table summarizes our 50% ownership interests in unconsolidated real estate ventures as of MarchJune 31,30, 2026:

As of MarchJune 31,30, 2026, these five JV Properties were encumbered by first mortgages pursuant to the SmartCentres Financing (defined below).

On February 19, 2026, the JV Properties amended the SmartCentres Financing to: (i) extend the maturity date by one-year until May 11, 2027; (ii) add the Montreal Property as a borrower under the SmartCentres Financing, and (iii) draw approximately CAD $17.5 million. Subsequent to the draw, the JV Properties distributed approximately CAD $8.7 million to each partner. As of MarchJune 31,30, 2026, approximately CAD $112.9$116.2 million was outstanding on the SmartCentres Financing.

The SmartCentres Financing is secured by first mortgages on each of the JV Properties. Interest on the SmartCentres Financing is a variable annual rate equal to the aggregate of: (i) the Adjusted Daily Compounded Canadian Overnight Repo Rate Average (“CORRA”), plus: (ii) an adjusted Daily Compounded CORRA adjustment of approximately 0.30%, plus (iii) a margin based on the External Credit Rating, plus (iv) a margin under the Senior Credit Facility, each as defined and described further in the MMCA. As of MarchJune 31,30, 2026, the total interest rate was approximately 5.26%.

On March 10, 2021, we commenced formal operations and we acquired our first six self storage properties during 2021. During 2022 and 2023, we acquired 18 self storage properties primarily in the lease up phase. As of MarchJune 31,30, 2026 and 2025, we owned 25 and 24 operating self storage facilities, respectively. Our operating results for the three and six months ended MarchJune 31,30, 2026 include full period results for 24 properties and partial period results for one self storage facility we commenced operations during the first quarter of 2026. Our operating results for the three and six months ended MarchJune 31,30, 2025 include full period results for 24 properties. Operating results in future periods will depend on the results of operations of these properties and the real estate properties that we acquire in the future.

Comparison of the three months ended MarchJune 31,30, 2026 and 2025

Total revenues for the three months ended MarchJune 31,30, 2026 and 2025 were approximately $7.8$8.1 million and approximately $7.3$7.7 million, respectively. The increase in total revenue of approximately $0.5$0.4 million, or 6%,5%, is attributable to an increase in non same-store revenue of approximately $0.3 million due to the lease-up of our non-stabilized properties and an increase in same-store revenues of approximately $0.2$0.1 million primarily due to increased rates. We expect total revenues to increase in the future commensurate with our future acquisition activity and lease-up of our non-stabilized properties.

Property operating expenses for the three months ended MarchJune 31,30, 2026 and 2025 were approximately $3.2$3.0 million and approximately $2.9$2.8 million, respectively. Property operating expenses include the costs to operate our facilities including payroll, utilities, insurance, real estate taxes, and marketing. The increase in property operating expenses is primarily attributable to an increase in real estate taxes and payroll.the Etobicoke Property being placed in service in February 2026. We expect property operating expenses to increase in the future as our operational activity increases but decrease as a percentage of total revenues as we lease-up our non-stabilized properties.

Property operating expenses – affiliates for the three months ended MarchJune 31,30, 2026 and 2025 were approximately $1.4 million and approximately $1.2$1.3 million, respectively. Property operating expenses – affiliates includes property management fees, asset management fees and advisory contract amortization. We expect property operating expenses – affiliates to increase in the future as our operational activity increases.

General and administrative expenses for each of the three months ended MarchJune 31,30, 2026 and 2025 were approximately $1.5 million and approximately $1.7 million, respectively.million. General and administrative expenses consist primarily of legal expenses, directors’ and officers’ insurance, transfer agent fees, an allocation of a portion of our Advisor’s payroll related costs, professional and accounting expenses and board of directors related costs. The decrease in general and administrative expenses of approximately $0.2 million is primarily attributable to lower marketing related costs. We expect general and administrative expenses to increase in the future as our operational activity increases, but decrease as a percentage of total revenue.

Depreciation expense for the three months ended MarchJune 31,30, 2026 and 2025 were approximately $3.3$3.4 million and approximately $3.1$3.3 million, respectively. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our properties. The increase in depreciation of approximately $0.2$0.1 million is primarily attributable to depreciationthe relatedEtobicoke toProperty fixed assetsbeing placed intoin service afterin MarchFebruary 31, 2025.2026. We expect depreciation expense to increase in future periods commensurate with our future acquisition activity.

Acquisition expenses – affiliates for each of the three months ended MarchJune 31,30, 2026 and 2025 were approximately $0.1 million. Acquisition expenses primarily relate to the costs associated with our potential acquisitions prior to the acquisitions becoming probable in accordance with our capitalization policy. We expect acquisition expenses-expenses – affiliates to fluctuate in the future commensurate with our acquisition activity.

Other property acquisition expenses of the three months ended MarchJune 31,30, 2026 and 2025 were approximately $0.1$0.5 million and $14,000,$43,000, respectively. Acquisition expenses primarily relate to the costs associated with our potential acquisitions prior to the acquisitions becoming probable in accordance with our capitalization policy. The increase in other property acquisition expense is primarily related to the potential SSGT III Merger. We expect other property acquisition expenses to fluctuate in the future commensurate with our acquisition activity.

Interest expense for each of the three months ended MarchJune 31,30, 2026 and 2025 was approximately $4.1$4.3 million.million and $4.2 million, respectively. Interest expense includes interest expense on our debt and the impact of our interest rate derivatives designated for hedge accounting. We expect interest expense to fluctuate in the future commensurate with our future debt level and interest rates.

Interest expense – debt issuance costs for each of the three months ended MarchJune 31,30, 2026 and 2025 were approximately $0.2 million and approximately $0.5 million, respectively. The decrease is primarily related to the write off of approximately $0.3 million in debt issue cost related to the first quarter of 2025 refinances in accordance with GAAP.million. Interest expense – debt issuance costs reflects the amortization of fees incurred in connection with obtaining financing. We expect interest expense – debt issuance costs to increase commensurate with our future financing activity.

Losses from our equity method investments in the JV Properties for the three months ended MarchJune 31,30, 2026 and 2025 were approximately $0.8$0.7 million and $0.2$0.4 million, respectively. Losses from our equity method investments in the JV Properties consists of our allocation of earnings and losses from our unconsolidated joint ventures. The increase in equity in loss of unconsolidated real estate ventures relatesis attributable to thea completionfull year of constructionoperations for four JV properties and startpartial year of operations for one JV property leaseduring up2026, compared to a full year of fouroperations for one JV property and partial year of operations for three JV properties during 2025. We expect Equity in loss of unconsolidated real estate ventures to decrease in the future as their operational activity increases and the properties lease up.

Foreign currency lossadjustment for the three months ended MarchJune 31,30, 2026 and 2025 was approximately $1.7$2.1 million loss and approximately $0.2$3.3 million,million gain, respectively. Foreign currency adjustment consists of changes in foreign currency related to our net investments in unconsolidated real estate ventures not classified as long term in accordance with GAAP. We expect foreign currency adjustment to change in the future based upon changes in exchange rates, as well as future net investments in real estate in currencies other than United States dollars.

Same-StoreComparison Facilityof Resultsthe - threesix months ended MarchJune 31,30, 2026 and 2025

The following table sets forth operating data for our same-store facilities (stabilized and comparable properties that have been included in the consolidated results of operations since January 1, 2025) for the three months ended MarchJune 31,30, 2026 and 2025. We consider the following data to be meaningful as this allows for the comparison of results without the effects of acquisition, lease up, or development activity.

Property operating expenses excludesexclude corporate general and administrative expenses, asset management fees, interest expense, depreciation, amortization expense and acquisition expenses, but includes property management fees.

Of the total rentable square feet, parking represented approximately 199,780 square feet as of MarchJune 31,30, 2026 and 2025. On a same-store basis, for the same periods, parking represented approximately 109,000 square feet.

Our increase in same-store revenue of approximately $0.2$0.1 million was primarily the result of an increase in revenue per occupied square foot of approximately 5.8%2.7% for the three months ended MarchJune 31,30, 2026 over the three months ended MarchJune 31,30, 2025 offset by a decrease in average physical occupancy of approximately 1.5%.2.4%.

Our same-store property operating expenses increased by approximately $0.2$0.1 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 primarily related to an increase in real estate taxes and payroll.taxes.