SmartStop Self Storage REIT Inc美股招股说明书(2025-04-02版)

SMARTSTOP SELF STORAGE REIT, INC.Common Stock SmartStop Self Storage REIT, Inc. is an internally-managed real estate investment trust, or REIT, and a premier owner and operator of self storage facilities in theUnited States and Canada. We are offering 27,000,000 shares of our common stock as described in this prospectus. All of the shares of our common stock offered by thisprospectus are being sold by us. Our common stock has been authorized for listing on the New York Stock Exchange, or NYSE, under the symbol “SMA,” subject toofficial notice of issuance. Currently, our common stock is not traded on a national securities exchange, and this will be our first listed public offering.We were formed as a Maryland corporation in January 2013 and have elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December31, 2014. Shares of our common stock are subject to ownership limitations that are primarily intended to assist us in maintaining ourqualification as a REIT. Our charter contains certain restrictions relating to the ownership and transfer of our common stock, including, subject to certain exceptions, a9.8% ownership limit of common stock by value or number of shares, whichever is more restrictive. See “Description of Capital Stock—Restrictions on Ownership andTransfer” beginning on page192 of this prospectus. Investing in our common stock involves risk. See “Risk Factors” beginning on page22 of this prospectus. (1)See the section entitled “Underwriting” for a complete description of the compensation payable to the underwriters.At our request, the underwriters have reserved ten percent of the shares of common stock to be issued by us and offered by this prospectus for sale, at the initial public offering price, to (i) certain of our directors, officers and employees, and (ii) friends and family members of certain of our directors, officers and employees. Thenumber of shares of common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reservedshares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. See“Underwriters—Directed Share Program” for additional information.We have granted the underwriters the option to purchase an additional 4,050,000 shares of our common stock on the same terms and conditions set forth above within 30 days after the date of this prospectus.Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.The underwriters expect to deliver the shares of our common stock on or about April3, 2025. BMOCapitalMarketsTruistSecuritiesRaymondJamesScotiabankFifthThirdSecurities Table of Contents TABLE OF CONTENTS GENERAL DISCLAIMERSiiMARKET, INDUSTRY, AND OTHER DATAiiCONVERSION OF CLASS A COMMON STOCK AND CLASS T COMMON STOCKiiCERTAIN DEFINED TERMS USED IN THIS PROSPECTUSiiiPROSPECTUS SUMMARY1SUMMARY SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA21RISK FACTORS22CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS55USE OF PROCEEDS57REVERSE STOCK SPLIT57DISTRIBUTION POLICY58CAPITALIZATION63DILUTION65MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS66THE SELF STORAGE INDUSTRY AND MARKET DATA104OUR BUSINESS AND SELF STORAGE PROPERTIES114MANAGEMENT140COMPENSATION DISCUSSION AND ANALYSIS149PRINCIPAL STOCKHOLDERS177CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS179POLICIES WITH RESPECT TO CERTAIN ACTIVITIES182OUR OPERATING PARTNERSHIP AGREEMENT185DESCRIPTION OF CAPITAL STOCK190MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS195CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS205SHARES ELIGIBLE FOR FUTURE SALE212FEDERAL INCOME TAX CONSIDERATIONS215INVESTMENT BYTAX-EXEMPTENTITIES AND ERISA CONSIDERATIONS236UNDERWRITING239LEGAL MATTERS248EXPERTS248WHERE YOU CAN FIND MORE INFORMATION248INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Table of Contents GENERAL DISCLAIMERS You should rely only on the information contained in this prospectus or in any free writing prospectus prepared by us. We have not, and theunderwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information,you should not rely on it. You should assume that the information appearing in this prospectus and in any free writing prospectus prepared by us is accurate only as of theirrespective dates or on the date or dates specified in these documents. Our assets, business, cash flows, financial condition, liquidity, results ofoperations, and prospects may have changed since those dates. This prospectus describes the specifi