SmartStop Self Storage REIT Inc美股招股说明书(2026-03-19版)

$300,000,000 SmartStop Self Storage REIT, Inc. Common Stock We and SmartStop OP, L.P. have entered into a distribution agreement, dated March 19, 2026 (the “Distribution Agreement”), with J.P. MorganSecurities LLC, BMO Capital Markets Corp., Evercore Group L.L.C., Huntington Securities, Inc., KeyBanc Capital Markets Inc., M&T Securities, Inc.,Raymond James& Associates, Inc., RBC Capital Markets, LLC, Robert W. Baird& Co. Incorporated, Scotia Capital (USA) Inc., Truist Securities, Inc.,and Wells Fargo Securities, LLC (collectively, the “Sales Agents”), the Forward Sellers (as defined below) and the Forward Purchasers (as definedbelow). The Distribution Agreement relates to shares of our common stock, par value $0.001 per share (our “common stock”) having an aggregateoffering price of up to $300,000,000 from time to time offered by this prospectus supplement and the accompanying prospectus pursuant to a continuousoffering program. Our common stock may be offered and sold to the Sales Agents, as principals, through the Sales Agents, as our sales agents, orthrough the Forward Sellers, as sales agents to the relevant Forward Purchasers. Our common stock is listed on the New York Stock Exchange (the“NYSE”) under the symbol “SMA.” Sales of our common stock, if any, pursuant to this prospectus supplement and the accompanying prospectus will be made in negotiatedtransactions, including block trades, or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of1933, as amended (the “Securities Act”), by means of ordinary brokers’ transactions at market prices prevailing at the time of sale, including sales madedirectly on the NYSE, sales made to or through a market maker and sales made through other securities exchanges or electronic communicationsnetworks. Accordingly, an indeterminate number of shares of our common stock may be sold pursuant to the Distribution Agreement up to the numberof shares that will result in a gross sales price of $300,000,000. In addition to the sale of our common stock to or through the Sales Agents, the Distribution Agreement allows us from time to time to enter intoseparate forward sale agreements under separate master forward confirmations and one or more related supplemental confirmations (collectively, the“forward sale agreements”), with one or more of JPMorgan Chase Bank, National Association, Bank of Montreal, Huntington Securities, Inc., KeyBancCapital Markets Inc., Raymond James& Associates, Inc., Robert W. Baird& Co.Incorporated, Royal Bank of Canada, The Bank of Nova Scotia, TruistBank, Wells Fargo Bank, National Association, or their respective affiliates (collectively including their respective affiliates, the “Forward Purchasers”).We expect that any Forward Purchaser will attempt to borrow from third parties and sell, through a Forward Seller, shares of our common stock to hedgethe Forward Purchaser’s exposure under any forward sale agreement. We refer to a Sales Agent, when acting as sales agent for a Forward Purchaser, as a“Forward Seller.” We will not receive any proceeds from any sale our common stock borrowed by a Forward Purchaser and sold through the appointedForward Seller, but we anticipate receiving consideration in connection with the settlement of any forward sale agreement with the applicable ForwardPurchaser. Table of Contents We currently expect to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one or more datesspecified by us on or prior to the maturity date of the forward sale agreement, in which case we expect to receive aggregate net cash proceeds atsettlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share. However, subjectto certain exceptions, we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forwardsale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net sharesettlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevantForward Purchaser, but we anticipate receiving consideration in connection with the settlement of any forward sale agreement with the applicableForward Purchaser. See “Plan of Distribution” in this prospectus supplement. Neither a Sales Agent, as our sales agent, nor a Forward Seller is required to sell any specific number of shares or dollar amount of our commonstock, but each of the Sales Agents and the Forward Sellers will use its commercially reasonable efforts, consistent with its normal trading and salespractices and applicable law and regulation, to sell shares on the terms agreed upon by us, such Sales Agent or such Forward Seller, and, in the case ofshares offered through a Forward Seller, the