DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

SmartStop Self Storage REIT, Inc.
(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

SMARTSTOP SELF STORAGE REIT, INC.

10 Terrace Road

Ladera Ranch, California 92694

PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On

Tuesday, June 23, 2026 at 9:00 a.m. (PDT)

To the Stockholders of SmartStop Self Storage REIT, Inc.:

We invite you to attend the annual meeting of stockholders of SmartStop Self Storage REIT, Inc., a Maryland corporation (the “Company,” “we,” “our” or “us”). As this meeting will be held virtually, you will be able to attend the annual meeting and vote and submit your questions during the annual meeting via live webcast by visiting meetnow.global/MLWU9A4. At the annual meeting, stockholders will be asked to consider and vote upon:

the election of six directors, each to serve until the 2027 annual meeting of stockholders and until his or her successor is elected and qualifies;

the approval, on a non-binding, advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement;

the approval, on a non-binding, advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers;

the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2026; and

the transaction of such other business as may properly come before the annual meeting or any postponement or adjournment thereof.

Our board of directors has fixed the close of business on March 31, 2026 as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting or any postponement or adjournment thereof. Only record holders of our common stock as of the close of business on the record date are entitled to notice of and to vote at the annual meeting.

For further information regarding the matters to be acted upon at the annual meeting, I urge you to carefully read the accompanying proxy statement. If you have questions about these proposals or would like additional copies of the proxy statement, please contact Nicholas M. Look, our General Counsel and Secretary, via mail at 10 Terrace Road, Ladera Ranch, California 92694 or via telephone at (833) 404-4110.

Whether you own a few or many shares and whether you plan to attend the live webcast or not, it is important that your shares be voted on matters that come before the annual meeting. None of our stockholders own more than 10% of our outstanding shares, so every stockholder’s vote is important to us. To make voting

easier for you, you may authorize a proxy to vote your shares in one of three ways: (1) by marking your votes on the enclosed proxy card, signing and dating it, and mailing it in the envelope provided; (2) by completing a proxy card at www.proxy-direct.com; or (3) by telephone at (800) 337-3503. If you sign and return your proxy card without specifying your choices, it will be understood that you wish to have your shares voted in accordance with the recommendations of our board of directors.

You are cordially invited to attend the annual meeting by participating in the live webcast. Whether or not you plan to attend the live webcast, please authorize a proxy to vote your shares using one of the three prescribed methods. Your vote is very important.


				By Order of the Board of Directors,

				/s/ Nicholas M. Look
				Nicholas M. Look
				General Counsel and Secretary

Ladera Ranch, California

April 15, 2026

SMARTSTOP SELF STORAGE REIT, INC.

10 Terrace Road

Ladera Ranch, California 92694

PROXY STATEMENT

Introduction

The accompanying proxy, mailed together with this proxy statement, is solicited by and on behalf of the board of directors of SmartStop Self Storage REIT, Inc., a Maryland corporation (the “Company”) for use at the annual meeting of our stockholders and at any postponement or adjournment thereof. References in this proxy statement to “we,” “us,” “our,” or like terms also refer to the Company. The mailing address of our principal executive offices is 10 Terrace Road, Ladera Ranch, California 92694. We expect to mail this proxy statement and the accompanying proxy to our stockholders on or about April 29, 2026. Our Annual Report to Stockholders will be mailed on the same date.

QUESTIONS AND ANSWERS

Q:	When and where will the annual meeting be held?

Our 2026 annual meeting of stockholders will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the meeting only if you were a stockholder of the Company as of the close of business on the Record Date (defined below), or if you hold a valid proxy for the meeting. No physical meeting will be held.

You will be able to attend the meeting online and submit your questions during the meeting by visiting meetnow.global/MLWU9A4. You also will be able to vote your shares online by attending the meeting by webcast. To participate in the meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box.

The online meeting will begin promptly on June 23, 2026 at 9:00 a.m. (PDT). We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the access instructions as outlined in this proxy statement.

Q:	What if I have trouble accessing the Annual Meeting virtually?

The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is no longer supported. Participants should ensure that they have a strong internet connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call 1-888-724-2416 or 1-781-575-2748.

Q:	What is the purpose of the meeting?

A:	At the meeting, you will be asked to consider and vote upon:

•

the election of six directors, each to serve until the 2027 annual meeting of stockholders and until his or her successor is elected and qualifies;

•

the approval, on a non-binding, advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement;

•

the approval, on a non-binding, advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers;

•

the ratification of the appointment of BDO USA, P.C. (“BDO”) as our independent registered public accounting firm for the year ending December 31, 2026.

Our board of directors is not aware of any matters that may be acted upon at the meeting other than the matters set forth in the bullet points listed above.

Q:	Who can vote at the meeting?

Only record holders of our common stock as of the close of business on March 31, 2026 (the “Record Date”) are entitled to receive notice of the annual meeting and to vote the shares of common stock that they hold on that date. As of the close of business on the record date, we had approximately 55.2 million shares of common stock issued, outstanding and eligible to vote.

Q:	How many votes do I have?

A:	Each outstanding share of common stock entitles its holder to cast one vote with respect to each matter to be voted upon at the annual meeting.

Q:	How can I vote?

A:	If you were a stockholder of record at the close of business on the Record Date, you may vote in person via webcast at the meeting or by proxy. Stockholders have the following three options for submitting their votes by proxy:

•

via mail, by completing, signing, dating and returning your proxy card in the enclosed envelope;

•

via the Internet at www.proxy-direct.com; or

•

via telephone at (800) 337-3503.

Regardless of whether you plan to attend the annual meeting, we encourage you to authorize a proxy to vote your shares in accordance with one of the methods described above. None of our stockholders own more than 10% of our outstanding shares, so every stockholder’s vote is important to us. If you authorize a proxy to vote your shares, you may still attend the annual meeting and vote in person via webcast. If you do so, any previous votes that you submitted, whether by mail, the Internet or telephone, will be superseded by the vote that you cast at the annual meeting.

Q:	How will my proxy be voted?

Shares represented by valid proxies will be voted in accordance with the directions given on the relevant proxy card. If a proxy card is signed and returned without any directions given, the individuals named on the card as proxy holders will vote in accordance with the recommendations of our board of directors as to: (1) the election of directors; and (2) the ratification of the appointment of BDO as our independent registered public accounting firm for the year ending December 31, 2026.

If other matters requiring the vote of our stockholders come before the meeting, the persons named in the proxy card will vote the proxies held by them in their discretion.

Q:	What are the board of directors’ voting recommendations?

A:	Our board of directors recommends that you vote:

(1)

“FOR” each of the nominees to our board of directors;

(2)

“FOR” the approval, on a non-binding, advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement;

(3)

“EVERY YEAR” for the approval, on a non-binding, advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers; and

(4)

“FOR” the ratification of BDO as our independent registered public accounting firm for the year ending December 31, 2026.

Q:	What vote is required to approve each proposal?

Election of Directors. Each director is elected by the affirmative vote of the majority of total votes cast with respect to his or her election at the annual meeting, if a quorum is present. Votes are cast either in person via webcast or by proxy. There is no cumulative voting in the election of our directors. Any shares present but not voted (whether by abstention, broker non-vote, or otherwise) will not count as votes cast on this proposal, and thus will have no effect on the result of the vote on this proposal. The majority voting standard does not apply, however, in a contested election where the number of director nominees exceeds the number of directors to be elected at the annual meeting. In such circumstances, directors will instead be elected by a plurality of all the votes cast at the annual meeting at which a quorum is present. The election of directors at this year’s annual meeting is not contested.

Advisory Vote on Executive Compensation. The advisory vote on the compensation of our named executive officers is approved by the affirmative vote of a majority of the votes cast on the proposal at the annual meeting, if a quorum is present. Votes are cast either in person via webcast or by proxy. Any shares present but not voted (whether by abstention, broker non-vote, or otherwise) will not count as votes cast on this proposal, and thus will have no effect on the result of the vote on this proposal. As an advisory vote, this proposal is not binding on us, our board of directors, or the Compensation Committee of our board of directors. Our board of directors and the Compensation Committee value the opinions expressed by stockholders in their advisory votes on this proposal and will consider the outcome of the vote when making future compensation decisions regarding our named executive officers.

Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation. The option of one year, two years, or three years that receives a majority of all the votes cast at the annual meeting, if a quorum is present, will be the frequency for the advisory vote on executive compensation that has been recommended by stockholders. If none of the options receive a majority of the votes cast, it is the intention of the board of directors to treat the option that receives the most votes as the option selected by the stockholders. Votes are cast either in person via webcast or by proxy. Any shares present but not voted (whether by abstention, broker non-vote or otherwise) will not count as votes cast on this proposal, and thus will have no effect on the result of the vote on this proposal. As an advisory vote, this proposal is not binding on us, our board of directors, or the Compensation Committee of our board of directors. However, our board of directors and the Compensation Committee value the opinions expressed by stockholders in their advisory votes on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of conducting a say-on-pay proposal.

Ratification of Appointment of Independent Accounting Firm. The appointment of BDO as our independent registered public accounting firm for the year ending December 31, 2026 is ratified by the affirmative vote of a majority of the votes cast on the proposal at the annual meeting, if a quorum is present. Votes are cast either in person via webcast or by proxy. Any shares present but not voted (whether by abstention or otherwise) will not count as votes cast on this proposal, and thus will have no effect on the result of the vote on this proposal. In the event this matter is not ratified by our stockholders, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of our independent registered public accounting firm.

Q:	What constitutes a “quorum”?

The presence at the annual meeting, in person via webcast or represented by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting constitutes a quorum. There must be a quorum for a meeting to be held. Abstentions and broker non-votes will be counted as present for the purpose of establishing a quorum; however, abstentions and broker non-votes will not be counted as votes cast.

Q:	How can I change my vote or revoke my proxy?

You have the unconditional right to revoke your proxy at any time prior to the voting thereof by submitting a properly executed, later-dated proxy (via mail, the Internet, or telephone), by attending the annual meeting and voting in person via webcast or by written notice addressed to: SmartStop Self Storage REIT, Inc., Attention: Nicholas M. Look, Secretary, 10 Terrace Road, Ladera Ranch, California 92694.

To be effective, a proxy revocation must be received by us at or prior to the annual meeting.

Q:	Who will bear the costs of soliciting votes for the meeting?

We will bear the entire cost of the solicitation of proxies from our stockholders. We have retained Computershare to assist us in connection with the solicitation of proxies for the annual meeting. We expect to pay Computershare fees of approximately $71,000, plus out-of-pocket expenses, for its basic solicitation services, which include review of proxy materials, dissemination of broker search cards, distribution of proxy materials, solicitation of brokers, banks, and institutional holders, and delivery of executed proxies. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person via webcast, by telephone or by electronic communication by our directors and officers who will not receive any additional compensation for such solicitation activities. We also expect to incur approximately $5,000 in expenses related to printing of these proxy materials and our annual report. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy solicitation materials to our stockholders.

Q:	What if I receive only one set of proxy materials although there are multiple stockholders at my address?

The U.S. Securities and Exchange Commission (the “SEC”) has adopted a rule concerning the delivery of documents filed by us with the SEC, including proxy statements and annual reports, which allows us to send a single proxy statement or annual report to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family. This procedure is referred to as “householding.” This rule benefits both you and us. It reduces the volume of duplicate information received at your household and helps us reduce expenses. Each stockholder subject to householding will continue to receive a separate proxy card or voting instruction card.

We will promptly deliver, upon written or oral request, a separate copy of our annual report or proxy statement, as applicable, to a stockholder at a shared address to which a single copy was previously delivered. If you received a single set of disclosure documents this year, but you would prefer to receive your own copy, you may direct requests for separate copies to SmartStop Self Storage REIT, Inc., Attention: Nicholas M. Look, Secretary, 10 Terrace Road, Ladera Ranch, California 92694, or call us at (833) 404-4110. Also, if your household currently receives multiple copies of disclosure documents and you would like to receive just one set, please contact us at the same address and phone number.

Q:	How do I submit a stockholder proposal for next year’s annual meeting or proxy materials, and what is the deadline for submitting a proposal?

In order for a stockholder proposal to be properly submitted for presentation at our 2027 annual meeting, we must receive written notice of the proposal at our executive offices during the period beginning on November 30, 2026 and ending at 5:00 p.m., local time, on December 30, 2026. If you wish to present a proposal for inclusion in the proxy materials for next year’s annual meeting, we must receive written notice of your proposal at our executive offices no later than December 30, 2026. All proposals must contain the information specified in, and otherwise comply with, our bylaws. Proposals should be sent via registered, certified or express mail to: SmartStop Self Storage REIT, Inc., Attention: Nicholas M. Look, Secretary, 10 Terrace Road, Ladera Ranch, California 92694. For additional information, see the “Stockholder Proposals” section in this proxy statement.

Q:	Who do I call if I have questions about the meeting?

We have retained Computershare to assist with the proxy process. If you have any questions related to the annual meeting (including the new virtual format) or voting your proxy, you can call Computershare and talk to a live proxy representative toll free at (866) 765-5954 with any proxy related questions.

CERTAIN INFORMATION ABOUT MANAGEMENT

Board of Directors

General

We operate under the direction of our board of directors. Our board of directors is responsible for the management and control of our affairs. Our board of directors consists of H. Michael Schwartz, our Founder, President, Chief Executive Officer and Chairman of our board of directors, Wayne Johnson, our Chief Investment Officer, and four independent directors, Harold “Skip” Perry (our lead independent director), Timothy S. Morris, David J. Mueller and Lora Gotcheva, each of whom has been recommended by our Nominating and Corporate Governance Committee and nominated by our board of directors for re-election to serve until our 2027 annual meeting of stockholders and until his or her successor is elected and qualifies. For more detailed information on our directors, see the “Executive Officers and Directors” section below. Our board of directors has formed the following three committees: the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee.

Leadership Structure

We do not currently have a policy to separate the roles of CEO and Chairman of the Board, or Chairman. Rather, our board of directors makes this determination based on relevant facts and circumstances in order to establish a structure that meets our needs at the given time, including, but not limited to, our current size, the size of our board of directors, the participation of our independent directors in the oversight of our operations and strategy, and our position and direction. However, our board of directors established the position of lead independent director to provide for an independent leadership role on the board of directors when the roles of CEO and Chairman are combined. The role of the lead independent director includes, among other things: (i) presiding over executive sessions of the independent directors; (ii) calling meetings of the independent directors as appropriate and setting the agenda; (iii) acting as liaison between the independent directors and the Chairman and CEO; (iv) leading the evaluation of our Chairman and CEO; and (v) responding to and communicating with stockholders on inquiries when appropriate, following consultation with the Chairman and CEO. Our lead independent director is Harold “Skip” Perry, who was appointed as such in April 2022.

Meetings of our Board of Directors

During 2025, our board of directors held 11 meetings. Each of our directors attended at least 75% of the meetings of the board of directors and committees on which he or she served.

Director Independence

As required by our charter and the listing standards of the NYSE, a majority of the members of our board of directors and each committee of our board of directors are “independent” as determined by our board of directors by applying the definition of “independent” adopted by the NYSE and applicable rules and regulations of the SEC. Our board of directors has determined that Messrs. Morris, Mueller, Perry and Ms. Gotcheva each meet the relevant definition of “independent.”

Communications with Directors

We have established several means for stockholders and other interested parties to communicate concerns to our board of directors. If the concern relates to our financial statements, accounting practices or internal controls, the concerns should be submitted in writing to the Chairman of the Audit Committee of our board of directors in care of our Secretary at our headquarters address. If the concern relates to our governance practices, business ethics, or corporate conduct, the concern should be submitted in writing to our lead independent director in care of our Secretary at our headquarters address. If a stockholder or other interested party is uncertain as to which

category his or her concern relates, he or she may communicate it in writing to the lead independent director in care of our Secretary. All concerns submitted in care of our Secretary will be delivered to the appropriate individual for handling.

Though we have no formal policy on the matter, we encourage all of the members of our board of directors to attend our annual meeting of stockholders.

Risk Management Role

As part of its oversight role, our board of directors actively supervises the members of our management that are directly responsible for our

day-to-day

risk management. The board’s risk management role has no impact on its leadership structure. The Audit Committee of our board of directors, which consists of three of our independent directors, Messrs. Mueller and Perry and Ms. Gotcheva, annually reviews with management our policies with respect to risk assessment and risk management. Further, our board of directors delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee receives quarterly reports from management on our cybersecurity risks. In addition, management updates the Audit Committee as necessary regarding any significant cybersecurity incidents.

Code of

Ethics

Our board of directors adopted an amended Code of Ethics and Business Conduct on September 16, 2019 (the “Code of Ethics”), which contains general guidelines applicable to our executive officers, including our principal executive officer, principal financial officer and principal accounting officer, our directors and our employees. We adopted our Code of Ethics with the purpose of promoting the following: (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) avoidance of conflicts of interest, including disclosure to an appropriate person or committee of any material transaction or relationship that reasonably could be expected to give rise to such a conflict; (3) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with or submit to the SEC and the NYSE and in other public communications made by us; (4) compliance with applicable laws and governmental rules and regulations; (5) the prompt internal reporting of violations of the Code of Ethics to our Code of Ethics Compliance Officer; (6) accountability for adherence to the Code of Ethics; and (7) guidance to covered persons to help them recognize and deal with ethical issues. A copy of the Code of Ethics is available on our website www.smartstopselfstorage.com under About Us—Investor Relations—Governance. Pursuant to our Insider Trading Policy, our directors and executive officers may not enter into hedging or monetization transactions or similar arrangements with respect to our securities.

Insider Trading Policy

We have adopted an insider trading policy that sets forth basic guidelines for trading in the Company’s securities by officers, members of the board of directors and other individuals having access to material nonpublic information. The policy was reasonably designed to promote compliance with insider trading laws, including the rules and regulations of the SEC, as well as NYSE listing standards. A copy of our insider trading policy was incorporated by reference as Exhibit 19 to our Annual Report on Form 10-K filed with the SEC on February 27, 2026.

Audit Committee

General

Our board of directors adopted an amended charter for the Audit Committee on April 1, 2025 (the “Audit Committee Charter”). A copy of the Audit Committee’s charter is available on our website www.smartstopselfstorage.com under About Us—Investor Relations—Governance. The Audit Committee assists our board of directors relating to: (1) the integrity of the Company’s financial statements and other financial

information to be provided to the stockholders of the Company and others; (2) the Company’s compliance with legal and regulatory requirements; (3) the system of internal controls which management of the Company has established; (4) the qualifications and independence of the Company’s independent auditor; (5) the performance of the Company’s internal audit function and independent auditors; and (6) the Company’s audit and financial reporting processes. The Audit Committee fulfills these responsibilities primarily by carrying out the activities enumerated in the Audit Committee Charter and in accordance with current laws, rules and regulations.

The members of the Audit Committee are three of our independent directors, Messrs. Mueller and Perry and Ms. Gotcheva, with Mr. Mueller currently serving as Chairman of the Audit Committee. Each member of the Audit Committee must satisfy the independence requirements of the NYSE and the SEC. Our board of directors has determined that Mr. Mueller satisfies the requirements for an “Audit Committee financial expert” and has designated Mr. Mueller as the audit committee financial expert in accordance with applicable SEC rules. The Audit Committee held five meetings during 2025.

Relationship with Principal Auditor

Overview

On the recommendation of the Audit Committee, our board of directors has appointed BDO as our independent registered public accounting firm (“independent auditor”), for the year ending December 31, 2026. Although stockholder ratification of the appointment of our independent auditor is not required by our bylaws or otherwise, we are submitting the selection of BDO to our stockholders for ratification as a matter of good corporate governance practice. Even if the selection is ratified, the Audit Committee reserves the right to select a new independent auditor at any time in the future in its discretion if it deems such decision to be in the best interests of the Company. Any such decision would be disclosed to our stockholders in accordance with applicable securities laws. If our stockholders do not ratify the Audit Committee’s selection, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of our independent registered public accounting firm.

Representatives of BDO are expected to be present via webcast at the annual meeting and will have an opportunity to make a statement if they desire. The representatives will also be available to respond to appropriate questions from our stockholders.

Pre-Approval Policies

The Audit Committee Charter requires that the Audit Committee pre-approve all auditing services performed for the Company by our independent auditor, as well as all permitted non-audit services (including the fees and terms thereof) in order to ensure that the provision of such services does not impair the auditor’s independence. In determining whether or not to pre-approve services, the Audit Committee considers whether the service is permissible under applicable SEC rules. The Audit Committee may, in its discretion, delegate one or more of its members the authority to pre-approve any services to be performed by our independent auditor, provided such pre-approval is presented to the full Audit Committee at its next scheduled meeting.

All services rendered by BDO for the years ended December 31, 2025 and 2024 were pre-approved in accordance with the policies set forth above.

Fees to Principal Auditor

The Audit Committee reviewed the audit and non-audit services performed by BDO, as well as the fees charged by BDO for such services. The aggregate fees for professional accounting services provided by BDO, including the audit of our annual financial statements, for the years ended December 31, 2025 and 2024, respectively, are set forth in the table below.


	BDO USA, P.C. for the Year Ended December 31, 2025			BDO USA, P.C. for the Year Ended December 31, 2024
Audit Fees		$	1,356,923		$	832,334
Audit-Related Fees			—			—
Tax Fees			—			—
All Other Fees			—			—

Total		$	1,356,923		$	832,334

For purposes of the preceding table, the professional fees are classified as follows:

•

Audit Fees – These are fees for professional services performed for the audit of our annual financial statements and the required review of our quarterly financial statements and other procedures performed by the independent auditors to be able to form an opinion on our financial statements. These fees also cover services that are normally provided by independent auditors in connection with statutory and regulatory filings or engagements, and services that generally only an independent auditor reasonably can provide, such as services associated with filing registration statements, periodic reports and other filings with the SEC.

•

Audit-Related Fees – These are fees for assurance and related services that traditionally are performed by an independent auditor, such as due diligence related to acquisitions and dispositions, audits related to acquisitions, attestation services that are not required by statute or regulation, internal control reviews, and consultation concerning financial accounting and reporting standards.

•

Tax Fees – These are fees for all professional services performed by professional staff in our independent auditor’s tax division, except those services related to the audit of our financial statements. These include fees for tax compliance, tax planning and tax advice, including federal, state and local issues. Such services may also include assistance with tax audits and appeals before the Internal Revenue Service (IRS) and similar state and local agencies, as well as federal, state and local tax issues related to due diligence.

•

All Other Fees – These are fees for other permissible work performed that do not meet one of the above-described categories.

Audit Committee Report

Pursuant to the Audit Committee Charter adopted by the board of directors of the Company, the Audit Committee’s primary function is to assist the board of directors in fulfilling its oversight responsibilities by overseeing the independent auditors, the audit and financial reporting process and the system of internal control over financial reporting that management has established and by reviewing the financial information to be provided to the Company’s stockholders and others. The Audit Committee is composed of three independent directors and met five times during the year ended December 31, 2025. Management of the Company has the primary responsibility for the financial statements and the reporting process, including the system of internal control over financial reporting. Membership on the Audit Committee does not call for the professional training and technical skills generally associated with career professionals in the field of accounting and auditing. In addition, the independent auditors devote more time and have access to more information than does the Audit Committee. Accordingly, the Audit Committee’s role does not provide any special assurances with regard to the financial statements of the Company, nor does it involve a professional evaluation of the quality of the audits performed by the independent auditors.

In this context, in fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K with management, including a discussion of the quality and acceptability of the financial reporting and controls of the Company, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The Audit Committee discussed with the Company’s independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, their judgments as to the quality and acceptability of the financial reporting and such other matters as are required to be discussed with the Audit Committee under Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, “Communications with Audit Committees.” The Audit Committee also received the written disclosures and the letter from the Company’s independent auditor required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence, and has discussed with the independent auditor the independent auditor’s independence.

The Audit Committee discussed with the independent auditors the overall scope and plans for their audit. The Audit Committee meets periodically with the independent auditors, with and without management present, to discuss the results of their examinations and the overall quality of the financial reporting of the Company.

In reliance on these reviews and discussions, the Audit Committee recommended to our board of directors that the audited financial statements of the Company be included in its Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC. Our board of directors subsequently accepted the Audit Committee’s recommendation and approved the Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC.

David J. Mueller (Chairman)

Harold “Skip” Perry

Lora Gotcheva

The preceding Audit Committee Report to stockholders is not “soliciting material” and is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Nominating and Corporate Governance Committee

General

Our board of directors adopted an amended charter for the Nominating and Corporate Governance Committee on April 1, 2025 (the “Nominating and Corporate Governance Committee Charter”). A copy of the Nominating and Corporate Governance Committee Charter is available on our website www.smartstopselfstorage.com under About Us—Investor Relations—Governance. The primary purposes of the Nominating and Corporate Governance Committee are to: (1) (a) identify individuals qualified to serve on our board of directors, consistent with criteria approved by our board of directors, (b) recommend that our board of directors approve a slate of director nominees for election by our stockholders at the annual meeting of our stockholders, and (c) recommend director nominees in the event of a vacancy on the board; (2) (a) develop and recommend to our board of directors a set of corporate governance principles and policies applicable to the Company; and (b) periodically re-evaluate such policies and guidelines for the purpose recommending amendments to them if appropriate; (3) oversee an annual evaluation of the board, each of the committees of the board, and management of the Company; (4) review any related party transactions and procedures for evaluating and approving such transactions, in accordance with the Company’s Related Party Transaction Policy; (5) (a) review the stock ownership guidelines applicable to each of the directors, the Chief Executive Officer and

each other individual identified as an executive officer of the Company, (b) determine compliance with such guidelines at least annually, (c) review such guidelines annually, and (d) recommend any necessary changes to the board; and (6) perform such other duties and responsibilities as may be delegated to it from time to time by the board. The Nominating and Corporate Governance Committee fulfills these responsibilities primarily by carrying out the activities enumerated in the Nominating and Corporate Governance Committee Charter and in accordance with current laws, rules, and regulations.

The members of the Nominating and Corporate Governance Committee are three of our independent directors, Messrs. Perry, Mueller and Morris, with Mr. Perry serving as Chairman of the Nominating and Corporate Governance Committee. Each member of the Nominating and Corporate Governance Committee must satisfy the independence requirements of the NYSE and the SEC. The Nominating and Corporate Governance Committee held seven meetings during 2025.

Board of Directors Membership Criteria and Director Selection

The Nominating and Corporate Governance Committee annually reviews with our board of directors the appropriate experience, skills and characteristics required of our directors in the context of the current membership of our board of directors.

While our full board of directors remains responsible for selecting its own nominees and recommending them for election by our stockholders, our board of directors has delegated the screening process necessary to identify qualified candidates to the Nominating and Corporate Governance Committee. Pursuant to our bylaws, however, vacancies in the board may be filled only by a majority of the remaining directors.

The Nominating and Corporate Governance Committee annually reviews director suitability and the continuing composition of our board of directors; it then recommends director nominees who are voted on by our full board of directors. In recommending director nominees to our board of directors, the Nominating and Corporate Governance Committee solicits candidate recommendations from its own members, other directors, and management of the Company. The Committee will also consider suggestions made by stockholders and other interested persons for director nominees who meet the established director criteria. In order for a stockholder to make a nomination, the stockholder must satisfy the procedural requirements for such nomination as provided in our bylaws, which include, among other things, providing the nominee’s name, age, address, and ownership of the Company’s stock. Such nominations must also be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

In evaluating the persons nominated as potential directors, the Nominating and Corporate Governance Committee will consider each candidate without regard to the source of the recommendation and take into account those factors that the Nominating and Corporate Governance Committee determines are relevant. With respect to the current nominees to our board of directors, whose backgrounds and experience are described in greater detail on pages 40-44, our Nominating and Corporate Governance Committee considered all of the factors set forth above in its determination to recommend them for nomination. In addition, the Nominating and Corporate Governance Committee considered the particular aspects of the backgrounds of all of our independent directors—Messrs. Morris, Mueller and Perry and Ms. Gotcheva—relative to the needs of the committees of our board of directors in determining to recommend them for nomination.

Corporate Governance

Pursuant to the Nominating and Corporate Governance Committee Charter, the Nominating and Corporate Governance Committee developed and recommended a set of formal, written guidelines for corporate governance, which were previously adopted by our full board of directors and amended on April 1, 2025.

The Nominating and Corporate Governance Committee also, from time to time, reviews the governance structures and procedures of the Company and suggests improvements thereto to our full board of directors. Such improvements, if adopted by the full board of directors, will be incorporated into the written guidelines.

Periodic Evaluations

The Nominating and Corporate Governance Committee conducts an annual evaluation of its own performance and oversees the annual evaluations of our directors, each of the other committees of our board of directors, and management.

Related Party Transactions

The board has delegated to the Nominating and Corporate Governance Committee the authority to review and approve all transactions between the Company and any other party that may give rise to a conflict of interest in accordance with the Related-Party Transaction Policy.

Succession Planning

The Nominating and Corporate Governance Committee, in collaboration with the CEO, develops and recommends to the board, succession plans for the CEO and other key members of the management team.

Compensation Committee

General

Our board of directors adopted an amended charter for the Compensation Committee on April 1, 2025 (the “Compensation Committee Charter”). A copy of the Compensation Committee Charter is available on our website www.smartstopselfstorage.com under About Us—Investor Relations— Governance. The primary purposes of the Compensation Committee are to: (1) review and approve the Company’s compensation program and the constituent components of such program; (2) seek to ensure that executive officers and other key personnel of the Company and its subsidiaries are appropriately compensated in terms that are motivating, internally equitable and externally competitive; (3) to review and approve all compensation of directors and executive officers; (4) review and approve corporate goals and objectives relevant for executive compensation; (5) set the criteria for awards under incentive compensation plans and determine whether such criteria have been met; (6) oversee matters relating to the Company’s 2022 long-term incentive plan (the “Equity Incentive Plan”); (7) prepare relevant disclosures and reports to be included with the Company’s reports filed with the SEC; (8) oversee and administer the Company’s Executive Compensation Clawback Policy; and (9) perform such other duties and responsibilities as may be delegated to it from time to time by the board. The Compensation Committee fulfills these responsibilities in accordance with current laws, rules and regulations.

The members of our Compensation Committee are Messrs. Morris and Perry and Ms. Gotcheva, with Mr. Morris serving as Chairman of the Compensation Committee. The Compensation Committee held five meetings during 2025.

Compensation Committee Interlocks and Insider Participation

For the year ended December 31, 2025, decisions regarding director compensation were made by our Compensation Committee.

No member of the Compensation Committee served as an officer or employee of us or any of our affiliates during 2025, and none had any relationship requiring disclosure by us under Item 404 of Regulation S-K under the Exchange Act. None of our executive officers has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our board of directors or our Compensation Committee during the fiscal year ended December 31, 2025.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our compensation program as it relates to our named executive officers (“NEOs”). Our NEOs for 2025 are:


NAME		TITLE*
H. Michael Schwartz		Chief Executive Officer and President
James R. Barry		Chief Financial Officer
Joe Robinson		Chief Operations Officer
Wayne Johnson		Chief Investment Officer
Michael O. Terjung		Chief Accounting Officer

*	These titles are as of the date of this proxy. On February 19, 2026, concurrent with his appointment to the Board, Mr. Johnson resigned as the President of the Company and Mr. Schwartz was appointed as President of the Company.

2025 Operational and Financial Highlights to Date

LOGO

⁽¹⁾

Same-store revenue and NOI are non-GAAP measures and a reconciliation of those measures to the most directly comparable GAAP financial measure is attached to this proxy statement as Appendix A.

Philosophy and Objectives of Our Executive Compensation Program

The philosophy underlying our executive compensation program is to provide an attractive, flexible and market-based total compensation program tied to performance and aligned with the interests of our stockholders. Our objective is to recruit and retain the caliber of executive officers and other key employees necessary to deliver sustained high performance for our stockholders. Our compensation system has been designed to accomplish the following:

•

Retain and hire top-caliber executives: Executives will have market competitive compensation that will allow us to both hire and retain high-caliber individuals.

•

Reward growth and profitability: Executives will be rewarded for achieving both short- and long-term results, particularly focused on sustained growth and profitability that culminates in longer-term value creation for our stockholders.

•

Align compensation with stockholder interests: Fostering an ownership mentality, a meaningful portion of the interests of our executives will be linked with those of our stockholders through the risks and rewards of ownership of our stock.

The following is an overview of the highlights of our compensation structure, and the fundamental compensation policies and practices we do and do not use.

WHAT WE DO

Pay for Performance. We provide alignment between pay and performance by linking a meaningful portion of total compensation to the achievement of multiple operational and strategic goals through our short-term incentive program, as well as relative performance against our direct self storage peers through our long-term incentive program.

Balanced Compensation. We balance overall compensation by linking portions of pay to both annual performance goals as well as multi-year performance goals.

Forward-Looking Long-Term Incentive Compensation Structure. We have implemented a long-term incentive compensation structure that includes forward-looking performance over a multi-year performance period.

Executive Severance Policy. In light of market best practices, we adopted an Executive Severance and Change of Control Plan (as opposed to employment agreements) covering our executives which is overseen by our Compensation Committee.

Independent Compensation Consultant. Our Compensation Committee retained Ferguson Partners Consulting (“FPC”), a nationally recognized compensation consulting firm, to review and provide recommendations regarding our executive compensation program.

Compensation Risk Assessments. With the assistance of FPC, we conduct annual compensation risk assessments to ensure our compensation program does not encourage excessively risky behaviors.

WHAT WE DON’T DO

No Guaranteed Annual Salary Increases. We do not guarantee annual salary increases (salary increases are made only in the discretion of the Compensation Committee).

No Minimum Bonuses or Uncapped Bonus Payouts. We do not pay guaranteed minimum bonuses, nor do we have uncapped bonus payouts.

No Excessive Perquisites. We provide limited perquisites to our NEOs that we believe are reasonable and consistent with the philosophy and objectives of our executive compensation program.

No Guaranteed Employment. We do not guarantee terms of employment or base salaries for our NEOs.

Compensation Methodology and Process

Independent Review and Approval of Executive Compensation

Our Compensation Committee is responsible for reviewing and approving corporate goals and objectives related to compensation for our NEOs. The Compensation Committee does not delegate any substantive responsibility related to the compensation of our NEOs and exercises its independent judgment when approving executive compensation. No member of the Compensation Committee is a former or current officer of us or any of our subsidiaries, and all members are independent under current NYSE listing standards.

Our Compensation Committee annually reviews compensation to ensure its alignment with our business strategy, performance, and the interests of our employees and stockholders. In addition, the Compensation Committee reviews market practices for all elements of executive compensation and approves necessary adjustments to remain competitive.

Our Compensation Committee takes into account the aggregate amount and mix of all components of compensation when considering compensation decisions affecting the CEO and the other NEOs. The Compensation Committee considers whether any components of executive compensation might lead to excessive risk taking by management and whether features of the executive compensation program appropriately mitigate risks.

We do not time the disclosure of material non-public information for the purpose of affecting the value of employee compensation.

The Role of the Compensation Committee’s Consultant

Our Compensation Committee has sole authority under its committee charter to retain advisors and consultants as it deems appropriate. The Compensation Committee has retained FPC, which specializes in the REIT industry, as its compensation consultant.

FPC attends meetings of the Compensation Committee, reviews compensation data with the committee, and participates in general discussions regarding executive compensation issues. Management works with FPC, at the Compensation Committee’s direction, to develop materials and analysis essential to the committee’s compensation evaluations and determination. FPC participates in executive sessions with the Compensation Committee to discuss compensation matters, as needed.

Role of the Chief Executive Officer

Each year our Chief Executive Officer meets with the Compensation Committee to discuss specific recommendations regarding the base salary, short-term incentive compensation and long-term incentive compensation of each of our NEOs and provides further insight into and details of each executive officer’s performance. The other NEOs are not present during these discussions. The Compensation Committee believes it is valuable to consider the recommendations of the Chief Executive Officer with respect to these matters because, given his knowledge of our operations and the day-to-day responsibilities of such NEOs, he is in a unique position to provide the Compensation Committee with added perspective into the most appropriate measures and goals in light of our business at a given point in time. However, the Compensation Committee has the discretion to accept, reject, or modify these recommendations and makes all final determinations on issues within the scope of its authority, including with respect to executive officer compensation. In addition, the Chief Executive Officer is not present during the Compensation Committee determination with respect to his own compensation.

Use of Peer Group

To ensure that our executive compensation programs are reasonable and competitive in the marketplace, we compare our compensation programs to the compensation programs of two distinct sets of peers. We examine pay practices across a peer set of public REITs that are (i) similarly sized to us and operate across a range of property types (Size-Based Peer Group) as well as (ii) a smaller peer set of direct competitors focused in the self storage industry of which there are only four (Direct Competitor Peer Group).


PEER GROUP	DESCRIPTION	PURPOSE
Size-Based Peer Group (13 companies)	Represents public real estate investment trusts of similar size in terms of total capitalization that also have active operations.	To periodically reference and compare our overall compensation practices and amounts against a broader mix of companies to ensure that our compensation practices are reasonable in light of the size of the organization.

Direct Competitor Peer Group (4 companies)	Represents public real estate investment trusts within the self storage sector with operations that most nearly approximate our business.	To understand how each NEO’s total compensation compares with the total compensation for reasonably similar positions at our most direct competitors in the self storage industry and to assess and calculate performance for certain relative metrics.

The Size-Based Peer Group currently consists of the following companies (sorted by capitalization):


Peer	Ticker		2025 Total Capitalization ($M)
American Healthcare REIT, Inc.		AHR	$	10,569
Essential Properties Realty Trust, Inc.		EPRT	$	8,757
National Storage Affiliates Trust		NSA	$	8,166
Independence Realty Trust, Inc.		IRT	$	6,535
Acadia Realty Trust		AKR	$	5,035
Brandywine Realty Trust		BDN	$	3,087
InvenTrust Properties Corp.		IVT	$	3,020
SmartStop Self Storage REIT, Inc.		SMA	$	2,848
Easterly Government Properties, Inc.		DEA	$	2,685
LTC Properties, Inc.		LTC	$	2,599
AH Realty Trust, Inc.^*		AHRT	$	2,517
UMH Properties, Inc.		UMH	$	2,438
Centerspace		CSR	$	2,207
Sila Realty Trust, Inc.		SILA	$	1,994

^*	Armada Hoffler Properties, Inc. rebranded to AH Realty Trust, Inc. effective March 2, 2026.

Source: S&P Global. Data as of December 31, 2025.

The Direct Competitor Peer Group currently consists of the following companies (sorted by capitalization):


Peer	Ticker		2025 Total Capitalization ($M)
Public Storage		PSA	$	60,362
Extra Space Storage Inc.		EXR	$	42,925
CubeSmart		CUBE	$	11,774
National Storage Affiliates Trust		NSA	$	8,166
SmartStop Self Storage REIT, Inc.		SMA	$	2,848

Source: S&P Global. Data as of December 31, 2025.

Our Compensation Committee evaluates the median levels of the Size-Based Peer Group for compensation as an initial point of reference for setting pay and thereafter considers various qualitative factors for each NEO, such as years of experience, tenure, and historical performance, in arriving at a competitive pay package. The Direct Competitor Peer Group, given the disparity in Total Capitalization, is limited in its applicability for benchmark pay comparisons; however, the Direct Competitor Peer Group is used to measure relative performance within our long-term incentive program, as our business is most correlated with other self storage companies. Actual compensation paid may fluctuate above or below the median of the peer group based on our performance and the achievement of the goals established by the Compensation Committee for the NEO. The Compensation Committee reviews the peer group annually and make changes as warranted and deemed appropriate by the Compensation Committee.

Alignment of Pay

Our executive compensation program provides significant alignment between pay and performance by linking a meaningful portion of total target compensation to the achievement of financial, operational and strategic goals through our short-term incentive program, as well as rigorous relative portfolio goals through our long-term incentive program. Approximately 88% of the total target compensation delivered to our CEO and

61% delivered to our other NEOs is at risk. The following charts present the allocation of 2025 total target compensation among different components for our Chief Executive Officer and the weighted average of each component for our other NEOs as a group.

CEO Total Target Compensation

Other NEOs Total Target Compensation

LOGO

Overview of Compensation

On June 28, 2019, we acquired the self storage advisory, asset management, property management and certain joint venture interests of SAM, which included the self storage management team and self storage employees (the “Self Administration Transaction”). During the first full fiscal year following the Self Administration Transaction, we formally adopted our executive compensation program for our executive officers, which was later immaterially revised in connection with fiscal years 2021 through 2025 (the “Executive Compensation Program”). The following table summarizes the specific elements in our Executive Compensation Program, along with the primary objectives of each element. A more detailed discussion of these elements follows this table.

LOGO

⁽¹⁾	NOI is defined as rental and related revenues, less property level operating expenses.

⁽²⁾

Funds from operations, or FFO, is widely used as a key measure of financial performance by REITs. The National Association of Real Estate Investment Trusts, or Nareit, defines FFO as net income (loss) computed in accordance with GAAP, excluding gains or losses from sales of property and real estate related asset impairment write-downs, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated

to reflect FFO on the same basis. In determining FFO, as adjusted, we make further adjustments to the Nareit computation of FFO to exclude the effects of non-real estate related intangible amortization, acquisition related costs, other write-offs incurred in connection with acquisitions, accretion of fair value of debt adjustments, amortization of debt issuance costs, gains or losses from extinguishment of debt, adjustments of deferred tax assets and liabilities, realized and unrealized gains/losses on foreign exchange transactions, gains/losses on foreign exchange and interest rate derivatives not designated for hedge accounting, and other select non-recurring income or expense items which we believe are not indicative of our overall long-term operating performance. For a reconciliation of FFO and FFO, as adjusted, to net loss, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the year ended December 31, 2025.

⁽³⁾

General and Administrative Expenses (“G&A Expense”) primarily include all expenses not directly related to our properties, including compensation related costs, equity based compensation, marketing-related costs, legal expenses, accounting expenses, transfer agent fees, directors and officers’ insurance expense and board of directors related costs.

Base Salary

Base salary is a portion of the overall compensation package and determined by considering the relative importance of the position, the competitive marketplace and the individual’s performance and contributions based on responsibilities, skills and experience. Base salaries are reviewed annually in light of market practices and changes in responsibilities. Base salaries were established for our executives at the time of the Self Administration Transaction in June 2019 and were maintained in 2020. Base salaries for 2023, 2024 and 2025 were updated based on the results of a peer analysis and the approval of the Compensation Committee, which were further updated subsequent to fiscal year end by the Compensation Committee. This Compensation Discussion and Analysis section focuses on the compensation in place during fiscal year 2025.


NEO	TITLE	2023 BASE SALARY ($)		2024 BASE SALARY ($)		2025 BASE SALARY ($)
H. Michael Schwartz	Chief Executive Officer and President		625,000		625,000		625,000
James R. Barry	Chief Financial Officer		350,000		350,000		350,000
Joe Robinson	Chief Operations Officer		375,000		375,000		375,000
Wayne Johnson	Chief Investment Officer		315,000		340,000		362,500
Michael O. Terjung	Chief Accounting Officer		290,000		305,000		305,000

Annual Cash Incentive Awards

The goal of our variable cash incentive program (the “Short-Term Incentive Program”) is to motivate executive officers to achieve strong performance across various financial, operating and strategic goals with the ultimate objective of contributing to longer-term stockholder value based on our annual performance. The Short-Term Incentive Program includes an objective portion that comprises the majority of the overall program and is based on three performance-based metrics with pre-defined hurdles. For purposes of the 2025 Short-Term Incentive Program, same-store NOI, a measure of Funds From Operations as adjusted, per share, and G&A Expense were included as quantitative metrics.

While it is important for the majority of the NEO’s annual cash compensation to be determined objectively, we also believe that it is important to have a degree of flexibility and assess performance against goals that may not be precise or quantifiable in nature. Therefore, a relatively smaller portion of the Short-Term Incentive Program is subjectively assessed based on various strategic and individual goals. We provide a range of performance outcomes across each metric. In fiscal year 2025, the performance-based metrics had the potential to be paid at 50%, 100% and 150% of target for the threshold, target and maximum criteria for each metric, which was the same as fiscal years 2024 and 2023. For strategic and individual goals, the threshold, target, and

maximum levels were set at 75%, 100%, and 125% of target, respectively, for each of fiscal years 2025, 2024 and 2023. To the extent that the level of actual achievement for strategic and individual goals as well as performance goals falls between the established Threshold, Target and Maximum levels, calculation of the amount of the award is interpolated on a straight-line basis.


2025		2025
Short-Term Incentive Program CEO and Executive Chairman		Short-Term Incentive Program Other NEOs

The actual bonuses awarded reflect the following components for the CEO and other NEOs:


	METRICS & WEIGHTINGS
NAME	SAME-STORE NOI GROWTH			FFO, AS ADJUSTED PER SHARE			G&A EXPENSE			STRATEGIC/ INDIVIDUAL GOALS
H. Michael Schwartz		30	%		30	%		10	%		30	%
James R. Barry		25	%		25	%		10	%		40	%
Joe Robinson		30	%		20	%		10	%		40	%
Wayne Johnson		25	%		25	%		10	%		40	%
Michael O. Terjung		25	%		25	%		10	%		40	%

Based on the weightings of each criteria, and each NEO’s respective allocations, the threshold, target, and maximum potential bonuses for 2025 were as follows:


NAME	THRESHOLD ($)		TARGET ($)		MAXIMUM ($)
H. Michael Schwartz		388,125		675,000		961,875
James R. Barry		126,000		210,000		294,000
Joe Robinson		120,000		200,000		280,000
Wayne Johnson		120,000		200,000		280,000
Michael O. Terjung		90,000		150,000		210,000

Financial Goals

As shown and noted above, the financial goals component of the 2025 Short-Term Incentive Program included three categories of performance goals. The financial goals established for 2025, the Compensation Committee’s rationale for establishing them, and the performance level approved for each goal are described below:


Financial Goals	Threshold				Target				Maximum				Actual
Same-Store NOI Growth			0.0	%			0.8	%			2.2	%			0.6	%
FFO, as adjusted (per share)		$	1.84			$	1.92			$	2.00			$	1.87
G&A Expense (millions)		$	32.9			$	30.5			$	28.0			$	34.4

Same-store NOI growth on an absolute basis was set at:


Threshold	0.0	%
Target	0.8	%
Maximum	2.2	%
Actual	0.6	%

Rationale: The Compensation Committee considers same-store NOI to be an important driver of real estate property values and stockholder value. It also is a metric typically evaluated by investors and analysts and is used by many of our peers to evaluate operating performance. This goal was established by our Board at the beginning of 2025 based on our budget for 2025, and in the context of the self storage industry entering that year and was discussed with management at such time.

FFO, as adjusted (per share) was set at:


Threshold	$	1.84
Target	$	1.92
Maximum	$	2.00
Actual	$	1.87

Rationale: The Compensation Committee considers FFO, as adjusted, to be an important indicator of our overall financial performance. FFO, as adjusted, is a metric typically evaluated by investors and analysts and is used by many of our peers to evaluate performance. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” included in our Annual Report on Form 10-K for the year ended December 31, 2025. This goal was established by our board at the beginning of 2025 based on our budget for 2025, and in the context of the self storage industry entering that year and was discussed with management at such time.

G&A Expense (millions) was set at:


Threshold	$	32.9
Target	$	30.5
Maximum	$	28.0
Actual	$	34.4

Rationale: The Compensation Committee considers General and Administrative Expenses, or G&A Expense, to be an important indicator of our overall financial performance. G&A Expense measures management’s ability to manage our business in a cost-efficient manner, with cost-efficiency being correlated with increased stockholder value. G&A Expense is a metric typically evaluated by investors and analysts and is used by many of our peers to evaluate performance. This G&A expense goal as defined by our board, was established at the beginning of 2025 based on our budget for 2025 and adjusted for IPO-related equity grant expense and was discussed with management at such time.

Strategic Goals

Strategic goals are collective operational goals which were recommended by the Chief Executive Officer for approval by the Compensation Committee and the full board of directors. These goals are developed in connection with the annual strategic planning process and represent key plans and initiatives that the Chief Executive Officer believes will drive short-term performance while adding long-term value. The goals and achievement levels are qualitative by nature and are subjectively evaluated by the Compensation Committee at the end of the performance period.

For 2025, the strategic goals for the Company were to maintain internal growth through institutional management of the portfolio, execute on strategic transactions, implement technology across the storage platform, continued expansion in the Canadian market, and Managed REIT growth.

Individual Goals

The Chief Executive Officer recommended individual goals for 2025, which were then submitted for approval by the Compensation Committee and the full board of directors. Individual goals for the NEOs were set at the beginning of 2025 and included the following:

•

H. Michael Schwartz: Explore and evaluate liquidity strategies for stockholders; oversee development and implementation of technology across the Company; Canadian platform expansion; executive team development; and Managed REIT Platform equity raise and asset growth.

•

James R. Barry, Joe Robinson, Wayne Johnson and Michael O. Terjung: Execute on the Company’s business plan; maintain operational performance across the portfolio; individual team development and succession planning; oversee implementation of technology; and facilitate external growth strategies of the Company.

The following table sets forth the Target annual bonus levels established in March 2025, along with the final determination for fiscal year 2025 actual bonus payments.


NAME	TARGET ($)		ACTUAL CASH BONUS ($)		% OF TARGET
H. Michael Schwartz		675,000		406,456		60	%
James R. Barry		210,000		125,748		60	%
Joe Robinson		200,000		119,081		60	%
Wayne Johnson		200,000		119,760		60	%
Michael O. Terjung		150,000		89,820		60	%

Long-Term Stock Based Compensation

We adopted our long-term incentive program (the “Long-Term Incentive Program”) with the goal of both retaining and motivating our executive officers over a longer-term period. We provide equity incentive awards in order to foster ownership and alignment with stockholders, which is intended to motivate our executive officers to enhance the long-term value of the Company. At the election of each individual executive, such equity awards may come in the form of either long-term incentive plan units (“LTIP Units”) of SmartStop OP, L.P., our operating partnership (our “Operating Partnership”) or restricted stock awards consisting of shares of our common stock (“RSAs”). Although the Compensation Committee does not target a specific mix of equity versus cash compensation when setting awards each year, it does strive to deliver a relatively large portion of the executive officer’s overall compensation in the form of equity. We do not schedule equity award grants in anticipation of the release of material nonpublic information, nor do we time the release of material nonpublic information based on equity grant dates.

Key highlights of the Long-Term Incentive Program are as follows:

•

Forward-looking program containing a multi-year performance period and to be awarded on a rolling basis.

•

Awards are determined based upon a fixed dollar amount that is then converted to equity based upon a fair value determination of such equity.

•

Introduces a performance-based element with an award that ranges from 0% to a maximum of 200% of target, with such percentage being determined based upon our relative same-store revenue growth versus our direct self storage competitors over a three-year period.

•

Includes a time-based component, otherwise known as service-vested and subject to continued employment with the Company, which vests

pro-rata

over four years.

•

For fiscal year 2022 and prior years, awards under the Long-Term Incentive Program were granted with 75% of such award being time-based and 25% being performance-based. Subsequent to fiscal year end 2022, our Compensation Committee approved changes to the Long-Term Incentive Program such that awards were granted with

two-thirds

of such award being time-based and

one-third

being performance-based.

LOGO

The approved grant levels for the NEOs for the 2025-2027 performance period are as follows:


	TIME- BASED AWARDS		2025-2027 PERFORMANCE-BASED AWARDS (33%)								TOTAL LTIP AWARD AT
	TIME- BASED AWARDS				4^th Place		3^rd Place		1^st Place		TOTAL LTIP AWARD AT
	(67%)		Last Place		(Threshold)		(Target)		(Maximum)		TARGET
NAME	($)		($)		($)		($)		($)		($)
H. Michael Schwartz		2,546,000		0		627,000		1,254,000		2,508,000		3,800,000
James R. Barry		294,800		0		72,600		145,200		290,400		440,000
Joe Robinson		284,750		0		70,125		140,250		280,500		425,000
Wayne Johnson		234,500		0		57,750		115,500		231,000		350,000
Michael O. Terjung		144,050		0		35,475		70,950		141,900		215,000

These approved grant levels, weightings and metrics were updated subsequent to fiscal year and by the Compensation Committee for fiscal year 2026. See the section below titled “Changes in 2026 Executive Compensation Program”. However, this Compensation Discussion and Analysis section focuses on the compensation in place during fiscal year 2025. NEOs can elect to receive their Long-Term Incentive Program awards as shares of restricted stock or LTIP units. During 2025, all NEOs elected to receive all of their awards in LTIP units.

Performance Portion of Our 2025-2027 Long-Term Incentive Awards

The metric approved for the 2025-2027 performance period was a relative 3-year average same-store revenue growth when ranked against a peer group, as follows:


METRIC	0% PAYOUT	50% PAYOUT	100% PAYOUT (TARGET)	150% PAYOUT	200% PAYOUT (MAXIMUM)
Relative 3-Year Average Same-Store Revenue Growth vs. Peer Group	Last Place	4^th Place	3^rd Place	2^nd Place	1^st Place

In order to be counted in the ranking calculation above, a company must be publicly traded for the entire performance period. In the event that one or more of the peer group companies ceases to exist as a separate company or fails to report same store revenues during the performance period, our Compensation Committee may adjust the ranking tiers and/or measure the average annual same store revenue growth for such companies for a period shorter than the performance period in its sole discretion. The peers by which we are to be compared against for the 2026-2027 period are: Public Storage; Extra Space Storage Inc.; CubeSmart; and National Storage Affiliates Trust.

During the performance period from January 1, 2023 through December 31, 2025, the Company’s relative 3-year average same-store revenue growth ranked 1st place in the corresponding peer group for that period. The following table summarizes the actual number of performance-based LTIP Units that vested on February 28, 2026 as a result of performance during the performance period from January 1, 2023 through December 31, 2025.


NAME	LTIP Units
H. Michael Schwartz		47,143
James R. Barry		5,459
Joe Robinson		5,273
Wayne Johnson		3,846
Michael O. Terjung		2,482

Other Elements of Compensation

Our Compensation Committee does not view benefits and perquisites for the NEOs as a key component of our executive compensation program. Accordingly, we do not provide any significant perquisites to our NEOs. We provide the following benefits to all employees: medical, dental, vision and disability insurance, employer contributions toward medical insurance premiums, 401(k) employer match and group life insurance premiums. The NEOs participate in benefit plans on similar terms as our other participating employees, although we pay a larger percentage of NEOs’ medical insurance premiums. However, the total value of these benefit plan premiums remains a small percentage of each NEO’s total compensation package. Under our tax-qualified 401(k) plan, we make a matching contribution on behalf of each participant equal to 100% match on the first 4% of compensation contributed to the plan by the participant up to the federally mandated maximum. The NEOs may participate in the plan on substantially the same terms as our other participating employees. We do not maintain any defined benefit or supplemental retirement plans.

Our Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to the NEOs and may revise, amend or add to the benefits and perquisites made available to the NEOs in the future if it deems advisable.

Stock Ownership Guidelines

We have adopted a stock ownership policy that requires certain executive officers and each non-employee director, within five years of the later of (i) April 1, 2025, the date the policy was adopted, or (ii) the date he or

she becomes an officer or director, to own any combination of specified equity interests that in the aggregate have a market value of at least (i) five times the value of the annual cash retainer for each non-employee director, (ii) five times the annual base salary for the CEO, and (iii) three times the annual base salary for each other executive officer, as applicable.

Changes in 2026 Executive Compensation Program

On March 25, 2026, our Compensation Committee made changes to the executive compensation program to replace the performance metric of same-store revenue growth with total stockholder return (TSR). In addition, the weighting of 67% time-based and 33% performance based was adjusted to 50% time-based and 50% performance based. Accordingly, starting with the equity awards granted on March 25, 2026, each executive received awards as follows: (i) 50% time-based, vesting pro rata over 4-years, and (ii) 50% performance-based, vesting as follows: (A) 35% based on a 3-year relative TSR versus the Nareit Equity Index and (B) 15% based on a 3-year relative TSR versus our self-storage REIT peers.

Severance Benefits

In order to achieve our compensation objective of attracting, retaining and motivating qualified executives, we believe that we need to provide the NEOs with severance protection. Furthermore, we seek to utilize best practices in developing appropriate protection. As such, in connection with the Self Administration Transaction in June 2019, we adopted an Executive Severance and Change of Control Plan (the “Severance Plan”), rather than using individual employment agreements. Pursuant to the plan, each NEO is entitled to certain severance benefits based on the nature of their termination. See “—Executive Compensation—Severance Plan and Potential Payments Upon Termination or a Change of Control” below for complete details of severance benefits payable to the NEOs upon termination or change of control.

Evaluation of the Risk in Compensation Program

Our Compensation Committee oversees the design of our executive compensation program to ensure that the program does not incentivize our NEOs, either individually or as a group, to make excessively risky business decisions that could maximize short-term results at the expense of long-term value. The Compensation Committee assesses our executive and other compensation and benefits programs to determine if the programs’ provisions and operations promote or create material risks. The Compensation Committee, in consultation with its independent compensation consultant, has established a number of protective features including but not limited to: (1) we do not have uncapped bonus potential, (2) we use multiple metrics in evaluating performance, (3) performance includes both absolute and relative performance, (4) the Compensation Committee retains flexibility and subjectivity in evaluating performance, (5) a meaningful portion of compensation is delivered in equity that vests over time, and (6) the performance portion of our Long-Term Incentive Program is measured on a multi-year basis.

Based on the foregoing, we do not believe that our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on us.

Tax Limits on Executive Compensation

In general, Section 162(m) of the Code places a limit on the amount of compensation that may be deducted annually by a publicly traded entity with respect to certain of its executive officers. The IRS has previously issued private letter rulings holding that Section 162(m) does not apply to compensation paid to employees of a REIT’s operating partnership. We have therefore determined that compensation paid to our executive officers by our Operating Partnership or a subsidiary of our Operating Partnership for services to it should not be subject to the deduction limit. Since we operate as a REIT under the Code and are generally not subject to U.S. federal

income tax on our taxable income to the extent that we annually distribute all of our taxable income to stockholders and maintain our qualification as a REIT, if compensation were required to (but did not) qualify for deduction under Section 162(m), the payment of compensation that fails to satisfy the requirements of Section 162(m) would not have a material adverse consequence to us, provided we continue to distribute 100% of our taxable income without taking into account the disallowed deduction. However, if we make compensation payments subject to Section 162(m) limitations on deductibility, we may be required to make additional distributions to stockholders to comply with its REIT annual distribution requirement and eliminate our U.S. federal income tax liability. As a consequence of additional taxable income, a larger portion of stockholder distributions that would otherwise have been treated as return of capital may be subject to U.S. federal income tax as dividend income. Any such compensation allocated to our taxable REIT subsidiaries, whose income is subject to U.S. federal income tax, would result in an increase in income taxes due to the inability to deduct such compensation.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing “Compensation Discussion and Analysis” with management and, based on such review and discussions, the Compensation Committee recommended to the board of directors that the “Compensation Discussion and Analysis” set forth above be included in this proxy statement.

Timothy S. Morris (Chairman)

Harold “Skip” Perry

Lora Gotcheva

The preceding Compensation Committee Report to stockholders is not “soliciting material” and is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Executive Compensation

The following tables and narrative summarize the compensation for the years ended December 31, 2023, 2024 and 2025 paid to or earned by our named executive officers.

Summary Compensation Table


Name and Principal Position	Year		Salary			Bonus⁽¹⁾			Non-Equity Incentive Plan Compensation			Equity Awards⁽²⁾				All Other Compensation⁽⁴⁾			Total
H. Michael Schwartz,		2025		$	625,000		$	—		$	406,456		$	3,800,000			$	15,125		$	4,846,581
Chief Executive Officer and President		2024		$	625,000		$	191,000		$	479,318		$	3,800,000			$	14,597		$	5,109,915
		2023		$	625,000		$	—		$	303,750		$	3,800,000			$	13,997		$	4,742,747

James R. Barry,		2025		$	350,000		$	—		$	125,748		$	1,304,739	⁽³⁾		$	31,474		$	1,811,961
Chief Financial Officer		2024		$	350,000		$	40,000		$	168,893		$	440,000			$	28,944		$	1,027,837
		2023		$	350,000			—		$	115,500		$	440,000			$	26,010		$	931,510

Joe Robinson,		2025		$	375,000		$	—		$	119,081		$	1,289,739	⁽³⁾		$	39,311		$	1,823,131
Chief Operations Officer		2024		$	375,000		$	40,000		$	154,680		$	425,000			$	35,323		$	1,030,003
		2023		$	375,000			—		$	110,000		$	425,000			$	31,482		$	941,482

Wayne Johnson,		2025		$	362,500		$	—		$	119,760		$	1,214,739	⁽³⁾		$	33,118		$	1,730,117
Chief Investment Officer		2024		$	340,000		$	40,000		$	160,850		$	350,000			$	30,861		$	921,711
		2023		$	315,000			—		$	104,500		$	310,000			$	27,919		$	757,419

Michael Terjung		2025		$	305,000		$	—		$	89,820		$	1,079,739	⁽³⁾		$	39,286		$	1,513,845
Chief Accounting Officer		2024		$	305,000		$	32,000		$	120,638		$	215,000			$	35,294		$	707,932
		2023		$	290,000			—		$	87,750		$	200,000			$	31,417		$	609,167

⁽¹⁾

Amounts shown in the “Bonus” column for 2024 reflect non-plan discretionary bonuses that were awarded by the Compensation Committee to our NEOs in recognition of their significant contributions to certain strategic projects undertaken by the Company in 2024. These non-plan discretionary bonuses are separate from our annual bonuses, which are payable pursuant to our incentive plan and are included in the “Non-Equity Incentive Plan Compensation” column above.

⁽²⁾

Other than as described in footnote 3 to this table, these amounts represent the aggregate grant date fair value of each LTIP Unit computed in accordance with FASB ASC Topic 718, using the assumptions to value such awards as reported in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. The grant date fair values of performance-based awards included in this table were calculated based on the outcome of performance measured at target levels since that was the probable outcome at the time of grant. Assuming achievement of the maximum performance level, the grant date fair value for awards granted in 2025 would have been $5,054,000, $1,449,939, $1,429,989, $1,330,239, and $1,150,689, for Messrs. Schwartz, Barry, Robinson, Johnson, and Terjung, respectively. For purposes of this table, the value per LTIP Unit was $52.12.

⁽³⁾

With respect to Messrs. Barry, Robinson, Johnson and Terjung, $864,739 of this amount represents the aggregate grant date fair value of certain LTIP Units granted in connection with the Company’s listing on the New York Stock Exchange and were computed in accordance with FASB ASC Topic 718, using the assumptions to value such awards as reported in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. This includes grants issued to our executives in connection with our underwritten public offering. Such grants were issued on April 1, 2025 and April 2, 2025. For purposes of this table, the market value per LTIP Unit was $28.65 and $31.28 for the grants issued on April 1, 2025, and April 2, 2025, respectively.

⁽⁴⁾	The table below sets forth the components of the “All Other Compensation” column for 2025:


Name	Incremental Cost of Medical Insurance Premiums			401(k) Company Match			Life/AD&D/ Short Term Disability Insurance Premiums			Total
H. Michael Schwartz		$	—		$	14,000		$	1,125		$	15,125
James R. Barry		$	16,704		$	14,000		$	770		$	31,474
Joe Robinson		$	24,566		$	14,000		$	745		$	39,311
Wayne Johnson		$	16,742		$	14,000		$	2,376		$	33,118
Michael Terjung		$	24,566		$	14,000		$	720		$	39,286

Grants of Plan-Based Awards

The following table sets forth information with respect to plan-based awards granted to the NEOs in 2025.


			Estimated future payouts under non- equity incentive plan awards⁽¹⁾									Estimated future payouts under equity incentive plan awards⁽²⁾
Name	Grant Date		Threshold ($)			Target ($)			Maximum ($)			Threshold (#)		Target (#)		Maximum (#)		All Other Share Awards: Number of Shares/ Units⁽³⁾		Grant Date Fair Value⁽⁴⁾
H. Michael Schwartz
Annual Cash Incentive Bonus				$	388,125		$	675,000		$	961,875
Time-Based Equity		3/17/2025																	48,848		$	2,546,000
Performance-Based Equity		3/17/2025											12,030		24,060		48,120				$	1,254,000
James R. Barry
Annual Cash Incentive Bonus				$	126,000		$	210,000		$	294,000
Time-Based Equity		3/17/2025																	5,657		$	294,800
Performance-Based Equity		3/17/2025											1,393		2,786		5,572				$	145,200
Time-Based Equity: IPO Grant		4/1/2025																	19,895		$	569,992
Time-Based Equity: IPO Grant		4/2/2025																	9,424		$	294,747
Joe Robinson
Annual Cash Incentive Bonus				$	120,000		$	200,000		$	280,000
Time-Based Equity		3/17/2025																	5,464		$	284,750
Performance-Based Equity		3/17/2025											1,346		2,691		5,382				$	140,250
Time-Based Equity: IPO Grant		4/1/2025																	19,895		$	569,992
Time-Based Equity: IPO Grant		4/2/2025																	9,424		$	294,747
Wayne Johnson
Annual Cash Incentive Bonus				$	120,000		$	200,000		$	280,000
Time-Based Equity		3/17/2025																	4,500		$	234,500
Performance-Based Equity		3/17/2025											1,108		2,216		4,432				$	115,500
Time-Based Equity: IPO Grant		4/1/2025																	19,895		$	569,992
Time-Based Equity: IPO Grant		4/2/2025																	9,424		$	294,747
Michael Terjung
Annual Cash Incentive Bonus				$	90,000		$	150,000		$	210,000
Time-Based Equity		3/17/2025																	2,764		$	144,050
Performance-Based Equity		3/17/2025											681		1,362		2,724				$	70,950
Time-Based Equity: IPO Grant		4/1/2025																	19,895		$	569,992
Time-Based Equity: IPO Grant		4/2/2025																	9,424		$	294,747

⁽¹⁾	Represents annual cash incentive awards at the threshold, target and maximum amounts. See the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above for additional discussion regarding bonuses based on 2025 performance.

⁽²⁾

Represents performance-based awards, consisting of either shares of restricted stock or LTIP Units, awarded in 2025 to our NEOs. Indicated threshold, target and maximum amounts correspond to the number of restricted shares or LTIP Units, as applicable, that would be earned in the event that specified threshold,

target and maximum performance levels, respectively, were achieved. In the event that our performance does not meet the threshold requirements for a performance measure, no payment will be made on the quantitative portion of the award based on that performance measure. Performance-based awards vest following the conclusion of a three-year performance period, based on our performance ranked amongst a peer group of companies, conducted using a performance measure of average annual same-store revenue growth, analyzed over the performance period.

⁽³⁾

Represents time-based awards, consisting of LTIP Units, awarded in 2025 to our NEOs. Time-based equity awards vest ratably over four years with the first tranche vesting on December 31st of the year of grant subject to the recipient’s continued employment or service through the applicable vesting date. Each of the Time-Based Equity: IPO Grants vest ratably over four years, with the first tranche of each grant vesting 1 year from the respective grant date, subject to the recipient’s continued employment or service through the applicable vesting date

⁽⁴⁾

Calculated in accordance with FASB ASC Topic 718, using the assumptions to value such awards as reported in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. The grant date fair values of performance-based awards were calculated based on the probable outcome of performance measured at target levels at the time of the grant.

Narrative Explanation of Certain Aspects of Summary Compensation Table and Grants of Plan-Based Awards Table

Our executive compensation program consists of the following elements: (1) base salaries, (2) a Short-Term Incentive Program, pursuant to which executive officers are entitled to a performance-based cash bonus, and (3) a Long-Term Incentive Program, pursuant to which executive officers are entitled to equity awards, which will be both time-based and performance-based.

Amounts shown in the “Stock Awards” column of the Summary Compensation Table and awards disclosed in the Grants of Plan-Based Awards table may consist of RSAs or LTIP Units, depending on the executive’s election.

Recipients of time-based LTIP Units are entitled to distributions and allocations of profits and losses effective as of the effective date of the award. Recipients of performance-based LTIP Units will be entitled to receive distributions and allocations of profits and losses with respect to the performance-based LTIP Units as of the effective date of January 1 of the year of grant, in an amount equal to 10% of the distributions and allocations available on the maximum amount of LTIP Units that may be issued under an award, until the Distribution Participation Date (as defined in the operating partnership agreement). The remaining 90% of distributions will accrue and will be payable on the Distribution Participation Date based upon the performance level attained and number of performance-based LTIP Units that vest. Following the Distribution Participation Date, recipients will be entitled to receive the full amount of distributions and allocations of profits and losses with respect to the vested performance-based LTIP Units. LTIP Units are designed to qualify as “profits interests” in our operating partnership for federal income tax purposes, and as a result, initially they will not be treated as economically equivalent in value to a common unit, and the issuance of LTIP Units will not be a taxable event to our operating partnership or the recipient. If and when certain events occur pursuant to applicable tax regulations and in accordance with the operating partnership agreement, LTIP Units may become equivalent to common units of our operating partnership on a one-for-one basis.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding LTIP Units held by each of our NEOs as of December 31, 2025. The applicable vesting provisions are described in the footnote following the table. For a description of the acceleration of vesting provisions applicable to the LTIP Units held by our NEOs, please see the subsection titled “Severance Plan and Potential Payments Upon Termination or a Change of Control” below.


	Stock Awards
Name	Grant Date		Number of Shares or Units of Stock that Have Not Vested			Market Value of Shares or Units of Stock that Have Not Vested⁽⁴⁾			Number of Unearned Shares, Units or Other Rights that Have Not Vested			Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested⁽⁴⁾
H. Michael Schwartz		2/24/2023		11,965	⁽¹⁾		$	370,182		47,143	⁽⁵⁾		$	1,458,604
		3/7/2024		23,488	⁽²⁾		$	726,703		23,138	⁽⁶⁾		$	715,874
		3/17/2025		36,636	⁽³⁾		$	1,133,518		24,060	⁽⁷⁾		$	744,416
James R. Barry		2/24/2023		1,386	⁽¹⁾		$	42,867		5,459	⁽⁵⁾		$	168,901
		3/7/2024		2,720	⁽²⁾		$	84,157		2,679	⁽⁶⁾		$	82,888
		3/17/2025		4,243	⁽³⁾		$	131,271		2,786	⁽⁷⁾		$	86,199
		4/1/2025		19,895	⁽⁸⁾		$	615,551		—			$	—
		4/2/2025		9,424	⁽⁹⁾		$	291,579		—			$	—
Joe Robinson		2/24/2023		1,338	⁽¹⁾		$	41,405		5,273	⁽⁵⁾		$	163,147
		3/7/2024		2,627	⁽²⁾		$	81,279		2,588	⁽⁶⁾		$	80,073
		3/17/2025		4,098	⁽³⁾		$	126,792		2,691	⁽⁷⁾		$	83,260
		4/1/2025		19,895	⁽⁸⁾		$	615,551		—			$	—
		4/2/2025		9,424	⁽⁹⁾		$	291,579		—			$	—
Wayne Johnson		2/24/2023		976	⁽¹⁾		$	30,205		3,846	⁽⁵⁾		$	118,995
		3/7/2024		2,164	⁽²⁾		$	66,939		2,131	⁽⁶⁾		$	65,933
		3/17/2025		3,375	⁽³⁾		$	104,423		2,216	⁽⁷⁾		$	68,563
		4/1/2025		19,895	⁽⁸⁾		$	615,551		—

SEC Form DEF 14A filed by SmartStop Self Storage REIT Inc.