Strategic Storage Trust VI and SSGT III Merger: The October 26 Vote, a 1.0 Exchange Ratio, and No NAV for One Side

Who is merging with whom

Both companies are self-storage REITs sponsored by SmartStop Self Storage REIT (listed on the NYSE as SMA since April 2025; our SmartStop review covers the listed parent). SST VI is a public, non-traded REIT: it registered its offering with the SEC, files 10-Ks and 10-Qs, and sold several share classes to retail investors through brokers. SSGT III is private: it raised about $168.8 million from accredited investors in a private placement that began in 2022, and until this proxy statement its EDGAR file held nothing but four Form D notices.

The merger goes one way. SSGT III disappears into a subsidiary of SST VI, and SSGT III holders receive 1.0 share of SST VI Class A common stock for each share. SST VI keeps its name, its board and its officers. The combined company would own 37 self-storage facilities in 10 U.S. states and three Canadian provinces (about 29,415 units), interests in eight Canadian joint ventures, and stakes in three SmartStop DST programs. On the pro forma balance sheet in the proxy, SST VI's $513.8 million of assets and SSGT III's $413.1 million combine into about $1.02 billion.

For SSGT III holders: what you are being asked to decide

Source: proxy statement/prospectus, Form 424B3 (accession 0001193125-26-389383).

The hard part is that there is no SSGT III NAV in the document. SST VI's $10.00 is disclosed; SSGT III's estimated value per share is not. What the proxy does give is the work of KeyBanc Capital Markets, the financial adviser to SSGT III's special committee. Using, among other analyses, valuation multiples of publicly traded self-storage REITs, KeyBanc put SSGT III at $6.77 to $10.64 a share and SST VI at $6.82 to $10.64 a share, and concluded that its analysis supported the 1.0 ratio being "fair, from a financial perspective" to unaffiliated holders. Divide one range by the other and the implied ratio runs from 0.636x to 1.560x: the agreed 1.0x is inside, but so is almost anything.

The negotiation is on the record, and it is short:

Source: "Background of the Merger" and "Termination Payment and Expense Reimbursement", proxy statement/prospectus, Form 424B3 (accession 0001193125-26-389383).

A window-shop is weaker than a go-shop: SSGT III could consider an unsolicited offer but not go looking for one, and the proxy says KeyBanc "was not engaged to, nor did it, run a pre-signing process to seek alternative purchasers". The special committees were made of independent directors, and Mr. Schwartz, chief executive of both companies and chairman of both boards, sat on neither. But the counterparty, the manager, the property manager and the adviser on both sides all trace back to SmartStop. SSGT III's advisor agreed to "a reduced disposition fee of $2 million, to be paid in operating partnership units" for the merger. And KeyBanc disclosed that from January 1, 2024 through July 13, 2026 it and its affiliates "received aggregate compensation of approximately $12.4 million" from SmartStop for other banking work, and that KeyBank is administrative agent on SmartStop's revolving credit facility.

What you would be swapping into

This is the part of the proxy an SSGT III holder has the least reason to have read before: SST VI's own filings.

Source: SST VI consolidated balance sheets reproduced in the proxy statement/prospectus (accession 0001193125-26-389383).

Negative equity does not mean the properties are worth less than the debt: the book value of a REIT's real estate is depreciated cost, and the equity line is also reduced by distributions and by preferred stock and redeemable interests carried outside it. It does mean that SST VI's common stockholders sit behind a lot. On May 1, 2023 SST VI sold $150 million of Series B Convertible Preferred Stock to Extra Space Storage (NYSE: EXR); it also has Series E preferred and Series D preferred units. SSGT III's own $100 million of Series A preferred, also held by Extra Space, will be replaced by new Series G preferred in SST VI. The proxy says the Series B, D, E and G "rank senior to all classes or series of SST VI Common Stock".

The exits are narrow. SST VI's board suspended its share redemption program effective September 6, 2025, except for death, long-term care, qualifying disability or bankruptcy, and it "shall remain suspended" until the board decides otherwise. The proxy warns that there "may never be" a public market for SST VI shares and that SST VI's charter "does not require it to pursue a liquidity transaction at any time". Its NAV is struck once a year: $10.00 as of March 31, 2024 and $10.00 again as of September 30, 2025, approved March 20, 2026. The proxy also cautions that in a later liquidity event the market value of the combined company's shares "may be significantly lower than the latest published estimated net asset value per share of SST VI".

For SST VI holders

You do not vote. After the merger your shares would be about 59% of a company roughly twice the size, with more debt, more preferred stock ahead of you (the new Series G) and the same suspended redemption program. SST VI's committee got its own fairness opinion, from Stanger, that the transaction was "fair, from a financial point of view, to SST VI"; the proxy does not give Stanger's value ranges. The question for you is the same exchange ratio from the other side: whether 17.4 million new Class A shares buy $10.00 a share of SSGT III's net assets. KeyBanc's low value for SSGT III was $6.77.

If you hold SSGT III: how to think about the vote

• Voting no is not a way to cash out. If the merger fails you keep SSGT III shares with no listing, and SSGT III may owe SST VI a termination payment in some circumstances. If it passes you hold SST VI shares with no listing and suspended redemptions. Neither path gives you liquidity in 2026.
• The 1.0 ratio is a relative price. It says an SSGT III share is worth the same as an SST VI share, whose NAV is $10.00 as of September 2025. KeyBanc's work supports a range far wider than that.
• The payout rises from $0.50 to $0.62, but the proxy says future distributions are not guaranteed and SST VI "has paid, and may continue to pay, distributions from sources other than cash flow from operations".
• Read pages 116-145 of the proxy (background, reasons, KeyBanc's analyses, projections) before returning the card. If this is a large part of your savings or of an IRA, an advisor who does not sell non-traded REITs can read it with you; for how other sponsors' mergers and tender offers have treated holders, see our non-traded REIT tender offer tracker and redemption status tracker.

FAQ

All figures are from the filings cited, read on EDGAR on September 28, 2026. The combined total assets and the reading of the exchange-ratio range are our arithmetic and interpretation. This is analysis of public documents, not investment, legal or tax advice.