UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2025

Strategic Storage Trust VI, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-56545	85-3494431
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10 Terrace Road, Ladera Ranch, California 92694

(Address of principal executive offices, including zip code)

(877) 327-3485

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01. Entry into a Material Definitive Agreement.

Series E Preferred Offering

On September 30, 2025, Strategic Storage Trust VI, Inc., a Maryland corporation (the “Company”), commenced a private offering of up to $75.0 million (expandable up to $100.0 million in the sole discretion of the Company’s board of directors (the “Board”)) in shares of the Company’s Series E Redeemable 8% Preferred Stock, $0.001 par value per share (the “Series E Preferred Stock”), at an offering price of $10.00 per share (the “Preferred Offering”), pursuant to the Confidential Private Placement Memorandum dated September 30, 2025 (the “Memorandum”). The Preferred Offering will terminate on September 30, 2026, unless extended by the Board, in its sole discretion.

The Company intends to use the net proceeds from the Preferred Offering to pay down debt and further invest in income-producing and growth self storage properties and related self storage real estate investments.

Terms of the Series E Preferred Stock

The terms of the Series E Preferred Stock, including the preferences, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption and repurchase, are set forth in the articles supplementary for the Series E Preferred Stock (the “Articles Supplementary”), which are described in more detail below:

Rank: With respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the Series E Preferred Stock ranks senior to all classes of the Company’s common stock, including the Class A common stock, Class P common stock, Class T common stock, Class W common stock, Class Y common stock, and Class Z common stock of the Company (collectively, the “Common Stock”); on parity with all other preferred equity securities issued by the Company from time to time, the terms of which provide that such securities rank on parity with the Series E Preferred Stock; and junior to the preferred equity securities issued by the Company from time to time, the terms of which expressly provide that it will rank senior to the Series E Preferred Stock, including the Company’s Series B Convertible Preferred Stock (the “Senior Stock”), and subject to payment of or provision for our corporate debts and other liabilities.

Dividends: Dividends payable on each share of Series E Preferred Stock will initially be equal to a rate of 8.0% per annum. The Company intends to pay dividends on the Series E Preferred Stock on a monthly basis. Dividends payable on the Series E Preferred Stock will accrue and be paid on the basis of a 360-day year consisting of twelve 30-day months and will accrue whether or not (i) the Company has earnings, (ii) there are funds legally available for the payment of such dividends, and (iii) such dividends are authorized by the Board or declared by the Company.

Liquidation: Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series E Preferred Stock then outstanding will be entitled to be paid out of the Company’s assets legally available for distribution to its stockholders, after payment or provision for the Company’s corporate debts, liquidating distributions to the holders of all of our Senior Stock and other liabilities, a liquidation preference equal to $10.00 per share, subject to appropriate adjustment in relation to any recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or other similar events which affect the Series E Preferred Stock (the “Liquidation Preference”), plus an amount equal to accrued but unpaid cash dividends thereon, if any, to but not including the date of payment, pari passu with the holders of shares of any other class or series of the Company’s capital stock ranking on parity with the Series E Preferred Stock as to the Liquidation Preference and/or accrued but unpaid dividends they are entitled to receive.

Optional Redemption by Holder: Beginning on the day after the first anniversary of the original issue date of the shares of Series E Preferred Stock to be redeemed, holders will have the right to require the Company to redeem shares of Series E Preferred Stock at a redemption price equal to the Liquidation Preference less a redemption fee, plus an amount equal to any accrued but unpaid cash dividends thereon. The amount of the redemption fee will depend on how long the holder has held the shares of Series E Preferred Stock to be redeemed and range from 10.0% to 0.0% of the Liquidation Preference, as further detailed in the Articles Supplementary. Aggregate optional redemptions by holders of the Series E Preferred Stock will be subject to a

redemption limit such that no more than 5% of the weighted average number of outstanding Series E Preferred Stock during the prior calendar year will be redeemed per fiscal year.

The Company will redeem shares of Series E Preferred Stock held by a natural person upon his or her death or qualifying disability, including shares held through a revocable grantor trust, or an individual retirement account or other retirement or profit-sharing plan, upon notice from (i) in the case of the death of a holder, the holder’s estate, the recipient of such shares through bequest or inheritance, or, with respect to shares held through a revocable grantor trust, the trustee of such trust, or (ii) in the case of the disability of a holder, the holder or the holder’s legal representative. Such notice must be received within one year after the death or qualifying disability of the holder, but no sooner than the day following the first anniversary of the original issue date of the Series E Preferred Stock to be redeemed. If the holder is not a natural person, such as a trust (other than a revocable grantor trust) or other legal entity, the right of redemption upon the death or qualifying disability of a beneficiary of such trust or the holder of an ownership interest in such other entity will be subject to the approval of the Board, in its sole discretion. The Company will redeem such shares at a redemption price equal to 100% of the Liquidation Preference, in each case, plus an amount equal to any accrued but unpaid cash dividends thereon.

The Company’s ability to redeem shares of Series E Preferred Stock in cash may be limited to the extent that it does not have sufficient funds available to fund such cash redemption.

Optional Redemption by the Company: Upon the earlier of (i) the Company’s common stock being listed or admitted to trading on the New York Stock Exchange or another national securities exchange or automated quotation system, or (ii) the third anniversary of the commencement date of the Preferred Offering, the Company will have the right to redeem all or some portion of the outstanding shares of Series E Preferred Stock at a redemption price equal to 100% of the Liquidation Preference, plus an amount equal to any accrued but unpaid cash dividends thereon. Additionally, upon the occurrence of a Change of Control (as defined in the Articles Supplementary), the Company will have the right to redeem all or some portion of the outstanding shares of Series E Preferred Stock, on a date that the Company specifies prior to the closing of such Change of Control, in cash at a redemption price equal to 100% of the Liquidation Preference, plus an amount equal to any accrued but unpaid cash dividends thereon.

Voting Rights: The holders of Series E Preferred Stock are not entitled to vote on any matter submitted to a vote of the stockholders of the Company.

The foregoing description of the Series E Preferred Stock and the Articles Supplementary is a summary and is qualified in its entirety by the terms of the Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Managing Dealer Agreement

On September 30, 2025, in connection with the commencement of the Preferred Offering, the Company entered into that certain managing dealer agreement (the “Managing Dealer Agreement”), by and between the Company and Orchard Securities, LLC, a Utah limited liability company (“Orchard”), pursuant to which Orchard has agreed to act as the Company’s managing dealer in connection with the Preferred Offering. Pursuant to the Managing Dealer Agreement, Orchard will receive sales commissions equal to 6.0% of the gross offering proceeds from the Preferred Offering, all or a portion of which may be re-allowed to soliciting dealers, and managing dealer fees equal to 3.50% of the gross offering proceeds from the Preferred Offering, all or a portion of which may be re-allowed to soliciting dealers. The Company’s sponsor will also pay Orchard 0.15% of the aggregate amount sold in the Preferred Offering per annum not to exceed an aggregate amount of $550,000; provided, however, if the Company enters into an extraordinary transaction (as defined in the Memorandum) or lists its common stock on a national exchange and Orchard has not received $550,000, then such amount will equal $550,000 regardless of the amount sold in the Preferred Offering. The Managing Dealer Agreement will terminate upon the termination of the Preferred Offering, unless terminated earlier by either party upon 30 days’ written notice to the other party.

The foregoing summary of the material terms of the Managing Dealer Agreement is qualified in its entirety by reference to the Managing Dealer Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Amendment No. 6 to the Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership VI, L.P.

In connection with the Preferred Offering and the filing of the Articles Supplementary, the Company and Strategic Storage Operating Partnership VI, L.P., a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), entered into Amendment No. 6 to the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “OP Agreement Amendment”), which amended the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership to create Series E Preferred Units having economic terms and designations, powers, preferences, rights and restrictions that are substantially similar to the Series E Preferred Stock.

The foregoing summary of the OP Agreement Amendment is qualified in its entirety by reference to the OP Agreement Amendment, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 above, under the heading “Series E Preferred Offering,” is incorporated herein by reference. The Preferred Offering is not registered under the Securities Act of 1933, as amended (the “Securities Act”), and is being made pursuant to the exemption provided by Rule 506(c) of Regulation D promulgated under the Securities Act. The Shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 3.03. Material Modifications to Rights of Security Holders.

The disclosure set forth in Item 1.01 above under various headings, with respect to the Articles Supplementary and the terms of the Series E Preferred Stock, is incorporated herein by reference. The descriptions of the Articles Supplementary and the Series E Preferred Stock are qualified in their entirety by reference to the Articles Supplementary, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

The disclosure set forth in Item 1.01 above under various headings, with respect to the Articles Supplementary and the terms of the Series E Preferred Stock, is incorporated herein by reference. On September 30, 2025, the Company filed the Articles Supplementary with the State Department of Assessments and Taxation of Maryland setting forth the preferences, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption and repurchase of the Series E Preferred Stock.

The descriptions of the Articles Supplementary and the Series E Preferred Stock are qualified in their entirety by reference to the Articles Supplementary, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 6, 2025, the Company issued a press release announcing the commencement of the Preferred Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

Pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, the information in this Item 8.01 disclosure, including Exhibit 99.1 and the information set forth therein, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Articles Supplementary for Series E Preferred Stock

10.1 Managing Dealer Agreement by and between Strategic Storage Trust VI, Inc. and Orchard Securities, LLC

10.2 Amendment No. 6 to Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership VI, L.P.

99.1 Press Release dated October 6, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STRATEGIC STORAGE TRUST VI, INC.
Date: October 6, 2025	By: /s/ Matt F. Lopez
	Matt F. Lopez
	Chief Financial Officer and Treasurer

EX-3.1

Exhibit 3.1

ARTICLES SUPPLEMENTARY

STRATEGIC STORAGE TRUST VI, INC.

Series E REDEEMABLE 8% Preferred Stock

Strategic Storage Trust VI, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under the power contained in Sections 5.3 and 5.4 of Article V of the charter of the Corporation (the “Charter”), by duly adopted resolutions, the board of directors of the Corporation (the “Board”) classified and designated 10,000,000 authorized but unissued shares of the Corporation’s preferred stock, $0.001 par value per share (the “Preferred Stock”) as the “Series E Redeemable 8% Preferred Stock” and fixed the preferences, and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of such Series E Redeemable 8% Preferred Stock. Unless otherwise defined below, capitalized terms used below have the meanings given to them in the Charter.

SECOND: Subject in all cases to the provisions of Article V of the Charter, the Series E Redeemable 8% Preferred Stock shall have the following preferences, and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption:

Designation and Number. There shall be a series of Preferred Stock designated as the “Series E Redeemable 8% Preferred Stock” (the “Series E Preferred Stock”). The number of authorized shares of Series E Preferred Stock is 10,000,000.
Rank. The Series E Preferred Stock will, with respect to dividends and distribution rights and rights upon liquidation, dissolution or winding up of the Corporation, rank senior to the Common Stock and, subject to the voting rights in Section 8 below, to any other class or series of non-preferred equity securities of the Corporation now or hereafter issued and outstanding (collectively, the “Junior Securities”). The Series E Preferred Stock will have parity with all other preferred equity securities issued by the Corporation from time to time the terms of which provide that such securities rank on parity with the Series E Preferred Stock, with respect to dividend and redemption rights and rights upon liquidation, dissolution or winding up of the Corporation (the “Parity Stock”). The Series E Preferred Stock will be junior to any equity securities issued by the Corporation from time to time the terms of which provide that such securities rank senior to the Series E Preferred Stock with respect to dividend and redemption rights and rights upon liquidation, dissolution or winding up of the Corporation, including the Series B Convertible Preferred Stock (the “Senior Stock”).
Dividends.
Each holder of the then outstanding shares of Series E Preferred Stock shall be entitled to receive, when and as authorized by the Board, out of funds legally available for the payment of dividends, cumulative preferential cash dividends at the rate of 8.0% per annum of the Liquidation Preference (as defined herein) plus an amount equal to all accumulated and unpaid dividends thereon for Series E Preferred Stock. Such dividends, if available, will be payable monthly on the 12th day of each month (or if such payment date is not a business day, on the immediately succeeding business day, with the same force and effect as if made on such date). Each calendar month (beginning with the first
day of each month and ending on the day preceding the first day of the next succeeding month) will be deemed a “Series E Cash Dividend Period.” Holders of record are determined on the 25th day of each month (or if such date is not a business day, on the immediately preceding business day, with the same force and effect as if made on such date) (the “Record Date”). Dividends payable on any share of Series E Preferred Stock that is issued on or prior to the Record Date for the Series E Cash Dividend Period in which such share is issued shall begin accruing on, and be cumulative from and including, the date upon which such share is issued. Dividends payable on any share of Series E Preferred Stock that is issued after the Record Date for the Series E Cash Dividend Period in which such share is issued shall begin accruing on, and be cumulative from and including, the first day of the first Series E Cash Dividend Period commencing after its issuance. Dividends on each share of Series E Preferred Stock shall accrue on a daily basis and be cumulative commencing from the first day of the Series E Cash Dividend Period for which dividends on such shares become payable as established herein. All dividends payable on the Series E Preferred Stock will accrue and be paid on the basis of a 360-day year consisting of twelve 30-day months.
Dividends on the Series E Preferred Stock will accrue whether or not (i) the Corporation has earnings, (ii) there are funds legally available for the payment of such dividends and (iii) such dividends are authorized by the Board or declared by the Corporation. Accrued dividends on the Series E Preferred Stock will not bear interest.
Holders of shares of Series E Preferred Stock are not entitled to any dividend in excess of full dividends on shares of the Series E Preferred Stock. Unless full dividends on shares of the Series E Preferred Stock for all past Series E Cash Dividend Periods that have ended have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof in full is set apart for payment, the Corporation will not declare and pay or declare and set apart for payment dividends or declare and make any other distribution of cash or other property, directly or indirectly, on or with respect to, any shares of Common Stock, or any class or series of Junior Stock or Parity Stock (other than dividends or distributions paid in shares of Junior Stock or options, warrants or rights to purchase such shares) for any period, nor redeem, purchase or otherwise acquire for any consideration, or pay or make available any monies for a sinking fund for the redemption of, any Common Stock or any class or series of Junior Stock (except (i) by conversion into or exchange for other Junior Securities, (ii) by redemption, purchase or other acquisition of Common Stock or such Junior Securities made for purposes of an incentive, benefit, share redemption program or share purchase plan of the Corporation or any of its direct or indirect subsidiaries, (iii) for transfers, redemptions or purchases made pursuant to the provisions of Article VI of the Charter and (iv) as otherwise required to preserve the Corporation’s REIT qualification).
To the extent necessary to preserve the Corporation’s status as a REIT, nothing in Section 3(c) above will prohibit declaring or paying or setting apart for payment any dividend or other distribution on the Common Stock or any class or series of Junior Stock or Parity Stock for any period.
When cumulative dividends are not paid in full (or a sum sufficient for such full payment is not set apart) upon the Series E Preferred Stock and the shares of any class or series of Parity Stock, all dividends declared upon the Series E Preferred Stock and any class or series of Parity Stock will be declared pro rata so that the amount of dividends declared per share of Series E Preferred Stock and such class or series of Parity Stock will in all
cases bear to each other the same ratio that accumulated dividends per share on the Series E Preferred Stock and such class or series of Parity Stock (which will not include any accrual in respect of unpaid dividends for prior dividend periods if such Parity Stock does not have a cumulative dividend) bear to each other.
Any dividend payment made on the Series E Preferred Stock may be made via check or electronic payment. Permissible forms of electronic payment pursuant to this paragraph shall include, without limitation, Automated Clearing House (“ACH”) transfers, direct deposits or wire transfers.
In determining whether a distribution (other than upon voluntary or involuntary liquidation), by distribution, redemption or other acquisition of the Corporation’s equity securities is permitted under Maryland law, no effect shall be given to amounts that would be needed, if the Corporation was to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights on dissolution are superior to those receiving the distribution.
If, for any taxable year, the Corporation elects to designate as “capital gain dividends” (as defined in Section 857 of the Code (as defined in the Charter)) any portion (the “Capital Gains Amount”) of the dividends (as determined for U.S. federal income tax purposes) paid or made available for the year to holders of all classes and series of shares of stock of the Corporation (the “Total Dividends”), then the portion of the Capital Gains Amount that will be allocable to the holders of Series E Preferred Stock will be the amount that the total dividends (as determined for U.S. federal income tax purposes) paid or made available to the holders of the Series E Preferred Stock for the year bears to the Total Dividends. The Corporation may elect to retain and pay income tax on its net long-term capital gains. In such a case, the holders of Series E Preferred Stock would include in income their appropriate share of the Corporation’s undistributed long-term capital gains, as designated by the Corporation.
Holders of shares of Series E Preferred Stock are not eligible to participate in any future distribution reinvestment plan for the Common Stock solely by virtue of their status as holders of Series E Preferred Stock.
Liquidation Preference.
Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation (each a “Liquidation Event”), before any distribution or payment will be made to holders of the Common Stock or any other class or series of Junior Stock, the holders of shares of Series E Preferred Stock then outstanding will be entitled to be paid out of the assets legally available for distribution to the Corporation’s stockholders, after payment or provision for corporate debts, liquidating distributions to the holders of all outstanding Senior Stock, and other liabilities, an amount per share (the “Liquidation Preference”) equal to $10.00, subject to appropriate adjustment in relation to any recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or other similar events which affect the Series E Preferred Stock, plus an amount equal to accrued but unpaid cash dividends thereon, if any, to but not including the date of payment, pari passu with the holders of shares of any other class or series of Parity Stock.
If the assets of the Corporation legally available for distribution to stockholders are insufficient to pay in full the liquidating distributions on all outstanding shares of Series
E Preferred Stock and the corresponding amounts payable on all outstanding shares of any class or series of Parity Stock, then all assets distributed to the holders of the Series E Preferred Stock and any class or series of Parity Stock will be distributed pro rata so that the amount of assets distributed per share of Series E Preferred Stock and such class or series of Parity Stock will in all cases bear to each other the same ratio that the liquidating distributions per share on the Series E Preferred Stock and such class or series of Parity Stock bear to each other.
After payment of the full amount of the liquidating distributions to which they are entitled, the holders of shares of the Series E Preferred Stock will have no right or claim to any remaining assets. The Corporation’s consolidation or merger with or into another entity, the consolidation or merger of another entity with or into the Corporation, a statutory share exchange by the Corporation or a sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or business will not be deemed to constitute a liquidation, dissolution or winding-up of the Corporation’s affairs.
Redemption and Repurchase.
Redemption at Option of Holders

(i) Beginning on the day following the first anniversary of the original issue date of the Series E Preferred Stock to be redeemed (“Original Issue Date”), holders will have the right to require the Corporation to redeem shares of Series E Preferred Stock at a redemption price equal to the Liquidation Preference less a redemption fee calculated thereon, plus an amount equal to accrued but unpaid cash dividends thereon, if any, to but not including the date of redemption.

The redemption fee will be equal to:

Beginning on the day following the first anniversary of the Original Issue Date: 10.0% of the Liquidation Preference
Beginning on the day following the second anniversary of the Original Issue Date: 7.5% of the Liquidation Preference
Beginning on the day following the third anniversary of the Original Issue Date: 5.0% of the Liquidation Preference
Beginning on the day following the fourth anniversary of the Original Issue Date: 0% of the Liquidation Preference.

(ii) If a redemption date for a redemption at the option of the holder falls after a Record Date and prior to the corresponding dividend payment date, each holder of record of Series E Preferred Stock at the close of business on such Record Date will be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares on or prior to such dividend payment date, and each holder of Series E Preferred Stock that will be redeemed at the option of the holder will be entitled to an amount equal to the dividends accruing after the end of the Series E Cash Dividend Period to which such dividend payment date relates, up to but not including, the redemption date.

(iii) If a holder of Series E Preferred Stock causes the Corporation to redeem such shares of Series E Preferred Stock pursuant to a redemption at their option and the Common Stock is listed or admitted to trading on the New York Stock Exchange (the “NYSE”) or another national securities exchange or automated quotation system, the Corporation will have the right, in

the Corporation’s sole discretion, to pay the redemption price in cash or in equal value of shares of Common Stock, based on the closing price per share of the Common Stock for the single trading day prior to the date of redemption.

(iv) The Corporation’s ability to redeem shares of Series E Preferred Stock in cash may be limited to the extent that the Corporation does not have sufficient funds available to fund such cash redemption. Further, the Corporation’s obligation to redeem any of the shares of Series E Preferred Stock submitted for redemption in cash may be restricted by Maryland law. No redemptions of shares of Series E Preferred Stock will be made at such time as the terms and provisions of any agreement to which the Corporation is a party prohibits such redemption or provides that such redemption would constitute a breach thereof or a default thereunder.

(v) In addition, aggregate redemptions at the option of holders of the Series E Preferred Stock will be subject to the following redemption limit: until the fourth anniversary of the date of commencement of the offering of shares of Series E Preferred Stock (the “Offering Commencement Date”), no more than 5% of the weighted average number of outstanding shares of Series D Preferred Stock during the prior calendar year will be redeemed per fiscal year.

(vi) Redemptions pursuant to an optional redemption by the Corporation or in connection with a Change of Control (described below) will not count toward the 5% limit applied to redemptions at the option of holders of the Series E Preferred Stock. Optional redemptions following death or qualifying disability of a holder (described below) will count toward the 5% limit and will be subject to such limit.

(vii) If, after applying these redemption limits, a holder would own less than one share of Series E Preferred Stock, all of such holder’s shares of Series E Preferred Stock will be redeemed. Otherwise, all redemption amounts will be rounded down such that after giving effect to any redemption, no holder is left owning a fractional share. For example, if after applying the redemption limits, a holder would own 2.5 shares, the Corporation will redeem 0.5 fewer shares from such holder so that the holder is left owning three shares. If, after applying these redemption limits, the number of shares of Series E Preferred Stock to be redeemed is less than the number of shares of Series E Preferred Stock submitted for redemption by a holder, the excess shares of Series E Preferred Stock will remain subject to redemption in future periods until the earlier of (i) the redemption of all shares of Series E Preferred Stock submitted by such holder for redemption or (ii) the delivery by such holder to the Corporation of a written notice of withdrawal stating the number of withdrawn shares of Series E Preferred Stock and the number of shares of Series E Preferred Stock, if any, which remain subject to redemption.

(viii) Redemption of the Series E Preferred Stock will be made at the option of the holder upon delivery by the holder of a duly completed notice to the Corporation’s transfer agent, which will be irrevocable except upon the Corporation’s written consent. The redemption date for shares to be redeemed at the option of a holder will be on the last business day of the month following the end of each quarter. Requests for redemption would have to be received by the Corporation on or prior to the end of a quarter in order to be redeemed as of the end of the following month. Holders of Series E Preferred Stock may withdraw the request to have such shares redeemed at any time prior to the last day of the applicable quarter or as set forth below.

Optional Redemption Following Death or Qualifying Disability of a Holder

(i) Subject to restrictions set forth above and below, the Corporation will redeem, beginning on the day following the first anniversary of the Original Issue Date, shares of

Series E Preferred Stock held by a natural person upon his or her death or upon his or her suffering a qualifying disability, including shares held through a revocable grantor trust, or an IRA or other retirement or profit-sharing plan, upon notice received (A) in the case of the death of a holder, as set forth in Section 5(b)(iii)(C) below or (B) in the case of the disability of a holder, from the holder or the holder’s legal representative. If spouses are joint registered holders of shares of Series E Preferred Stock, the notice to redeem such shares may be given upon the death or qualifying disability of either spouse. If the holder is not a natural person, such as a trust (other than a revocable grantor trust) or a partnership, corporation or similar legal entity, the right of redemption upon the death or qualifying disability of a beneficiary of such trust or the holder of an ownership interest in such partnership, corporation or similar legal entity will be subject to the approval of the Board in its sole discretion. Beginning on the day following the first anniversary of the Original Issue Date, the Corporation will redeem such shares at a redemption price equal to 100% of the Liquidation Preference, in each case, plus an amount equal to accrued but unpaid cash dividends thereon, if any, to but not including the date of redemption.

(ii) If a redemption date for a redemption in connection with an optional redemption following death or qualifying disability of a holder falls after a Record Date and prior to the corresponding dividend payment date, each holder of record of Series E Preferred Stock at the close of business on such Record Date will be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares on or prior to such dividend payment date, and each holder of Series E Preferred Stock that will be redeemed in connection with an optional redemption following death or qualifying disability of a holder will be entitled to an amount equal to the dividends accruing after the end of the Series E Cash Dividend Period to which such dividend payment date relates, up to but not including, the redemption date.

(iii) In order for the Corporation to redeem shares of Series E Preferred Stock upon the death or qualifying disability of a holder thereof, the following conditions must be met: (A) the deceased or disabled holder must be the sole holder of the shares of Series E Preferred Stock to be redeemed or the beneficiary of a trust or an IRA or other retirement or profit-sharing plan that is a holder or, in the case of shares of Series E Preferred Stock owned by spouses who are joint registered holders (or holders by tenants in the entirety), one of the joint holders; (B) the redemption notice must be received by the Corporation within one year after the death or qualifying disability of the holder, but no sooner than the day following the first anniversary of the Original Issue Date; (C) the redemption notice must be given by (1) in the case of the death of a holder, the holder’s estate or a recipient of the shares of Series E Preferred Stock through bequest or inheritance, (2) in the case of the death of a beneficiary of a trust, the trustee of the trust, who will have the sole ability to give notice on behalf of the trust, or (3) in the case of the death of a holder of shares of Series E Preferred Stock owned by spouses who are joint registered holders (or holders by tenants in the entirety), the surviving spouse; and (D) in the case of the qualifying disability of a holder, (1) a determination of disability based upon a physical or mental condition or impairment must be made by the U.S. governmental agency (“U.S. governmental agency” is limited to (a) the Social Security Administration; (b) the U.S. Office of Personnel Management; or (c) the Veteran’s Benefits Administration) responsible for reviewing the disability retirement benefits that the holder could be eligible to receive, (2) the condition causing the disability will have occurred after the date that the holder became a holder of shares of Series E Preferred Stock and (3) the condition causing the disability will have occurred before the holder reached full retirement age, which is the age at which workers can claim full Social Security retired-worker benefits. The Corporation may in its discretion request from the holder, and the holder must promptly provide, reasonable documentation supporting the satisfaction of the foregoing conditions.

(iv) If a holder of Series E Preferred Stock causes the Corporation to redeem such shares of Series E Preferred Stock pursuant to an optional redemption following death or qualifying disability and the Common Stock is listed or admitted to trading on the NYSE or another national securities exchange or automated quotation system, the Corporation will have the right, in the Corporation’s sole discretion, to pay the redemption price in cash or in equal value of shares of Common Stock, based on the closing price per share of Common Stock for the single trading day prior to the date of redemption.

(v) The Corporation’s ability to redeem shares of Series E Preferred Stock in cash may be limited to the extent that the Corporation does not have sufficient funds available to fund such cash redemption. Further, the Corporation’s obligation to redeem any of the shares of Series E Preferred Stock submitted for redemption in cash may be restricted by Maryland law. No redemptions of shares of Series E Preferred Stock will be made at such time as the terms and provisions of any agreement to which the Corporation are a party prohibits such redemption or provides that such redemption would constitute a breach thereof or a default thereunder.

(vi) Redemption of the Series E Preferred Stock will be made following death or qualifying disability upon delivery by the holder of a duly completed notice to the Corporation in compliance with the requirements above, which notice will be irrevocable except upon the Corporation’s written consent or as set forth below. The redemption date for shares to be redeemed at the option of a holder following death or qualifying disability will be on the last business day of the month following the end of each quarter. Requests for redemption would have to be received by the Corporation on or prior to the end of a quarter in order to be redeemed as of the end of the following month. Holders of Series E Preferred Stock may withdraw the request to have such shares redeemed at any time prior to the last day of the applicable quarter.

Optional Redemption by the Corporation

(i) Upon the earlier of (A) the Common Stock being listed or admitted to trading on the NYSE or another national securities exchange or automated quotation system and (B) the day following the third anniversary of the Offering Commencement Date, the Corporation will have the right (but not the obligation) to redeem all or some portion of outstanding shares of Series E Preferred Stock at a redemption price equal to 100% of the Liquidation Preference, plus an amount equal to accrued but unpaid cash dividends thereon, if any, to but not including the date of redemption. If the Corporation chooses to redeem any shares of Series E Preferred Stock and the Common Stock is listed or admitted to trading on the NYSE or another national securities exchange or automated quotation system, the Corporation will have the right, in its sole discretion, to pay the redemption price in cash or in equal value of shares of Common Stock, based on the closing price per share of Common Stock for the single trading day prior to the date of redemption. Any such redemption may be made conditional on such factors as may be determined by the Board and as set forth in the notice of redemption.

(ii) If fewer than all of the outstanding shares of Series E Preferred Stock are to be redeemed pursuant to the Corporation’s redemption right, the shares of Series E Preferred Stock to be redeemed will be redeemed pro rata (as nearly as may be practicable without creating fractional shares), by lot or by any other equitable method that the Corporation determines. If such redemption is to be by lot and, as a result of such redemption, any holder of shares of Series E Preferred Stock, other than a holder of shares of Series E Preferred Stock that has received an exemption, would become a holder of a number of shares of Series E Preferred Stock in excess of the Aggregate Stock Ownership Limit (as defined in the Charter) because such holder’s shares of Series E Preferred Stock were not redeemed, or were only redeemed in part, then, except as

otherwise provided in the Charter, the Corporation will redeem the requisite number of shares of Series E Preferred Stock of such holder such that no holder will hold a number of shares in excess of the Aggregate Stock Ownership Limit subsequent to such redemption.

(iii) Unless full cumulative dividends on all shares of Series E Preferred Stock for all past Series E Cash Dividend Periods that have ended will have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment, (A) no shares of Series E Preferred Stock will be redeemed at the option of the Corporation unless all outstanding shares of Series E Preferred Stock are simultaneously redeemed, and (B) the Corporation will not purchase or otherwise acquire directly or indirectly for any consideration, nor will any monies be paid to or be made available for a sinking fund for the redemption of, any shares of Series E Preferred Stock; provided, however, that the foregoing will not prevent the redemption or purchase by the Corporation of shares of Series E Preferred Stock pursuant to the Charter or otherwise in order to ensure that the Corporation remains qualified as a REIT for U.S. federal income tax purposes or the purchase or acquisition of shares of Series E Preferred Stock pursuant to a purchase or exchange offer made on the same terms to all holders of Series E Preferred Stock.

(iv) If a redemption date for a redemption at the option of the Corporation falls after a Record Date and prior to the corresponding dividend payment date, each holder of record of Series E Preferred Stock at the close of business on such Record Date will be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares on or prior to such dividend payment date, and each holder of Series E Preferred Stock that will be redeemed at the option of the Corporation will be entitled to an amount equal to the dividends accruing after the end of the Series E Cash Dividend Period to which such dividend payment date relates, up to but not including, the redemption date.

(v) Notwithstanding the foregoing, at any time the Corporation may redeem or purchase shares of Series E Preferred Stock to ensure that the Corporation continues to meet the requirements for qualification as a REIT pursuant to the Charter. If the Corporation calls for redemption of any shares of Series E Preferred Stock pursuant to and in accordance with the Charter, then the redemption price will be an amount equal to the Liquidation Preference per share, plus an amount equal to accrued but unpaid cash dividends on the Series E Preferred Stock, if any, to but not including the date of redemption, subject to any restrictions or limitations contained in the Charter. The Corporation will not be required to provide advanced notice to the holder of Series E Preferred Stock in the event such holder’s Series E Preferred Stock is redeemed in order for the Corporation to qualify or maintain the Corporation’s qualification as a REIT for U.S. federal income tax purposes.

Change of Control Redemption by the Corporation

(i) Upon the occurrence of a Change of Control (as defined below), the Corporation will have the right (but not the obligation) to redeem all or some portion of outstanding shares of Series E Preferred Stock, on a date that the Corporation specifies prior to the date of a Change of Control occurs, in cash at a redemption price equal to 100% of the Liquidation Preference, plus an amount equal to accrued but unpaid cash dividends thereon, if any, to but not including the date of redemption. Any such redemption may be made conditional on such factors as may be determined by the Board and as set forth in the notice of redemption. A “Change of Control” means the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition

transactions of shares of the Corporation’s capital stock entitling that person to exercise more than 50% of the total voting power of all shares of the Corporation’s capital stock entitled to vote generally in elections of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition).

(ii) If fewer than all of the outstanding shares of Series E Preferred Stock are to be redeemed pursuant to the Corporation’s redemption right, the shares of Series E Preferred Stock to be redeemed will be redeemed pro rata (as nearly as may be practicable without creating fractional shares), by lot or by any other equitable method that the Corporation determines. If such redemption is to be by lot and, as a result of such redemption, any holder of shares of Series E Preferred Stock, other than a holder of shares of Series E Preferred Stock that has received an exemption, would become a holder of a number of shares of Series E Preferred Stock in excess of the Aggregate Stock Ownership Limit because such holder’s shares of Series E Preferred Stock were not redeemed, or were only redeemed in part, then, except as otherwise provided in the Charter, the Corporation will redeem the requisite number of shares of Series E Preferred Stock of such holder such that no holder will hold a number of shares in excess of the Aggregate Stock Ownership Limit subsequent to such redemption.

(iv) If a redemption date for a redemption at the Corporation’s option in connection with a Change of Control falls after a Record Date and prior to the corresponding dividend payment date, each holder of record of Series E Preferred Stock at the close of business on such Record Date will be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares on or prior to such dividend payment date, and each holder of Series E Preferred Stock that will be redeemed at the Corporation’s option in connection with a Change of Control will be entitled to an amount equal to the dividends accruing after the end of the Series E Cash Dividend Period to which such dividend payment date relates, up to but not including, the redemption date.

(v) Notwithstanding the foregoing, at any time the Corporation may redeem or purchase shares of Series E Preferred Stock to ensure that the Corporation continues to meet the requirements for qualification as a REIT pursuant to the Charter. If the Corporation calls for redemption of any shares of Series E Preferred Stock pursuant to and in accordance with the Charter, then the redemption price will be an amount equal to the Liquidation Preference per share, plus an amount equal to accrued but unpaid cash dividends on the Series E Preferred Stock, if any, to but not including the date of redemption, subject to any restrictions or limitations contained in the Charter. The Corporation will not be required to provide advanced notice to the holder of Series E Preferred Stock in the event such holder’s Series E Preferred Stock is redeemed in order for the Corporation to qualify or maintain its qualification as a REIT for U.S. federal income tax purposes.

Corporation’s Notice of Redemption. If the Corporation elects to redeem Series E Preferred Stock pursuant to an optional redemption or in connection with a Change of Control, the Corporation will deliver, no fewer than seven days before the redemption date, a written notice of redemption to the holders of record of shares of Series E Preferred Stock to be redeemed. The Corporation will mail the notice to the address of the holder of record of shares of Series E Preferred Stock shown on the Corporation’s stock transfer books. A failure to give notice of redemption or any defect in the notice or in its mailing will not affect the validity of the redemption of any Series E Preferred Stock except as to the holder to whom notice was defective or not given; provided, that notice given to the last address of record will be deemed to be valid notice. Each notice will state the following:
the redemption date;
the redemption price on a per share basis;
that dividends on the shares of Series E Preferred Stock to be redeemed will cease to accrue on such redemption date;
if a redemption at the Corporation’s option, that the Series E Preferred Stock is being redeemed pursuant to the Corporation’s option;
if a redemption in connection with a Change of Control, that the Series E Preferred Stock is being redeemed pursuant to the Corporation’s option in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and
any conditions to the redemption.
Rights Following Redemption. If the Corporation (A) has given or received a notice of redemption, (B) (1) if the shares of Series E Preferred Stock will be redeemed in cash, has set apart sufficient funds for the redemption in trust for the benefit of the holders of the Series E Preferred Stock called for redemption or (2) if the shares of Series E Preferred Stock will be redeemed with shares of Common Stock, has instructed the Corporation’s transfer agent in writing that the shares of Series E Preferred Stock will be redeemed with shares of Common Stock, and (C) has given irrevocable instructions to pay or issue the redemption price, then from and after the redemption date, those shares of Series E Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series E Preferred Stock will terminate. The holders of those shares of Series E Preferred Stock will retain their right to receive the redemption price for their shares and an amount equal to all accrued but unpaid cash dividends, if any, to but not including the redemption date, without interest.
Voting Rights. The holders of the Series E Preferred Stock shall not be entitled to vote on any matter submitted to the stockholders of the Corporation for a vote.
Status of Redeemed or Converted Series E Preferred Stock. All shares of Series E Preferred Stock redeemed, repurchased, converted or otherwise acquired in any manner by the Corporation shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Series E Preferred Stock.
Transfers Restrictions; Legend. The holders of the Series E Preferred Stock are at all times subject to the provisions contained in Article VI of the Charter. Any certificate representing shares of the Series E Preferred Stock shall bear any legend required by the Charter or bylaws of the Corporation, any legend required by Maryland law, any legend as required by the “blue sky” laws of any state, and a restrictive legend in substantially the following form until such time as they are not required:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY

STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Record Holders. The Corporation and the transfer agent for the Series E Preferred Stock may deem and treat the record holder of any Series E Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor the transfer agent shall be affected by any notice to the contrary.
No Preemptive Rights. No holder of the Series E Preferred Stock will, as a holder of the Series E Preferred Stock, have any preemptive rights to purchase or subscribe for Common Stock or any other security of the Corporation (whether now or hereafter authorized).
Notices to Holders. Unless otherwise provided herein or required by law, notices to holders of Series E Preferred Stock provided for herein shall be mailed to such holders by first class mail, postage pre-paid, at the respective addresses as the same shall appear on the stock transfer records of the Corporation.
Severability. If any of the preferences, or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption or repurchase of the Series E Preferred Stock is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, then, to the extent permitted by law, all other preferences, or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption or repurchase of the Series E Preferred Stock which can be given effect without the invalid, unlawful or unenforceable preferences, or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption or repurchase of the Series E Preferred Stock shall remain in full force and effect and shall not be deemed dependent upon any invalid, unlawful or unenforceable preferences, or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption or repurchase of the Series E Preferred Stock.

THIRD: The Series E Preferred Stock has been classified and designated by the Board of Directors under the authority contained in the Charter.

FOURTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FIFTH: The undersigned officer acknowledges the foregoing Articles Supplementary to be the corporate act of the Corporation and, as to all matters and facts required to be verified under oath, the

undersigned officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Signatures Appear on Following Page]

IN WITNESS WHEREOF, Strategic Storage Trust VI, Inc. has caused the foregoing Articles Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 30th day of September, 2025.

ATTEST:		STRATEGIC STORAGE TRUST VI, INC.
By:	/S/ Nicholas M. Look	By:	/S/ H. Michael Schwartz
	Nicholas M. Look		H. Michael Schwartz
	Secretary		Chief Executive Officer

EX-10.1

Exhibit 10.1

MANAGING DEALER AGREEMENT

THIS MANAGING DEALER AGREEMENT (this “Agreement”) is made as of September 30, 2025, by and between STRATETGIC STORAGE TRUST VI, INC., a Maryland corporation (the “Seller”), and ORCHARD SECURITIES, LLC, a Utah limited liability company (the “Managing Dealer”).

Seller is offering on a “best efforts” basis up to $75 million of Series E Redeemable Convertible Preferred Stock, expandable to $100 million at the sole discretion of the Seller (the “Series E Preferred Stock”), representing 100% of the total Series E Preferred Stock in Seller pursuant to a Confidential Private Placement Memorandum dated September 30, 2025 (together with all exhibits and supplements thereto, the “Memorandum”) for a minimum purchase price of $25,000 (the “Offering”), unless the minimum initial investment is waived by Seller in its sole discretion.

Managing Dealer is engaged in the business of selling securities, Managing Dealer desires to provide such services to Seller, with respect to the Offering and Seller is willing to engage Managing Dealer to provide such services subject to the terms and conditions set forth in this Agreement.

In consideration of the mutual covenants and conditions hereinafter set forth and other good and valuable consideration, the receipt of which is hereby acknowledged by the parties, the parties agree as follows:

Offering and Sale of Series E Preferred Stock. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Seller hereby appoints Managing Dealer as its exclusive Managing Dealer on a best efforts basis to solicit and to cause other dealers (as described in Section 1(d) hereof) (the “Soliciting Dealers”) to solicit purchasers for the Series E Preferred Stock at the price to be paid and otherwise upon the other terms and conditions set forth in the Memorandum and the purchaser questionnaire and subscription agreement (the “Subscription Agreement”). Managing Dealer agrees to use its commercially reasonable efforts to procure purchasers for the Series E Preferred Stock, during the period commencing with the Effective Date (as defined below) and ending on the Termination Date (as defined below) (the “Offering Period”). Seller will, subject to the provisions of Section 1(a) hereof, accept Subscription Agreements in accordance with Seller’s standard policies and procedures. Managing Dealer acknowledges and understands that Seller may accept or reject Subscription Agreements in its sole discretion. Nothing contained in this Section 1 will be construed to impose upon Seller or Managing Dealer the responsibility of assuring that prospective purchasers meet the suitability standards contained in the Memorandum or to relieve Managing Dealer of the responsibility of complying with the rules of the Financial Industry Regulatory Authority (“FINRA”), or any other applicable governmental agency or self-regulatory organization.
Subscription Documents and Purchaser’s Funds.
Except as otherwise directed by Seller, Managing Dealer will require each Soliciting Dealer to cause each person desiring to purchase Series E Preferred Stock
through such Soliciting Dealer to complete and execute a Subscription Agreement, and any other forms provided in any supplement or amendment to the Memorandum (collectively, the “Subscription Documents”), each in the form attached as an exhibit to the Memorandum or otherwise provided by Seller and to deliver such documents to Seller, and Seller will promptly notify Managing Dealer of such subscription.
Except as otherwise directed by Seller, Managing Dealer will instruct each Soliciting Dealer to cause each person desiring to purchase Series E Preferred Stock through such Soliciting Dealer (or its qualified intermediary, as applicable) to make a payment representing the purchase price for the Series E Preferred Stock (the “Closing Cash Payment”) in accordance with the instructions set forth in the Subscription Documents.
If any purchaser sends a check to Managing Dealer or wires funds to Managing Dealer directly with respect to the Closing Cash Payment, then Managing Dealer shall, no later than 12:00 noon, Mountain Time, of the business day following its receipt thereof, forward such check to the Seller, or transmit funds in the amount of the Closing Cash Payment by wire transfer of immediately available funds, to the Seller in accordance with the instructions set forth in the Subscription Documents.
Termination of the Offering. The Offering Period will terminate on or before the earlier of (a) the sale of all the Series E Preferred Stock or (b) at Seller’s sole and absolute discretion (the “Termination Date”).
Compensation.
Subject to the terms and conditions set forth herein, Seller shall pay Managing Dealer (A) a selling commission equal to 6.0% of the aggregate sales price collected with respect to the Series E Preferred Stock offered and sold (“Total Sales”), all or a portion of which may be re-allowed to Soliciting Dealers; provided, however, that this amount shall be reduced in the event that Seller negotiates a lower amount with a Soliciting Dealer, in which event the amount paid to Managing Dealer shall be the lower agreed upon rate; and (B) a managing dealer fee equal to 3.50% of Total Sales, all or a portion of which may be re-allowed to Soliciting Dealers, including as a non-accountable marketing, selling expense and due diligence expense reimbursement.
As a replacement for the compensation otherwise payable to Managing Dealer by SmartStop REIT Advisors, LLC (the “Sponsor”) pursuant to Sections 2(c)(3) and 2(c)(6) of that certain master engagement letter between the Sponsor and Managing Dealer dated June 11, 2025, the Sponsor shall pay Managing Dealer 0.15% of the aggregate amount sold in the Offering per annum not to exceed an aggregate amount of $550,000; provided, however, if the Company enters into an Extraordinary Transaction (as defined in the Memorandum) or lists its common stock on a national exchange and Managing Dealer has not received $550,000 pursuant to this Section 1(c)(ii), then Managing Dealer shall be paid an amount equal to $550,000 regardless of the amount sold in the Offering.
No commissions or reimbursements will be payable by Seller with respect to any subscriptions that are rejected, or on subscriptions received after the Offering is
terminated; provided, that the commission and reimbursement with respect to any Series E Preferred Stock closed prior to the termination of the Offering, shall remain payable as if the Offering had not been terminated. No commissions or reimbursements will be payable by Seller unless and until Seller has received the total proceeds from the sale.
The commission and reimbursement with respect to any Series E Preferred Stock sold and closed prior to the termination of the Offering shall remain payable as if the Offering had not been terminated. Notwithstanding the foregoing, it is understood and agreed that no commission or reimbursement will be payable with respect to any earnest money deposit or any particular Series E Preferred Stock if Seller rejects a proposed purchaser’s Subscription Agreement, which it may do for any reason or for no reason.
Soliciting Dealers. Each Soliciting Dealer will have the appropriate securities licenses to offer and sell the Series E Preferred Stock and will only do so after executing agreements with Managing Dealer and Seller in substantially the form of Soliciting Dealer Agreement attached hereto as Exhibit A.
Representations, Warranties and Covenants of Seller. Seller represents, warrants and covenants that, as of the Effective Date and, except as otherwise specified herein, at all times during the term of this Agreement:
No Registration of the Series E Preferred Stock. The Series E Preferred Stock are not required to be and have not and will not be registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder (the “Rules and Regulations”) in connection with the Offering. The Series E Preferred Stock will be offered and sold in reliance upon applicable exemptions from registration under the laws, regulations and policy statements of any state in which the Series E Preferred Stock are being offered or sold.
Blue Sky Qualifications. Seller will use its best efforts to establish an exemption of the Series E Preferred Stock from qualification or for offering and sale under the laws of any jurisdictions in the United States in which the Series E Preferred Stock are offered or sold. To the extent necessary, Seller will file applicable Forms D and corresponding state notice filings within 15 days of each receipt of the Subscription Documents with respect to each investor’s acquisition of Series E Preferred Stock. Seller will promptly advise Managing Dealer when the Series E Preferred Stock are deemed to be exempt from qualification and registration in each jurisdiction. Seller will promptly advise Managing Dealer in the event that the securities administrator of any jurisdiction deems that the Series E Preferred Stock are not exempt from registration and qualification in any jurisdiction, or in the event of the institution of any proceedings relating to the status of the Series E Preferred Stock. Seller will use its best efforts to maintain the exempt status of the Series E Preferred Stock.
No Misrepresentations. The Memorandum does not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances as of the Effective Date and will not include or omit any such statement as of the date of any closing with a purchaser of an Interest. If at any time during the Offering, any event shall have occurred to the knowledge of Seller as a result of which
the Memorandum as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances existing at the time it is so required to be delivered to a purchaser, or if Seller amends or supplements the Memorandum at any time, Seller will promptly notify Managing Dealer thereof and Seller will prepare and distribute to Managing Dealer and the purchasers of the Series E Preferred Stock an amendment or supplement that will correct such statement or omission.
Authorization of Agreements. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of Seller and constitutes the valid and binding obligation of each of Seller enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof that affect creditors’ rights generally or by equitable principles relating to the availability of remedies).
Pending Actions. There is no claim, action, suit, controversy, audit, arbitration, mediation or proceeding, before or by any Regulatory Authority (collectively, “Action”) pending or, to the knowledge of Seller, threatened, that adversely affects the Offering, to which Seller is a party, or to which any of its properties is subject, that would prevent or restrict the consummation of the transactions contemplated by this Agreement or have a material adverse effect on the condition (financial or otherwise), prospects, net worth, earnings, cash flows, business, operations or properties of Seller (a “Seller Material Adverse Effect”). “Regulatory Authority” means the United States, any state or other political subdivision thereof and any other foreign or domestic entity or government exercising or having the authority to exercise executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.
Sales Literature. In addition to, and apart from, the Memorandum, Seller may use certain supplemental sales material in connection with the Offering. This material may include a brochure describing the objectives of Seller, and may also contain pictures and summary descriptions of the Property and other properties similar to that owned by Seller, as well as audiovisual materials, Internet website and tape presentations highlighting and explaining various features of the Offering, properties of prior real estate programs and real estate investments in general, and articles and publications concerning real estate. These materials will be hereinafter referred to collectively as “sales literature.” No person has been authorized to prepare for, or furnish to, a prospective investor, any sales literature other than that prepared by Seller. If FINRA or any governmental agency (including, without limitation, any state securities regulator or commissioner) or other self-regulatory organization requests that Seller submit for review any sales literature, or after any such review prohibits the use of any sales literature, Seller shall promptly provide written notice of such fact to Managing Dealer, and such notice shall specifically identify the requested or prohibited sales literature. No selling agreement or similar agreement authorizes any party to use supplemental material or sales literature in connection with this Offering other than supplemental material or sales literature prepared by Seller. Neither the supplemental materials nor the sales literature will contain any untrue statement of material fact, or omit to state a material fact necessary to make the statement therein not misleading in light of the circumstances as of the date of any closing with a purchaser of an Interest.
Review and Delivery of Certain Materials. Seller will provide Managing Dealer with the opportunity to review the Memorandum and any sales literature; provided, that if Managing Dealer in its sole discretion determines that the Memorandum or any sales literature is not satisfactory, Managing Dealer shall not be obligated under Section 1 hereof. Additional copies of the Memorandum will be supplied to Managing Dealer in reasonable quantities at any time it is amended or upon request and may be provided in electronic version by Seller. Seller will also provide Managing Dealer with reasonable quantities of any supplemental materials or sales literature prepared by Seller in connection with the Offering.
Due Diligence. Seller shall permit Managing Dealer to make such investigation of Seller and the Property as Managing Dealer reasonably requests. Seller shall permit Managing Dealer to perform an audit, or other financial review as Managing Dealer deems appropriate, of Seller. In connection with such investigation or audit, Seller shall, within five business days, provide Managing Dealer with such information (financial or otherwise) as Managing Dealer shall reasonably request.
No Subsequent Material Events. Subsequent to the respective dates as of which information is given in the Memorandum and prior to the Termination Date, except as contemplated in the Memorandum or as disclosed in a supplement or amendment thereto within five business days of the occurrence thereof, Seller has not and will not have:
incurred any material liabilities or obligations, direct or contingent, other than in the ordinary course of business;
entered into any material transaction, not in the ordinary course of business and, except as so disclosed, there has not been and will not be any Seller Material Adverse Effect; or
become a party (or its property become subject) or received notice that it will become a party (or its property will become subject), to, any Action, that, if determined adversely, would reasonably be expected to have a Seller Material Adverse Effect.
Good Standing and Authority. Seller is formed and validly existing under the laws of the State of Maryland with the full power and authority to conduct its business and own its properties as described in the Memorandum, including without limitation to acquire, directly or through subsidiaries, the Property or make loans, or other permitted investments as referred to in the Memorandum. Seller is qualified to do business in the jurisdictions the conduct of its business requires qualification and will take all steps necessary to ensure that at all times during the Offering Period it remains in good standing and qualified to do business in such jurisdictions.
Non-contravention. Neither the consummation of any of the transactions herein contemplated nor the fulfillment of the terms hereof, (i) has or will conflict with or result in a breach or violation of, constitute a default under, (A) the trust agreement or similar organizational documents of Seller, (B) any rule or regulation or order of any Regulatory Authority, or (C) the terms of any indenture, mortgage, deed of trust, loan or credit agreement, promissory note, lease, statutory trust, servicing agreement, contract, arrangement, understanding,
document or any other instrument to which Seller is a party or by which Seller is bound or pursuant to which the Property is subject, or (ii) will result in the imposition of any lien, charge or encumbrance upon any property or assets of Seller, except as disclosed in the Memorandum and except, in the case of (B) and (C) above, where any such conflicts, breaches or defaults would not be expected to have a Seller Material Adverse Effect.
Required Filings. There are no contracts or other documents required by applicable law, rule or regulation to be included as exhibits to the Memorandum which have not been so included.
Investment Company Act. Seller, on the Effective Date and at all times during the term of this Agreement, maintains its status as a company not required to register, or is exempt from registration, as an investment company under the Investment Company Act of 1940, as amended.
Possession of Licenses and Permits. Seller possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Regulatory Authority necessary to conduct the business now operated by Seller and Seller is in compliance with the terms and conditions of all such Governmental Licenses and all of the Governmental Licenses are valid and in full force and effect, except where the failure so to possess or comply or invalidity or ineffectiveness would not reasonably be expected to, singly or in the aggregate, have a Seller Material Adverse Effect. Seller has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Seller Material Adverse Effect.
No “Bad Actors.”
Seller represents that neither it, nor any of its directors, executive officers, general partners, managing members, or other officers, employees or representatives participating in the Offering of the Series E Preferred Stock, nor any signatory of Seller, any beneficial owner of 20% of the Series E Preferred Stock, the directors, executive officers, or other officers participating in the Offering of the Series E Preferred Stock of any such general partner or managing member, nor any other officers, employees, or associated persons of Seller or such general partner or managing member have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Series E Preferred Stock, is subject to any of the “Bad Actor” disqualifying events described in Rule 506(d)(1)(i) to (viii) of Regulation D of the 1933 Act (each, a “Disqualifying Event”).
Seller will complete the form of Bad Actor questionnaire attached hereto as Exhibit B (the “Questionnaire”), and the contents of which shall be true, accurate and complete. The representations and warranties made in this Section 2 and set forth in the Questionnaire are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties becomes untrue or incorrect, Seller will immediately notify Managing Dealer in writing of the fact which makes the representation or warranty untrue or incorrect.
Representations, Warranties and Covenants of Managing Dealer. Managing Dealer represents, warrants, covenants and agrees that, as of the Effective Date and, except as otherwise specified herein, at all times during the term of this Agreement:
Registrations. Any independent contractors and registered representatives acting on behalf of Managing Dealer have the appropriate securities registrations to offer and sell the Series E Preferred Stock. Managing Dealer will provide to Seller an updated list of registered representatives approved to sell Series E Preferred Stock upon request.
Good Standing and Authority. Managing Dealer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to conduct its business and own its properties. Managing Dealer is qualified to do business in the jurisdictions the conduct of its business requires qualification. Managing Dealer will take all steps necessary to ensure that at all times during the Offering Period it remains in good standing and qualified to do business in such jurisdictions.
Authorization of Agreements. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of Managing Dealer and constitutes the valid and binding obligation of Managing Dealer enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof that affect creditors’ rights generally or by equitable principles relating to the availability of remedies).
Non-contravention. Neither the consummation of any of the transactions herein contemplated nor the fulfillment of the terms hereof, (i) has or will conflict with or result in a breach or violation of, constitute a default under, (A) the operating agreement or similar organizational documents of Managing Dealer, (B) any rule or regulation or order of any Regulatory Authority, or (C) the terms of any indenture, mortgage, deed of trust, loan or credit agreement, promissory note, lease, statutory trust, servicing agreement, contract, arrangement, understanding, document or any other instrument to which Managing Dealer is a party or by which Managing Dealer is bound or pursuant to which its properties are subject, or (ii) will result in the imposition of any lien, charge or encumbrance upon any property or assets of Managing Dealer, except, in the case of (B) and (C) above, where any such conflicts, breaches or defaults would not be expected to have a material adverse effect on the condition (financial or otherwise), prospects, net worth, earnings, cash flows, business, operations or properties of Managing Dealer (a “Managing Dealer Material Adverse Effect”).
Pending Actions. Except has been disclosed to Seller, there is no Action to which Managing Dealer is a party, pending or, to the knowledge of Managing Dealer, threatened, that (A) adversely affects the Offering, or (B) would prevent or restrict the consummation of the transactions contemplated by this Agreement or have a Managing Dealer Material Adverse Effect. The aggregate of all pending Actions to which Managing Dealer or any of its subsidiaries is a party or to which any of their respective properties or assets is subject, including ordinary routine litigation incidental to the business, will not result in a Managing Dealer Material Adverse Effect.
Broker-Dealer Registration and Compliance; Licenses and Permits. Managing Dealer is and will at all times during the Offering Period be, a member in good standing
of FINRA, properly registered as a broker-dealer with the Commission pursuant to the Exchange Act, and duly licensed or registered as a broker-dealer in each state in which the conduct of its business requires licensing or registration. Managing Dealer will maintain all such qualifications and registrations during the Offering and will immediately notify Seller in writing if such registration or qualification is terminated or suspended. Managing Dealer possesses such other Governmental Licenses issued by any Regulatory Authority necessary to conduct the business now operated by it and is in compliance with the terms and conditions of all such Governmental Licenses and all of the Governmental Licenses are valid and in full force and effect, except where the failure so to possess or comply or invalidity or ineffectiveness would not reasonably be expected to have a Managing Dealer Material Adverse Effect. Managing Dealer has not received any notice of proceedings relating to the revocation or modification of its registration or license as a broker-dealer or any other Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Managing Dealer Material Adverse Effect.
Sale of Series E Preferred Stock. Managing Dealer will use its commercially reasonable efforts to locate a limited number of Soliciting Dealers who desire to solicit the Series E Preferred Stock pursuant to the Offering. The offer and sale of the Series E Preferred Stock will be made in reliance upon an exemption from the registration requirements of Section 5 of the 1933 Act provided by Rule 506 under the 1933 Act, and the applicable exemptive provisions of state securities laws. Managing Dealer will comply with the rules and regulations of FINRA or any successor entity thereto, in connection with the offer and sale of the Series E Preferred Stock.
No Additional Information. In offering or selling the Series E Preferred Stock, Managing Dealer and its registered representatives, agents and employees shall not use or distribute any information other than the Memorandum, the sales literature or any other document provided to Managing Dealer for such purpose by Seller, or to make any representation other than those contained therein.
Jurisdiction for Sales. Managing Dealer will make offers or sales of the Series E Preferred Stock only in the jurisdictions in which Managing Dealer is legally qualified to so act and in which Managing Dealer has been advised in writing by Seller that such solicitations can be made.
Subscription Agreement. A Subscription Agreement will be submitted to Seller only on the form that is included as an exhibit to the Memorandum or otherwise provided by Seller; provided, that Seller may reject the tender of any Subscription Agreement, and will promptly notify Managing Dealer of any rejection and will return any payment, the Subscription Agreement to the rejected purchaser.
Accreditation. Managing Dealer will require each Soliciting Dealer, when offering the Series E Preferred Stock to any person, to have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by such Soliciting Dealer after due inquiry, which due inquiry may take into account representations provided to Soliciting Dealer) that: (i) such person meets the “accredited investor” standards that are set forth in the Rule 501(a) under the
1933 Act, (ii) upon execution of the Subscription Agreement is true and correct in all material respects with respect to such person, and (iii) such person will be acquiring the Series E Preferred Stock for investment and not with a view a toward distribution. Managing Dealer may reject any prospective purchaser in its sole discretion on the basis of information provided in response to such other forms, questionnaires or instruments if such rejection is prior to acceptance of such purchaser’s Subscription Agreement by Seller.
Suitability. The Managing Dealer will offer the Series E Preferred Stock through Soliciting Dealers pursuant to a Soliciting Dealer Agreement which will require that the Soliciting Dealers offer the Series E Preferred Stock only to parties who meet the requirements of an “accredited investor” as defined in Rule 501(a) of Regulation D as set forth in the Memorandum. In offering the Series E Preferred Stock, and pursuant to the Soliciting Dealer Agreement, the Managing Dealer will require that the Soliciting Dealers comply with the provisions of all applicable rules and regulations relating to the suitability of investors.
Due Diligence. Managing Dealer agrees that before participating in the Offering, Managing Dealer will have reasonable grounds to believe, based on information made available to Managing Dealer by Seller, that the Memorandum does not contain false or misleading information. If at any time during the Offering, any event shall have occurred to the knowledge of Managing Dealer as a result of which the Memorandum as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances existing at the time it is so required to be delivered to a purchaser, Managing Dealer will promptly notify Seller thereof.
Record Keeping. Each Soliciting Dealer, in executing the Soliciting Dealer Agreement, has agreed to retain its records and make available to Seller for a period of at least six years following the Termination Date, a record of the information obtained pursuant to Managing Dealer’s engagement hereunder. Each Soliciting Dealer, in executing the Soliciting Dealer Agreement, has also agreed to retain its records and make available to Seller for a period of at least six years following the Termination Date, a record of all the information Soliciting Dealer used to determine that an investor meets the suitability standards imposed on the offer and sale of the Series E Preferred Stock (both at the time of the initial purchase and at the time of any additional purchases), a representation of the investor that the investor is investing for investment and not with a view toward distribution and information indicating that the investor for whose account the investment was made is within the permitted class of investors under the requirements of the jurisdiction in which such investor is a resident.
Customer Identification; Anti-Money Laundering. Managing Dealer has in place policies and procedures reasonably designed to comply with applicable laws regarding money laundering prevention and customer identification and, as permitted or required by such laws or regulations, will share with Seller information about any prospective purchaser solicited by Managing Dealer suspected of possible terrorist or money laundering activities in accordance with Section 314(b) of the USA Patriot Act of 2001. Managing Dealer has procedures to ensure that no holders of Series E Preferred Stock or other securities offered or sold by Managing Dealer is (i) associated with any terrorist or other individuals, entities or organizations sanctioned by the United States or the jurisdictions in which it does business or listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control,
Department of the Treasury (“OFAC”) pursuant to Executive Order No. 133224, 66 Fed. Reg. 49079 (September 25, 2001) and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable enabling legislation or other Executive Orders in respect thereof (such lists are collectively referred to as “Lists”); (ii) owned or controlled by, nor act for or on behalf of, any person or entity on the Lists; or (iii) engaged in money-laundering activities.
Compliance with Securities Law and FINRA Rules. Managing Dealer agrees to comply in all material respects with any applicable requirements of the 1933 Act, the Exchange Act, applicable state securities laws, the published rules and regulations thereunder and the Conduct Rules of FINRA.
Transfer of Funds. All funds received by Managing Dealer with respect to any Subscription Agreement shall be transmitted to Seller by the end of the next business day following receipt thereof.
No “Bad Actors.” Managing Dealer represents and warrants that:
Neither Managing Dealer nor (1) any registered representatives registered with Managing Dealer in selling Series E Preferred Stock in this Offering, nor (2) any director, executive officer, or other officer of Managing Dealer participating in the Offering, is subject to any Disqualifying Event, except for a Disqualifying Event: (A) set forth in Rule 506(d)(2) of Regulation D of the 1933 Act, and (B) a reasonably detailed description of which has been furnished to Seller in writing.
Managing Dealer will complete the Questionnaire, attached hereto as Exhibit B, and the contents of which shall be true, accurate and complete. The representations and warranties made in this Section 3 and set forth in the Questionnaire are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties becomes untrue, Managing Dealer will immediately notify Seller in writing of the fact which makes the representation or warranty untrue.
Solicitation. Neither the Managing Dealer nor its agents, representatives, or affiliates shall authorize a Soliciting Dealer to engage in any general solicitation or general advertising that specifically mentions the Seller without the prior written consent of the Seller.
Conditions of Obligations. Managing Dealer’s obligations hereunder will be subject to the accuracy of the representations and warranties on the part of Seller, the performance by Seller of its covenants contained in Section 2 hereof and Managing Dealer’s review of the Memorandum and any sales literature. The obligations of Seller hereunder will be subject to the accuracy of the representations and warranties on the part of Managing Dealer and performance of its covenants contained in Section 3 hereof.
Indemnification.
Seller agrees to indemnify and hold harmless Managing Dealer and each person, if any, who controls (within the meaning of the 1933 Act) Managing Dealer (collectively, for purposes of this Section 5(a), the “Indemnified Parties”), against any and all loss, liability,
claim, damage and expense whatsoever caused by any (i) untrue statement or alleged untrue statement of a material fact contained in the Memorandum or any amendment or supplement thereto, or any sales literature or other materials provided by Seller for use by Managing Dealer to offer and sell the Series E Preferred Stock, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) material breach by Seller of any representation, warranty, covenant or agreement contained herein; and (iii) violation or alleged violation to the extent caused by an act or omission of Seller, or an employee or agent thereof, in connection with the offer or sale of the Series E Preferred Stock of any applicable state or federal law, any rule, regulation or instruction thereunder, or any FINRA rule or regulation, including without limitation any violation or alleged violation of the securities registration requirements of the 1933 Act or any state securities law; provided, however, that the Indemnified Parties will not be indemnified or held harmless against indirect, special, incidental, exemplary, punitive or consequential damages, whether foreseeable or otherwise, resulting from, or otherwise arising out of, such breach.

Seller will not provide indemnification for any liability or loss suffered by an Indemnified Party, nor will an Indemnified Party be held harmless for any liability suffered by the Indemnified Parties unless all of the following conditions are met: (i) the person seeking indemnification was acting on behalf of or performing services on behalf of Seller; and (ii) such liability or loss was not the result of negligence or misconduct on the part of the party seeking indemnification or the Indemnified Party. In no case will Seller be liable under this Section 5 with respect to any Action made against any of the Indemnified Parties unless Seller will have been notified in writing (in the manner provided in Section 8 hereof) of the nature of the Action within a reasonable time after the assertion thereof; provided, that Seller will be relieved of their duty to indemnify and hold harmless under this Section 5 if a failure by the party seeking indemnification to timely notify Seller materially impairs its ability to defend against the Action; but the failure to so notify Seller will not relieve Seller from any liability that Seller would have incurred otherwise than on account of this Section 5(a). Seller will be entitled to participate, at its own expense, in the defense of, or if it so elects within a reasonable time after receipt of such notice, to assume the defense of, any claim or suit for which any of the Indemnified Parties seek indemnification hereunder. If Seller elects to assume said defense, such defense will be conducted by counsel chosen by it and reasonably satisfactory to the Indemnified Parties.

In the event that Seller elects to assume the defense of any such suit and retain such counsel, Seller will not be liable under this Section 5 to the Indemnified Parties in the suit for any legal or other expenses subsequently incurred by the Indemnified Parties, and the Indemnified Parties will bear the fees and expenses of any additional counsel retained by the Indemnified Parties unless: (i) the employment of counsel by the Indemnified Party has been authorized in writing by Seller; (ii) Seller has not in fact employed counsel to assume the defense of such action, in either of which events such fees and expenses will be borne by Seller, or (iii) the Indemnified Party, based on the advice of counsel, reasonably believes that it has defenses that are different from or additional to those available to Seller.

Seller shall advance amounts to the Indemnified Parties for legal and other expenses and costs incurred as a result of any legal action for which indemnification is being sought if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect

to the performance of duties or services by one or more Indemnified Parties for or on behalf of Seller; and (ii) the Indemnified Parties receiving such advances undertake to repay the advanced funds to Seller, together with the applicable legal rate of interest thereon, in cases in which such Indemnified Parties are thereafter found not to be entitled to indemnification.

Notwithstanding the foregoing provisions of this Section 5, Seller will not be liable in any such case to the extent that any loss, liability, claim, damage or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to Seller by Managing Dealer specifically for use in the preparation of the Memorandum (or any amendment or supplement thereto) or any sales literature, (ii) the failure to qualify the offer and sale of the Series E Preferred Stock for an exemption from registration under the 1933 Act and the Rules and Regulations and state securities laws, rules or regulations caused by an action or omission of an Indemnified Party, (iii) the offer or sale by an Indemnified Party of an Interest to a person who fails to meet the standards regarding suitability under any applicable federal, state or FINRA laws, rules and regulations or (iv) the breach by Managing Dealer of its representations, warranties or obligations hereunder. The foregoing indemnity agreement is subject to the further condition that, insofar as it relates to any untrue statement of a material fact, alleged untrue statement of a material fact, omission or alleged omission of a material fact made in the Memorandum but eliminated or remedied in any amendment or supplement thereto, this Section 5 will not inure to the benefit of any Indemnified Party if the person asserting any loss, liability, claim, damage or expense was provided a copy of the Memorandum, as so amended or supplemented, by Managing Dealer or prior to the time the purchase by such person was accepted by Seller. This Section 5(a) will be in addition to any liability that Seller may otherwise have.

Managing Dealer agrees to indemnify and hold harmless Seller, and each person, if any, who controls (within the meaning of the 1933 Act) Seller (collectively, for purposes of this Section 5(b), the “Indemnified Parties”) against any and all loss, liability, claim, damage and expense whatsoever caused by (i) any untrue statement or alleged untrue statement of a material fact contained in the Memorandum or any amendment or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but solely to the extent that such loss, liability, claim, damage or expense results from an untrue statement of material fact or omission of a material fact contained in information provided by Managing Dealer in writing to Seller specifically for inclusion in the Memorandum; (ii) any material breach by Managing Dealer of any representation, warranty, covenant or agreement contained herein; and (iii) any violation or alleged violation to the extent caused by an act or omission of Managing Dealer, or a registered representative, employee or agent thereof, in connection with the offer or sale of the Series E Preferred Stock of any applicable state or federal law, any rule, regulation or instruction thereunder, or any FINRA rule or regulation, including without limitation any violation or alleged violation of (y) the securities registration requirements of the 1933 Act or any state securities law, or (z) any applicable federal, state or FINRA rules regarding investor suitability; provided, however, that the Indemnified Parties will not be indemnified or held harmless against indirect, special, incidental, exemplary, punitive or consequential damages, whether foreseeable or otherwise, resulting from, or otherwise arising out of, such a breach.

Managing Dealer will not provide indemnification for any liability or loss suffered by the Indemnified Parties, nor will it provide that the Indemnified Parties be held harmless for any liability suffered by the Indemnified Parties unless all of the following conditions are met: (i) the liability or loss suffered is related to Managing Dealer’s actions on behalf of or performance of services on behalf of Seller and (ii) such liability or loss was not the result of negligence or misconduct on the part of the party seeking indemnification or the Indemnified Parties. In no case will Managing Dealer be liable under this Section 5 with respect to any Action made against the Indemnified Parties unless the Indemnified Parties will have been notified in writing (in the manner provided in Section 8 hereof) of the nature of the Action within a reasonable time after the assertion thereof; provided, that Managing Dealer will be relieved of its duty to indemnify and hold harmless under this Section 5 if a failure to timely notify Managing Dealer materially impairs its ability to defend against the Action; but the failure to so notify Managing Dealer will not relieve Managing Dealer from any liability that Managing Dealer would have incurred otherwise than on account of this Section 5. Managing Dealer will be entitled to participate, at its own expense, in the defense of or if it so elects within a reasonable time after receipt of such notice, to assume the defense of any claim or suit for which an Indemnified Party seeks indemnification hereunder. If Managing Dealer elects to assume said defense, such defense will be conducted by counsel chosen by it and reasonably satisfactory to Seller.

In the event that Managing Dealer elects to assume the defense of any such suit and retain such counsel, Managing Dealer will not be liable under this Section 5 to the Indemnified Parties for any legal or other expenses subsequently incurred by the Indemnified Parties, and the Indemnified Parties will bear the fees and expenses of any additional counsel retained by the Indemnified Party unless: (i) the employment of counsel by the Indemnified Party has been authorized in writing by Managing Dealer; (ii) Managing Dealer has not in fact employed counsel to assume the defense of such action, in which event such fees and expenses will be borne by Managing Dealer, or (iii) the Indemnified Party reasonably believes that it has defenses that are different from or additional to those available to Seller, in either of which events such fees and expenses will be borne by Seller.

Managing Dealer shall advance amounts to the Indemnified Parties for legal and other expenses and costs incurred as a result of any legal action for which indemnification is being sought if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services in connection with the offer and sale of the Series E Preferred Stock, and (ii) the Indemnified Parties undertake to repay the advanced funds to Managing Dealer, together with the applicable legal rate of interest thereon, in cases in which such the Indemnified Parties are thereafter found not to be entitled to indemnification.

The indemnification provisions provided in subparagraphs (a) and (b) of this Section 5 are further limited to the extent that no such indemnification will be permitted under this Agreement for or arising out of an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations by the party against whom indemnification is sought; (ii) such claims against the party against whom indemnification is sought have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the party against whom indemnification is sought.
Survival. Regardless of whether this Agreement is terminated, all representations, warranties, indemnifications, covenants and agreements of Seller and Managing Dealer set forth herein shall survive and remain in full force and effect until the expiration of the relevant statute of limitations; provided, that the obligations of Seller to deliver amendments or supplements to the Memorandum and the obligations of Managing Dealer to use commercially reasonable efforts to solicit and engage Soliciting Dealers who may procure purchasers of the Series E Preferred Stock and to deliver lists of approved registered representatives and employees will terminate upon the termination of this Agreement; provided further, that Seller’s obligations pursuant to Section 1(c) hereof shall survive with respect to any Series E Preferred Stock sold through Managing Dealer prior to any Termination Date if Seller accepts the Subscription Agreements, regardless of whether Seller accepts such Subscription Agreements subsequent to such Termination Date.
Termination and Amendment. This Agreement may be terminated by Seller or Managing Dealer at any time upon 30 days’ prior written notice to the other parties and shall automatically terminate at the close of business on the Termination Date. Termination of this Agreement pursuant to this Section 7 will be without liability of any party to any other party other than as provided in Section 5 hereof, which will survive such termination. This Agreement may be modified or amended only by written agreement executed by each of Seller and Managing Dealer.
Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered: (i) when delivered personally or by commercial messenger; (ii) one business day following deposit with a recognized courier service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery; (iii) when transmitted, if sent by facsimile copy, provided confirmation of receipt is received by sender and such notice is sent by an additional method provided hereunder, in each case above, provided such communication is addressed to the intended recipient thereof as set forth below:

If to Managing Dealer: Orchard Securities, LLC

365 Garden Grove Lane, Suite 100

Pleasant Grove, Utah 84062

If to Seller: Strategic Storage Trust VI, Inc.

10 Terrace Road

Ladera Ranch, CA 92694

References. All references herein to any of the parties hereto shall be deemed to include all successors and assigns of such party.
Parties. This Agreement will inure to the benefit of and be binding upon Managing Dealer, Seller, and their respective successors and assigns. This Agreement and the conditions and provisions hereof, are intended to be and will be for the sole and exclusive benefit of the parties hereto and their respective successors and controlling persons, and for the benefit of no other person, firm or corporation, and the term “successors and assigns,” as used herein, will not include any purchaser of the Series E Preferred Stock as such.
Applicable Law. This Agreement and any disputes relative to the interpretation or enforcement hereto will be governed by and construed under the internal laws, as opposed to the conflicts of laws provisions, of the State of Delaware.
Arbitration of Disputes.
ALL CLAIMS SUBJECT TO ARBITRATION. ANY DISPUTE, CONTROVERSY OR OTHER CLAIM ARISING UNDER, OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY AMENDMENT THEREOF, OR THE BREACH OR INTERPRETATION HEREOF OR THEREOF, SHALL BE DETERMINED AND SETTLED BY BINDING ARBITRATION IN ORANGE COUNTY, CALIFORNIA, IN ACCORDANCE WITH THE CALIFORNIA CODE OF CIVIL PROCEDURE (“CCP”) § 1281 ET SEQ., AND THE RULES AND PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION. THE PREVAILING PARTY SHALL BE ENTITLED TO AN AWARD OF ITS REASONABLE COSTS AND EXPENSES INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES. ANY AWARD RENDERED THEREIN SHALL BE FINAL AND BINDING ON EACH AND ALL OF THE PARTIES THERETO AND THEIR PERSONAL REPRESENTATIVES, AND JUDGMENT MAY BE ENTERED THEREON IN ANY COURT OF COMPETENT JURISDICTION.
WAIVER OF LEGAL RIGHTS. BY EXECUTING THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS ARTICLE DECIDED BY NEUTRAL ARBITRATION AS PROVIDED UNDER THE AUTHORITY OF THE CCP § 1281 ET SEQ., AND THAT THEY ARE KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVING ANY RIGHTS THEY MAY POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR BY JURY TRIAL. THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THEY ARE WAIVING THEIR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THIS SECTION. IF EITHER PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER EXECUTION OF THIS AGREEMENT, SUCH PARTY MAY BE COMPELLED TO ARBITRATE UNDER CALIFORNIA LAW. EACH PARTY’S AGREEMENT TO THIS SECTION IS VOLUNTARY. THE PARTIES HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THIS SECTION TO NEUTRAL ARBITRATION.
Effectiveness of Agreement. This Agreement will become effective upon execution by the parties, or at such time as Seller and Managing Dealer agree (the “Effective Date”). The Series E Preferred Stock, the Property and the Offering and other details regarding the Offering will be set forth in the Memorandum to be prepared by Seller.
Not an Entity. Nothing contained herein will constitute Seller and/or Managing Dealer or either of them an association, partnership, limited liability company, unincorporated business or other separate entity.
No Assignment. This Agreement may not be assigned by any party without the prior written consent of the other parties.
Counterparts. This Agreement may be executed, by facsimile or otherwise, in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract; but all counterparts, when taken together, shall constitute one and the same Agreement.

[signatures appear on the following pages]

IN WITNESS WHEREOF, the parties hereto have caused this Managing Dealer Agreement to be duly executed as of the day and year first above written.

Seller:

STRATEGIC STORAGE TRUST VI, INC.,

a Maryland corporation

By: /s/ H. Michael Schwartz

Name: H. Michael Schwartz

Its: Chief Executive Officer

[signatures continue on the following page]

[signature page to managing dealer agreement]

Managing Dealer:

ORCHARD SECURITIES, LLC

By: /s/ Taylor Garrett

Name: Taylor Garrett

Title: President

[signature page to managing dealer agreement]

EX-10.2

Exhibit 10.2

AMENDMENT NO. 6 TO THE SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

STRATEGIC STORAGE OPERATING PARTNERSHIP VI, L.P.

DESIGNATION OF

SERIES E REDEEMABLE 8% PREFERRED PARTNERSHIP UNITS

In accordance with Section 4.2 and Article 11 of the Second Amended and Restated Limited Partnership Agreement, effective as of March 17, 2022, as amended by (i) Amendment No. 1 dated January 30, 2023, (ii) Amendment No. 2 dated May 1, 2023, (iii) Amendment No. 3 dated November 1, 2023, (iv) Amendment No. 4 dated September 19, 2024, and (v) Amendment No. 5 dated August 29, 2025 (the “Partnership Agreement”), of Strategic Storage Operating Partnership VI, L.P. (the “Partnership”), the Partnership Agreement is hereby amended by this Amendment No. 6 thereto (this “Amendment”) to create a new series of Preferred Units designated as “Series E Redeemable 8% Preferred Units” (the “Series E Preferred Units”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Partnership Agreement.

WHEREAS, Strategic Storage Trust VI, Inc. (the “General Partner”) has filed, on the date herewith, Articles Supplementary to create a new class of the General Partner’s preferred stock designated as the “Series E Redeemable Convertible Preferred Stock” (the “Series E Preferred Stock”) and set forth the rights, preferences and privileges of the Series E Preferred Stock.

WHEREAS, the parties hereto now desire to reflect the General Partner’s authorization and issuance of Series E Preferred Stock by creating the Series E Preferred Units and setting forth the rights, preferences and privileges of the Series E Preferred Units (and other terms and conditions of such units) under the Partnership Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Amendments to the Partnership Agreement
Definitions. The following definitions from Article 1 are hereby amended and restated in their entirety, or if no such definition previously appeared, are added to Article 1:

Partnership Unit means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder, including Class A Units, Class P Units, Class T Units, Class W Units, Class Y Units, Class Z Units, Series B Preferred Units, Series C Units, Series D Preferred Units, and Series E Preferred Units. Without limitation on the authority of the General Partner as set forth in Section 4.3 hereof, the General Partner may designate any Partnership Units, when issued, as Common Units or Preferred Units, may establish any other class of Partnership Units, and may designate one or more series of any class of Partnership Units. The allocation of Partnership Units among the Partners shall be as set forth on Exhibit A, as such Exhibit may be amended from time to time.

Series E Preferred Unit means a Partnership Unit having the rights, preferences, privileges, limitations, and restrictions labeled as the Series E Redeemable Convertible Preferred Units described on Exhibit C below.

The following provisions are hereby added as Exhibit C to the Partnership Agreement:

In accordance with Section 4.2(a) and Article 11 of the Agreement, the Partnership has issued Preferred Units labeled as the Series E Redeemable Convertible Preferred Partnership Units (the “Series E Preferred Units”) to the General Partner. The Series E Preferred Units shall have the following terms, rights and privileges:

Designation and Number. There shall be a series of Preferred Units designated as the “Series E Redeemable Convertible Preferred Units”. The number of authorized Series E Preferred Units is 10,000,000.
Rank. The Series E Preferred Units will, with respect to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership, rank senior to the Common Units (collectively, the “Junior Units”), on parity with all other preferred units issued from time to time, the terms of which provide that such securities rank on parity with the Series E Preferred Units with respect to distribution and redemption rights and rights upon our liquidation, dissolution or winding-up (the “Parity Units”) and junior to the Series B Preferred Units and Series D Preferred Units (collectively, the “Senior Units”) with respect to distribution and redemption rights and rights upon our liquidation, dissolution or winding-up.
Distributions.
Each holder of record of the then outstanding units of Series E Preferred Units shall be entitled to receive, when and as authorized by the General Partner and the Partnership, out of funds of the Partnership legally available for the payment of distributions, cumulative preferential cash distributions at the rate of 8.0% per annum of the Liquidation Preference. Such distributions, if available, will be payable monthly on the 15th day of each month (or if such payment date is not a business day, on the immediately succeeding business day, with the same force and effect as if made on such date). Each calendar month (beginning with the first day of each month and ending on the day preceding the first day of the next succeeding month) will be deemed a “Series E Cash Distribution Period.” Holders of record are determined on the 25th day of each month (or if such date is not a business day, on the immediately preceding business day, with the same force and effect as if made on such date) (the “Record Date”). Distributions payable on any share of Series E Preferred Units that is issued on or prior to the Record Date for the Series E Cash Distribution Period in which such share is issued shall begin accruing on, and be cumulative from and including, the date upon which such share is issued. Distributions payable on any share of Series E Preferred Units that is issued after the Record Date for the Series E Cash Distribution Period in which such share is issued shall begin accruing on, and be cumulative from and including, the first day of the first Series E Cash Distribution Period commencing after its issuance. Distributions on each share of Series E Preferred Units shall accrue on a daily basis and be cumulative commencing from the first day of the Series E Cash Distribution Period for which distributions on such units become payable as established herein. All distributions payable on the Series E Preferred Units will accrue and be paid on the basis of a 360-day year consisting of twelve 30-day months.
Distributions on the Series E Preferred Units will accrue whether or not (i) the Partnership has earnings, (ii) there are funds legally available for the payment of such distributions and (iii)
such distributions are authorized by the General Partner or declared by the Partnership. Accrued distributions on the Series E Preferred Units will not bear interest.
Holders of Series E Preferred Units are not entitled to any distributions in excess of full distributions on the Series E Preferred Units. Unless full distributions on the Series E Preferred Units for all past distribution periods have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof in full is set apart for payment, the Partnership will not declare and pay or declare and set apart for payment distributions or declare and make any other distribution of cash or other property, directly or indirectly, on or with respect to, any Common Units, or any class or series of Junior Units or Parity Units (other than distributions paid in Junior Units or options, warrants or rights to purchase such units) for any period nor redeem, purchase or otherwise acquire for any consideration, or pay or make available any monies for a sinking fund for the redemption of, any Common Units or any class or series of Junior Units (except (i) by conversion into or exchange for other shares or Junior Units, (ii) by redemption, purchase or other acquisition of Common Units or such Junior Units made for purposes of an incentive, benefit, share redemption program or share purchase plan of the General Partner or any of its direct or indirect subsidiaries, (iii) for transfers, redemptions or purchases made pursuant to the provisions of Article VI of the General Partner’s Charter and (iv) as otherwise required to preserve the General Partner’s REIT qualification).
To the extent necessary to preserve the General Partner’s status as a REIT (as defined in the Partnership Agreement), nothing in Section 3(c) above will prohibit declaring or paying or setting apart for payment any distribution on the Common Units or any class or series of Junior Units or Parity Units for any period.
When cumulative distributions are not paid in full (or a sum sufficient for such full payment is not set apart) upon the Series E Preferred Units and any class or series of Parity Units, all distributions declared upon the Series E Preferred Units and any class or series of Parity Units will be paid pro rata so that the amount of distributions paid per Series E Preferred Unit and such class or series of Parity Units will in all cases bear to each other the same ratio that accumulated distributions per Series E Preferred Unit and such class or series of Parity Units (which will not include any accrual in respect of unpaid distributions for prior distribution periods if such Parity Units does not have a cumulative distribution) bear to each other.
In determining whether a distribution (other than upon voluntary or involuntary liquidation), by distribution, redemption or other acquisition of the Partnership’s equity securities is permitted under Delaware law, no effect shall be given to amounts that would be needed, if the Partnership was to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of unitholders whose preferential rights on dissolution are superior to those receiving the distribution.
Liquidation Preference.
Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership (each a “Liquidation Event”), before any distribution or payment will be made to holders of the Common Units or any other class or series of Junior Units, the holders of Series E Preferred Units then outstanding will be entitled to be paid out of the assets legally available for distribution to the Partnership’s unitholders, after payment or provision for Partnership debts, liquidating distributions to the holders of all outstanding Senior Units, and other
liabilities, an amount per unit (the “Liquidation Preference”) equal to $10.00, subject to appropriate adjustment in relation to any recapitalizations, unit distribution, unit splits, unit combinations, reclassifications or other similar events which affect the Series E Preferred Units, plus an amount equal to accrued but unpaid cash distributions thereon, if any, to but not including the date of payment, pari passu with the holders of units of any other class or series of Parity Units.
If the assets of the Partnership legally available for distribution to unitholders are insufficient to pay in full the liquidating distributions on all outstanding Series E Preferred Units and the corresponding amounts payable on all outstanding any class or series of Parity Units, then all assets distributed to the holders of the Series E Preferred Units and any class or series of Parity Units will be distributed pro rata so that the amount of assets distributed per Series E Preferred Unit and such class or series of Parity Units will in all cases bear to each other the same ratio that the liquidating distributions per Series E Preferred Unit and such class or series of Parity Units bear to each other.
After payment of the full amount of the liquidating distributions to which they are entitled, the holders of the Series E Preferred Units will have no right or claim to any remaining assets. The Partnership’s consolidation or merger with or into another entity, the consolidation or merger of another entity with or into the Partnership, a statutory securities exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s property or business will not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership’s affairs.
Redemption and Repurchase. In connection with any redemption by the General Partner of any shares of Series E Preferred Stock pursuant to Section 5 of the Articles Supplementary, the Partnership shall redeem, on the date of such redemption, an equal number of Series E Preferred Units held by the General Partner. As consideration for the redemption of such Series E Preferred Units, the Partnership shall deliver to the General Partner an amount of cash equal to the amount of cash, if any, paid to redeem the shares of Series E Preferred Stock (except (i) by redemption, purchase or other acquisition of Common Stock or such Junior Securities made for purposes of an incentive, benefit, share redemption program or share purchase plan of the Corporation or any of its direct or indirect subsidiaries, (ii) for transfers, redemptions or purchases made pursuant to the provisions of Article VI of the Charter and (iii) as otherwise required to preserve the General Partner’s REIT qualification).
Status of Acquired Units. In the event any Series E Preferred Units have been redeemed or repurchased by the Partnership pursuant to Section 5 hereof, or otherwise reacquired by the Partnership, the units so redeemed, repurchased, converted or reacquired shall become unissued Preferred Units without further designation as to class or series, available for future classification or reclassification by the General Partner and issuance by the Partnership.
Record Holders. The Partnership and the transfer agent for the Series E Preferred Units may deem and treat the record holder of any Series E Preferred Units as the true and lawful owner thereof for all purposes, and neither the Partnership nor the transfer agent shall be affected by any notice to the contrary.
No Preemptive Rights. No holder of the Series E Preferred Units will, as a holder of the Series E Preferred Units, have any preemptive rights to purchase or subscribe for Common Units or any other security of the Partnership (whether now or hereafter authorized).
Severability. If any of the preferences, or other rights, voting powers, restrictions, limitations as to distributions or other distributions, qualifications or terms or conditions of redemption or repurchase of the Series E Preferred Units are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, then, to the extent permitted by law, all other preferences, or other rights, voting powers, restrictions, limitations as to distributions or other distributions, qualifications or terms or conditions of redemption or repurchase of the Series E Preferred Units which can be given effect without the invalid, unlawful or unenforceable preferences, or other rights, voting powers, restrictions, limitations as to distributions or other distributions, qualifications or terms or conditions of redemption or repurchase of the Series E Preferred Units shall remain in full force and effect and shall not be deemed dependent upon any invalid, unlawful or unenforceable preferences, or other rights, voting powers, restrictions, limitations as to distributions or other distributions, qualifications or terms or conditions of redemption or repurchase of the Series E Preferred Units.
Continuation of Partnership Agreement. The Partnership Agreement and this Amendment shall be read together and shall have the same force and effect as if the provisions of the Partnership Agreement and this Amendment were contained in one document. Any provisions of the Partnership Agreement not amended by this Amendment shall remain in full force and effect as provided in the Partnership Agreement immediately prior to the date hereof. In the event of a conflict between the provisions of this Amendment and the Partnership Agreement, the provisions of this Amendment shall control.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 6 to the Partnership Agreement as of the 26th day of September 2025.

STRATEGIC STORAGE OPERATING PARTNERSHIP VI, L.P.

By: Strategic Storage Trust VI, Inc.,

its sole general partner

By: /S/H. Michael Schwartz Name: H. Michael Schwartz Title: Chief Executive Officer

STRATEGIC STORAGE TRUST VI, INC.

By: /S/H. Michael Schwartz

Name: H. Michael Schwartz

Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

Strategic Storage Trust VI Announces Series E Preferred Stock Offering

LADERA RANCH, Calif. – October 6, 2025 – Strategic Storage Trust VI, Inc. (“SST VI”), a publicly registered non-traded real estate investment trust sponsored by an affiliate of SmartStop Self Storage REIT, Inc. (“SmartStop”) (NYSE: SMA), announced the launch of a $75 million Series E Preferred Stock offering for accredited investors which is expandable to $100 million. The offering provides investors with an opportunity to participate in a diversified portfolio of income-producing and growth-oriented self-storage assets.

The offering carries an 8% annualized cash dividend, paid monthly when authorized and declared, and ranks senior to all common stock, which totaled approximately $260 million as of June 30, 2025. With a current portfolio of more than $500 million, proceeds from the Series E offering are expected to pay down debt and further invest in income-producing and growth-oriented self-storage properties and related self-storage real estate investments.

“The launch of Series E Preferred stock offering reflects our ongoing commitment to providing retail investors with stable income and access to institutional-quality self-storage assets throughout North America,” said H. Michael Schwartz, President and CEO of SST VI. “The self-storage sector has proven to be a defensive asset class across market cycles. This offering is designed to deliver attractive, risk-adjusted returns while strengthening our capital base and supporting disciplined expansion. We are committed to aligning the interests of our investors with the long-term success of SST VI.”

Forward-Looking Statements

Certain of the matters discussed in this earnings release, other than historical facts, constitute forward-looking statements within the meaning of the federal securities laws, and we intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in such federal securities laws. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words, or the negative of such terms or other comparable terminology, or by discussions of strategy. We may also make additional forward-looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements.

Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them, but there can be no assurance that management’s expectations, beliefs and projections will result or be achieved.

For further information regarding risks and uncertainties associated with our business, and important factors that could cause our actual results to vary materially from those expressed or implied in such forward-looking statements, please refer to the factors listed and described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Risk Factors” sections of the documents we file from time to time with the SEC, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2024, as supplemented by the risk factors included in Part II, Item 1A of our Form 10-Qs, copies of which may be obtained from our website at www.strategicreit.com.

About Strategic Storage Trust VI, Inc. (SST VI):

SST VI is a Maryland corporation that was elected to qualify as a REIT for federal income tax purposes. SST VI’s primary investment strategy is to invest in income-producing and growth self-storage facilities and related self-storage real estate investments in the United States and Canada. As of October 6, 2025, SST VI has a portfolio of 13 operating properties in the United States comprising approximately 9,015 units and 1,079,395 rentable square feet (including parking); 11 properties with approximately 10,205 units and 1,067,715 rentable square feet (including parking) in Canada, joint venture interests in four operational and one development properties in two Canadian provinces (Ontario and Québec) and two wholly owned development property in Ontario and Florida.

About SmartStop Self Storage REIT, Inc. (SmartStop):

SmartStop Self Storage REIT, Inc. (“SmartStop”) (NYSE: SMA) is a self-managed REIT with a fully integrated operations team of more than 1,000 self-storage professionals focused on growing the SmartStop® Self Storage brand. SmartStop, through its indirect subsidiary SmartStop REIT Advisors, LLC, also sponsors other self-storage programs, and through its indirect subsidiary Argus Professional Storage Management offers third party management services in the U.S. and Canada. As of October 6, 2025, SmartStop has an owned or managed portfolio of over 460 operating properties in 34 states, the District of Columbia, and Canada, comprising over 270,000 units and 35 million rentable square feet. SmartStop and its affiliates own or manage 49 operating self-storage properties across four provinces in Canada, which total approximately 42,200 units and 4.3 million rentable square feet.

Contact:

David Corak

SVP of Corporate Finance & Strategy

SmartStop Self Storage REIT, Inc.

IR@smartstop.com