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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): June 11, 2025
SmartStop Self Storage REIT, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-42584 | 46-1722812 | ||
| (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)
(866) 418-5144
(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 |
Name of Each Exchange |
||
| Common Stock, $0.001 par value | SMA | New York Stock Exchange |
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 7.01. | Regulation FD Disclosure. |
On June 11, 2025, SmartStop Self Storage REIT, Inc. (the “Company”) issued a press release announcing the pricing of a Canadian Maple Bond offering. The press release was intended to comply with Securities Act Rule 135c and, accordingly, pursuant to Rule 135c(d), a copy of the press release accompanies this Current Report on Form 8-K as Exhibit 99.1.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “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.
| 99.1 | Press Release (pursuant to Rule 135c), dated June 11, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SMARTSTOP SELF STORAGE REIT, INC. | ||||||
| Date: June 11, 2025 |
By: | /s/ James R. Barry |
||||
| James R. Barry | ||||||
| Chief Financial Officer and Treasurer | ||||||
Exhibit 99.1
SmartStop Prices Canadian Maple Bond Offering
LADERA RANCH, CALIF. – June 11, 2025 – SmartStop Self Storage REIT, Inc. (“SmartStop”) (NYSE: SMA), an internally managed real estate investment trust and a premier owner and operator of self-storage facilities in the United States and Canada, announced the pricing of a Canadian Maple Bond offering. SmartStop’s affiliated operating partnership, SmartStop OP, L.P., will issue CAD $500 million of series A senior unsecured notes, due June 16, 2028 (the “Notes”). The Notes bear interest at a rate of approximately 3.91% per annum, payable in cash in equal semi-annual installments, commencing on December 16, 2025. The effective interest rate on the indentures after accounting for an interest rate hedge is approximately 3.85%. The Notes are rated BBB (Stable) by Morningstar DBRS.
SmartStop intends to use the net proceeds from the offering to repay outstanding higher interest rate indebtedness, fund acquisitions and for general corporate purposes. The closing of the offering is expected to occur on June 16, 2025, subject to the satisfaction of customary closing conditions.
The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws. The Notes were offered exclusively to persons resident in a Canadian province, through a syndicate of agents on a private placement basis. The Notes will not be sold to investors outside of Canada.
This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
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 approximately 590 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. As of June 2, 2025, SmartStop has an owned or managed portfolio of 222 operating properties in 23 states, the District of Columbia, and Canada, comprising approximately 158,900 units and 17.9 million rentable square feet. SmartStop and its affiliates own or manage 42 operating self-storage properties in Canada, which total approximately 35,700 units and 3.6 million rentable square feet.