SmartStop Self Storage REIT, Inc. 8-K

What Happened

• On March 19, 2026, SmartStop Self Storage REIT, Inc. and its Operating Partnership entered a distribution agreement with multiple banks and broker‑dealers (including J.P. Morgan, BMO, Evercore, KeyBanc, Raymond James, RBC, Wells Fargo and others) to sell up to $300 million aggregate offering price of common stock. The company also entered master forward sale agreements with several forward purchasers (e.g., JPMorgan Chase, Bank of Montreal, KeyBanc, Raymond James, RBC, Truist, Wells Fargo and affiliates).
• Shares may be sold in negotiated transactions, block trades or as “at‑the‑market” (ATM) offerings on the NYSE or other venues. The shares are being offered under SmartStop’s automatic shelf registration on Form S‑3 (File No. 333‑292583), and an ATM prospectus supplement was filed on March 19, 2026. A legal opinion from Nelson Mullins (Exhibit 5.1) accompanies the filing.

Key Details

• Offering capacity: up to $300 million aggregate offering price of common stock.
• Sales costs: Sales Agents’ commission up to 2.0% of gross sales; forward‑sale related commission (via reduction to forward price) also will not exceed 2.0%.
• Forward sale mechanics: Company expects to physically settle forward agreements but may elect cash or net‑share settlement; initial sales of borrowed shares by forward purchasers mean SmartStop may not initially receive proceeds.
• Use of proceeds: for general corporate purposes, including acquisitions, development/redevelopment and reduction of outstanding indebtedness (including revolver borrowings).

Why It Matters

• This agreement gives SmartStop a flexible way to raise equity capital up to $300M as market conditions permit, supporting acquisitions, development and debt reduction without a firm immediate issuance requirement.
• If shares are issued, existing shareholders could experience dilution; the forward agreements and settlement choices can affect the timing and form of proceeds. Costs include agent commissions (up to 2%) which reduce net proceeds.
• The filing is procedural (no immediate sale required) but establishes the framework the company can use to access public equity markets when management decides to sell shares.