SmartStop Self Storage REIT Files 8-K on Material Agreement

TL;DR

SmartStop REIT just filed an 8-K for a new material agreement - could be big.

AI Summary

On September 24, 2025, SmartStop Self Storage REIT, Inc. filed an 8-K report detailing a material definitive agreement. The filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant. This report is subject to Regulation FD disclosure and includes financial statements and exhibits.

Why It Matters

This filing signals a significant new agreement or financial commitment for SmartStop Self Storage REIT, Inc., which could impact its financial obligations and operational structure.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and potential new financial obligations, which warrants attention for potential impacts on the company's financial health.

Key Numbers

• 001-42584 — SEC File Number (Identifies the company's filing with the SEC.)
• 46-1722812 — IRS Employer Identification No. (Company's tax identification number.)
• 20250924 — Report Date (Date of the earliest event reported in the 8-K.)

Key Players & Entities

• SmartStop Self Storage REIT, Inc. (company) — Registrant
• Maryland (jurisdiction) — State of Incorporation
• 10 Terrace Road, Ladera Ranch, California 92694 (address) — Principal Executive Offices
• Strategic Storage Trust II, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value SMA New York Stock Exchan
• $200 million — aggregate principal amount of up to CAD$200 million 3.888% Senior Unsecured Notes Due 2030
• $1,000 — Operating Partnership at a price of CAD$1,000 per CAD$1,000 principal amount of 2030
• $150 million — cility"), the Operating Partnership's US$150 million of 4.53% Senior Notes due April 19, 203
• $500 million — s"), and the Operating Partnership's CAD$500 million 3.907% Senior Unsecured Notes Due 2028

Filing Documents

• ck0001585389-20250924.htm (8-K) — 60KB
• ck0001585389-ex10_2.htm (EX-10.2) — 549KB
• ck0001585389-ex99_1.htm (EX-99.1) — 12KB
• img141272986_0.jpg (GRAPHIC) — 707KB
• 0001193125-25-215411.txt ( ) — 1747KB
• ck0001585389-20250924.xsd (EX-101.SCH) — 23KB
• ck0001585389-20250924_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 19, 2025, SmartStop Self Storage REIT, Inc. (the "Company"), as guarantor, and its operating partnership, SmartStop OP, L.P. (the "Operating Partnership"), as issuer, agreed to offer and sell, on a private placement basis in all of the provinces of Canada, an aggregate principal amount of up to CAD$200 million 3.888% Senior Unsecured Notes Due 2030 (the "2030 Notes") of the Operating Partnership at a price of CAD$1,000 per CAD$1,000 principal amount of 2030 Notes (the "Offering"). The 2030 Notes were offered pursuant to an agency agreement entered into among the Company, the Operating Partnership, the Subsidiary Guarantors (as defined below), BMO Nesbitt Burns Inc., National Bank Financial Inc., Scotia Capital Inc. and RBC Dominion Securities Inc. The sale and purchase of the 2030 Notes occurred on September 24, 2025. The 2030 Notes were issued pursuant to an indenture (the "Base Indenture") among the Company, the Operating Partnership and Computershare Trust Company of Canada (the "Trustee"), as amended and supplemented by a second supplemental indenture to the Base Indenture among the Company, the Operating Partnership and the Subsidiary Guarantors (as defined below) (the "Second Supplemental Indenture" and together with the Base Indenture, the "Indenture"). The 2030 Notes bear interest at a rate of approximately 3.89% per annum, payable semiannually on September 24 and March 24 in each year, beginning on March 24, 2026, until maturity. The 2030 Notes are rated BBB (Stable) by Morningstar DBRS. The Operating Partnership will be permitted to redeem at any time all, or from time to time any part of, the 2030 Notes then outstanding at a redemption price equal to the greater of (i) 100% of the principal amount so prepaid and (ii) the Canada Yield Price, together in each case, with accrued and unpaid interest, if any, to the date fixed for redemption. The "Canada Yield Price" means a price equ

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 24, 2025, the Company issued a press release announcing the closing of the 2030 Notes. 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 10.1 Base Indenture, dated June 16, 2025, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on June 16, 2025, Commission File No. 001-42584 10.2 Second Supplemental Indenture, dated September 24, 2025 99.1 Press Release, dated September 24, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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: September 24, 2025 By: /s/ James R. Barry James R. Barry Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR