SMA 8-K
SmartStop Self Storage REIT, Inc. (SMA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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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 August 18, 2026, SmartStop OP, L.P. (the "Operating Partnership"), the operating partnership of SmartStop Self Storage REIT, Inc. (the "Company"), completed a private placement of $200 million CAD aggregate principal amount of its 4.317% Senior Unsecured Notes due February 18, 2031 (the "2031 Notes"). The 2031 Notes were sold on a private placement basis in Canada at a price of $1,000 CAD per $1,000 CAD principal amount, and were issued under an indenture with Computershare Trust Company of Canada, as trustee, as supplemented by a third supplemental indenture dated August 18, 2026. Interest is payable semiannually in arrears on February 18 and August 18 of each year, commencing February 18, 2027. The 2031 Notes are guaranteed by the Company and certain of its subsidiaries and are rated BBB (Stable) by Morningstar DBRS. The Operating Partnership used the net proceeds from the offering to repay existing indebtedness, including repayment of amounts drawn under its revolving credit facility, and for general corporate purposes.
On August 18, 2026, the Company issued a press release announcing the closing of the offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The 2031 Notes have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01, including Exhibit 99.1 and the 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, dated August 18, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
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SmartStop Self Storage REIT, Inc. |
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Date: |
August 18, 2026 |
By: |
/s/ James R. Barry |
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Chief Financial Officer and Treasurer |
SmartStop Closes Canadian Maple Bond Offering for CAD $200 Million
LADERA RANCH, CALIF. – August 18, 2026 – 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 that it has closed a CAD $200 million aggregate principal amount of Series C Senior Unsecured Notes, due February 18, 2031 (the “Notes”). The Notes were issued by SmartStop’s operating partnership, SmartStop OP, L.P. The Notes bear interest at a rate of approximately 4.317% per annum, payable in cash in equal semiannual installments commencing on February 18, 2027. The Notes are rated BBB with a Stable Outlook by Morningstar DBRS.
This Maple Bond marks SmartStop’s third senior unsecured Canadian bond offering, a testament to SmartStop’s long-standing and growing presence in the Canadian market with more than 15 years of operating experience in the GTA (“Greater Toronto Area”). SmartStop used the net proceeds from the offering to repay existing indebtedness, including repayment of amounts drawn under its revolving credit facility, and for general corporate purposes.
“We are thrilled to opportunistically complete our third Maple Bond, leveraging our Canadian exposure to raise capital at an attractive rate,” said H. Michael Schwartz, Chairman and Chief Executive Officer of SmartStop. “With these bonds, we have substantially completed the refinance of our 2026 debt maturities, materially termed out the balance on our senior revolver, while strategically laddering out our debt maturities.”
The Notes were offered on an agency basis by a syndicate of agents that included BMO Capital Markets and National Bank of Canada Capital Markets who served as Bookrunners, and Scotiabank and RBC Capital Markets who served as co-managers. McMillan LLP served as SmartStop’s Canadian Counsel, Nelson Mullins Riley & Scarborough LLP served as Issuer’s United States Counsel, Venable LLP served as SmartStop’s Maryland counsel, and Davies Ward Phillips & Vineberg LLP served as Dealers’ Counsel.
The Notes have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About SmartStop Self Storage REIT, Inc. (SmartStop):
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 Managed Platform offers third-party management services in the U.S. and Canada. As of August 18, 2026, SmartStop has an owned or managed portfolio of more than 460 operating properties in 36 states, the District of Columbia, and Canada, comprising over 275,000 units and more than 35 million rentable square feet. SmartStop and its affiliates own or manage 53 operating self-storage properties across four provinces in Canada, which total approximately 47,000 units and 4.7 million rentable square feet. Additional information regarding SmartStop is available at www.smartstopselfstorage.com
Contact:
David Corak
Senior VP of Corporate Finance and Strategy
SmartStop Self Storage REIT, Inc.
Media Relations Contact:
Julie Leber
Spotlight Marketing Communications
949-427-1391
[email protected]