8-K

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 2, 2022

Strategic Student & Senior Housing Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland<br><br>(State or other jurisdiction of incorporation)	333-220646<br><br>(Commission File Number)	81-4112948<br><br>(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)

None

(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 7.01. Regulation FD Disclosure.

On June 2, 2022, Strategic Student & Senior Housing Trust, Inc. (the "Company"), issued the letter to stockholders that is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure (including Exhibit 99.1) 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	Letter to Stockholders (furnished only)
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 STUDENT & SENIOR HOUSING Trust, Inc.

Date: June 2, 2022	By:	/s/ John Strockis
		John Strockis
		Chief Executive Officer and President

EX-99.1

Exhibit 99.1

June 2, 2022

Re: Strategic Student & Senior Housing Trust, Inc. (“SSSHT”)

First Quarter 2022

Letter to Stockholders

Dear Stockholder,

I am pleased to report some positive operating results during the first quarter of 2022. We increased occupancies in our senior communities over 400 basis points from approximately 82% on December 31, 2021 to approximately 86% on March 31, 2022. Secondly, SSSHT completed the sale of our Tallahassee student property and received proceeds from the liquidation of our investment in the Power 5 DST. The net proceeds from these transactions allowed us to repay the mortgage on the Tallahassee property, reduce our bridge loan balances from $44 million down to $27 million and increase our cash available to support operations by approximately $8 million. However, our cautious optimism remains tempered by COVID-19 variant risks along with labor shortages, increased payroll costs and inflationary related expense increases, all of which negatively impact our operating margins.

With the sale of our Tallahassee student property, we have only one remaining student community in our portfolio which is at the University of Arkansas in Fayetteville. This property is currently 95% occupied and approximately 100% pre-leased for Academic Year 2022-2023. We remain bullish on the Class A student housing markets in general and our Fayetteville property specifically.

Excluding operations of the Tallahassee student property that was sold during the first quarter of 2022, we had modest but positive operating results 1Q 2022 vs. 1Q 2021 with revenues increasing by approximately $800,000 and property operating expenses increasing by approximately $700,000.

We have clear goals for the remainder of 2022.

• Continue to organically grow revenues by increasing senior census;

• Grow rents and care fees in communities where we have pricing power;

• Deploy capital improvement expenditures strategically where we see real returns on investment;

Strategic Student & Senior Housing Trust, Inc. | 10 Terrace Road, Ladera Ranch, CA 92694 | 866.418.5144 | info@StrategicREIT.com | www.strategicreit.com

• Work with our senior living operators to manage COVID-19 protocols; and

• Manage expenses closely to increase operating margins.

Since the onset of COVID-19, our last few years as a company have been a struggle. However, based on our recent operating performance and market trends, we now have optimism that better days are ahead for SSSHT. While meaningful risk factors remain, including but not limited to further COVID-19 variant outbreaks, we will continue to work hard as a company to both serve our senior and student residents and improve operating results to our stockholders.

Sincerely,

John Strockis<br><br>CEO and President

Strategic Student & Senior Housing Trust, Inc. | 10 Terrace Road, Ladera Ranch, CA 92694 | 866.418.5144 | info@StrategicREIT.com | www.strategicreit.com