8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CurrentReport

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2021

Strategic Student & Senior Housing Trust, Inc.

(Exact name of registrant as specified in its charter)

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)

Not Applicable

(Formername or former address, if changed since last report)

Check the appropriate boxbelow if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of1933 (§ 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ ****

On January 29, 2021, 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.

SIGNATURE

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.

EX-99.1

Exhibit 99.1

January 29, 2021

Dear Stockholder:

The purpose of this letter is to update you on property and operational matters that took place in both the third quarter (“Q3”) and fourth quarter (“Q4”) of 2020 and their impact on Strategic Student & Senior Housing Trust, Inc. (“SSSHT”). The ramifications of the COVID-19 pandemic continued to negatively impact the seniors housing industry but presented fewer risk factors in the student housing sector.

Green Street Advisors recently advised that “Seniors housing is among the sectors that have been hit hardest by COVID-19 as fundamentals have been squeezed by sizeable occupancy declines… and expense pressure related to COVID prevention and containment measures. These headwinds aren’t likely to let up until mid-’21… and COVID vaccines have been widely distributed.”

During Q3 and Q4, our senior living operators worked hard to keep our senior living residents as safe as possible against the COVID-19 surge. Nevertheless, all of our communities reported positive cases while adhering to CDC and other governmental directives including testing procedures and restricted move-in polices. Despite rapid testing, the continued use of PPE, additional cleaning procedures and minimal residential programming, certain families were hesitant to move their loved ones into our senior communities until the pandemic was under control. As a result, our senior living occupancies and rental revenue continued to decline.

To address these declines, SSSHT management took the following actions to improve liquidity in the fund including:

Here is a brief summary of how our SSSHT senior and student housing communities performed in Q3 and Q4 2020:

Senior Housing

Student Housing

Outlook

Green Street Advisors in their “Outlook for Senior Housing – Light at the End of the Tunnel” dated January 12, 2021 noted “There is a risk that the collective COVID experience, even when it’s over and done, could limit future penetration gains expected pre-COVID, but any lag post-vaccine is likely to be more temporary than permanent.” We concur with this statement.

All SSSHT seniors communities have either started vaccinating residents and staff or have specific vaccine clinic dates secured. If vaccine supply is not interrupted, all communities are expected to have completed their three vaccination clinics by the end of the first quarter. So far 95% of our senior residents are choosing to be vaccinated. When fully vaccinated, we believe our communities will see increased leads, tours and move-ins.

Student housing pre-leasing for AY 21-22 is slower than last year at Florida State but up slightly at the University of Arkansas. Students appear to be delaying housing decisions until the universities announce Fall 2021 instruction modes and pandemic risks decline.

As vaccination efforts become better organized and implemented nationally and the pandemic spread is mitigated, we believe both our seniors and student housing communities will benefit. However, we expect that our recovery will be slow, although steady. In the meantime, please keep the faith as we work hard to restore the viability of our great properties.

Sincerely,

Certain statements contained in this letter, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,”    “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “seek,” “continue,” or other similar words. Such statements include, in particular, statements about our plans, strategies, and prospects and, in this letter, include our statements about expectations as to vaccination rates, resulting increased leads, tours and move-ins, student housing decisions and the pace of our expected recovery, all of which are subject to certain risks and uncertainties, including known and unknown risks, and are based on a number of assumptions which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this letter. We cannot guarantee the accuracy of any such forward-looking statements contained in this letter, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. The risks, uncertainties, assumptions and other factors that could cause such forward-looking statements not to come to fruition include, among other things, future economic, competitive, and market conditions, including without limitation changes in the political and economic climate, economic conditions and fiscal imbalances in the United States and in the markets in which we operate, and other major developments, including wars, natural disasters, epidemics and pandemics, including the continuation of the novel coronavirus (COVID-19) pandemic and its effects on public health and on the economy, resulting government quarantine and shutdown orders, military actions, and terrorist attacks. The occurrence or severity of any such event or circumstance is difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations and provide distributions to stockholders, and our ability to find suitable investment properties, may be significantly hindered. These risk and uncertainties that could cause forward-looking statements not to come to fruition also include those items that we identify as “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, as supplemented by our Form 10-Q for the nine months ended September 30, 2020, and other reports that we file from time to time with the Securities and Exchange Commission.