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): January 30, 2023

Strategic Student & Senior Housing Trust, Inc.

(Exact name of registrant as specified in its charter)

19900 MacArthur Blvd. Suite 250

Irvine, California 92612

(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:

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 January 30, 2023, Strategic Student & Senior Housing Trust, Inc. (the "Company"), issued a press release announcing that its board of directors approved an estimated per share asset value of its common stock of $6.24 as of September 30, 2022. A copy of the press release 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.

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.

EX-99.1

Exhibit 99.1

Contacts FOR IMMEDIATE RELEASE

Damon Elder

Spotlight Marketing Communications

949.427.1377

damon@spotlightmarcom.com

Strategic Student & Senior Housing Trust Announces

New Increased Estimated Per Share Net Asset Value

IRVINE, Calif. – (Jan. 30, 2023) – Strategic Student & Senior Housing Trust, Inc., a public, non-traded real estate investment trust sponsored by Strategic Asset Management I LLC, announced that its board of directors approved an estimated per share net asset value (“NAV”) of its common stock of $6.24 as of Sept. 30, 2022, representing a 3% increase compared to the company’s previously declared estimated NAV of $6.08 as of Dec. 31, 2021.

“Despite staffing challenges at our senior housing communities, I am pleased that the combined efforts of our asset management team and our third-party operating managers resulted in an increase in our year-over-year net operating income, which contributed to our increased estimated per share NAV,” said John Strockis, president and chief executive officer.

Following the recommendation of its nominating and corporate governance committee, composed solely of independent directors, the estimated per share NAV of the company’s Class A, Class T, Class W, Class Y, and Class Z shares was unanimously approved and established by the full board of directors. Kroll Real Estate Advisory Group, an independent third-party valuation firm, determined a mid-point estimated per share NAV of $6.24 for each class of common stock, which was based upon Kroll’s valuation analyses of the company’s property portfolio plus cash and other assets, less the estimated value of outstanding mortgage debt and other liabilities, divided by the number of shares issued and outstanding on an adjusted fully diluted basis, calculated as of Sept. 30, 2022. This methodology complies with the Institute for Portfolio Alternatives’ practice guideline regarding valuations of publicly registered non-listed REITs.

Consistent with the IPA guidelines, Kroll’s valuation does not include a portfolio premium that may be expected to accrue in a typical real estate valuation process conducted for transaction purposes, nor does it reflect an enterprise value.

About Strategic Student & Senior Housing Trust, Inc. (SSSHT)

Strategic Student & Senior Housing Trust is a public non-traded REIT that owns and manages a portfolio of income-producing, Class “A” student housing and senior housing communities comprised of one

student housing property and four senior housing properties, as of Sept. 30, 2022. The REIT is externally advised by Strategic Asset Management I, LLC.

About Strategic Asset Management I, LLC. (SAM)

Strategic Asset Management is a diversified real estate investment company that provides a range of services to the capital markets, including acquisitions, asset and property management, leasing, development and disposition. Since 2004, Strategic Asset Management and its affiliates have completed approximately $6 billion in real estate transactions and returned more than $1.2 billion in equity and profits to investors. For more information, please visit www.SAM.com.