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): September 27, 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 September 27, 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: September 27, 2022	By:	/s/ John Strockis
		John Strockis
		Chief Executive Officer and President

EX-99.1

Exhibit 99.1

September 27, 2022

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

Second Quarter 2022

Letter to Stockholders

Dear Stockholder,

The SSSHT team is focused on working closely with our senior living operators and student housing manager to achieve our 2022 financials goals. Through June 30, 2022, here is summary of our Second Quarter (“2Q”) results:

• Senior Living occupancies: increased 270 basis points from 86% as of March 31, 2022 to 88.7% as of June 30, 2022.

• Student Living occupancies at YOUnion@Fayetteville: averaged 95% during 2Q and the community is 100% pre-leased for Academic Year 22-23.

Excluding operations of the Tallahassee student property that was sold during the first quarter of 2022, we achieved meaningful positive operating results comparing 2Q 2022 vs 2Q 2021:

• Property Revenues: increased approximately $1.1M

• Property Operating Expenses: increased approximately $0.6M

While we are encouraged with our 2Q and Year over Year results, a number of challenges and risk factors remain for the rest of 2022 including:

• The ability to continue to grow the senior living business organically (i.e. increase rents and care fees while controlling expenses) to combat inflationary pressures and improve operating margins.

• Retention of top talent. Competition is fierce for highly qualified senior living management staff and our third-party property managers are experiencing on-site and regional employee turnover that could negatively impact property operations and earnings momentum.

• Being prepared for COVID-19 community outbreaks as fall approaches.

• The ability to grow rents meaningfully at our YOUnion@Fayetteville student property for Academic Year 23-24.

• Carefully deploying our capital expenditures back into our senior communities that will both attract new and retain existing residents.

As a result of the sale of our Tallahassee student property in January 2022, we anticipate SSSHT will make a distribution related to tax year 2022 for a portion of the gain recognized upon such sale, in a combination of stock and cash. Further, we have seen marked improvement in the student housing investment property sector as evidenced by affiliates of Blackstone Group, Inc. acquiring the YOUnion Student Living portfolio, which included our Tallahassee property, and the $12.8B “go private” acquisition of American Campus Communities, Inc. We are evaluating potential strategies and capital markets solutions in an effort to enhance value for our stockholders.

Sincerely,

John Strockis<br><br>CEO and President

Strategic Student & Senior Housing Trust, Inc. | 10 Terrace Road, Ladera Ranch, CA 92694 | 877.327.3485 | info@StrategicREIT.com