---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-072350"
form_type: "8-K"
ticker: "SMA"
cik: "0001585389"
company_name: "SmartStop Self Storage REIT, Inc."
filed_at: "2025-04-03T23:59:59+00:00"
generated_at: "2026-05-23T22:36:49.755068+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# SmartStop (SMA) closes $874M offering, lists on NYSE; cuts distribution to $1.60 annualized

## Summary
- Closed offering of 31.05M shares at $30/sh, raising ~$874.4M net; shares trade on NYSE as SMA.
- Net proceeds used to redeem Series A preferred, reduce debt, fund acquisitions.
- Pre-existing Class A/T shares auto-convert to SMA after lock-up ends Oct 1, 2025.
- Monthly distribution cut from $0.1973/sh ($2.40 annualized) to $0.1315/sh ($1.60 annualized) post-listing.
- Board approved equity grants totaling ~632K shares/units to executives and directors; director cash retainer raised to $65K, equity to $100K.

## SEC filing metadata
- accession: 0001193125-25-072350
- form_type: 8-K
- ticker: SMA
- cik: 0001585389
- company_name: SmartStop Self Storage REIT, Inc.
- filed_at: 2025-04-03T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 5.02, 5.03, 5.05, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1585389/000119312525072350/0001193125-25-072350-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1585389/000119312525072350/d861664d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-072350
- JSON: https://secwatch.observer/filing/0001193125-25-072350.json
- Plain text: https://secwatch.observer/filing/0001193125-25-072350.txt

## Key facts
- Governance Changes
  SmartStop Self Storage REIT, Inc.: Articles Supplementary filed on April 2, 2025 prohibit the Company from electing to be subject to Section 3-803 of the MGCL (MUTA), which would allow classification of the Board without stockholder approval, and such prohibition can only be repealed by stockholder vote (effective 2025-04-02).
  - Change: charter amendment
  - Effective: 2025-04-02
  source text: on April 2, 2025, the Company filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland, which prohibit the Company from unilaterally electing to be subject to Section 3-803 of Title 3, Subtitle 8 of the Maryland General Corporation Law (the "MGCL"), commonly referred to as the Maryland Unsolicited Takeovers Act ("MUTA")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1585389/000119312525072350/0001193125-25-072350-index.htm
- Governance Changes
  SmartStop Self Storage REIT, Inc.: The Board adopted an amended Code of Ethics and Business Conduct effective April 1, 2025, containing general guidelines for executive officers, directors, and employees (effective 2025-04-01).
  - Change: code of ethics
  - Effective: 2025-04-01
  source text: In connection with the Listing, the Board adopted an amended Code of Ethics and Business Conduct, effective as of April 1, 2025, which contains general guidelines applicable to our executive officers, including our principal executive officer, principal financial officer and principal accounting officer, our directors and our employees.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1585389/000119312525072350/0001193125-25-072350-index.htm
- Governance Changes
  SmartStop Self Storage REIT, Inc.: The Board adopted second amended and restated bylaws effective April 1, 2025, requiring a majority of votes cast to elect directors, granting stockholders concurrent power to amend bylaws, and adding updates consistent with Rule 14a-19 (effective 2025-04-01).
  - Change: bylaw amendment
  - Effective: 2025-04-01
  source text: In connection with the Offering, the Board adopted the second amended and restated bylaws (the "Second Amended and Restated Bylaws"), effective as of April 1, 2025, to, among other things, require a majority of all votes cast at a meeting of stockholders duly called and at which a quorum is present to elect a director and to grant the stockholders of the Company the concurrent power to amend the Second Amended and Restated Bylaws.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1585389/000119312525072350/0001193125-25-072350-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.