SmartStop Self Storage REIT, Inc. has entered into agreements to sell a total of 9,372,500 shares of its common stock to underwriters. The transaction was executed on November 12, 2026, and involves the use of forward sale agreements.
The underwriting agreement was executed on November 9, 2026, with J.P. Morgan Securities LLC, Wells Fargo Securities LLC, KeyBanc Capital Markets Inc., BMO Capital Markets Corp., and Truist Securities Inc. acting as representatives. The initial agreement covered 8,150,000 shares, with the underwriters granted a 30-day option to purchase an additional 1,222,500 shares. This option was fully exercised on November 10, 2026.
The forward sale agreements were executed with JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association. The forward sellers, who are also the underwriters, borrowed shares from third parties to fulfill the sale. The initial forward sale price is set at $35.6125 per share. This price is subject to daily adjustments based on a floating interest rate factor and will be decreased on specific dates.
SmartStop has the right to elect physical, cash, or net share settlement for these agreements, with settlement dates to be determined by the company on or prior to September 30, 2028. The company does not initially receive proceeds from the sale of the shares by the forward sellers. However, upon settlement, SmartStop intends to contribute the net proceeds to its operating partnership in exchange for limited partnership interests. These funds are intended to finance investments, including a Canadian joint venture and pending acquisitions, as well as to repay debt and for general corporate purposes.
The offering was conducted under a prospectus supplement dated November 9, 2026, related to an effective automatic shelf registration statement on Form S-3 (File No. 333-292583).
