SmartStop Self Storage REIT, Inc. Announces Entry into Equity Distribution Agreement

Key Highlights and Shareholder Implications

• SmartStop Self Storage REIT, Inc. (NYSE: SMA) has entered into a significant Equity Distribution Agreement dated March 19, 2026.
• The agreement involves several leading global financial institutions as agents, forward sellers, and forward purchasers, including:
  • J.P. Morgan Securities LLC
  • BMO Capital Markets Corp.
  • KeyBanc Capital Markets Inc.
  • RBC Capital Markets, LLC
  • Scotia Capital (USA) Inc.
  • M&T Securities, Inc.
  • Truist Bank
  • Huntington Securities, Inc.
  • Bank of Montreal
  • Royal Bank of Canada
  • Robert W. Baird & Co. Incorporated
• The agreement enables SmartStop to offer and sell shares of its common stock, par value \$0.001 per share, through various transaction methods, including at-the-market offerings, agency transactions, forward transactions, and principal transactions.
• The shares have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance.

Details of the Equity Distribution Agreement

• The company may sell shares through ordinary broker transactions on the NYSE, which qualify as “at the market offerings” under SEC Rule 415(a)(4).
• Sales may also occur through negotiated transactions as agreed in writing between the company and the respective financial institution.
• Each sale is confirmed in writing, specifying the number of shares, gross sales price, and net sales price.
• The company retains responsibility for ensuring that the total number of shares sold does not exceed the maximum amount authorized by its board of directors or an authorized committee.
• All shares issued under this agreement are fully authorized and legally valid, as confirmed by the legal opinion of Nelson Mullins Riley & Scarborough LLP.

Important Provisions and Shareholder Considerations

• Material Definitive Agreement: The execution of this agreement is classified as a material definitive agreement, indicating its significance to the company’s operations and financial position.
• Price-Sensitive Periods: The company is restricted from selling shares during periods when it is in possession of material non-public information or around earnings releases, unless additional conditions are met (e.g., filing a Current Report on Form 8-K with specified financial data).
• Disclosure Controls: SmartStop represents that it maintains effective disclosure controls and internal controls over financial reporting, with no material weaknesses identified as of the last fiscal quarter.
• Compliance and Eligibility: SmartStop affirms compliance with all SEC regulations, including the use of free writing prospectuses and the registration of shares for public offering. The company is considered a “well-known seasoned issuer,” enhancing its credibility and access to capital markets.
• Use of Proceeds: The company intends to use the net proceeds from share sales for general corporate purposes, as disclosed in the prospectus supplement.
• Financial Reporting: The company commits to providing timely and accurate financial statements, and any material change in business or financial position must be disclosed to the agents and forward purchasers.

Potential Share Price Impact

• The ability to issue new shares “at the market” or through forward sales may have a significant impact on the company’s share price, depending on the volume and timing of sales.
• Shareholders should be aware that increased share issuance may result in dilution, affecting earnings per share and potentially the share price.
• Conversely, the flexibility to raise capital efficiently can support growth initiatives and strengthen the company’s balance sheet, which may be viewed positively if proceeds are deployed effectively.
• The agreement’s robust internal controls, board oversight, and requirement for public disclosure of material events aim to protect shareholder interests and ensure transparency.

Legal and Regulatory Matters

• The company and its underwriters have agreed to comprehensive indemnification provisions, protecting each party against specific liabilities related to securities law violations or material misstatements/omissions.
• The agreement includes mechanisms for handling amendments or supplements to the prospectus, stop orders, and related regulatory actions, ensuring compliance with SEC requirements.
• All parties have acknowledged the necessity to adjust share-related numbers in the event of any future stock splits.

Signatures and Execution

• The agreement has been duly executed by authorized representatives of SmartStop Self Storage REIT, Inc. and all participating banks and financial institutions.
• Key signatories include officers from the company and the lead agents, confirming their binding commitment to the terms of the agreement.

Conclusion

For shareholders, this equity distribution agreement is a major development. It provides SmartStop with access to flexible capital while imposing strict controls and transparency requirements. Investors should monitor future filings to assess the impact of any share issuance on valuation, dilution, and the company’s strategic growth plans.

Disclaimer: This article is based on the company’s SEC filings and public disclosures as of the date of the agreement. It is not investment advice. Investors should review all public filings and consult their financial advisor before making investment decisions.

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