SmartStop REIT issues C$200M 4.317% notes in Canada

SmartStop Self Storage REIT, Inc. (SMA) announced that its operating partnership, SmartStop OP, L.P., completed a private placement of CAD $200 million aggregate principal amount of 4.317% Series C Senior Unsecured Notes due February 18, 2031 in Canada.

Rhea-AI Filing Summary

SmartStop Self Storage REIT, Inc. (SMA) announced that its operating partnership, SmartStop OP, L.P., completed a private placement of CAD $200 million aggregate principal amount of 4.317% Series C Senior Unsecured Notes due February 18, 2031 in Canada. The notes were issued at par, pay interest semiannually starting February 18, 2027, are guaranteed by SmartStop and certain subsidiaries, and are rated BBB (Stable) by Morningstar DBRS.

Management states that this third Canadian “Maple Bond” was used to repay existing indebtedness, including balances on the revolving credit facility, and for general corporate purposes, helping refinance 2026 debt maturities and extend the revolver’s term. As of August 18, 2026, SmartStop owns or manages over 460 self-storage properties totaling more than 35 million rentable square feet.

Filing Explained

The completed financing adds guaranteed senior debt through February 2031 and restricts U.S. resale absent registration or an exemption.

The completed CAD $200 million notes are obligations of SmartStop OP, guaranteed by SmartStop and certain subsidiaries, with cash interest payable twice a year beginning February 18, 2027.

A private placement is a sale to selected investors outside a public offering; the filing states these notes are not registered in the United States and cannot be offered or sold there without registration or an exemption.

The notes therefore carry both a specified repayment obligation through February 18, 2031 and a stated U.S. resale restriction, in addition to the refinancing uses already disclosed.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Maple Bond principal amount: CAD $200 million Coupon rate: 4.317% per annum Maturity date: February 18, 2031 +5 more

8 metrics

Maple Bond principal amount CAD $200 million Aggregate principal amount of Series C Senior Unsecured Notes issued August 18, 2026

Coupon rate 4.317% per annum Interest rate on Series C Senior Unsecured Notes, payable semiannually

Maturity date February 18, 2031 Stated maturity of Series C Senior Unsecured Notes

First interest payment February 18, 2027 Semiannual interest payments commence on this date

Credit rating BBB (Stable) Rating from Morningstar DBRS on the Series C Senior Unsecured Notes

Total properties More than 460 properties Owned or managed operating self-storage properties as of August 18, 2026

Total rentable square feet More than 35 million rentable square feet Portfolio size across U.S. and Canada as of August 18, 2026

Canadian portfolio size Approximately 4.7 million rentable square feet 53 operating self-storage properties across four Canadian provinces

Key Terms

Maple Bond, Senior Unsecured Notes, revolving credit facility, Stable Outlook, +1 more

5 terms

Maple Bond financial

"This Maple Bond marks SmartStop’s third senior unsecured Canadian bond offering"

Senior Unsecured Notes financial

"CAD $200 million aggregate principal amount of Series C Senior Unsecured Notes"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

revolving credit facility financial

"including repayment of amounts drawn under its revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

Stable Outlook financial

"The Notes are rated BBB with a Stable Outlook by Morningstar DBRS"

A stable outlook is a credit-rating agency’s view that a company’s credit rating is unlikely to change over the medium term, indicating expected steadiness in its financial condition and ability to meet obligations. For investors it matters because a stable outlook signals lower likelihood of sudden changes to borrowing costs, dividend capacity or default risk—like a calm weather forecast, it helps set expectations about near-term risk and return.

investment-grade financial

"The Notes are rated BBB (Stable) by Morningstar DBRS"

Investment-grade describes bonds or other debt judged by credit agencies to have relatively low risk of failing to make promised interest and principal payments; think of it as a lender's report card showing financial stability. It matters to investors because these securities usually pay lower yields but reduce the chance of loss, affect portfolio risk and credit exposure, and influence how cheaply an issuer can borrow—similar to choosing a reliable car with lower repair risk over a cheaper, uncertain one.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt offering did SmartStop Self Storage REIT (SMA) announce in this 8-K?

SmartStop completed a CAD $200 million private placement of 4.317% Series C Senior Unsecured Notes due February 18, 2031. The notes were issued in Canada by its operating partnership and are guaranteed by SmartStop and certain subsidiaries.

How will SmartStop (SMA) use the CAD $200 million Maple Bond proceeds?

SmartStop used the net proceeds to repay existing indebtedness, including amounts drawn under its revolving credit facility, and for general corporate purposes. Management indicates this substantially refinances 2026 debt maturities and extends the term of the senior revolver.

What are the key terms and rating of SmartStop’s (SMA) new notes?

The notes carry a 4.317% annual interest rate, payable in equal semiannual installments starting February 18, 2027, and mature on February 18, 2031. They are rated BBB with a Stable Outlook by Morningstar DBRS, reflecting investment-grade status.

What does the Maple Bond indicate about SmartStop’s (SMA) presence in Canada?

This is SmartStop’s third senior unsecured Canadian Maple Bond, highlighting more than 15 years of operating experience in the Greater Toronto Area. SmartStop and affiliates own or manage 53 Canadian self-storage properties totaling about 4.7 million rentable square feet.

How large is SmartStop Self Storage REIT’s (SMA) overall portfolio?

As of August 18, 2026, SmartStop has an owned or managed portfolio of more than 460 operating properties across 36 U.S. states, the District of Columbia, and Canada, comprising over 275,000 units and more than 35 million rentable square feet.

Are SmartStop’s (SMA) new notes registered under the U.S. Securities Act?

No. The Series C Senior Unsecured Notes have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/18/2026 - 04:28 PM Accepted by SEC EDGAR 08/18/2026 - 04:27 PM Learn about SEC filing dates

0001585389false00015853892026-08-182026-08-18

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): August 18, 2026

SmartStop Self Storage REIT, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland			001-42584	46-1722812
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
10 Terrace Road
Ladera Ranch, California				92694
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 418-5144

(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
Common Stock, $0.001 par value		SMA		New York Stock Exchange

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 August 18, 2026, SmartStop OP, L.P. (the "Operating Partnership"), the operating partnership of SmartStop Self Storage REIT, Inc. (the "Company"), completed a private placement of $200 million CAD aggregate principal amount of its 4.317% Senior Unsecured Notes due February 18, 2031 (the "2031 Notes"). The 2031 Notes were sold on a private placement basis in Canada at a price of $1,000 CAD per $1,000 CAD principal amount, and were issued under an indenture with Computershare Trust Company of Canada, as trustee, as supplemented by a third supplemental indenture dated August 18, 2026. Interest is payable semiannually in arrears on February 18 and August 18 of each year, commencing February 18, 2027. The 2031 Notes are guaranteed by the Company and certain of its subsidiaries and are rated BBB (Stable) by Morningstar DBRS. The Operating Partnership used the net proceeds from the offering to repay existing indebtedness, including repayment of amounts drawn under its revolving credit facility, and for general corporate purposes.

On August 18, 2026, the Company issued a press release announcing the closing of the offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The 2031 Notes have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01, including Exhibit 99.1 and the information set forth therein, 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 Press Release, dated August 18, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			SmartStop Self Storage REIT, Inc.
Date:	August 18, 2026	By:	/s/ James R. Barry
			Chief Financial Officer and Treasurer

SmartStop Closes Canadian Maple Bond Offering for CAD $200 Million

LADERA RANCH, CALIF. – August 18, 2026 – SmartStop Self Storage REIT, Inc. (“SmartStop”) (NYSE: SMA), an internally managed real estate investment trust and a premier owner and operator of self-storage facilities in the United States and Canada, announced that it has closed a CAD $200 million aggregate principal amount of Series C Senior Unsecured Notes, due February 18, 2031 (the “Notes”). The Notes were issued by SmartStop’s operating partnership, SmartStop OP, L.P. The Notes bear interest at a rate of approximately 4.317% per annum, payable in cash in equal semiannual installments commencing on February 18, 2027. The Notes are rated BBB with a Stable Outlook by Morningstar DBRS.

This Maple Bond marks SmartStop’s third senior unsecured Canadian bond offering, a testament to SmartStop’s long-standing and growing presence in the Canadian market with more than 15 years of operating experience in the GTA (“Greater Toronto Area”). SmartStop used the net proceeds from the offering to repay existing indebtedness, including repayment of amounts drawn under its revolving credit facility, and for general corporate purposes.

“We are thrilled to opportunistically complete our third Maple Bond, leveraging our Canadian exposure to raise capital at an attractive rate,” said H. Michael Schwartz, Chairman and Chief Executive Officer of SmartStop. “With these bonds, we have substantially completed the refinance of our 2026 debt maturities, materially termed out the balance on our senior revolver, while strategically laddering out our debt maturities.”

The Notes were offered on an agency basis by a syndicate of agents that included BMO Capital Markets and National Bank of Canada Capital Markets who served as Bookrunners, and Scotiabank and RBC Capital Markets who served as co-managers. McMillan LLP served as SmartStop’s Canadian Counsel, Nelson Mullins Riley & Scarborough LLP served as Issuer’s United States Counsel, Venable LLP served as SmartStop’s Maryland counsel, and Davies Ward Phillips & Vineberg LLP served as Dealers’ Counsel.

The Notes have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About SmartStop Self Storage REIT, Inc. (SmartStop):

SmartStop (NYSE: SMA) is a self-managed REIT with a fully integrated operations team of more than 1,000 self-storage professionals focused on growing the SmartStop® Self Storage brand.

SmartStop, through its indirect subsidiary SmartStop REIT Advisors, LLC also sponsors other self-storage programs, and through its Managed Platform offers third-party management services in the U.S. and Canada. As of August 18, 2026, SmartStop has an owned or managed portfolio of more than 460 operating properties in 36 states, the District of Columbia, and Canada, comprising over 275,000 units and more than 35 million rentable square feet. SmartStop and its affiliates own or manage 53 operating self-storage properties across four provinces in Canada, which total approximately 47,000 units and 4.7 million rentable square feet. Additional information regarding SmartStop is available at www.smartstopselfstorage.com

Contact:

David Corak

Senior VP of Corporate Finance and Strategy

SmartStop Self Storage REIT, Inc.

IR@smartstop.com

Media Relations Contact:
Julie Leber
Spotlight Marketing Communications
949-427-1391
Julie@spotlightmarcom.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 12.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.4 KB