SmartStop Self Storage (NYSE: SMA) reclassifies shares and wins backing on pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

SmartStop Self Storage REIT, Inc. amended its charter structure and reported results from its 2026 annual stockholder meeting. The company filed Articles Supplementary in Maryland to reclassify 31,250,000 authorized but unissued Class A common shares and 2,500,000 authorized but unissued Class T common shares into authorized but unissued common stock without class or series designation. After this change, SmartStop remains authorized to issue 225,000,000 shares, consisting of 175,000,000 undesignated common shares and 50,000,000 preferred shares, so the total authorized share count did not increase.

At the annual meeting, six directors were elected, an advisory vote approved executive compensation, and stockholders chose to hold the say-on-pay vote every year. Stockholders also ratified BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Reclassified Class A shares: 31,250,000 shares Reclassified Class T shares: 2,500,000 shares Total authorized shares: 225,000,000 shares +5 more

8 metrics

Reclassified Class A shares 31,250,000 shares Authorized but unissued Class A common stock reclassified on June 25, 2026

Reclassified Class T shares 2,500,000 shares Authorized but unissued Class T common stock reclassified

Total authorized shares 225,000,000 shares Post-reclassification authorization; no increase in total

Authorized common stock 175,000,000 shares Undesignated common shares authorized after reclassification

Authorized preferred stock 50,000,000 shares Preferred stock authorization post-reclassification at $0.001 par

Say-on-pay votes for 35,947,353 votes Advisory approval of named executive officer compensation

Auditor ratification votes for 43,556,982 votes Ratification of BDO USA, P.C. for year ending December 31, 2026

Annual say-on-pay preference 37,025,404 votes Stockholder support for every-year advisory vote on executive pay

Key Terms

Articles Supplementary, authorized but unissued shares, non-binding, advisory basis, independent registered public accounting firm, +1 more

5 terms

Articles Supplementary regulatory

"the Company filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland"

Additional provisions added to a company’s formal rulebook that change or expand how the company is governed, how shares behave, or how decisions are made. Think of them as extra house rules that can alter voting power, dividend rights, or how shares are issued and transferred; investors care because these changes can affect ownership control, potential returns, and the value or liquidity of their holdings.

authorized but unissued shares financial

"reclassified all 31,250,000 authorized but unissued shares of the Company’s Class A Common Stock"

Authorized but unissued shares are the number of shares a company is legally allowed to create but has not yet issued to investors, employees, or other parties. They matter to investors because issuing those reserved shares in the future can dilute existing ownership, raise cash, or be used for employee pay and acquisitions—like having empty slots a company can fill later, which changes voting power and per-share value.

non-binding, advisory basis regulatory

"The approval, on a non-binding, advisory basis, of the compensation of our named executive officers"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

independent registered public accounting firm financial

"the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders regulatory

"the Company held its 2026 Annual Meeting of Stockholders"

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 04:06 PM Accepted by SEC EDGAR 06/25/2026 - 04:05 PM

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): June 23, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 25, 2026, SmartStop Self Storage REIT, Inc. (the “Company”) filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland, which reclassified all 31,250,000 authorized but unissued shares of the Company’s Class A Common Stock, $0.001 par value per share, and all 2,500,000 authorized but unissued shares of the Company’s Class T Common Stock, $0.001 par value per share, as authorized but unissued shares of common stock, $0.001 par value per share, of the Company, without designation as to class or series. Following the reclassification, the Company has authority to issue 225,000,000 shares, consisting of 175,000,000 undesignated shares of common stock and 50,000,000 shares of preferred stock, $0.001 par value per share. The reclassification did not effect any increase in the total number of authorized shares of stock of the Company.

The summary above is qualified in its entirety by reference to the full text of the Articles Supplementary, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 23, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the final voting results from the Annual Meeting.

Proposal 1 – Election of Directors

The following six individuals were elected to the Board to serve as directors until the next annual meeting of stockholders and until their successors have been duly elected and qualified:


Director	Votes For	Votes Withheld
H. Michael Schwartz	36,090,304	1,526,096
Harold “Skip” Perry	33,422,710	4,193,690
David J. Mueller	34,659,593	2,956,807
Timothy S. Morris	34,960,907	2,655,493
Lora Gotcheva	37,414,735	201,665
Wayne Johnson	36,637,558	978,842

Proposal 2 –Advisory Vote on Executive Compensation

The approval, on a non-binding, advisory basis, of the compensation of our named executive officers was approved by the following vote:



Votes For	Votes Against	Votes Abstained
35,947,353	1,397,075	271,972

Proposal 3 – Approval of, on a Non-Binding, Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers

The approval, on a non-binding, advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers. Based on the results below, the Company has determined that it will hold a stockholder advisory vote on the compensation of the Company’s named executive officers every year.



Every Year	Every 2 Years	Every 3 Years	Votes Abstained
37,025,404	114,957	214,666	261,373

Proposal 4 – Ratification of the Appointment of BDO USA, P.C.

The appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified by the stockholders by the following vote:



Votes For	Votes Against	Votes Abstained
43,556,982	358,808	264,166

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Articles Supplementary of SmartStop Self Storage REIT, Inc., dated June 25, 2026

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:	June 25, 2026	By:	/s/ James R. Barry
			James R. Barry Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What charter change did SmartStop Self Storage REIT (SMA) approve?

SmartStop reclassified 31,250,000 authorized but unissued Class A shares and 2,500,000 Class T shares into undesignated common stock, keeping total authorized shares at 225,000,000 with 50,000,000 preferred shares.

Did SmartStop Self Storage REIT (SMA) increase its authorized shares?

No, the reclassification did not increase total authorized shares. The company remains authorized to issue 225,000,000 shares in total, including 175,000,000 common and 50,000,000 preferred shares at $0.001 par value.

Who was elected to SmartStop Self Storage REIT (SMA) board in 2026?

Six directors were elected: H. Michael Schwartz, Harold “Skip” Perry, David J. Mueller, Timothy S. Morris, Lora Gotcheva, and Wayne Johnson, each to serve until the next annual meeting and until successors are duly elected and qualified.

How did SmartStop Self Storage REIT (SMA) stockholders vote on executive pay?

On an advisory basis, stockholders approved compensation of named executive officers with 35,947,353 votes for, 1,397,075 votes against, and 271,972 abstentions, indicating strong overall support for the company’s executive pay program.

How often will SmartStop Self Storage REIT (SMA) hold say-on-pay votes?

Stockholders favored annual advisory votes on executive compensation, with 37,025,404 votes for every year, 114,957 for every two years, 214,666 for every three years, and 261,373 abstentions. The company chose an annual frequency.

Which auditor did SmartStop Self Storage REIT (SMA) stockholders ratify for 2026?

Stockholders ratified BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 43,556,982 votes for, 358,808 against, and 264,166 abstaining at the 2026 annual meeting.

Filing Exhibits & Attachments

2 documents