SmartStop (SMA) CIO receives new long-term incentive unit awards

Rhea-AI Filing Summary

Johnson Wayne reported acquisition or exercise transactions in this Form 4 filing.

SmartStop Self Storage REIT, Inc. Chief Investment Officer Wayne Johnson reported new equity-based compensation awards. He received 5,967 long-term incentive plan units (LTIP Units) that vest ratably over four years starting on December 31 of the grant year, subject to continued service. He also received a performance-based award of 9,519 LTIP Units, equal to 200% of the target amount, with the actual vested units ranging from 0% to 100% of this figure based on specified performance measures and expected to vest no later than January 31, 2029, assuming performance goals are met. Following these grants, Johnson continues to hold LTIP Units and Class A-1 Units that are ultimately redeemable into Common Stock on a one-for-one basis, as well as a separate direct holding of Common Stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Johnson Wayne

(Last) (First) (Middle)

10 TERRACE ROAD

(Street)

LADERA RANCH CALIFORNIA 92694

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SmartStop Self Storage REIT, Inc. [ SMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Investment Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								8,863(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Long-Term Incentive Plan Units(2)	$0(2)	03/25/2026		A		5,967		(3)	(3)	Common Stock	5,967	$0	32,806.53	D
Long-Term Incentive Plan Units(2)	$0(2)	03/25/2026		A		9,519		(4)	(4)	Common Stock	9,519	$0	30,161.13	D
Long-Term Incentive Plan Units(2)	$0(2)							(5)	(5)	Common Stock	29,319		29,319(5)	D
Class A-1 Units(6)	$0(6)							(6)	(6)	Common Stock	123,765.75		123,765.75(7)	D

Explanation of Responses:

1. Includes shares of Common Stock previously reported as being owned by the Reporting Person, less .03 shares of Common Stock that were redeemed by the Issuer in connection with a fractional share redemption conducted by the Issuer with respect to its outstanding Common Stock as of July 30, 2025.

2. Represents long-term incentive plan units ("LTIP Units") of SmartStop OP, L.P., the Issuer's operating partnership (the "Operating Partnership"). Vested LTIP Units are convertible into common units of the Operating Partnership ("Common Units"). Common Units are redeemable by the holder for, at the election of the Issuer, shares of the Issuer's Common Stock on a one-for-one basis or the cash value of such shares.

3. Represents 5,967 LTIP Units issued to the Reporting Person pursuant to the Issuer's incentive plan, which LTIP Units vest ratably over four years commencing on December 31 of the year of grant, subject to the Reporting Person's continued employment or service through each vesting date.

4. Represents 9,519 LTIP Units issued to the Reporting Person pursuant to the Issuer's incentive plan, which number is equal to 200% of the target number of LTIP Units to be issued upon vesting. The actual number of LTIP Units to be issued upon vesting can range from 0% to 100% of the number of LTIP Units reported, based on achievement of specified performance measures. Assuming the achievement of the specified performance measures, the LTIP Units, as adjusted, will vest no later than January 31, 2029.

5. Represents LTIP Units previously reported as being owned by the Reporting Person. The LTIP Units vest ratably over four years commencing on the first anniversary of the issuance thereof, subject to the Reporting Person's continued employment or service through each vesting date.

6. Represents Class A-1 limited partnership units ("Class A-1 Units") of the Operating Partnership. Class A-1 Units are redeemable by the holder for, at the election of the Issuer, shares of Common Stock of the Issuer on a one-for-one basis or the cash value of such shares.

7. Represents 123,765.75 Class A-1 Units previously reported as being owned by the Reporting Person.

	/s/ Wayne Johnson	03/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did SmartStop (SMA) CIO Wayne Johnson report in this Form 4?

Wayne Johnson reported receiving new long-term incentive plan units as compensation. The filing details two grants of LTIP Units linked to SmartStop common stock, along with updated totals for his existing LTIP, Class A-1 unit, and common stock holdings.

How many LTIP Units were granted to SmartStop CIO Wayne Johnson?

Wayne Johnson was granted 5,967 LTIP Units plus an additional performance-based award of 9,519 LTIP Units. These LTIP Units are tied to SmartStop common stock and form part of his long-term incentive compensation, rather than open-market share purchases.

How do the new SmartStop LTIP Units for Wayne Johnson vest?

The 5,967 LTIP Units vest ratably over four years beginning on December 31 of the grant year, contingent on continued employment. The 9,519 performance-based LTIP Units vest based on achieving specified performance measures and are expected to fully vest no later than January 31, 2029.

What performance conditions apply to the 9,519 SmartStop LTIP Units?

The 9,519 LTIP Units represent 200% of the target award. The actual number that ultimately vests can range from 0% to 100% of this amount, depending on whether specified performance measures under SmartStop’s incentive plan are achieved.

Can SmartStop LTIP Units and Class A-1 Units become common stock?

Yes. Vested LTIP Units are convertible into common units of the operating partnership, which are redeemable for SmartStop common stock or cash on a one-for-one basis. Class A-1 Units are also redeemable, at the issuer’s election, for either common stock or the cash value of those shares.

How were Wayne Johnson’s SmartStop common stock holdings affected?

His common stock line reflects shares previously reported, adjusted for a redemption of 0.03 share in connection with a fractional share redemption as of July 30, 2025. The new Form 4 primarily updates derivative-based incentive holdings rather than large open-market stock transactions.