STOCK TITAN

SmartStop (SMA) counsel sells stock, retains equity incentive units

(Neutral)
(Negative)
Form Type
4

Rhea-AI Filing Summary

SmartStop Self Storage REIT, Inc. (SMA) reported that its General Counsel and Secretary, Nicholas Look, sold 1,025 shares of Common Stock on August 14, 2026 at $34.36 per share in an open-market or private transaction, leaving him with 588 directly held common shares. He also continues to hold various equity-linked interests, including Long-Term Incentive Plan Units and Class A-1 Units of the operating partnership that are each ultimately tied on a one-for-one basis to SmartStop common stock or its cash value, subject to vesting and performance conditions.

Positive

  • None.

Negative

  • None.
Insider Look Nicholas
Role General Counsel and Secretary
Sold 1,025 shs ($35K)
Type Security Shares Price Value
Sale Common Stock 1,025 $34.36 $35K
holding Long-Term Incentive Plan Units F1, F2 -- -- --
holding Long-Term Incentive Plan Units F1, F3 -- -- --
holding Long-Term Incentive Plan Units F1, F4 -- -- --
holding Class A-1 Units F5, F6 -- -- --
Holdings After Transaction: Common Stock — 588 shares (Direct); Long-Term Incentive Plan Units — 61,053.64 shares (Direct); Class A-1 Units — 12,376.5 shares (Direct)
Footnotes (6)
  1. F1. 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.
  2. F2. Represents 15,826.99 LTIP Units previously reported as being owned by the Reporting Person, 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.
  3. F3. Represents 15,907.65 LTIP Units previously reported as being owned by the Reporting Person, 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.
  4. F4. Represents 29,319 LTIP Units previously reported as being owned by the Reporting Person, which 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.
  5. F5. Represents Class A-1 limited partnership units ("Class A-1 Units"). 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.
  6. F6. Represents 12,376.50 Class A-1 Units previously reported as being owned by the Reporting Person.
Common shares sold 1,025 shares Sale of SmartStop common stock on August 14, 2026
Sale price per share $34.36 Price for the 1,025 SMA common shares sold
Common shares held after transaction 588 shares Directly held SMA common stock following the sale
LTIP Units underlying shares block 1 15,826.99 shares Long-Term Incentive Plan Units convertible into Operating Partnership Common Units
LTIP Units underlying shares block 2 15,907.65 shares Performance-based LTIP Units at 200% of target before actual vesting determination
LTIP Units underlying shares block 3 29,319.00 shares LTIP Units vesting ratably over four years after issuance
Class A-1 Units and underlying shares 12,376.50 units / 12,376.50 shares Class A-1 Units redeemable one-for-one into SMA common stock or cash value
Long-Term Incentive Plan Units financial
"Represents long-term incentive plan units ("LTIP Units") of SmartStop OP, L.P."
LTIP Units financial
"Represents 29,319 LTIP Units previously reported as being owned"
LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.
Common Units financial
"Vested LTIP Units are convertible into common units of the Operating Partnership"
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
Class A-1 Units financial
"Represents Class A-1 limited partnership units ("Class A-1 Units")."
Operating Partnership financial
"SmartStop OP, L.P., the Issuer's operating partnership (the "Operating Partnership")."
An operating partnership is a separate legal entity set up to own and run a company’s core assets and day-to-day businesses, while investors hold interests indirectly through the parent company. Think of it like a dedicated garage that actually stores and services the cars while the owner keeps the dealership; it matters to investors because it affects how income, taxes, liability and voting rights are allocated and therefore can influence distributions and risk.

FAQ

What insider transaction did SMA report for Nicholas Look on August 14, 2026?

SmartStop Self Storage REIT (SMA) reported that Nicholas Look sold 1,025 shares of Common Stock on August 14, 2026 at $34.36 per share, characterized as a sale in an open-market or private transaction, leaving him with 588 directly held shares afterward.

How many SMA common shares does Nicholas Look hold after this Form 4 transaction?

After the reported sale, Nicholas Look directly holds 588 shares of SmartStop Self Storage REIT Common Stock. In addition, he has multiple equity-linked interests through Long-Term Incentive Plan Units and Class A-1 Units that are ultimately tied to SmartStop common stock or its cash value.

At what price were Nicholas Look’s SMA shares sold in this Form 4 filing?

The filing shows Nicholas Look sold 1,025 SMA common shares at a price of $34.36 per share. The transaction code is S, described as a sale in an open-market or private transaction, with the price reported on a per-share basis.

What Long-Term Incentive Plan Units linked to SMA stock does Nicholas Look hold?

Nicholas Look holds several Long-Term Incentive Plan Units tied to SMA common stock, including positions with underlying shares of 15,826.99, 15,907.65, and 29,319.00. These LTIP Units have a $0.00 exercise price and are subject to vesting and, for some, performance conditions.

What are SMA Class A-1 Units reported for Nicholas Look in this Form 4?

He holds 12,376.50 Class A-1 Units in the operating partnership. According to the disclosure, each Class A-1 Unit is redeemable, at the issuer’s election, for either one SMA common share or the cash value of such a share, providing an additional equity-linked interest.

Were Nicholas Look’s SMA transactions under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed (set to false), and there is no footnote stating the sale was made pursuant to a Rule 10b5-1 trading plan, so the transaction is not identified as pre-arranged under such a plan.

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

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SEC Form 4
FORM 4UNITED 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*
Look Nicholas

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
General Counsel and Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/14/2026S1,025D$34.36588D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Long-Term Incentive Plan Units(1)$0(1) (2) (2)Common Stock15,826.9915,826.99(2)D
Long-Term Incentive Plan Units(1)$0(1) (3) (3)Common Stock15,907.6515,907.65(3)D
Long-Term Incentive Plan Units(1)$0(1) (4) (4)Common Stock29,31929,319(4)D
Class A-1 Units(5)$0(5) (5) (5)Common Stock12,376.512,376.5(6)D
Explanation of Responses:
1. 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.
2. Represents 15,826.99 LTIP Units previously reported as being owned by the Reporting Person, 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.
3. Represents 15,907.65 LTIP Units previously reported as being owned by the Reporting Person, 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.
4. Represents 29,319 LTIP Units previously reported as being owned by the Reporting Person, which 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.
5. Represents Class A-1 limited partnership units ("Class A-1 Units"). 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.
6. Represents 12,376.50 Class A-1 Units previously reported as being owned by the Reporting Person.
/s/ Nicholas Look08/18/2026
** Signature of Reporting PersonDate
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)