SMA Registers Equity for Employee Plan via SEC Form S-8 Filing

Rhea-AI Filing Summary

SmartStop Self Storage REIT, Inc. ("SmartStop") filed a Form S-8 on 24 June 2025 to register securities issuable under its 2022 Long-Term Incentive Plan. The filing automatically registers the shares with the SEC, enabling equity-based compensation for directors, officers and employees. SmartStop is classified as a non-accelerated filer and is incorporated in Maryland with principal offices in Ladera Ranch, California. The registration statement incorporates by reference SmartStop’s 2024 Form 10-K, March 31 2025 Form 10-Q, and multiple 2025 Form 8-Ks.

Part II of the filing summarizes Maryland indemnification statutes and the company’s charter provisions that limit director and officer liability and require advance expense reimbursement. A detailed exhibit list references prior charter amendments, preferred stock supplements, reverse split documentation and bylaw amendments.

No new financial results, share counts or pricing terms are disclosed in the provided excerpt; the S-8 is primarily procedural, establishing legal coverage for future equity awards.

Positive

• Facilitates employee alignment: Registering shares for the 2022 Long-Term Incentive Plan supports retention and incentivizes management to create shareholder value.
• Transparent incorporation by reference: The company links its latest 10-K, 10-Q and 8-Ks, ensuring investors have immediate access to all relevant disclosures.

Negative

• Potential dilution: Additional shares reserved for equity compensation could dilute existing shareholders, but the exact amount is not disclosed in the excerpt.

Insights

Securities Analyst

TL;DR: Routine Form S-8; enables employee equity grants, limited immediate market impact.

The filing merely registers shares for the 2022 Long-Term Incentive Plan. Such registrations are standard for public companies and do not, by themselves, alter fundamentals. Key references to prior reports ensure continuous disclosure, and SmartStop’s non-accelerated filer status confirms modest float. Without disclosure of share volume or registration fee, dilution risk cannot be quantified, but S-8s typically represent a single-digit percentage of outstanding stock. Overall, the action facilitates retention and alignment of management incentives rather than signalling strategic change.

Corporate Governance Expert

TL;DR: Filing strengthens governance clarity, standard indemnification language, neutral investor effect.

SmartStop reiterates Maryland law protections and its charter’s indemnification and liability-limiting provisions, consistent with REIT peers. The extensive exhibit cross-referencing shows a clean corporate record of prior amendments, reverse split, and share reclassification—helpful for legal due-diligence. No exotic compensation features or exemptions are claimed. Because the plan was approved in 2022, this S-8 simply refreshes legal capacity, posing typical—though manageable—dilution exposure. From a governance standpoint, the filing is orderly and transparent.

As filed with the U.S. Securities and Exchange Commission on June 24, 2025

Registration Statement No. 333-   

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SMARTSTOP SELF STORAGE REIT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland	 	46-1722812
(State or other jurisdiction of incorporation or organization)	 	(IRS Employer Identification No.)
10 Terrace Road, Ladera Ranch, California	 	92694
(Address of Principal Executive Offices)	 	(Zip Code)

SmartStop Self Storage REIT, Inc. 2022 Long-Term Incentive Plan

(Full title of the plan)

Nicholas M. Look

General Counsel and Secretary

10 Terrace Road

Ladera Ranch, California 92694

(Name and address of agent for service)

(866) 418-5144

(Telephone number, including area code, of agent for service)

 

 

Copies to:

Michael K. Rafter

Howard S. Hirsch

Nelson Mullins Riley & Scarborough LLP

201 17th Street NW, Suite 1700

Atlanta, Georgia 30363

(404) 322-6000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	 	☐	  	Accelerated filer	 	☐
Non-accelerated filer	 	☒	  	Smaller reporting company	 	☐
	 		  	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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information required by Part I of Form S-8 will be sent or given by SmartStop Self Storage REIT, Inc. (the “Registrant”) to participants in the SmartStop Self Storage REIT, Inc. 2022 Long-Term Incentive Plan (the “Plan”) covered by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 428(b)(1) and the requirements of Part I of Form S-8, such documents are not being filed with the U.S. Securities and Exchange Commission (the “Commission”) either as part of this registration statement (this “Registration Statement”) or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Commission are incorporated herein by reference:

 

  (a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 12, 2025;

 

  (b) The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Commission on May 9, 2025;

 

  (c) The Registrant’s Current Reports on Form 8-K filed with the Commission on February  5, 2025, March  21, 2025, April  3, 2025, April  18, 2025, April  29, 2025, May  7, 2025, May  12, 2025, June  2, 2025, June  12, 2025 and June 16, 2025 (except, with respect to each of the foregoing, for portions of such reports which are deemed to be furnished and not filed);

 

  (d) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report referred to in (a) above; and

 

  (e) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on April 1, 2025, and any amendment or report filed for the purpose of updating such description.

All documents filed, but not furnished, by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered under this Registration Statement have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents (except, with respect to each of the foregoing, for portions of such documents which are deemed to be furnished and not filed).

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.

 

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

The Maryland General Corporation Law, as amended (the “MGCL”), permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains a provision providing for elimination of the liability of our directors or officers to us or our stockholders for money damages, to the maximum extent permitted by Maryland law.

The MGCL requires a Maryland corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. The MGCL permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (b) a written undertaking by or on his or her behalf to repay the amount paid or reimbursed if it shall ultimately be determined that the standard of conduct was not met. It is the position of the Commission that indemnification of directors and officers for liabilities arising under the Securities Act is against public policy and is unenforceable pursuant to Section 14 of the Securities Act.

Our charter provides that, to the maximum extent permitted by Maryland law in effect from time to time, we must indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, must pay or reimburse reasonable expenses in advance of the final disposition of a proceeding to: (i) any individual who is a present or former director or officer of us and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in such capacity; or (ii) any individual who, while a director or officer of us and at our request, serves or has served as a director, officer, member, manager, partner or trustee of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in such capacity.

We also maintain insurance on behalf of all of our directors and executive officers against liability asserted against or incurred by them in their official capacities with us.

We have entered into indemnification agreements with each of our directors and executive officers (each, an “Indemnitee”). The indemnification agreements obligate us, if an Indemnitee is or is threatened to be made a party to, or witness in, any proceeding by reason of such Indemnitee’s status as a present or former director or officer of us, or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of another entity that the Indemnitee served in such capacity at our request, to indemnify such Indemnitee, and advance expenses actually and reasonably incurred by him or her, subject to certain exceptions and conditions.

 

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed as part of this Registration Statement:

 

Exhibit No.	  	Description
4.1	  	Second Articles of Amendment and Restatement of SmartStop Self Storage REIT, Inc., incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on September 19, 2019, Commission File No. 000-55617
4.2	  	Articles Supplementary for Series A Convertible Preferred Stock of SmartStop Self Storage REIT, Inc., incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on October 30, 2019, Commission File No. 000-55617
4.3	  	Articles of Amendment to Second Articles of Amendment and Restatement of SmartStop Self Storage REIT, Inc., incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on June 23, 2021, Commission File No. 000-55617
4.4	  	Articles of Merger Between SmartStop Self Storage REIT, Inc. and SSGT II Merger Sub, LLC, incorporated by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K, filed on March 18, 2024, Commission File No. 000-55617
4.5	  	Articles of Amendment for Reverse Stock Split to the Second Articles of Amendment and Restatement of SmartStop Self Storage REIT, Inc., incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 21, 2025, Commission File No. 000-55617
4.6	  	Articles of Amendment for Par Value Decrease to the Second Articles of Amendment and Restatement of SmartStop Self Storage REIT, Inc., incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on March 21, 2025, Commission File No. 000-55617
4.7	  	Articles Supplementary (Common Stock Reclassification) of SmartStop Self Storage REIT, Inc., incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, filed on March 21, 2025, Commission File No. 000-55617
4.8	  	Articles Supplementary (Subtitle 8 Opt-Out) of SmartStop Self Storage REIT, Inc., incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on April 3, 2025, Commission File No. 001-42584
4.9	  	Articles of Amendment for Decrease in Authorized Shares to the Second Articles of Amendment and Restatement of SmartStop Self Storage REIT, Inc., incorporated by reference to Exhibit 3.1 1to the Registrant’s Current Report on Form 8-K, filed on June 12, 2025, Commission File No. 001-42584
4.10	  	Second Amended and Restated Bylaws of SmartStop Self Storage REIT, Inc., incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on September 19, 2019, Commission File No. 000-55617
4.11	  	Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates), incorporated by reference to Exhibit 4.1 to Pre-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form S-11, filed on March 24, 2025, Commission File No. 333-264449
4.12	  	SmartStop Self Storage REIT, Inc. 2022 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on June 15, 2022, Commission File No. 000-55617
5.1*	  	Opinion of Nelson Mullins Riley & Scarborough LLP
23.1*	  	Consent of BDO USA, P.C.
23.2*	  	Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1)
24.1*	  	Power of Attorney
107*	  	Filing Fee Table

 

* Filed herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement related to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ladera Ranch, State of California, on June 24, 2025.

 

SMARTSTOP SELF STORAGE REIT, INC.
By:	 	/s/ James R. Barry
	 	James R. Barry Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature	  	Capacity	 	Date
/s/ H. Michael Schwartz H. Michael Schwartz*	  	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	 	June 24, 2025
/s/ James R. Barry James R. Barry	  	Chief Financial Officer and Treasurer (Principal Financial Officer)	 	June 24, 2025
/s/ Michael O. Terjung Michael O. Terjung*	  	Chief Accounting Officer (Principal Accounting Officer)	 	June 24, 2025
/s/ Paula Mathews Paula Mathews*	  	Director	 	June 24, 2025
/s/ Timothy S. Morris Timothy S. Morris*	  	Director	 	June 24, 2025
/s/ David J. Mueller David J. Mueller*	  	Director	 	June 24, 2025
/s/ Harold “Skip” Perry Harold “Skip” Perry*	  	Director	 	June 24, 2025

 

* By: James R. Barry, as Attorney in fact, pursuant to Power of Attorney dated June 20, 2025 and filed herewith.

FAQ

Why did SmartStop Self Storage REIT (SMA) file a Form S-8?

To register shares issuable under its 2022 Long-Term Incentive Plan, enabling equity compensation for employees and directors.

Does the S-8 filing disclose the number of shares being registered?

The provided excerpt does not include the share count or registration fee table; those figures may appear elsewhere in the full filing.

What prior documents are incorporated by reference in the S-8?

SmartStop’s 2024 Form 10-K, March 31 2025 Form 10-Q, and ten Form 8-Ks filed between Feb 5 and Jun 16 2025.

Is SmartStop classified as an accelerated filer?

No. The company checked the box for non-accelerated filer in the filing.

What indemnification protections does SmartStop provide its directors and officers?

Under Maryland law and its charter, SmartStop eliminates monetary liability to the fullest extent permitted and advances expenses subject to written undertakings.