STOCK TITAN

SmartStop (SMA) CFO receives performance-based LTIP and Class A-1 equity awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Barry James R. reported acquisition or exercise transactions in this Form 4 filing.

SmartStop Self Storage REIT, Inc. reported that its CFO and Treasurer, Barry R. James, received equity-based compensation in the form of long-term incentive plan units. On March 25, 2026, he was granted 11,967 LTIP Units and a separate award of 7,501 LTIP Units, both at a grant price of $0.00 per unit.

The 7,501 LTIP Units vest ratably over four years starting December 31 of the grant year, subject to continued employment. The 11,967 LTIP Units represent up to 200% of a target amount and will vest based on performance measures, with vesting expected no later than January 31, 2029 if goals are met.

Following these awards, James holds LTIP Units convertible into 29,319 shares of Common Stock and 30,941.50 Class A-1 Units, each redeemable on a one-for-one basis into Common Stock or cash at the issuer’s election, plus 3,375 shares of Common Stock directly. The filing shows no open-market purchases or sales.

Positive

  • None.

Negative

  • None.
Insider Barry James R.
Role CFO and Treasurer
Type Security Shares Price Value
Grant/Award Long-Term Incentive Plan Units 7,501 $0.00 --
Grant/Award Long-Term Incentive Plan Units 11,967 $0.00 --
holding Long-Term Incentive Plan Units -- -- --
holding Class A-1 Units -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Long-Term Incentive Plan Units — 32,070.12 shares (Direct); Class A-1 Units — 30,941.5 shares (Direct); Common Stock — 3,375 shares (Direct)
Footnotes (1)
  1. Includes shares of Common Stock previously reported as being owned by the Reporting Person. 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. Represents 7,501 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. Represents 11,967 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. 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. 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. Represents 30,941.50 Class A-1 Units previously reported as being owned by the Reporting Person.
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*
Barry James R.

(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)
CFO and Treasurer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026
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 Stock3,375(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Long-Term Incentive Plan Units(2)$0(2)03/25/2026A7,501 (3) (3)Common Stock7,501$032,070.12D
Long-Term Incentive Plan Units(2)$0(2)03/25/2026A11,967 (4) (4)Common Stock11,967$031,320.28D
Long-Term Incentive Plan Units(2)$0(2) (5) (5)Common Stock29,31929,319(5)D
Class A-1 Units(6)$0(6) (6) (6)Common Stock30,941.530,941.5(7)D
Explanation of Responses:
1. Includes shares of Common Stock previously reported as being owned by the Reporting Person.
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 7,501 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 11,967 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 30,941.50 Class A-1 Units previously reported as being owned by the Reporting Person.
/s/ James R. Barry03/27/2026
** 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)

FAQ

What did SmartStop (SMA) disclose about CFO Barry James in this Form 4?

SmartStop disclosed that CFO Barry R. James received two equity awards of long-term incentive plan units on March 25, 2026. These awards are part of the company’s incentive plan and are tied to time-based vesting and performance conditions rather than open-market trades.

How many LTIP Units did SmartStop CFO Barry James receive?

Barry James received 11,967 long-term incentive plan (LTIP) units and a separate grant of 7,501 LTIP units. Both awards were issued at a grant price of $0.00 per unit as equity compensation under SmartStop’s incentive plan, not as cash purchases in the market.

What are the vesting terms for Barry James’s new SmartStop LTIP awards?

The 7,501 LTIP Units vest ratably over four years starting December 31 of the grant year, subject to continued service. The 11,967 LTIP Units vest based on specified performance measures, with vesting expected no later than January 31, 2029 if those performance criteria are achieved.

Can SmartStop LTIP Units be converted into Common Stock for Barry James?

Yes. Vested LTIP Units convert into operating partnership common units, which are redeemable for either shares of SmartStop Common Stock on a one-for-one basis or the cash value of those shares, at the issuer’s election. This links James’s compensation to overall shareholder value.

Does this SmartStop Form 4 show any stock purchases or sales by the CFO?

The Form 4 does not show any open-market purchases or sales by the CFO. The only reportable events are grants of long-term incentive plan units as compensation, along with updated totals for his existing LTIP Units, Class A-1 Units, and directly held Common Stock.