SmartStop Prices $301.6 Million Forward Stock Sale to Fund Canadian Expansion and Repay Debt

The REIT projects that settling the shares, together with pending deals, would cut net debt to Adjusted EBITDA from 6.2x to below 5x.

November 12, 2026

SmartStop Self Storage REIT, Inc. has priced an offering of 8,150,000 shares of common stock at $37.00 per share, or $301,550,000 at the public offering price, structured entirely through forward sale agreements. The self storage REIT, listed on the NYSE as SMA since April 2025, expects to receive about $290.2 million, before expenses, once the agreements are fully physically settled, which it anticipates will happen no later than September 30, 2028.

The offering is dated November 9, when SmartStop's stock last traded at $39.69, and the underwriters expected to deliver shares to purchasers on or about November 12.

How the Forward Structure Works

SmartStop receives nothing at closing. JPMorgan Chase Bank and Wells Fargo Bank, acting as forward purchasers, are expected to borrow SmartStop shares from third parties and sell them to the underwriters. SmartStop collects its cash later, when it delivers newly issued shares to settle the agreements.

The initial forward sale price is $35.6125 per share, equal to the offering price less the $1.3875 underwriting discount. That price adjusts daily by a floating interest rate factor and is reduced for expected dividends over the life of the agreements. SmartStop expects to settle physically but may elect cash or net share settlement, in which case it could receive substantially less, nothing at all, or owe cash or shares to a forward purchaser.

The underwriters have a 30-day option to buy up to 1,222,500 additional shares. If it is exercised in full, expected proceeds rise to about $333.8 million on full physical settlement.

Where the Money Goes

SmartStop plans to combine the proceeds with cash from forward sales already struck under its at-the-market (ATM) program to fund pending investments, including a Canadian joint venture and four pending acquisitions, and to repay two loans. The rest goes to general corporate purposes, including a pipeline of potential investments. As of September 30, the two loans stood as follows:

• Revolving credit facility: about $67.7 million outstanding at roughly 4.95%, maturing in February 2030 with an extension option to February 2031.
• Canadian term loan: about $76.6 million outstanding at 6.41%, maturing in December 2028.

Affiliates of certain underwriters, forward sellers or forward purchasers are lenders under the revolver and will receive their share of any repayment.

The Canadian Joint Venture

Under the Canadian joint venture fund agreement signed September 29, SmartStop will invest about CAD$74.3 million (about $52.3 million), including about CAD$25.0 million of convertible preferred partnership interests, for a 50% general partner interest and a 34% limited partnership interest. Its share of the venture's debt at closing will be CAD$56.4 million.

The fund is expected to own, at or shortly after closing, 14 self storage properties across five provinces totaling about 961,000 net rentable square feet and 9,600 units, all in early lease-up and roughly 50% physically occupied. SmartStop will manage all 14, plus three properties outside the fund. The company says closing will make it Canada's third-largest self storage operator, with 70 operating properties.

SmartStop may invest up to CAD$228.0 million more over the following three years, mainly for additional properties the fund acquires, with each investment requiring its separate approval. If the fund's pending sale of one existing property does not close within 30 days of the fund's closing, however, SmartStop must contribute whatever working capital the fund's general partner determines is needed, counted against that CAD$228.0 million. The deal is expected to close in the fourth quarter, subject to approval under the Canadian Competition Act.

The joint venture follows SmartStop's August sale of CAD$200 million of senior unsecured notes in the Canadian market, its third Maple Bond.

Acquisitions, Lending and Planned Sales

As of November 6, SmartStop held purchase agreements for two Canadian development sites for CAD$12.7 million (about $8.9 million) and for properties in Las Vegas and Asheville, North Carolina, for about $37 million combined. The two U.S. properties total about 186,000 net rentable square feet and 1,600 units.

In October, SmartStop signed a non-binding letter of intent to buy seven properties in Las Vegas and Henderson, Nevada, with about 603,000 net rentable square feet and 5,084 units, for about $120 million. Separately, its pipeline held roughly $110.0 million of potential investments as of November 6.

SmartStop's bridge capital business runs partly through a 2026 joint venture with AXCS Capital that makes structured debt and preferred equity investments in U.S. self storage. At September 30, the venture held preferred investments in Bethesda, Maryland, and Livonia, Michigan, with stated balances of $14.0 million and $4.3 million, and SmartStop held three more investments outside it totaling $37.2 million.

In the third quarter, SmartStop also launched a program targeting $75 million to $125 million of sales of wholly owned properties in non-core markets beginning in early 2027. Those are markets where it owns one or a handful of properties and management believes it is unlikely to reach meaningful operating scale. Four properties were being marketed as of November 6.

Leverage and the Existing ATM

SmartStop set up its $300.0 million ATM program in March. Through September 30, it had entered into forward sale agreements under the program covering 2,438,776 shares, or about $78.1 million in gross proceeds at a weighted average initial gross price of $32.01 per share. None had settled as of November 6, and $221.9 million of capacity remains.

At September 30, net debt to Adjusted EBITDA stood at 6.2x on an annualized third-quarter basis, with a 3.1-year weighted average maturity and 94.1% of debt fixed rate. SmartStop says that after this offering (without the option), the ATM forward settlements, the Canadian venture, the pending acquisitions and the planned repayments, the ratio would fall below 5x and its debt would be entirely fixed rate with a 3.2-year weighted average maturity. That projection assumes incremental NOI from the pending acquisitions at targeted stabilized yields, and the company notes leverage would rise if it uses debt to fund potential investments.

Portfolio and October Operations

As of September 30, SmartStop's wholly owned portfolio held 180 operating properties across 19 states, the District of Columbia and Canada, with about 123,000 units and 14.0 million net rentable square feet. It also managed 285 properties it did not own, representing about $1.0 billion of assets under management.

A post-quarter update for the 2026 same-store pool compared October 31 figures with a year earlier:

• Physical occupancy: 92.2%, against 92.5%.
• Monthly web rate per square foot: $0.89, against $0.96.
• Monthly move-in rate per square foot: $0.76, against $0.86.
• Monthly in-place rate per square foot: $1.68, against $1.65.

SmartStop had 55,367,820 shares and 3,933,394 operating partnership units outstanding as of October 30. Full physical settlement would bring common shares to 63,517,820, or 64,740,320 if the option is exercised and settled in full.