SmartStop Self Storage REIT, Inc. 8-K

What Happened

• SmartStop Self Storage REIT (SMA) filed an 8-K reporting that on February 19, 2026 the Board expanded from five to six members and appointed Wayne Johnson, the Company’s Chief Investment Officer, as an employee director effective immediately. Mr. Johnson will serve until the Company’s next annual meeting of stockholders or until his successor is elected.
• Concurrently, Mr. Johnson resigned as President (a role he held since June 2019). The Board appointed H. Michael Schwartz, Chairman and Chief Executive Officer, to also serve as President effective February 19, 2026. The filing says neither Mr. Johnson nor Mr. Schwartz received additional compensation in connection with these changes.

Key Details

• Board size increased from five to six members; Wayne Johnson appointed as director effective Feb 19, 2026.
• Johnson served as President since June 2019 and continues as the Company’s Chief Investment Officer and CIO for the Managed REITs and sponsor/advisor/property management entities.
• No compensation will be paid to Johnson for his director role; he will not serve on any Board committees.
• Company disclosed no family relationships or transactions involving Johnson that require Item 404(a) disclosure.

Why It Matters

• Governance and leadership: the board expansion and appointment of the Company’s CIO to the board increases management representation at the board level and consolidates executive responsibility by combining the CEO and President roles under H. Michael Schwartz.
• Immediate financial impact appears minimal: the filing reports no additional compensation or reportable related-party transactions tied to these changes.
• For investors: watch for any future disclosures at the next annual meeting (when Johnson’s directorship would be subject to election) and for subsequent committee assignments or related-party transaction filings that could provide more detail on governance and oversight.