SmartStop Self Storage REIT, Inc. 8-K

What Happened

• On June 25, 2026, SmartStop Self Storage REIT, Inc. filed Articles Supplementary in Maryland that reclassified all 31,250,000 authorized but unissued Class A common shares and all 2,500,000 authorized but unissued Class T common shares as undesignated common stock (par value $0.001). After the change the company has authority for 225,000,000 shares total: 175,000,000 undesignated common shares and 50,000,000 preferred shares. The filing did not increase the total number of authorized shares.
• On June 23, 2026, SmartStop held its 2026 Annual Meeting of Stockholders. Six directors were elected (H. Michael Schwartz; Harold “Skip” Perry; David J. Mueller; Timothy S. Morris; Lora Gotcheva; Wayne Johnson). Stockholders approved the advisory (non-binding) say-on-pay vote and selected annual frequency for future advisory votes. Stockholders also ratified BDO USA, P.C. as the independent auditor for 2026.

Key Details

• Reclassification filing: Articles Supplementary filed with the Maryland Department of Assessments and Taxation on June 25, 2026.
• Shares authorized after reclassification: 225,000,000 total — 175,000,000 undesignated common; 50,000,000 preferred. No net increase in authorized shares.
• Annual meeting votes of note: Say-on-pay approved — 35,947,353 For, 1,397,075 Against, 271,972 Abstained. Stockholders chose yearly advisory votes on executive compensation (Every Year: 37,025,404 votes).
• Auditor ratification: BDO USA, P.C. ratified as independent registered public accounting firm — 43,556,982 For, 358,808 Against, 264,166 Abstained.

Why It Matters

• The share reclassification simplifies the company’s capital structure by converting previously designated Class A and Class T authorized but unissued shares into undesignated common shares, giving the board more flexibility to issue common stock without separate class designations. Because the total authorized share count did not increase, there is no immediate expansion of the company’s authorized capitalization.
• Annual meeting outcomes confirm the board slate and show clear shareholder support for the company’s named executive officer compensation (non-binding) and for retaining BDO as auditor. These votes affect governance and oversight but do not by themselves change operations or finances.