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SmartStop Self Storage REIT Enters Forward Sale Agreements Relating To 8.15M Shares At $35.6125/Share

Benzinga Newsdesk 1 day ago

OfferingsNews

On November 9, 2026, SmartStop Self Storage REIT, Inc. (the "Company") entered into forward sale agreements (the "InitialForward Sale Agreements") by and between the Company and each of JPMorgan Chase

On November 9, 2026, SmartStop Self Storage REIT, Inc. (the "Company") entered into forward sale agreements (the "InitialForward Sale Agreements") by and between the Company and each of JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association (each, a "Forward Purchaser" and, collectively, the "Forward Purchasers"), relating to an aggregate of 8,150,000 shares of the Company’s common stock, $0.001 par value per share (the "Common Stock"). In connection with the Initial Forward Sale Agreements, the Company and SmartStop OP, L.P., the Company’s operating partnership (the "Operating Partnership"), entered into an underwriting agreement dated November 9, 2026 (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, KeyBanc Capital Markets Inc., BMO Capital Markets Corp., and Truist Securities, Inc., as representatives of the several underwriters named therein (the "Underwriters"), the Forward Purchasers, and J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (each, a "Forward Seller" and, collectively, the "Forward Sellers"). Under the Underwriting Agreement, the Forward Sellers agreed to sell to the Underwriters an aggregate of 8,150,000 shares of Common Stock, and the Underwriters were granted a 30-day option to purchase up to an additional 1,222,500 shares of Common Stock. The Underwriters exercised the option in full on November 10, 2026. On November 10, 2026, the Company entered into additional forward sale agreements with each Forward Purchaser  relating to an aggregate of 1,222,500 shares of  Common Stock (the "Additional Forward Sale Agreements" and, together with the Initial Forward Sale Agreements, the "Forward Sale Agreements").On November 12, 2026, the Forward Sellers completed the sale to the Underwriters of an aggregate of 9,372,500 shares of Common Stock, all of which the Forward Sellers borrowed from third parties as contemplated by the Forward Sale Agreements.

The forward sale price under each Forward Sale Agreement is initially $35.6125 per share. Each Forward Sale Agreement provides that the initial forward sale price will be subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread and will be decreased by an amount per share specified in such Forward Sale Agreement on each of certain dates specified in such Forward Sale Agreement. If the specified daily rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the forward sale price for such day. The Company will not initially receive any proceeds from the sale of Common Stock by the Forward Sellers to the Underwriters. Each Forward Sale Agreement provides for settlement on a settlement date or dates to be specified at the Company’s discretion, subject to certain conditions, on or prior to September 30, 2028. Subject to certain conditions, the Company has the right to elect physical, cash or net share settlement under each Forward Sale Agreement. Upon any physical settlement, the Company will issue shares of Common Stock to the relevant Forward Purchaser at the then-applicable forward sale price.

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