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NYSE: SMA SmartStop Self Storage REIT, Inc. 8-K

SmartStop reclassifies 33.75M authorized shares, simplifies capital structure

Filed June 25, 2026 · Period ending June 23, 2026 · ~1 min read

4 key changes 2 sections

Key Changes

  • medium

    SmartStop eliminated Class A and Class T common stock designations, reclassifying 33.75M authorized but unissued shares into undesignated common stock. Total authorized shares remain 225M (175M common, 50M preferred).

    Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →
  • medium

    All six director nominees elected to one-year terms. Support ranged from 88.9% (Harold Perry: 33.4M for, 4.2M withheld) to 99.5% (Lora Gotcheva: 37.4M for, 202K withheld).

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Say-on-pay approved with 95.6% support (35.9M for, 1.4M against). Shareholders voted 98.3% in favor of annual say-on-pay frequency going forward.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    BDO USA ratified as 2026 auditor with 99.2% support (43.6M for, 359K against).

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

SmartStop filed Articles Supplementary with Maryland authorities to reclassify all 31.25 million authorized but unissued Class A common shares and 2.5 million Class T common shares into undesignated common stock. This simplifies the capital structure by eliminating share class distinctions while maintaining the same 225 million total authorized shares (175 million common, 50 million preferred).

The move affects only authorized but unissued shares, so outstanding shares and shareholder equity remain unchanged. At the 2026 annual meeting, all governance proposals passed with healthy support. The six director nominees were elected with support ranging from 88.9% to 99.5% of votes cast. Say-on-pay received 95.6% approval, and shareholders overwhelmingly endorsed annual say-on-pay votes (98.3%).

The auditor ratification passed with 99.2% support. These are routine governance outcomes reflecting normal shareholder alignment with management recommendations.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~300 words

SmartStop held its 2026 annual meeting, electing six directors and approving say-on-pay with 95.6% support.

2 Added
Show 2 minor / wording changes
Added Say-on-pay vote low

Added in current filing · verify on EDGAR →

Votes For | Votes Against | Votes Abstained | 35,947,353 | 1,397,075 | 271,972

Shareholders approved executive compensation on an advisory basis with 95.6% support (35,947,353 for vs 1,397,075 against). The 4.4% opposition is routine for say-on-pay votes.

Added Say-on-pay frequency low

Added in current filing · verify on EDGAR →

Every Year | Every 2 Years | Every 3 Years | Votes Abstained | 37,025,404 | 114,957 | 214,666 | 261,373

Shareholders voted 98.3% in favor of holding say-on-pay votes annually (37,025,404 for annual vs 114,957 for biennial and 214,666 for triennial). The company confirmed it will hold annual advisory votes on executive compensation going forward.

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~200 words

Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.

1 Added
Added Capital structure reclassification medium

Added in current filing · verify on EDGAR →

On June 25, 2026, SmartStop Self Storage REIT, Inc. (the “Company”) filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland, which reclassified all 31,250,000 authorized but unissued shares of the Company’s Class A Common Stock, $0.001 par value per share, and all 2,500,000 authorized but unissued shares of the Company’s Class T Common Stock, $0.001 par value per share, as authorized but unissued shares of common stock, $0.001 par value per share, of the Company, without designation as to class or series.

The company eliminated its Class A and Class T common stock designations, converting 31.25 million and 2.5 million authorized but unissued shares, respectively, into undesignated common stock. This simplifies the capital structure by removing share class distinctions while maintaining the same total authorized share count.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 26, 2026 · How we verify