8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 26, 2024

SmartStop Self Storage REIT, Inc.

(Exact name of registrant as specified in its charter)

    Maryland
(State or other jurisdiction of incorporation)

    000-55617
(Commission File Number)

    46-1722812
(IRS Employer Identification No.)

   

10 Terrace Road, Ladera Ranch, California 92694

(Address of principal executive offices, including zip code)

(877) 327-3485

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On April 26, 2024, SmartStop Self Storage REIT, Inc. (the “Company”) amended the Note Purchase Agreement dated April 19, 2022 (the “NPA Amendment”). The primary purpose of the NPA Amendment was to make certain conforming changes between the Note Purchase Agreement and the Company’s recently amended and restated revolving credit facility dated February 22, 2024 (the “Credit Facility”). In particular, the NPA Amendment conformed certain of the definitions related to the financial tests that the Company is required to maintain, as well as certain of the property pool covenants the Company is required to satisfy, in the Note Purchase Agreement during the term thereof to those in the Credit Facility.

The foregoing description of the NPA Amendment does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Note Purchase Agreement, as amended by the NPA Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.

10.1	Note Purchase Agreement, as amended on April 26, 2024

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		SMARTSTOP SELF STORAGE REIT, Inc.
Date: April 26, 2024	By:	/s/ James R. Barry
		James R. Barry
		Chief Financial Officer and Treasurer