SmartStop Prices 8,150,000-Share Offering at $37, Links Proceeds to Forward Settlement
Key Facts
SmartStop Self Storage priced an underwritten public offering of 8,150,000 common shares at $37.00 per share, up from the previously announced 7,000,000 shares, according to a company statement published via Stockwatch on November 9, 2026. The increase in shares reflects a larger deal being offered to investors. But the offering structure means the company will not receive proceeds when the borrowed shares are sold, according to its filing with the U.S. Securities and Exchange Commission. The company expects to receive the funds upon physical settlement of the related forward sale agreements. The offering is expected to close on November 12, subject to customary closing conditions.
The filing links 8,150,000 shares to separate forward sale agreements that the company expects to physically settle no later than September 30, 2028. This arrangement gives the company time between the offering's closing and settlement of the agreements, instead of receiving the funds when the borrowed shares are sold. The company said it expects to receive the proceeds upon physical settlement, after any potential adjustments. It also said it may elect cash or net settlement under certain conditions. As a result, actual proceeds remain tied to the settlement method and the agreements' terms until the expected settlement date.
The company said funds received upon settlement of the agreements may finance pending investments, including an investment in a Canadian joint venture and pending acquisitions. It also cited possible use of the proceeds to repay its revolving credit facility and Canadian term loan. General corporate purposes were listed among the potential uses of the funds. The list shows the deal is tied to the company's existing investment and financing plans, as well as reducing its liabilities. The filing, however, links these uses to the proceeds expected at settlement, not to the offering's November closing.
The offering price was below the last sale price reported by the company in its filing, which was $38.92 on November 6, 2026. The stock closed at $39.69 on November 9, according to EL7 data. The two prices provide different reference points for comparison with the $37.00 offering price: one from the company's filing before pricing, and the other from the November 9 session close. The filing did not report the stock's opening, high or low prices for that session. The offering's announced closing date remains November 12, subject to customary closing conditions.
SmartStop operates in the self-storage market with a portfolio of about 475 operating properties owned or managed, according to data as of September 30, 2026. The company said the properties are spread across 36 U.S. states, the District of Columbia and five Canadian provinces. The portfolio comprises more than 285,000 units, with about 36.7 million rentable square feet. In third-quarter results, same-store property revenue rose 2.0% year over year, while operating expenses fell 3.8%. As a result, same-store net operating income increased 4.9% from the third quarter of 2025.
Chief Executive Michael Schwartz said third-quarter results allowed the company to raise its full-year same-store net operating income outlook for the fourth time in 2026. In its outlook published on November 4, the company put growth in the metric at between 2.00% and 2.50% for the year. The previous range, published on September 29, was between 1.15% and 2.15%. The outlook increase follows 4.9% growth in the metric in the third quarter, alongside higher same-store revenue and lower operating expenses. The company also declared monthly distributions for September through November equivalent to an annual distribution of $1.60 per share, setting November 13 as the payment date for the November distribution and December 15 for the next distribution.