SmartStop Completes NYSE Listing and Public Offering

The self-storage REIT also rolled out equity awards and new severance protections as part of its transition.

April 04, 2025

SmartStop Self Storage REIT just made a major move

On April 3, the company closed its public offering—over 31 million shares of common stock now trading on the New York Stock Exchange. That number includes the full overallotment granted to underwriters, showing strong demand out of the gate.

The offering was backed by a group of leading financial institutions: J.P. Morgan, Wells Fargo, KeyBanc, BMO Capital Markets, and Truist. It follows months of preparation, including amendments to SmartStop’s registration statement. With the offering finalized, the company’s equity is now accessible to a broader pool of investors—and the governance changes that came alongside it signal SmartStop’s next chapter.

New Equity Grants Support SmartStop’s Listing

To mark the transition, SmartStop’s board authorized a wide set of equity awards. These include:

Class A restricted stock

Restricted stock units

Long-term incentive plan (LTIP) units

The awards were distributed to a mix of employees, directors, and executive leadership, including CFO James R. Barry and fellow executives, each receiving over 29,000 LTIP units.

Vesting schedules vary depending on the size of the award:

Some will fully vest six months from the offering’s close

Larger grants will vest annually over four years, beginning on the one-year anniversary

Continued employment or service is required for vesting. Non-employee directors received similar grants, with matching terms. The Chairman and CEO, H. Michael Schwartz, did not receive awards under this program.

Updated Severance Plan Adds Flexibility

Alongside the offering, SmartStop adopted a revised Executive Severance and Change of Control Plan. The updates:

Clarify key definitions

Adjust the structure of individual agreements

Align the plan with IRS Code Section 280G

These changes position the company to better manage leadership transitions, especially in a public-company setting.

Governance Adjustments Empower Shareholders

In connection with the listing, SmartStop also strengthened its governance. A new filing with the State of Maryland formally opted the company out of Section 3-803 of the Maryland General Corporation Law—commonly known as the Maryland Unsolicited Takeovers Act. This move prevents SmartStop from unilaterally classifying its board, a decision that now rests with shareholders.

The board also adopted a new set of bylaws. These amendments:

Bring SmartStop in line with recent SEC rules

Introduce a majority vote requirement for board elections

Allow shareholders to amend bylaws directly

Compensation for Directors Gets a Boost

SmartStop adjusted compensation for non-employee directors to reflect its new status. Changes effective April 2 include:

Annual cash retainers increased from $62,500 to $65,000

Annual equity grants rose from $80,000 to $100,000

The lead independent director’s stipend increased from $10,000 to $15,000

The company also rolled out a new Code of Ethics and Business Conduct, effective April 1, covering all employees, officers, and board members. The update reinforces compliance expectations under its new public structure.

April Distribution Reflects Listing Timeline

SmartStop’s April distribution will be split into two parts to reflect the timing of its NYSE listing:

Pre-listing days: Higher payout rate

Post-listing days: Reduced payout rate

Shareholders of record at the end of April will receive the full payment in May.

To ensure transparency, a stockholder letter and FAQ document were released on April 3 and posted online. Together, these updates reflect a coordinated effort to align SmartStop’s governance, leadership incentives, and public positioning.