EX-3.1 2 d798568dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

SMARTSTOP SELF STORAGE REIT, INC.

ARTICLES OF AMENDMENT

SmartStop Self Storage REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter (the “Charter”) of the Corporation is hereby amended to provide that, upon the Effective Time (as defined below), (a) every four shares of Class A Common Stock, $0.001 par value per share, of the Corporation which were issued and outstanding immediately prior to the Effective Time shall be changed into one issued and outstanding share of Class A Common Stock, $0.004 par value per share, of the Corporation, and (b) every four shares of Class T Common Stock, $0.001 par value per share, of the Corporation which were issued and outstanding immediately prior to the Effective Time shall be changed into one issued and outstanding share of Class T Common Stock, $0.004 par value per share, of the Corporation.

SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-309(e) of the Maryland General Corporation Law.

THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.

FOURTH: These Articles of Amendment shall become effective at 12:00 p.m., Eastern Time, on March 20, 2025 (the “Effective Time”).

FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 20th day of March, 2025.

 

ATTEST:     SMARTSTOP SELF STORAGE REIT, INC.
/s/ Nicholas M. Look     By:   /s/ H. Michael Schwartz (SEAL)
Name: Nicholas M. Look       Name: H. Michael Schwartz
Title: Secretary       Title: Chief Executive Officer