8-K: Strategic Student & Senior Housing Trust Sets NAV at $6.37

Strategic Student & Senior Housing Trust, Inc. announced its estimated net asset value per share at $6.37 as of September 30, 2025, an increase from the prior year.

Summary

• The Board of Directors unanimously approved an Estimated Per Share Net Asset Value (NAV) of $6.37 for all share classes (Class A, T, W, Y, Z) as of September 30, 2025.
• This represents a slight increase from the previous Estimated Per Share NAV of $6.35 as of September 30, 2024.
• The valuation was conducted by Kroll, LLC, an independent third-party firm, in accordance with IPA Guidelines.
• The total market value of the four senior housing properties increased by approximately 16.1% from their aggregate purchase and development price of $180.5 million to $209.6 million as of September 30, 2025.
• Total cash distributions paid from inception through September 30, 2025, amount to approximately $14.6 million, or $1.11 per common share.
• The fair value of the aggregate debt was estimated at approximately $101.8 million, representing a below-market debt valuation of approximately $1.5 million.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to a slight increase in NAV and property values, along with consistent distributions. However, the inherent limitations and risks associated with non-listed REIT valuations temper the overall positive sentiment.

Positives

• Estimated Per Share NAV increased to $6.37 from $6.35 year-over-year.
• The total appraised value of the four senior housing properties increased by approximately 16.1% over their aggregate purchase and development price.
• The company has paid cumulative cash distributions of approximately $14.6 million, or $1.11 per common share, from inception through September 30, 2025.
• The fair value of the company's debt is estimated to be approximately $1.5 million below market.

Risks

• The Estimated Per Share NAV is based on estimates and assumptions that may not be accurate or complete, and different parties could derive a significantly different value.
• Markets for real estate and real estate-related investments can fluctuate, and values are expected to change in the future.
• The Estimated Per Share NAV is not audited, does not represent GAAP fair value, liquidation value, or the amount at which shares would trade on a national securities exchange.
• The estimated asset values may not represent current market value or book value, and the estimated value of Appraised Properties does not necessarily represent the value the company would receive if assets were marketed for sale.
• The Estimated Per Share NAV does not reflect a real estate portfolio premium or discount, nor does it account for estimated disposition costs and fees for real estate properties.
• No assurance that a stockholder would be able to resell shares at this Estimated Per Share NAV, realize distributions equal to NAV upon liquidation, or that shares would trade at NAV on an exchange.
• No assurance that the methodology used will comply with any future FINRA rules or ERISA reporting requirements.
• Future valuations of properties or other assets and liabilities could be affected by weakened economic conditions, current economic risk factors, and real estate and capital markets.

Future Outlook

The company anticipates publishing a new estimated share value on an annual basis. Future valuations of properties or other assets and liabilities could be affected by weakened economic conditions, current economic risk factors, and real estate and capital markets.

Management Comments

• "Our goal in calculating the Estimated Per Share NAV is to arrive at a value that is reasonable and supportable using what the Committee and the Board each deems to be appropriate valuation methodologies and assumptions."
• "We do not believe that there are any material conflicts of interest between Kroll, on the one hand, and us or our Advisor, on the other hand."

Industry Context

The valuation process adheres to industry standards for non-listed REITs, specifically the IPA Guidelines, and utilizes an independent third-party valuation firm (Kroll, LLC) with MAI-designated appraisers. This practice is common for non-listed REITs to provide transparency to investors and comply with FINRA and ERISA reporting requirements, as these companies do not have publicly traded share prices to reflect market value.

Comparison to Industry Standards

• The valuation was performed in accordance with Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs, issued by the Institute for Portfolio Alternatives (IPA).
• The scope of work conducted by Kroll was in conformity with the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice (USPAP).
• Each appraisal was prepared by Kroll personnel who are members of the Appraisal Institute and have the Member of Appraisal Institute (MAI) professional designation, indicating adherence to high professional standards in real estate appraisal.

Corporate Governance

Related Party Transactions

• Kroll, LLC, the independent valuation firm, was previously engaged by the company for purchase price allocation and prior NAV calculations.
• The company has agreed to indemnify Kroll against certain liabilities arising out of this engagement.
• SSSHT Advisor, LLC is the company's advisor.

Stakeholder Impact

• Shareholders: Receive an updated Estimated Per Share NAV, which is a key metric for non-listed REITs, and information on historical distributions.
• Broker-dealers: The Estimated Per Share NAV assists them in fulfilling their obligations under applicable FINRA rules for customer account statements.
• Fiduciaries: The Estimated Per Share NAV assists them in discharging their obligations under ERISA reporting requirements.

Next Steps

• The company anticipates publishing a new estimated share value on an annual basis.

Key Dates

Recommendation

The filing provides an annual NAV update, which shows a slight increase in value and continued distributions. This indicates stability in the company's underlying assets. However, as a non-listed REIT, liquidity is limited, and the NAV is an estimate, not a market price. The inherent risks and limitations of such valuations, as explicitly stated in the filing, suggest that while the current performance is stable, there are no new catalysts for a 'buy' or 'sell' recommendation. A 'hold' position is appropriate for existing investors, acknowledging the illiquid nature and estimated valuation.

Keywords

Net Asset Value, NAV, Senior Housing, Real Estate Investment Trust, REIT, Valuation, Kroll, IPA Guidelines, FINRA, ERISA, Distributions, Property Appraisal