CubeSmart Enters Material Definitive Agreement

TL;DR

CubeSmart signed a big deal, details to follow.

AI Summary

On August 11, 2025, CubeSmart, L.P. entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. Specific details of the agreement and financial information are not provided in this excerpt.

Why It Matters

This filing indicates a significant new contract or transaction for CubeSmart, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The nature of the material definitive agreement is not specified, introducing uncertainty about its potential impact.

Key Players & Entities

• CubeSmart, L.P. (company) — Filer
• CubeSmart (company) — Company Name

FAQ

Key Financial Figures

• $0.01 — on Which Registered Common Shares, $0.01 par value per share, of CubeSmart C
• $450.0 million — "), relating to the public offering of $450.0 million in aggregate principal amount of the Op

Filing Documents

• tm2523233d1_8k.htm (8-K) — 50KB
• tm2523233d1_ex1-1.htm (EX-1.1) — 288KB
• tm2523233d1_ex99-1.htm (EX-99.1) — 32KB
• 0001104659-25-076934.txt ( ) — 647KB
• cube-20250811.xsd (EX-101.SCH) — 3KB
• cube-20250811_def.xml (EX-101.DEF) — 26KB
• cube-20250811_lab.xml (EX-101.LAB) — 35KB
• cube-20250811_pre.xml (EX-101.PRE) — 24KB
• tm2523233d1_8k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 11, 2025 CubeSmart, L.P. (the " Operating Partnership ") and CubeSmart (the " Company ") executed and delivered an underwriting agreement (the " Underwriting Agreement "), by and among the Company, the Operating Partnership and Wells Fargo Securities, LLC, BofA Securities, Inc. and PNC Capital Markets LLC, as representatives of the several underwriters named in Exhibit A thereto (collectively, the " Underwriters "), relating to the public offering of $450.0 million in aggregate principal amount of the Operating Partnership's 5.125% senior notes due 2035 (the " Notes "). The Company will fully and unconditionally guarantee payment of principal, the make-whole premium, if any, and interest on the Notes (collectively, the " Guarantee "). The offer and sale of the Notes and related Guarantee are expected to be completed on August 20, 2025, subject to customary closing conditions. Under the terms of the Underwriting Agreement, the Company and the Operating Partnership have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the " Securities Act "), or to contribute payments that the Underwriters may be required to make because of any of those liabilities. The Underwriting Agreement contains customary representations, warranties and covenants. The offer and sale of the Notes and related Guarantee were registered with the Securities and Exchange Commission (the " Commission ") pursuant to a registration statement on Form S-3ASR (File No. 333-270248) (the " Registration Statement "), under the Securities Act. A prospectus supplement relating to the offering and sale of the Notes was filed with the Commission on August 12, 2025. The foregoing is not a complete description of the Underwriting Agreement and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached to this Current Report on F

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 11, 2025 the Company issued a press release announcing the pricing of the Notes. A copy of the press release is furnished herewith as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Act, or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated as of August 11, 2025, among CubeSmart, CubeSmart, L.P. and Wells Fargo Securities, LLC, BofA Securities, Inc. and PNC Capital Markets LLC, as representatives of the several underwriters named in Exhibit A thereto. 4.1* Indenture, dated as of September 16, 2011, among CubeSmart, CubeSmart, L.P. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-3, filed with the Commission on September 16, 2011. 99.1 Press Release, dated August 11, 2025. 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. * Incorporated herein by reference as above indicated.

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CUBESMART Date: August 12, 2025 By: /s/ Jeffrey P. Foster Name: Jeffrey P. Foster Title: Chief Legal Officer & Secretary CUBESMART, L.P. By: CubeSmart, its general partner Date: August 12, 2025 By: /s/ Jeffrey P. Foster Name: Jeffrey P. Foster Title: Chief Legal Officer & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR