CubeSmart Enters Material Definitive Agreement

TL;DR

CubeSmart just signed a big deal, expect financial moves.

AI Summary

On August 20, 2025, CubeSmart, L.P. entered into a material definitive agreement related to a financial obligation. The filing indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. Specific details regarding the agreement, the nature of the obligation, and any associated dollar amounts or dates beyond the filing date are not provided in this summary.

Why It Matters

This filing signals a significant financial commitment or obligation for CubeSmart, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The entry into a material definitive agreement and creation of a financial obligation inherently carries financial risk that needs further investigation.

Key Players & Entities

• CubeSmart, L.P. (company) — Registrant and party to the agreement
• CubeSmart (company) — Parent company

FAQ

Key Financial Figures

• $0.01 — on Which Registered Common Shares, $0.01 par value per share, of CubeSmart C
• $450.0 million — y ") completed the issuance and sale of $450.0 million in aggregate principal amount of the Op
• $440.2 million — yable by the Company, are approximately $440.2 million. The Operating Partnership expects to u

Filing Documents

• tm2523819d1_8k.htm (8-K) — 56KB
• tm2523819d1_ex4-1.htm (EX-4.1) — 46KB
• tm2523819d1_ex4-3.htm (EX-4.3) — 114KB
• tm2523819d1_ex5-1.htm (EX-5.1) — 20KB
• tm2423819d1_ex5-1img002.jpg (GRAPHIC) — 4KB
• 0001104659-25-080958.txt ( ) — 498KB
• cube-20250820.xsd (EX-101.SCH) — 3KB
• cube-20250820_def.xml (EX-101.DEF) — 26KB
• cube-20250820_lab.xml (EX-101.LAB) — 35KB
• cube-20250820_pre.xml (EX-101.PRE) — 24KB
• tm2523819d1_8k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 20, 2025, CubeSmart, L.P. (the " Operating Partnership ") and CubeSmart (the " Company ") completed the issuance and sale of $450.0 million in aggregate principal amount of the Operating Partnership's 5.125% senior notes due 2035 (the " Notes "), and the Company's related full and unconditional guarantee of the payment of principal, the make-whole premium, if any, and interest on the Notes (the " Guarantee "). The net proceeds from the sale of the Notes to the Operating Partnership, after deducting the underwriters' discount and estimated transaction expenses payable by the Company, are approximately $440.2 million. The Operating Partnership expects to use the net proceeds from the offering to repay outstanding indebtedness under its unsecured revolving credit facility and for working capital and other general corporate purposes, which may include repayment or repurchase of certain other outstanding indebtedness of the Company or its consolidated subsidiaries, including the Operating Partnership. The Notes and the Guarantee were issued pursuant to the indenture, dated as of September 16, 2011 (the " Indenture "), among the Company, the Operating Partnership and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (the " Trustee "), as supplemented by the Eleventh Supplemental Indenture, dated as of August 20, 2025 (the " Eleventh Supplemental Indenture "), among the Company, the Operating Partnership and the Trustee. A copy of the form of the Notes and a copy of the form of the Guarantee are filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated into this Item 1.01 by reference. The Notes accrue interest at the rate of 5.125% per annum, with interest payable in cash semi-annually in arrears on May 1 and November 1 of each year. The Notes accrue interest from and including August 20, 2025 and will be payable beginning May 1, 2026.

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant. The information provided in Item 1.01 of this Current Report on Form 8-K pertaining to the Notes and the Guarantee is incorporated by reference into this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 4.1 Form of the Operating Partnership's 5.125% senior notes due 2035. 4.2 Form of CubeSmart Guarantee (included in Exhibit 4.1). 4.3 Eleventh Supplemental Indenture, dated as of August 20, 2025, among CubeSmart, CubeSmart, L.P. and U.S. Bank Trust Company, National Association. 4.4* 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. 5.1 Opinion of Troutman Pepper Locke LLP as to the legality of the Notes. 23.1 Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1 and incorporated herein by reference). 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 20, 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 20, 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