CUBE 10-K & 10-Q changes, risk factors and insider trading

We are susceptible to the effects of adverse macro-economic events that can result in higher unemployment, shrinking demand for products, large-scale business failures and tight credit markets. Our results of operations are sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending, as well as to increased bad debts due to recessionary pressures. Adverse economic conditions affecting disposable consumer income, such as employment levels, wage levels, business conditions, inflation, deflation, interest rates, tax rates and fuel and energy costs, could reduce consumer spending or cause consumers to shift their spending to other products and services. A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability. Our results of operations are also sensitive to changes in the residential housing market, as adverse changes in this market could reduce consumer demand.

We are susceptible to adverse developments in the markets in which we operate, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors. Our stores in New York, Florida, CaliforniaTexas and TexasCalifornia accounted forprovided approximately 18%,17%, 14%, 11% and 9%,10%, respectively, of our total 2024revenues revenues.for the year ended December 31, 2025. As a result of this geographic concentration of our stores, we are particularly susceptible to adverse market conditions in these areas. Any adverse economic or real estate developments in these markets, or in any of the other markets in which we operate, or any decrease in demand for self-storage space resulting from the local business climate, could adversely affect our rental revenues, which could impair our ability to satisfy our debt service obligations and pay distributions to our shareholders.

In addition, we often do not obtain third-party appraisals of acquired properties and instead rely on internal valuevaluation determinations.

We intend to continue to acquire individual and portfolios of self-storage properties. These acquisitions could fail to perform in accordance with expectations. If we fail to accurately estimate occupancy levels, rental rates, operating costs or costs of improvements to bring an acquired store up to the standards established for our intended market position, the performance of the store may be below expectations. Acquired stores may have characteristics or deficiencies affecting their valuation or revenue potential that we have not yet discovered. We cannot assureprovide assurance that the performance of stores acquired by us will increase or be maintained under our management.

If we are unable to promptly re-lease our cubes or if the rates upon such re-lettingre-leasing are significantly lower than expected, our business and results of operations would be adversely affected.

We derive revenues principally from rents received from customers who rent cubesunits at our self-storage properties under month-to-month leases and fees earned from managing stores. Any delay in re-leasing cubesunits as vacancies arise would reduce our revenues and harm our operating results. In addition, lower than expected rental rates upon re-leasing could adversely affect our revenues and impede our growth.

We carry comprehensive liability, fire, casualty, extended coverage and rental loss insurance covering all of the properties in our portfolio. We also carry environmental insurance coverage on certain storesproperties in our portfolio. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses such as loss from civil unrest, riots, war or acts of God, pandemics, and, in some cases, flood and environmental hazards, because such coverage is either not available or not available at commercially reasonable rates. Some of our policies, such as those covering losses due to terrorism, hurricanes, floods, earthquakes and windstorms, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses. In particular, certain of our stores are located in areas that are prone to or at risk of flooding, including coastal flooding, and some of our stores have been previously damaged or otherwise impacted by hurricanes and other flooding events. If we experience a loss at a store that is uninsured or that exceeds policy limits, we could lose the capital invested in that store as well as the anticipated future cash flows from that store. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it impractical or undesirable to use insurance proceeds to replace a store after it has been damaged or destroyed. In addition, if the damaged stores are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these stores were irreparably damaged.

Certain of our storesproperties serve as collateral for our mortgage-backed debt, some of which we assumed in connection with our acquisition of stores and requires us to maintain insurance, deductibles, retentions and other policy terms at levels that may not be commercially reasonable in the current insurance environment. We may be unable to obtain required insurance coverage if the cost and/or availability make it impractical or impossible to comply with debt covenants. If we cannot comply with a lender’s requirements, the lender could declare a default, which could affect our ability to obtain future financing and have a material adverse effect on our results of operations and cash flows and our ability to obtain future financing. In addition, we may be required to self-insure against certain losses or our insurance costs may increase.

Under various federal, state and local laws, ordinances and regulations, we, as an owner orand operator of real estateestate, may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at a property and may be held liable to a governmental entity or to third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with contamination. Such liability may be imposed whether or not the owner or operatorwe knew of, or waswere responsible for, the presence of these hazardous or toxic substances. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sellrent or rentsell such property or to borrow using such property as collateral. In addition, in connection with the ownership, operation and management of self-storage properties, we are potentially liable for property damage or injuries to persons and property.

We are increasingly dependent upon automated information technology processes, including artificial intelligence, and internet commerce, and many of our new customers come from and interact with us on the telephone or over the internet. Moreover, the nature of our business involves the receipt and retention of personal information about our customers. We also rely extensively on third-party vendors to retain data, host software, process transactions (including payment transactions), and provide other systems and services. These systems, and our systems, are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, malware, ransomware and other destructive or disruptive security breaches and catastrophic events, such as a natural disaster or a terrorist event or cyber-attack. In addition, experienced computer programmers and hackers may be able to penetrate our security systems and misappropriate or make unavailable to us our confidential information, create system disruptions or cause shutdowns, whether due to malfeasance or human error. Such data security breaches as well as system disruptions and shutdowns could result in additional costs to repair or replace such networks or information systems and possible legal liability, including government enforcement actions and private litigation. In addition, our customers could lose confidence in our ability to protect their personal information, which could cause them to discontinue leasing at our stores. Even if we are not targeted directly, cyberattacks on the U.S. government, financial markets, financial institutions, or other businesses, including our tenants, vendors, software creators, cloud providers, cybersecurity service providers, and other third parties with whom we work, may occur, and such events could disrupt our normal business operations and networks in the future.

In addition to potentially experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position. Additionally, proprietary, confidential, and/or sensitive information of usours or our tenants could be leaked, disclosed, or revealed as a result of or in connection with the use of generative artificial intelligence technologies.

If we fail to qualify as a REIT for federal income tax purposes, and are unable to avail ourselves of certain savings provisions set forth in the Internal Revenue Code of 1986, as amended (the “Code”), we would be subject to federal income tax at regular corporate rates on all of our income. As a taxable corporation, we would not be allowed to take a deduction for distributions to shareholders in computing our taxable income or pass through long-term capital gains to individual shareholders at favorable rates. We also could be subject to increased state and local taxes. We would not be able to elect to be taxed as a REIT until the fifth taxable year that begins after the taxable year we first failed to qualify unless the IRS were to grant us relief under certain statutory provisions. Further, for tax years beginning after December 31, 2022, we may also be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations, including a corporate alternative minimum tax and a nondeductible one percent excise tax on certain stock repurchases. If we failed to qualify as a REIT, we would have to pay significant income taxes, which would reduce our net earnings available for investment or distribution to our shareholders. This likely would have a significant adverse effect on our earnings and likely would adversely affect the value of our securities. In addition, we would no longer be required to pay any distributions to shareholders.

From time to time, domestic financial markets experience volatility and uncertainty. At times in recent years liquidity has tightened in the domestic financial markets, including the investment grade debt and equity capital markets from which we historically sought financing. Consequently, there is greater uncertainty regarding our ability to access the credit markets in order to attract financing on reasonable terms, and there can be no assurance that we will be able to continue to issue common or preferred equity securities at a reasonable price. Our ability to finance new acquisitions and development and refinance future debt maturities could be adversely impacted by our inability to secure financing on reasonable terms, if at all.

Our executive team, including our named executive officers, has extensive self-storage, real estate and public company experience. As previously announced, our Chief Operating Officer is scheduled to retire in 2025. Our Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Chief Human Resources Officer are parties to the Company’s executive severance plan,plan; however, we cannot provide assurance that any of them will remain in our employment. The loss of services of one or more members of our senior management team could adversely affect our operations and our future growth.

As of December 31, 2024,2025, we had 2,6042,618 property-level personnel involved in the management and operation of our stores. The customer service, marketing skillsstores and knowledge503 ofemployees local market demand and competitive dynamics ofat our storeprincipal managersexecutive areoffice contributing factors to our ability to maximize our income and to achieve the highest sustainable rent levels at each ofsupporting our stores.

A number of factors might adversely affect the price of our securities, many of which are beyond our control. These factors includeinclude, but are not limited to:

The market value of our equity securities is based primarily upon the market’s perception of our growth potential and our current and potential future earnings and cash distributions. In light of the recent proliferation of generative artificial intelligence tools and large language models, there is also a risk that the dissemination of negative opinions or characterizations or disinformation may negatively impact the conclusions that these tools and models draw about our business, prospects and share price. Consequently, our equity securities may trade at prices that are higher or lower than our net asset value per equity security. If our future earnings or cash distributions are less than expected, it is likely that the market price of our equity securities will diminish.

The market price of our common shares has been subject to fluctuation and may continue to fluctuate or decline. Between January 1, 20222023 and December 31, 2024,2025, the closing price per share of our common shares has ranged from a high of $54.82$54.55 (on JanuarySeptember 3,16, 20222024) to a low of $33.28 (on October 25, 2023). In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. If our share price is volatile, we may become the target of securities litigation, which could result in substantial costs and divert our management’s attention and resources from our business.

The United States Federal Reserve Board and similar international bodies have increased interest rates at times in recent years to control and decrease the level of inflation. SuchSimilar increases in interest rates could have a material effect on our financial performance, as further described under the heading “The terms and covenants relating to our indebtedness could adversely impact our financial performance.”

Terrorist attacks at or against our stores, our employees, our interests or the United States, may negatively impact our operations and the value of our securities. Attacks, armed conflicts or active-shooter situations could negatively impact the demand for self-storage and increase the cost of insurance coverage for our stores, which could reduce our profitability and cash flow. Furthermore, any terrorist attacks, armed conflicts or active-shooter situations could result in increased volatility in or damage to the United States and worldwide financial markets and economy.

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Report. Some of the statements we make in this section are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this Report entitled “Forward-Looking Statements”. Certain risk factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see the section in this Report entitled “Risk Factors”.

We are an integrated self-storage real estate company, and as such we have in-house capabilities in the design, development, acquisition, operation, leasing, and management of self-storage properties. The Parent Company’s operations are conducted solely through the Operating Partnership and its subsidiaries. The Parent Company has elected to be taxed as a REIT for U.S. federal income tax purposes. As of December 31, 20242025 and 2023,2024, we owned (or partially owned and consolidated) 662 self-storage properties containing an aggregate of approximately 48.4 million rentable square feet and 631 self-storage properties containing an aggregate of approximately 45.8 million rentable square feet and 611 self-storage properties containing an aggregate of approximately 44.1 million rentable square feet, respectively. As of December 31, 2024,2025, we owned stores in the District of Columbia and the following 25 states: Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah and Virginia. In addition, as of December 31, 2024,2025, we managed 902862 stores for third parties (including 7749 stores containing an aggregate of approximately 5.63.3 million net rentable square feet as part of sixfive separate unconsolidated real estate ventures), bringing the total number of stores we owned and/or managed to 1,533.1,524. As of December 31, 2024,2025, we managed stores for third parties in the following 4039 states: Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Washington and Wisconsin.

We derive substantially all of our revenue from customers who lease self-storage space at our stores and fees earned from managing stores. Therefore, our operating results depend materially on our ability to retain our existing customers and lease our available self-storage cubesunits to new customers while maintaining and, where possible, increasing our pricing levels. In addition, our operating results depend on the ability of our customers to make required rental payments to us. Our approach to the management and operation of our stores combines centralized marketing, revenue management and other operational support with local operations teams that provide market-level oversight and management. We believe this approach allows us to respond quickly and effectively to changes in local market conditions and maximize revenues by managing rental rates and occupancy levels.

Our results of operations may be sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending and moving trends, as well as to increased bad debts due to recessionaryeconomic pressures. Adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, and other matters could reduce consumer spending or cause consumers to shift their spending to other products and services. A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.

Our self-storage properties are located in major metropolitan and suburban areas and have numerous customers per store. No single customer represents a significant concentration of our 20242025 revenues. Our stores in New York, Florida, CaliforniaTexas and TexasCalifornia provided approximately 18%,17%, 14%, 11% and 9%,10%, respectively, of total revenues for the year ended December 31, 2024.2025.

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on the consolidation of VIEs. To the extent that the Company (i) has the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and (ii) has the obligation or rights to absorb the VIE's losses or receive its benefits, then the Company is considered the primary beneficiary. The Company may also consider additional factors included in the authoritative guidance, such as whether or not it is the partner in the VIE that is most closely associated with the VIE. When an entity is not deemed to be a VIE, the Company considers the provisions of additional FASB guidance to determine whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Company controls and in which the limited partners do not have substantive participating rights, or the ability to dissolve the entity or remove the Company without cause nor substantive participating rights.cause.

The Company records self-storage properties at cost less accumulated depreciation. Depreciation on the buildings, improvementsbuildings and improvements, as well as equipment is recorded on a straight-line basis over their estimated useful lives, which range from five to 39 years. Expenditures for significant renovations or improvements that extend the useful life of assets are capitalized. Repair and maintenance costs are expensed as incurred.

Allocations to land, buildingbuildings and improvementsimprovements, and equipment are recorded based upon their respective relative fair values as estimated by management. If appropriate, the Company allocates a portion of the purchase price to an intangible asset attributed to the value of in-place leases. This intangible asset is generally amortized to expense over the expected remaining term of the respective leases. Substantially all of the storage leases in place at acquired stores are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date, no portion of the purchase price has been allocated to above- or below-market lease intangibles associated with storage leases assumed at acquisition. Above- or below- market lease intangibles associated with assumed leases in which the Company serves as lessee are recorded as an adjustment to the right-of-use asset and reflect the difference between the contractual amounts to be paid pursuant to each in-place lease and management’s estimate of fair market lease rates. These amounts are amortized over the term of the lease. To date, no intangible asset has been recorded for the value of customer relationships, because the Company does not have any concentrations of significant customers and the average customer turnover is fairly frequent.

Long-lived assets classified as “held for use” are reviewed for impairment when events or circumstances such as declines in occupancy and operating results indicate that there may be an impairment. The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the store’s basis is recoverable. If a store’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value. The impairment loss recognized equals the excess of the net carrying value over the related fair value of the asset. There were no impairment losses recognized in accordance with these procedures during the years ended December 31, 2024,2025, 20232024 and 2022.2023.

The Company accounts for its investments in unconsolidated real estate ventures under the equity method of accounting when it is determined that the Company has the ability to exercise significant influence over the venture. Under the equity method, investments in unconsolidated real estate ventures are recorded initially at cost, as investments in real estate entities, and subsequently adjusted for equity in earnings (losses), cash contributions, cash distributions and impairments. On a periodic basis, management also assesses whether there are any indicators that the carrying value of the Company’s investments in unconsolidated real estate entities may be other than temporarily impaired. An investment is impaired only if the fair value of the investment, as estimated by management, is less than the carrying value of the investment and the decline is other than temporary. To the extent impairment that is other than temporary has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment, as estimated by management. Fair value is determined through various valuation techniques, includingincluding, but not limited to, discounted cash flow models, quoted market values and third-party appraisals. There were no impairment losses related to the Company’s investments in unconsolidated real estate ventures recognized during the years ended December 31, 2024,2025, 20232024 and 2022.2023.

Revenues increased from $1.050 billion for the year ended December 31, 2023 to $1.066 billion for the year ended December 31, 2024,2024 to $1.123 billion for the year ended December 31, 2025, an increase of $15.9$56.9 million, or 1.5%.5.3%. This increase was primarily attributable to additional revenues from stores acquired or opened in 20232024 and 20242025 included in our non same-store portfolio, an increase in fee income, increased customer storage protection plan participation at our owned and managed stores, and an increase in property management fee income due to an increase in the number of stores under management.portfolio.

Property operating expenses increased from $294.8 million for the year ended December 31, 2023 to $317.8 million for the year ended December 31, 2024,2024 to $351.4 million for the year ended December 31, 2025, an increase of $23.0$33.7 million, or 7.8%.10.6%. This increase was primarily attributable to an increase in costs related to employee medical coverage, additional expenses from stores acquired or opened in 20232024 and 20242025 included in our non same-store portfolio, and increases in expenses within our same-store portfolio related to property taxes, insurance, and personnel.portfolio.

GeneralDepreciation and administrative expensesamortization increased from $57.0$205.7 million for the year ended December 31, 20232024 to $59.7$258.2 million for the year ended December 31, 2024,2025, an increase of $2.6$52.4 million, or 4.6%.25.5%. This increase was primarily attributable to increaseddepreciation personneland expenses.amortization associated with newly acquired or developed stores.

Interest expense on loans decreasedincreased from $93.1 million for the year ended December 31, 2023 to $90.8 million for the year ended December 31, 2024,2024 ato decrease$114.1 million for the year ended December 31, 2025, an increase of $2.2$23.3 million, or 2.4%.25.6%. This decreaseincrease was attributable to aan decreaseincrease in the average outstanding debt balance and lowerhigher interest rates during the 20242025 period compared to the 20232024 period. The average outstanding debt balance decreasedincreased from $3.02 billion during the year ended December 31, 2023 to $2.96 billion during the year ended December 31, 2024.2024 to $3.37 billion during the year ended December 31, 2025. The weighted average effective interest rate on our outstanding debt decreasedincreased from 3.04%3.00% during the year ended December 31, 20232024 to 3.00%3.29% for the year ended December 31, 2024.2025.

Our cash flow from operations has historically been one of our primary sources of liquidity used to fund debt service, distributions and capital expenditures. We derive substantially all of our revenue from customers who lease self-storage space at our stores and fees earned from managing stores. Therefore, our ability to generate cash flow from operations is dependent on the rents that we are able to charge and collect from our customers. We believe that the properties in which we invest, self-storage properties, are less sensitive than other real estate product types to near-termchanges in economic downturns.conditions. However, prolonged economic downturnspressures will adversely affect our cash flows from operations.

Our short-term liquidity needs consist primarily of funds necessary to: pay operating expenses associated with our stores,stores; repayment ofrepay certain indebtedness,indebtedness; pay interest expense and scheduled principal payments on debt,debt; fund expected distributions to limited partners and shareholders,shareholders; and fund capital expenditures and the acquisition and development of new stores. These funding requirements will vary from year to year, in some cases significantly. In the 20252026 fiscal year, we expect recurring capital expenditures to be approximately $14.0$27.5 million to $19.0$32.5 million, planned capital improvements and store upgrades to be approximately $12.5$20.0 million to $17.5$25.0 million and costs associated with the development of new stores to be approximately $22.0$0.5 million to $27.0$2.0 million. Our currently scheduled principal payments on debt, including the repayment of unsecured senior notes, are approximately $301.2$341.0 million in 2025.2026.

On October 26, 2022, we amended and restated, in its entirety, our unsecured revolving credit agreement (the “Second Amended and Restated Credit Facility”) which, subsequent to the amendment and restatement, is comprised of an $850.0 million unsecured revolving credit facility (the “Revolver”) maturing on February 15, 2027. The Second Amended and Restated Credit Facility provides for two six-month options to extend the maturity date to February 2028 upon the satisfaction of certain conditions. Under the Second Amended and Restated Credit Facility, pricing on the Revolver is dependent upon our unsecured debt credit ratings and leverage levels. At our current unsecured debt credit ratings and leverage levels, amounts drawn under the Revolver are priced using a margin of 0.775% plus a facility fee of 0.15% over the Secured Overnight Financing Rate ("SOFR") plus a 0.10% SOFR adjustment.

As of December 31, 2024,2025, the Revolver had an effective interest rate of 5.52%.4.90%. Additionally, as of December 31, 2024,2025, $849.4$470.5 million was available for borrowing under the Revolver. The available balance under the Revolver is reduced by an outstanding letterletters of credit oftotaling $0.6$0.7 million.

We used proceeds from sales of common shares under the program during the yearsyear ended December 31, 2024 and 2022 to fund the acquisition and development of self-storage properties and for general corporate purposes. As of December 31, 2024,2025, 20232024 and 2022,2023, 3.513.5 million common shares, 5.83.5 million common shares and 5.8 million common shares, respectively, remained available for issuance under the Equity Distribution Agreements.

Storage properties, net increased $87.0$337.7 million from December 31, 20232024 to December 31, 20242025 primarily due to the acquisition of aour controllingpartner’s 80% ownership interest in seven191 consolidatedIV jointCUBE venturesLLC that(“HVP collectivelyIV”), owna 1428-store storageunconsolidated properties,real estate venture in which we previously owned an 20% interest. The increase was also due to the acquisition of fourtwo wholly-owned storage properties, additions and improvements to existing storage properties, and development activity throughoutduring the year.

RevolvingInvestment creditin facilityreal estate ventures, at equity decreased $18.1$17.9 million from December 31, 20232024 to December 31, 20242025 primarily due to availableour cash that we used to repay the outstanding balanceacquisition of theour revolvingpartner’s credit80% facility.ownership interest in HVP IV, as noted above.

AccountsUnsecured payable,senior accruednotes, expenses and other liabilitiesnet increased $28.2$144.5 million from December 31, 20232024 to December 31, 20242025 primarilyas duea toresult of the timingissuance of paymentsthe for2035 realNotes estateon taxesAugust and20, other2025 payables.offset by the redemption of the 2025 Notes on November 17, 2025.

We are an integrated self-storage real estate company, and as such we have in-house capabilities in the design, development, acquisition, operation, leasing, and management of self-storage properties. The Parent Company’s operations are conducted solely through the Operating Partnership and its subsidiaries. The Parent Company has elected to be taxed as a REIT for U.S. federal income tax purposes. As of MarchJune 31,30, 2026 and December 31, 2025, we owned (or partially owned and consolidated) 662 self-storage properties containing an aggregate of approximately 48.5 million rentable square feet and 662 self-storage properties containing an aggregate of approximately 48.4 million rentable square feet, respectively. As of MarchJune 31,30, 2026, we owned stores in the District of Columbia and the following 25 states: Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah and Virginia. In addition, as of MarchJune 31,30, 2026, we managed 854872 stores for third parties (including 50 stores containing an aggregate of approximately 3.4 million rentable square feet as part of six separate unconsolidated real estate ventures) bringing the total number of stores we owned and/or managed to 1,516.1,534. As of MarchJune 31,30, 2026, we managed stores for third parties in the following 41 states: Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Washington and Wisconsin.

Our self-storage properties are located in major metropolitan and suburban areas and have numerous customers per store. No single customer represents a significant concentration of our revenues for the three months ended MarchJune 31,30, 2026. Our stores in New York, Florida, Texas and California provided approximately 18%, 14%,13%, 11% and 10%, respectively, of total revenues for the threesix months ended MarchJune 31,30, 2026.

Long-lived assets classified as “held for use” are reviewed for impairment when events or circumstances such as declines in occupancy and operating results indicate that there may be an impairment. The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the store’s basis is recoverable. If a store’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value. The impairment loss recognized equals the excess of the net carrying value over the related fair value of the asset. There were no impairment losses recognized in accordance with these procedures during the three or six months ended MarchJune 31,30, 2026 and 2025.

Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer and there are no contingencies related to the sale that may prevent the transaction from closing. However, each potential transaction is evaluated based on its separate facts and circumstances. Assets classified as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell and are not depreciated. There were no stores classified as held for sale as of MarchJune 31,30, 2026.

The Company accounts for its investments in unconsolidated real estate ventures under the equity method of accounting when it is determined that the Company has the ability to exercise significant influence over the venture. Under the equity method, investments in unconsolidated real estate ventures are recorded initially at cost, as investments in real estate entities, and subsequently adjusted for equity in earnings (losses), cash contributions, cash distributions and impairments. On a periodic basis, management also assesses whether there are any indicators that the carrying value of the Company’s investments in unconsolidated real estate entities may be other than temporarily impaired. An investment is impaired only if the fair value of the investment, as estimated by management, is less than the carrying value of the investment and the decline is other than temporary. To the extent impairment that is other than temporary has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment, as estimated by management. Fair value is determined through various valuation techniques, including, but not limited to, discounted cash flow models, quoted market values and third-party appraisals. There were no impairment losses related to the Company’s investments in unconsolidated real estate ventures recognized during the three or six months ended MarchJune 31,30, 2026 orand 2025.

Differences between the Company’s net investment in unconsolidated real estate ventures and its underlying equity in the net assets of the ventures are primarily a result of the Company acquiring interests in existing unconsolidated real estate ventures. As of MarchJune 31,30, 2026 and December 31, 2025, the Company’s net investment in unconsolidated real estate ventures was greater than its underlying equity in the net assets of the unconsolidated real estate ventures by an aggregate of $29.9$29.7 million and $30.1 million, respectively. These differences are amortized over the estimated useful lives of the self-storage properties owned by the real estate ventures. This amortization is included in equity in earnings of real estate ventures within our consolidated statements of operations.

The following discussion of our results of operations should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes thereto. Historical results set forth in our consolidated statements of operations reflect only the existing stores for each period presented and should not be taken as indicative of future operations. We consider our same-store portfolio to consist of only those stores owned and operated on a stabilized basis at the beginning and at the end of the applicable periods presented. We consider a store to be stabilized once it has achieved an occupancy rate that we believe, based on our assessment of market-specific data, is representative of similar self-storage assets in the applicable market for a full year measured as of the most recent January 1 and has not been significantly damaged by natural disaster or undergone significant renovation. We believe that same-store results are useful to investors in evaluating our performance because they provide information relating to changes in store-level operating performance without taking into account the effects of acquisitions, developments or dispositions. As of MarchJune 31,30, 2026, we owned 623 same-store properties and 39 non same-store properties. The non same-store property portfolio results include 2025 and 2026 acquisitions, dispositions, newly developed stores, stores with a significant portion of net rentable square footage taken out of service or stores that have not yet reached stabilization as defined above. For analytical presentation, all percentages are calculated using the numbers presented in the unaudited consolidated financial statements contained in this Report.

The comparability of our results of operations is affected by the timing of acquisition and disposition activities during the periods reported. The following table summarizes the change in the number of owned (or partially owned and consolidated) stores from January 1, 2025 through MarchJune 31,30, 2026:

Comparison of the three months ended MarchJune 31,30, 2026 to the three months ended MarchJune 31,30, 2025 (in thousands)

Total revenues increased from $273.0$282.3 million for the three months ended MarchJune 31,30, 2025 to $281.9$286.5 million for the three months ended MarchJune 31,30, 2026, an increase of $8.9$4.2 million, or 3.3%.1.5%. This increase was primarily attributable to additionalincreased revenuesrental from stores acquired or opened in 2025 and 2026 includedrates in our non same-store portfolio.

Property operating expenses increased from $82.9$89.0 million for the three months ended MarchJune 31,30, 2025 to $90.1$96.0 million for the three months ended MarchJune 31,30, 2026, an increase of $7.1$7.0 million, or 8.6%.7.9%. This increase was primarily attributable to increases in expensespersonnel from same-store properties largely related to advertisingexpense and personnelproperty expenses as well as additional expenses from stores acquired or opened in 2025 and 2026 included in our non same-store portfolio.taxes.

Interest expense on loans increased from $26.1$29.1 million during the three months ended MarchJune 31,30, 2025 to $29.8$30.3 million during the three months ended MarchJune 31,30, 2026, an increase of $3.7$1.3 million, or 14.3%.4.3%. The increase was attributable to an increase in the average outstanding debt balance and higher interest rates during the 2026 period compared to the 2025 period. The average outstanding debt balance increased from $3.20$3.43 billion during the three months ended MarchJune 31,30, 2025 to $3.48$3.51 billion during the three months ended MarchJune 31,30, 2026. The weighted average effective interest rate on our outstanding debt increased from 3.19%3.32% during the three months ended MarchJune 31,30, 2025 to 3.33% for the three months ended MarchJune 31,30, 2026.

Comparison of the threesix months ended MarchJune 31,30, 2026 to the threesix months ended MarchJune 31,30, 2025

A comparison of cash flows from operating, investing and financing activities for the threesix months ended MarchJune 31,30, 2026 and 2025 is as follows:

Cash provided by operating activities increaseddecreased from $146.3$303.8 million for the threesix months ended MarchJune 31,30, 2025 to $148.8$293.2 million for the threesix months ended MarchJune 31,30, 2026, reflecting ana increasedecrease of $2.5$10.6 million. The increaseddecreased cash flow from operating activities was primarily attributable to theincreased timingcash andpaid amountsfor ofinterest for the payments2026 ofperiod certainas accountscompared payableto andthe accruedcorresponding expenses.2025 period.

Cash used in investing activities decreased from $467.3$491.4 million for the threesix months ended MarchJune 31,30, 2025 to $21.7$27.8 million for the threesix months ended MarchJune 31,30, 2026, reflecting a change of $445.6$463.6 million. This change was primarily the result of $451.1 million paid to acquire the remaining 80% ownership interest in 191 IV CUBE LLC during the 2025 period. There were no acquisitions during the 2026 period.

Cash provided by financing activities was $259.1$124.3 million for the threesix months ended MarchJune 31,30, 2025 compared to $127.9$259.0 million of cash used in financing activities for the threesix months ended MarchJune 31,30, 2026, reflecting a change of $387.0$383.3 million. The change was primarily the result of a $346.1$294.3 million increasedecrease in net proceeds from our revolving credit facility during the 2026 period as compared to the corresponding 2025 period as well as $33.4$75.9 million in payments to repurchase common shares during the 2026 period. There were no such repurchases during the 2025 period.

As of MarchJune 31,30, 2026, we had approximately $7.3$14.3 million in available cash and cash equivalents. In addition, we had approximately $434.2$548.5 million of availability for borrowings under our Revolver.

The indenture under which the Senior Notes were issued restricts the ability of the Operating Partnership and its subsidiaries to incur debt unless the Operating Partnership and its consolidated subsidiaries comply with a leverage ratio not to exceed 60% and an interest coverage ratio of more than 1.5:1.0 after giving effect to the incurrence of the debt. The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt. The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. As of and for the three and six months ended MarchJune 31,30, 2026, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes.

On OctoberJune 26,24, 2022,2026, we amended and restated, in its entirety, our unsecured revolving credit agreement (the “SecondThird Amended and Restated Credit Facility”) which, subsequent to the amendment and restatement, is comprised of ana $850.0$1.0 millionbillion unsecured revolving credit facility (the “Revolver”) maturing on FebruaryJune 15,24, 2027.2030. The SecondThird Amended and Restated Credit Facility provides for two six-month options to extend the maturity date to, at the latest, FebruaryJune 20282031 upon the satisfaction of certain conditions. Under the SecondThird Amended and Restated Credit Facility, pricing on the Revolver is dependent upon our unsecured debt credit ratings and leverage levels. At our current unsecured debt credit ratings and leverage levels, amounts drawn under the Revolver are priced using a margin of 0.775% plus a facility fee of 0.15% over the Secured Overnight Financing Rate (“SOFR”) plus a 0.10% SOFR adjustment.Rate.

As of MarchJune 31,30, 2026, the Revolver had an effective interest rate of 4.71%.4.61%. Additionally, as of MarchJune 31,30, 2026, $434.2$548.5 million was available for borrowing under the Revolver. The available balance under the Revolver is reduced by outstanding letters of credit totaling $0.7 million.

Under the SecondThird Amended and Restated Credit Facility, our ability to borrow under the Revolver is subject to ongoing compliance with certain financial covenants which include, among other things, (1) a maximum total indebtedness to total asset value of 60.0%, and (2) a minimum fixed charge coverage ratio of 1.5:1.0. As of and for the three and six months ended MarchJune 31,30, 2026, the Operating Partnership was in compliance with all financial covenants of the Third Amended and Restated Credit Facility and its predecessor agreement, the Second Amended and Restated Credit Facility.

On March 3, 2025, we replaced our prior at-the-market equity distribution program with a new at-the-market equity distribution program. Under the new program, we may sell, from time to time, up to an aggregate of 13,510,817 common shares of CubeSmart through agents acting as our sales agents or as forward sellers of common shares borrowed from third parties (if acting as forward sellers). Sales of common shares, if any, made through the agents, as our sales agents, or as forward sellers, may be made by any method permitted by law to be an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, or by any other method permitted by applicable law. We may also sell common shares to a sales agent, as principal for its own account, at a price to be agreed upon at the time of sale. Actual sales, if any, under the program will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of our common shares, capital needs and determinations by us of the appropriate sources of our funding. As of MarchJune 31,30, 2026, we had not sold any common shares under the new program.

During the three and six months ended MarchJune 31,30, 2026, we repurchased,repurchased under1.1 ourmillion shareand repurchase program, a total of 0.92.0 million common shares of beneficial interestinterest, forrespectively, anunder our share repurchase program. The average purchase price ofwas $36.64$38.96 per share.share for the three-month period and $37.90 per share for the six-month period. There were no such repurchases during the three or six months ended MarchJune 31,30, 2025. Additionally, on February 24, 2026, the Company’s Board of Trustees (the “Board”) authorized additional share repurchases of up to 10.0 million of the Parent Company’s outstanding common shares. As of MarchJune 31,30, 2026, 11.210.1 million common shares remained available for repurchase under this program.

The following table presents a reconciliation of net income attributable to the Company’s common shareholders to FFO (and FFO, as adjusted) attributable to the Company’s common shareholders and third-party OP unitholders for the three and six months ended MarchJune 31,30, 2026 and 2025.