8-K
CubeSmart (CUBE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 2, 2026
CUBESMART
CUBESMART, L.P.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland (CubeSmart) Delaware (CubeSmart, L.P.) | 001-32324<br>000-54462 | 20-102473234-1837021 |
|---|---|---|
| (State<br> or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5 Old Lancaster Road
Malvern ,
Pennsylvania
19355
(Address of Principal
Executive Offices)
(610) 535-5000
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) ofthe Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Shares, $0.01 par value per share, of CubeSmart | CUBE | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). ****
Emerging Growth Company (CubeSmart) ¨
Emerging Growth Company (CubeSmart, L.P.) ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
CubeSmart ¨
CubeSmart, L.P. ¨
| Co-Registrant CIK | 0001300485 |
|---|---|
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2026-03-02 |
| Co-Registrant Address Line One | 5 Old Lancaster Road |
| Co-Registrant City or Town | Malvern |
| Co-Registrant State | Pennsylvania |
| Co-Registrant Zipcode | 19355 |
| Co-Registrant City Area Code | 610 |
| Co-Registrant Local Phone No. | 535-5000 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
Explanatory Note
The purpose of this Current Report on Form 8-K is to file an opinion of Troutman Pepper Locke LLP relating to the legality of CubeSmart’s (the “Company”) common shares of beneficial interest, par value $0.01 per share, and an opinion of Troutman Pepper Locke LLP relating to certain tax matters, each in connection with the Company’s filing of a prospectus supplement dated March 2, 2026. A copy of each opinion of Troutman Pepper Locke LLP is filed herewith as Exhibit 5.1 and Exhibit 8.1, respectively, to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 5.1 | Opinion of Troutman Pepper Locke LLP, dated as of March 2, 2026, as to legality |
| 8.1 | Opinion of Troutman Pepper Locke LLP, dated as of March 2, 2026, as to certain tax matters |
| 23.1 | Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1) |
| 23.2 | Consent of Troutman Pepper Locke LLP (included in Exhibit 8.1) |
| 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. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CUBESMART | ||
|---|---|---|
| By: | /s/ Jeffrey P. Foster | |
| Name: | Jeffrey P. Foster | |
| Title: | Chief Legal Officer and Secretary | |
| Date: March 2, 2026 | ||
| CUBESMART, L.P. | ||
| By CUBESMART, its general partner | ||
| By: | /s/ Jeffrey P. Foster | |
| Name: | Jeffrey P. Foster | |
| Title: | Chief Legal Officer and Secretary | |
| Date: March 2, 2026 |
Exhibit 5.1
| Troutman Pepper Locke<br> LLP<br> 3000 Two Logan Square<br> Eighteenth and Arch Streets<br> Philadelphia, PA 19103-2799 |
|---|
| troutman.com |
March 2, 2026
CubeSmart
CubeSmart, L.P.
5 Old Lancaster Road
Malvern, PA 19355
Ladies and Gentlemen:
We have acted as counsel to CubeSmart, a Maryland real estate investment trust (the “Company”), and CubeSmart, L.P., a Delaware limited partnership (the “Partnership”), in connection with the preparation of a registration statement on Form S-3 (Registration Statement No. 333-293922) (the registration statement, including all information deemed to be a part thereof pursuant to Rule 430B of the general rules and regulations under the Securities Act (as defined below), the exhibits and schedules thereto and all documents incorporated by reference therein, is herein referred to as the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), including the base prospectus contained therein (the “Base Prospectus”) and the preparation of the prospectus supplement, dated March 2, 2026 (the “Prospectus Supplement,” and together with the Base Prospectus and all documents incorporated by reference therein, the “Prospectus”) related to the offer and sale from time to time of up to 13,510,817 common shares of beneficial interest, $0.01 par value per share, of the Company (the “Common Shares”), pursuant to the terms of the Equity Distribution Agreement, dated as of March 3, 2025 (the “Equity Distribution Agreement”), by and among the Company and the Partnership and each of Wells Fargo Securities, LLC, Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Goldman Sachs & Co. LLC, Jefferies LLC, Nomura Securities International, Inc., Regions Securities LLC and Truist Securities, Inc., each as sales agent, principal and, if applicable, forward seller (except with respect to BTIG, LLC, in which case the relevant forward seller is Nomura Securities International, Inc. (acting through BTIG, LLC as agent)) and each of Wells Fargo Bank, National Association, Bank of America, N.A., Bank of Montreal, Barclays Bank PLC, Goldman Sachs & Co. LLC, Jefferies LLC, Nomura Global Financial Products, Inc., Regions Securities LLC and Truist Bank, as forward purchaser.
In connection with our representation of the Company, and as a basis for the opinions hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement, including the Prospectus;
2. The Articles of Restatement of the Declaration of Trust of the Company, as amended and supplemented through the date hereof (the “Declaration of Trust”), certified as of a recent date by the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”);
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3. The Fifth Amended and Restated Bylaws of the Company, as amended through the date hereof;
4. A certificate of the SDAT as to the good standing of the Company, dated as of February 27, 2026;
5. Resolutions adopted by the Board of Trustees of the Company, or a duly authorized committee thereof, relating to the offer and sale of the Common Shares (the “Resolutions”), certified by an officer of the Company as being complete, accurate and in effect;
6. The Equity Distribution Agreement;
7. The Form of Forward Sale Agreement (the “Forward Sale Agreement”); and
8. Such other documents, records, instruments, and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company and the Operating Partnership) is duly authorized to do so.
3. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or conduct of the parties or otherwise.
4. The Common Shares will not be issued or transferred in violation of any restriction on ownership and transfer set forth in Article VII of the Declaration of Trust or other organizational document of the Company.
5. A sufficient number of authorized but unissued Common Shares will be available for issuance when Common Shares are issued and sold under the Equity Distribution Agreement and any Forward Sale Agreement, as applicable.
Subject to the foregoing, it is our opinion that, as of the date hereof, the Common Shares have been duly authorized by all necessary action on the part of the Company and, upon issuance, delivery and payment therefore in the manner contemplated by the Equity Distribution Agreement and any Forward Sale Agreement, as applicable, the Common Shares will be validly issued, fully paid and non-assessable.
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The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
No opinion is rendered as to matters not specifically referred to herein and under no circumstances are you to infer from anything stated or not stated herein any opinion with respect to which such reference is not made.
This opinion is being furnished to you for your submission to the Commission as an exhibit to a current report filed on Form 8-K (the “Form 8-K”), to be filed by the Company with the Commission on or about the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Form 8-K and to the use of the name of our firm therein and under the section “Legal Matters” in the Registration Statement, the Prospectus and the Prospectus Supplement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.
| Very truly yours, |
|---|
| /s/ TROUTMAN PEPPER LOCKE LLP |
Exhibit 8.1
| Troutman Pepper Locke<br> LLP<br> 3000 Two Logan Square<br> Eighteenth and Arch Streets<br> Philadelphia, PA 19103-2799 |
|---|
| troutman.com |
March 2, 2026
CubeSmart
CubeSmart, L.P.
5 Old Lancaster Road
Malvern, Pennsylvania 19355
Ladies and Gentlemen:
We have acted as counsel to CubeSmart, a Maryland real estate investment trust (the “Company”), and CubeSmart, L.P., a Delaware limited partnership (the “Partnership”), in connection with the preparation of a registration statement on Form S-3 (Registration Statement No. 333-293922) (the registration statement, including all information deemed to be a part thereof pursuant to Rule 430B of the general rules and regulations under the Securities Act (as defined below), the exhibits and schedules thereto and all documents incorporated by reference therein, is herein referred to as the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), including the base prospectus contained therein (the “Base Prospectus”) and the preparation of the prospectus supplement, dated March 2, 2026 (the “Prospectus Supplement,” and together with the Base Prospectus and all documents incorporated by reference therein, the “Prospectus”) related to the offer and sale from time to time of up to 13,510,817 common shares of beneficial interest, $0.01 par value per share, of the Company (the “Common Shares”), pursuant to the terms of the Equity Distribution Agreement, dated as of March 3, 2025 (the “Equity Distribution Agreement”), by and among the Company and the Partnership and each of Wells Fargo Securities, LLC, BofA Securities, Inc., BMO Capital Markets Corp., Jefferies LLC, Barclays Capital Inc., BTIG, LLC, Goldman Sachs & Co. LLC, Nomura Securities International, Inc., Regions Securities LLC and Truist Securities, Inc., as sales agent, principal and, if applicable, forward seller (except with respect to BTIG, LLC, in which case the relevant forward seller is Nomura Securities International, Inc. (acting through BTIG, LLC as agent)) and each of Wells Fargo Bank, National Association, Bank of America, N.A., Bank of Montreal, Jefferies LLC, Barclays Bank PLC, Goldman Sachs & Co. LLC, Nomura Global Financial Products, Inc., Regions Securities LLC and Truist Bank, as forward purchaser.
The opinions expressed herein are based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations thereunder (including proposed and temporary Treasury regulations) and interpretations of the foregoing as expressed in court decisions, legislative history and administrative determinations of the Internal Revenue Service (the “IRS”) (including its practices and policies in issuing private letter rulings, which are not binding on the IRS, except with respect to a taxpayer that receives such a ruling), all as of the date hereof. This opinion represents our best legal judgment with respect to the probable outcome on the merits and is not binding on the IRS or the courts. There can be no assurance that positions contrary to our opinion will not be taken by the IRS, or that a court considering the issues would not reach a conclusion contrary to such opinions. No assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the opinions expressed herein.
In rendering the opinions expressed herein, we have examined such statutes, regulations, records, certificates and other documents as we have considered necessary or appropriate as a basis for such opinions, including: (1) the Articles of Restatement of the Declaration of Trust of the Company dated May 27, 2015, as amended or supplemented through the date hereof, and (2) the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of October 27, 2004, as amended or supplemented through the date hereof.
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In rendering the opinions expressed herein, we have relied upon written representations as to factual matters of the Company and the Partnership contained in an Officer’s Certificate Regarding Certain Tax Matters dated March 2, 2026 regarding their consolidated assets, operations and activities (the “Officer’s Certificate”). We have not made an independent investigation or audit of the facts set forth in the Officer’s Certificate or in any other document. We consequently have relied upon the accuracy of the representations as to factual matters in the Officer’s Certificate. After inquiry, we are not aware of any facts or circumstances contrary to, or inconsistent with, the representations that we have relied upon or the other assumptions set forth herein. Our opinion is limited to the tax matters specifically covered herein, and we have not addressed, nor have we been asked to address, any other tax matters relevant to the Company, the Partnership or any other person.
We have assumed, with your consent, that, insofar as relevant to the opinions expressed herein:
(1) the Company has been and will be operated in the manner described in the Officer’s Certificate, the Registration Statement and the Company’s Form 10-K for the fiscal year ended December 31, 2025 (including, in each case, the other documents incorporated therein by reference);
(2) all of the obligations imposed by the documents that we reviewed have been and will continue to be performed or satisfied in accordance with their terms; and all of such documents have been properly executed, are valid originals or authentic copies of valid originals, and all signatures thereon are genuine;
(3) all representations made in the Officer’s Certificate (and other factual information provided to us) are true, correct and complete and will continue to be true, correct and complete, and any representation or statement made in the Officer’s Certificate “to the best of knowledge,” “to the knowledge” or “to the actual knowledge” of any person(s) or party(ies) or similarly qualified is true, correct and complete as if made without such qualification; and
(4) all documents that we have reviewed have been properly executed, are valid originals or authentic copies of valid originals, and all signatures thereon are genuine.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, we are of the opinion that:
1. Commencing with its taxable year ended December 31, 2004, the Company has been organized and operated in conformity with the requirements for qualification as a REIT under the Code, and the Company’s current organization and current and proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2026 and thereafter.
2. The discussion in the Registration Statement under the heading “Material United States Federal Income Tax Considerations,” to the extent it describes provisions of U.S. federal income tax law and regulations or legal conclusions with respect thereto, is correct in all material respects as of the date hereof.
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We assume no obligation to advise you of any changes in our opinion subsequent to the date of this letter. We do not purport to express any opinion herein concerning any law other than the federal income tax law of the United States. The Company’s qualification for taxation as a REIT depends upon the Company’s ability to meet, on a continuing basis, through actual annual operating and other results, the requirements of the Code, including the requirements with regard to the sources of its gross income, the composition of its assets, the level of its distributions to shareholders and the diversity of its share ownership. We will not review the Company’s compliance with these requirements on a continuing basis. Accordingly, no assurance can be given that the actual results of the Company’s operations, the sources of its income, the nature of its assets, the level of its distributions to shareholders and the diversity of its share ownership for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT.
This opinion letter has been prepared for your use in connection with the Prospectus Supplement, including submission to the Commission as an exhibit to a current report filed on Form 8-K (the “Form 8-K”), to be filed by the Company with the Commission on or about the date hereof, and speaks as of the date hereof. We do not purport to express any opinion herein concerning any law other than the federal income tax law of the United States. We consent to the filing of this legal opinion as an exhibit to the Form 8-K and to the use of the name of our firm therein and under the section “Legal Matters” in the Registration Statement, the Prospectus, and the Prospectus Supplement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the 1933 Act.
| Very truly yours, |
|---|
| /s/ Troutman Pepper Locke LLP |