CubeSmart (NYSE: CUBE) files legal and tax opinions backing common share prospectus

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CubeSmart and its operating partnership filed a current report mainly to add legal support documents for a previously filed securities prospectus supplement dated March 2, 2026. The company is providing a law firm’s opinion that its common shares are legally issued and another opinion covering certain tax matters.

Both opinions, from Troutman Pepper Locke LLP, are attached as exhibits, along with related consents. This is an administrative step that helps backstop the company’s ability to offer its common shares under the prospectus supplement.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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03/02/2026 - 05:29 PM

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 000-54462		20-1024732 34-1837021
(State 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) of the 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement 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

Source: View Original Filing on SEC EDGAR

FAQ

What is CubeSmart (CUBE) reporting in this Form 8-K?

CubeSmart is submitting legal and tax opinions related to its common shares under a prospectus supplement dated March 2, 2026. These opinions confirm the legality of the shares and address certain tax matters tied to the company’s securities program.

Who provided the legal and tax opinions for CubeSmart (CUBE)?

Troutman Pepper Locke LLP provided both the legal and tax opinions for CubeSmart. One opinion covers the legality of the company’s common shares, while the other addresses specific tax matters associated with the prospectus supplement dated March 2, 2026.

Which CubeSmart securities are covered by the new legal opinion?

The legal opinion covers CubeSmart’s common shares of beneficial interest with a par value of $0.01 per share. It supports the shares offered under the company’s prospectus supplement dated March 2, 2026, by confirming their validity under applicable law.

What exhibits did CubeSmart (CUBE) add with this report?

CubeSmart added four exhibits: a legal opinion on share legality, a tax opinion on certain tax matters, and two related consents from Troutman Pepper Locke LLP. These exhibits support the company’s prospectus supplement dated March 2, 2026.

Does this CubeSmart 8-K announce new financial results or transactions?

No, the report focuses on adding legal and tax opinion exhibits related to a prospectus supplement. It does not present new financial results or major business transactions, but instead supports the company’s existing securities offering documentation.

Filing Exhibits & Attachments

6 documents