What changed in CubeSmart's 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of CubeSmart's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+131 added−133 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)
Top changes in CubeSmart's 2025 10-K
131 paragraphs added · 133 removed · 117 edited across 5 sections
- Item 7. Management's Discussion & Analysis+68 / −70 · 58 edited
- Item 1A. Risk Factors+33 / −34 · 33 edited
- Item 1C. Cybersecurity+18 / −18 · 17 edited
- Item 5. Market for Registrant's Common Equity+5 / −6 · 4 edited
- Item 7A. Quantitative and Qualitative Disclosures About Market Risk+7 / −5 · 5 edited
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
33 edited+0 added−1 removed151 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
33 edited+0 added−1 removed151 unchanged
2024 filing
2025 filing
Biggest changeFurthermore, we have experienced, and could continue to experience, a shortage of labor for certain positions due to certain market trends and conditions which could further decrease the pool of available talent for key functions. As of December 31, 2024, we had 2,604 property-level personnel involved in the management and operation of our stores.
Biggest changeFurthermore, we have experienced, and could continue to experience, a shortage of labor for certain positions due to certain market trends and conditions which could further decrease the pool of available talent for key functions. As of December 31, 2025, we had 2,618 property-level personnel involved in the management and operation of our stores and 503 employees at our principal executive office supporting our stores. Competitive pressures and the impact of inflation may require that we enhance our pay and benefits package to compete effectively for such personnel.
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 sell or rent such property or to borrow using such property as collateral.
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 rent or sell such property or to borrow using such property as collateral.
Therefore, we may not be able to dispose of properties promptly, or on favorable terms, in response to economic or other market conditions, which may adversely affect our financial position. 19 Table of Contents Risks Related to our Qualification and Operation as a REIT Failure to qualify as a REIT would subject us to U.S. federal income tax which would reduce the cash available for distribution to our shareholders. We operate our business to qualify to be taxed as a REIT for federal income tax purposes.
Therefore, we may not be able to dispose of properties promptly, or on favorable terms, in response to economic or other market conditions, which may adversely affect our financial position. Risks Related to our Qualification and Operation as a REIT Failure to qualify as a REIT would subject us to U.S. federal income tax which would reduce the cash available for distribution to our shareholders. 19 Table of Contents We operate our business to qualify to be taxed as a REIT for federal income tax purposes.
Thus, higher market interest rates could cause the market price of our equity securities to go down; 24 Table of Contents ● anticipated benefit of an investment in our securities as compared to investment in securities of companies in other industries (including benefits associated with tax treatment of dividends and distributions); ● perception by market professionals of REITs generally and REITs comparable to us in particular; ● level of institutional investor interest in our securities; ● trading volumes in securities of REITs; ● our results of operations and financial condition; ● investor confidence in the stock market generally; and ● additions and departures of key personnel. 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.
Thus, higher market interest rates could cause the market price of our equity securities to go down; ● anticipated benefit of an investment in our securities as compared to an investment in securities of companies in other industries (including benefits associated with tax treatment of dividends and distributions); 24 Table of Contents ● perception by market professionals of REITs generally and REITs comparable to us in particular; ● level of institutional investor interest in our securities; ● trading volumes in securities of REITs; ● our results of operations and financial condition; ● investor confidence in the stock market generally; and ● additions and departures of key personnel. 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.
Events or conditions beyond our control that may adversely affect our operations or the value of our properties include but are not limited to: ● downturns in the national, regional and local economic climate; ● local or regional oversupply, increased competition or reduction in demand for self-storage space; ● vacancies or changes in market rents for self-storage space; ● inability to collect or delay in collecting rent from customers; ● increased operating costs, including maintenance, personnel, insurance premiums, customer acquisition costs and real estate taxes; ● changes in interest rates and availability of financing; ● hurricanes, earthquakes and other natural disasters, civil disturbances, terrorist acts or acts of war that may result in uninsured or underinsured losses; ● significant expenditures associated with acquisitions and development projects, such as debt service payments, real estate taxes, insurance and maintenance costs which are generally not reduced when circumstances cause a reduction in revenues from a property; ● costs of complying with changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes; and ● the relative illiquidity of real estate investments. In addition, prolonged periods of economic slowdown or recession, rising interest rates, declining demand for self-storage, geopolitical tensions, military conflicts, pandemics or the fear or public perception that any of these events may occur, could result in a general decline in rental revenues, which could impair our ability to satisfy our debt service obligations and to make distributions to our shareholders. Rental revenues are significantly influenced by demand for self-storage space generally, and a decrease in such demand would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio. Because our real estate portfolio consists primarily of self-storage properties, we are subject to risks inherent in investments in a single industry.
Events or conditions beyond our control that may adversely affect our operations or the value of our properties include but are not limited to: ● downturns in the national, regional and local economic climate; ● local or regional oversupply, increased competition or reduction in demand for self-storage space; ● vacancies or changes in market rents for self-storage space; ● inability to collect or delay in collecting rent from customers; ● increased operating costs, including maintenance, utilities, personnel, insurance premiums, customer acquisition costs and real estate taxes; ● changes in interest rates and availability of financing; ● hurricanes, earthquakes and other natural disasters, civil disturbances, terrorist acts or acts of war that may result in uninsured or underinsured losses; ● significant expenditures associated with acquisitions and development projects, such as debt service payments, real estate taxes, insurance and maintenance costs which are generally not reduced when circumstances cause a reduction in revenues from a property; ● costs of complying with changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes; and ● the relative illiquidity of real estate investments. In addition, prolonged periods of economic slowdown or recession, rising interest rates, declining demand for self-storage, geopolitical tensions, military conflicts, pandemics or the fear or public perception that any of these events may occur, could result in a general decline in rental revenues, which could impair our ability to satisfy our debt service obligations and to make distributions to our shareholders. Rental revenues are significantly influenced by demand for self-storage space generally, and a decrease in such demand would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio. Because our real estate portfolio consists primarily of self-storage properties, we are subject to risks inherent in investments in a single industry.
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 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.
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.
If we are required to make substantial modifications to comply with the ADA or similar state or local requirements, we may be required to incur significant unanticipated expenditures, which could have an adverse effect on our operating costs and our ability to make distributions to our shareholders. We face system security risks as we depend upon automated processes and the internet, and breaches of, or failures in the performance of, our information technology systems could damage our reputation, cause us to incur substantial additional costs and subject us to litigation. We are increasingly dependent upon automated information technology processes, including artificial intelligence, and internet commerce, and many of our new customers come from the telephone or over the internet.
If we are required to make substantial modifications to comply with the ADA or similar state or local requirements, we may be required to incur significant unanticipated expenditures, which could have an adverse effect on our operating costs and our ability to make distributions to our shareholders. We face system security risks as we depend upon automated processes and the internet, and breaches of, or failures in the performance of, our information technology systems could damage our reputation, cause us to incur substantial additional costs and subject us to litigation. 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.
Our results of operations could be materially impacted by claims and other expenses related to such insurance plans if future occurrences and claims differ from these assumptions and historical trends. Our insurance coverage may not comply with certain loan requirements. Certain of our stores 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.
Our results of operations could be materially impacted by claims and other expenses related to such insurance plans if future occurrences and claims differ from these assumptions and historical trends. Our insurance coverage may not comply with certain loan requirements. Certain of our properties 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.
Failure to comply with such laws and regulations could result in consent orders or regulatory penalties and significant legal liability, including fines, which could damage our reputation and have an adverse effect on our results of operations or financial condition. Terrorist attacks, active shooter incidents and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded. Terrorist attacks at or against our stores, our interests or the United States, may negatively impact our operations and the value of our securities.
Failure to comply with such laws and regulations could result in consent orders or regulatory penalties and significant legal liability, including fines, which could damage our reputation and have an adverse effect on our results of operations or financial condition. Terrorist attacks, active shooter incidents and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded. 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.
If we fail to comply with those laws, ordinances and regulations, we could be subject to significant fines or other governmental sanctions. Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate 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.
If we fail to comply with those laws, ordinances and regulations, we could be subject to significant fines or other governmental sanctions. Under various federal, state and local laws, ordinances and regulations, we, as an owner and operator of real estate, 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 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.” We cannot assure our ability to pay dividends in the future. Historically, we have paid quarterly distributions to our shareholders, and we intend to continue to pay quarterly dividends and to make distributions to our shareholders in amounts such that all or substantially all of our taxable income in each year, subject to certain adjustments, is distributed.
Similar 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.” We cannot assure our ability to pay dividends in the future. Historically, we have paid quarterly distributions to our shareholders, and we intend to continue to pay quarterly dividends and to make distributions to our shareholders in amounts such that all or substantially all of our taxable income in each year, subject to certain adjustments, is distributed.
If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be adversely affected. Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders. Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of our common shares with the opportunity to realize a premium over the then-prevailing market price of those shares, including: ● “business combination moratorium/fair price” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes stringent fair price and super-majority shareholder voting requirements on these combinations; and ● “control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing Trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares” from a party other than the issuer) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two thirds of all the votes entitled to be cast on the matter, excluding all interested shares, and are subject to redemption in certain circumstances. 23 Table of Contents We have opted out of these provisions of Maryland law.
If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be adversely affected. Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders. Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of our common shares with the opportunity to realize a premium over the then-prevailing market price of those shares, including: ● “business combination moratorium/fair price” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes stringent fair price and super-majority shareholder voting requirements on these combinations; and ● “control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing Trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares” from a party other than the issuer) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two thirds of all the votes entitled to be cast on the matter, excluding all interested shares, and are subject to redemption in certain circumstances. We have opted out of these provisions of Maryland law.
As a result, if a liability were asserted against us based upon ownership of an acquired property, we might be required to pay significant sums to settle it, which could adversely affect our financial results and cash flow. In addition, we often do not obtain third-party appraisals of acquired properties and instead rely on internal value determinations. We will incur costs and will face integration challenges when we acquire or develop additional stores. As we acquire or develop additional self-storage properties and bring additional self-storage properties onto our third-party management platform, we will be subject to risks associated with integrating and managing new stores, including customer retention and mortgage default risks.
As a result, if a liability were asserted against us based upon ownership of an acquired property, we might be required to pay significant sums to settle it, which could adversely affect our financial results and cash flow. In addition, we often do not obtain third-party appraisals of acquired properties and instead rely on internal valuation determinations. We will incur costs and will face integration challenges when we acquire or develop additional stores. As we acquire or develop additional self-storage properties and bring additional self-storage properties onto our third-party management platform, we will be subject to risks associated with integrating and managing new stores, including customer retention and mortgage default risks.
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.
Consequently, there is 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.
Adverse economic conditions affecting disposable consumer income, such as employment 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.
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.
If we are unable to obtain external sources of capital, we may not be able to acquire or develop properties when strategic opportunities exist, satisfy our debt obligations, make distributions to shareholders that would permit us to qualify as a REIT or avoid paying tax on our REIT taxable income. 15 Table of Contents If we are unable to promptly re-lease our cubes or if the rates upon such re-letting 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 cubes at our self-storage properties under month-to-month leases and fees earned from managing stores.
If we are unable to obtain external sources of capital, we may not be able to acquire or develop properties when strategic opportunities exist, satisfy our debt obligations, make distributions to shareholders that would permit us to qualify as a REIT or avoid paying tax on our REIT taxable income. 15 Table of Contents If we are unable to promptly re-lease our cubes or if the rates upon such re-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 units at our self-storage properties under month-to-month leases and fees earned from managing stores.
If operating expenses continue to increase without a corresponding increase in revenues, our profitability could diminish and limit our ability to make distributions to our shareholders. 25 Table of Contents The United States Federal Reserve Board and similar international bodies have increased interest rates in recent years to control and decrease the level of inflation.
If operating expenses continue to increase without a corresponding increase in revenues, our profitability could diminish and limit our ability to make distributions to our shareholders. 25 Table of Contents 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.
Additionally, proprietary, confidential, and/or sensitive information of us or our tenants could be leaked, disclosed, or revealed as a result of or in connection with the use of generative artificial intelligence technologies. We currently incorporate artificial intelligence solutions into our business, and applications of artificial intelligence may become more important in our operations over time.
Additionally, proprietary, confidential, and/or sensitive information of ours or our tenants could be leaked, disclosed, or revealed as a result of or in connection with the use of generative artificial intelligence technologies. We currently incorporate artificial intelligence solutions into our business, and applications of artificial intelligence may become more important in our operations over time.
In addition, in connection with the ownership, operation and management of properties, we are potentially liable for property damage or injuries to persons and property. Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional stores. We carry environmental insurance coverage on certain stores in our portfolio.
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. Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional stores. We carry environmental insurance coverage on certain stores in our portfolio.
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.
In light 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.
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.
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 the value of our securities.
We cannot guarantee that sales of our properties would not be prohibited transactions unless we comply with certain statutory safe-harbor provisions. In addition, any net taxable income earned directly by our taxable REIT subsidiaries, or through entities that are disregarded for federal income tax purposes as entities separate from our taxable REIT subsidiaries, will be subject to federal and possibly state corporate income tax.
We cannot guarantee that sales of our properties would not be prohibited transactions unless we comply with certain statutory safe-harbor provisions. 20 Table of Contents In addition, any net taxable income earned directly by our taxable REIT subsidiaries, or through entities that are disregarded for federal income tax purposes as entities separate from our taxable REIT subsidiaries, will be subject to federal and possibly state corporate income tax.
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 and provide other systems and services.
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.
We also carry environmental insurance coverage on certain stores 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 also carry environmental insurance coverage on certain properties 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 cannot assure that the performance of stores acquired by us will increase or be maintained under our management. Our development activities may be more costly or difficult to complete than we anticipate. We intend to continue to develop self-storage properties where market conditions warrant such investment.
We cannot provide assurance that the performance of stores acquired by us will increase or be maintained under our management. Our development activities may be more costly or difficult to complete than we anticipate. We intend to continue to develop self-storage properties where market conditions warrant such investment.
However, our Board may opt to make these provisions applicable to us at any time without shareholder notice or approval. Our Trustees also have the discretion, granted in our bylaws and Maryland law, without shareholder approval to, among other things (1) create a staggered Board, (2) amend our bylaws or repeal individual bylaws in a manner that provides the Board with greater authority, and (3) issue additional equity securities.
However, our Board may opt to make these provisions applicable to us at any time without shareholder notice or approval. 23 Table of Contents Our Trustees also have the discretion, granted in our bylaws and Maryland law, without shareholder approval to, among other things (1) create a staggered Board, (2) amend our bylaws or repeal individual bylaws in a manner that provides the Board with greater authority, and (3) issue additional equity securities.
Any delay in re-leasing cubes as vacancies arise would reduce our revenues and harm our operating results.
Any delay in re-leasing units as vacancies arise would reduce our revenues and harm our operating results.
These factors include: ● increases in market interest rates, relative to the dividend yield on our shares. If market interest rates go up, prospective purchasers of our securities may require a higher yield.
These factors include, but are not limited to: ● increases in market interest rates, relative to the dividend yield on our shares. If market interest rates go up, prospective purchasers of our securities may require a higher yield.
The determination as to whether a particular sale is a prohibited transaction depends on the 20 Table of Contents facts and circumstances related to that sale.
The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale.
Between January 1, 2022 and December 31, 2024, the closing price per share of our common shares has ranged from a high of $54.82 (on January 3, 2022) to a low of $33.28 (on October 25, 2023).
Between January 1, 2023 and December 31, 2025, the closing price per share of our common shares has ranged from a high of $54.55 (on September 16, 2024) to a low of $33.28 (on October 25, 2023).
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, however, we cannot provide assurance that any of them will remain in our employment.
Our Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Chief Human Resources Officer are parties to the Company’s executive severance plan; however, we cannot provide assurance that any of them will remain in our employment.
Such liability may be imposed whether or not the owner or operator knew of, or was responsible for, the presence of these hazardous or toxic substances.
Such liability may be imposed whether or not we knew of, or were responsible for, the presence of these hazardous or toxic substances.
Our stores in New York, Florida, California and Texas accounted for approximately 18%, 14%, 11% and 9%, respectively, of our total 2024 revenues. As a result of this geographic concentration of our stores, we are particularly susceptible to adverse market conditions in these areas.
Our stores in New York, Florida, Texas and California provided approximately 17%, 14%, 11% and 10%, respectively, of total 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.
Removed
The customer service, marketing skills and knowledge of local market demand and competitive dynamics of our store managers are contributing factors to our ability to maximize our income and to achieve the highest sustainable rent levels at each of our stores. Competitive pressures and the impact of inflation may require that we enhance our pay and benefits package to compete effectively for such personnel.
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
17 edited+1 added−1 removed17 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
17 edited+1 added−1 removed17 unchanged
2024 filing
2025 filing
Biggest changeThe following table sets forth summary information regarding our stores by state as of December 31, 2024. Total % of Total Number of Number of Rentable Rentable Ending State Stores Units Square Feet Square Feet Occupancy Florida 90 65,111 6,792,732 14.8 % 91.1 % Texas 90 56,555 6,684,450 14.6 % 88.0 % New York 60 85,917 4,813,803 10.5 % 89.4 % California 63 45,366 4,785,454 10.4 % 88.6 % Arizona 48 27,864 3,096,841 6.8 % 87.3 % Illinois 42 25,540 2,710,231 5.9 % 91.8 % New Jersey 30 22,628 2,160,765 4.7 % 86.9 % Nevada 22 14,606 1,706,904 3.7 % 90.4 % Maryland 20 17,315 1,686,207 3.7 % 87.2 % Georgia 22 14,074 1,662,605 3.6 % 86.8 % Connecticut 24 11,926 1,341,702 2.9 % 87.8 % Ohio 20 11,139 1,294,528 2.8 % 87.7 % Massachusetts 20 13,122 1,256,140 2.8 % 87.1 % Virginia 11 11,065 1,060,160 2.3 % 88.9 % Pennsylvania 13 9,599 950,718 2.1 % 88.3 % Tennessee 9 5,725 756,220 1.7 % 88.3 % Colorado 10 5,537 654,192 1.4 % 88.7 % North Carolina 9 5,369 611,773 1.3 % 90.6 % South Carolina 8 3,884 432,324 1.0 % 84.4 % Washington D.C. 5 5,322 410,676 0.9 % 88.6 % Rhode Island 4 2,040 247,305 0.5 % 89.4 % Utah 4 2,497 235,763 0.5 % 78.1 % New Mexico 3 1,698 182,261 0.4 % 84.7 % Minnesota 2 1,823 175,816 0.4 % 89.8 % Indiana 1 586 70,386 0.2 % 90.0 % Oregon 1 564 59,863 0.1 % 79.6 % Total/Weighted average 631 466,872 45,839,819 100.0 % 88.8 % We have grown by adding stores to our portfolio through acquisitions and development.
Biggest changeThe following table sets forth summary information regarding our stores by state as of December 31, 2025. Total % of Total Number of Number of Rentable Rentable Ending State Stores Units Square Feet Square Feet Occupancy Texas 98 63,324 7,424,649 15.3 % 88.7 % Florida 95 68,736 7,171,875 14.8 % 88.0 % New York 61 86,603 4,878,237 10.1 % 88.5 % California 63 45,190 4,786,592 9.9 % 88.2 % Arizona 51 29,332 3,319,447 6.9 % 86.8 % Illinois 47 29,514 3,167,028 6.5 % 90.7 % New Jersey 30 22,575 2,161,598 4.5 % 89.3 % Maryland 22 19,014 1,860,407 3.8 % 86.3 % Georgia 24 15,454 1,806,693 3.7 % 85.5 % Nevada 22 14,544 1,714,978 3.5 % 91.0 % Connecticut 27 13,770 1,551,182 3.2 % 85.7 % Ohio 20 11,081 1,294,628 2.7 % 87.5 % Massachusetts 20 13,066 1,252,530 2.6 % 87.8 % Virginia 11 11,026 1,060,247 2.2 % 88.8 % Pennsylvania 14 10,257 1,032,539 2.1 % 87.7 % Tennessee 9 5,699 755,798 1.6 % 85.6 % Colorado 10 5,493 654,122 1.4 % 89.3 % North Carolina 9 5,344 612,023 1.3 % 88.0 % South Carolina 8 3,872 432,324 0.9 % 85.9 % Washington D.C. 5 5,293 410,676 0.9 % 85.0 % Rhode Island 4 2,023 247,305 0.5 % 89.6 % Minnesota 3 2,450 246,115 0.5 % 91.6 % Utah 4 2,514 236,063 0.5 % 86.4 % New Mexico 3 1,686 182,261 0.4 % 82.3 % Indiana 1 584 70,486 0.1 % 91.3 % Oregon 1 560 59,863 0.1 % 90.7 % Total/Weighted average 662 489,004 48,389,666 100.0 % 88.1 % We have grown by adding stores to our portfolio through acquisitions and development.
The broad range of topics encompassed in these briefings includes: ● The current cybersecurity landscape and emerging threats; ● Our cybersecurity posture and the effectiveness of our risk management strategies; ● The status of ongoing cybersecurity initiatives and strategies; and ● Our compliance with regulatory requirements and industry standards. Our established system of internal controls also provides for the Audit Committee to receive prompt information regarding any cybersecurity incident that meets established reporting thresholds, as well as for updates regarding any such incident until it has been fully remediated.
The broad range of topics encompassed in these briefings includes: ● The current cybersecurity landscape and emerging threats; ● Our cybersecurity posture and the effectiveness of our risk management strategies; ● The status of ongoing cybersecurity initiatives and strategies; and ● Our compliance with regulatory requirements and industry standards. Our established system of internal controls also provides for the Audit Committee to receive prompt information regarding any cybersecurity incident that meets established internal reporting thresholds, as well as updates regarding any such incident until it has been fully remediated.
Under her direction, these risk mitigation efforts are designed, tested, and implemented by our Senior Director, Information Security. Collectively, the Cybersecurity Leadership Team has over 50 years of experience in the field of Information Technology, holding relevant academic degrees and industry certifications, including the Certified Cloud Security Professional and Certified Information Systems Security Professional designations.
Under her direction, these risk mitigation efforts are designed, tested, and implemented by our Director, Cybersecurity. Collectively, the Cybersecurity Leadership Team has over 50 years of experience in the field of Information Technology, holding relevant academic degrees and industry certifications, including the Certified Cloud Security Professional and Certified Information Systems Security Professional designations.
These engagements enable us to access specialized knowledge and insights, ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices. Our engagements with these third parties include regular audits, threat assessments and consultation on security enhancements.
These engagements enable us to access specialized knowledge and insights, ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices. Our engagements with these third parties include regular audits, threat assessments and consultations on security enhancements.
Under the direction of our Senior Vice President, Information Technology and our Senior Director, Information Security (together, the “Cybersecurity Leadership Team”) our Information Technology department regularly monitors cybersecurity threats and leads the prevention, detection, mitigation and remediation of cybersecurity incidents, with regular reporting to senior management and to the Board on these topics. The Critical Security Controls, a prescriptive, prioritized, and standardized set of globally recognized best practices, guide our information security strategy.
Under the direction of our Executive Vice President of Technology, Data Science & Marketing and our Director, Cybersecurity (together, the “Cybersecurity Leadership Team”) our information technology department regularly monitors cybersecurity threats and leads the prevention, detection, mitigation and remediation of cybersecurity incidents, with regular reporting to senior management and to the Board on these topics. The Critical Security Controls, a prescriptive, prioritized, and standardized set of globally recognized best practices, guide our information security strategy.
The results of such tests, assessments, reviews and trainings are evaluated by senior management and our cybersecurity policies, processes and practices are refined as necessary based on the information provided. We routinely conduct thorough security assessments of our third-party service providers that have access to our electronic information (including data centers operated by third parties and cloud computing platforms) and we maintain policies and procedures to oversee and identify cybersecurity risks associated with our use of third-party service providers .
The results of such tests, assessments, reviews and trainings are evaluated by senior management and our cybersecurity policies, processes and practices are refined as necessary based on the information provided. We routinely conduct risk-based security assessments and assurance activities related to our third-party service providers that have access to our electronic information (including data centers operated by third parties and cloud computing platforms) and we maintain policies and procedures to oversee and identify cybersecurity risks associated with our use of third-party service providers.
This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing us.
This ensures the highest levels of management are kept abreast of our cybersecurity posture and the potential risks facing us.
Rental revenue includes the impact of promotional discounts, which reduce rental income over the promotional period, of $22.7 million, $19.4 million and $19.2 million for the periods ended December 31, 2024, 2023 and 2022, respectively. Unconsolidated Real Estate Ventures As of December 31, 2024, we held ownership interests ranging from 10% to 50% in seven unconsolidated real estate ventures for an aggregate investment carrying value of $92.0 million.
Rental revenue includes the impact of promotional discounts, which reduce rental income over the promotional period, of $24.2 million, $22.7 million and $19.4 million for the periods ended December 31, 2025, 2024 and 2023, respectively. Unconsolidated Real Estate Ventures As of December 31, 2025, we held ownership interests ranging from 10% to 50% in five unconsolidated real estate ventures for an aggregate investment carrying value of $74.0 million.
We are not aware of any cybersecurity threats or cybersecurity incidents that have materially affected or are reasonably likely to materially affect us or our business strategy, results of operations or financial condition. Management Oversight Primary responsibility for the oversight of the assessment, identification and management of our cybersecurity risks rests with our Senior Vice President, Information Technology.
We are not aware of any cybersecurity threats or cybersecurity incidents that have materially affected or are reasonably likely to materially affect us or our business strategy, results of operations or financial condition. Management Oversight Primary responsibility for the oversight of the assessment, identification and management of our cybersecurity risks rests with our Executive Vice President of Technology, Data Science & Marketing .
The self-storage properties owned by these real estate ventures are managed by us and are located in Arizona (2), California (2), Connecticut (6), Florida (6), Georgia (2), Illinois (5), Maryland (2), Massachusetts (6), Minnesota (1), New Jersey (3), New York (1), North Carolina (1), Pennsylvania (1), Rhode Island (2), Texas (35) and Vermont (2). Each of the real estate ventures has assets and liabilities that we do not consolidate in our financial statements. We account for our investments in real estate ventures using the equity method of accounting when it is determined that we have the ability to exercise significant influence over the venture.
The self-storage properties owned by these real estate ventures are managed by us and are located in California (2), Connecticut (3), Florida (2), Massachusetts (6), New Jersey (3), New York (1), North Carolina (1), Rhode Island (2), Texas (27) and Vermont (2). We do not consolidate the assets and liabilities of each of the real estate ventures in our financial statements. We account for our investments in real estate ventures using the equity method of accounting when it is determined that we have the ability to exercise significant influence over the venture.
This plan includes immediate actions to mitigate the impact of the incident, reporting such events to senior management, and developing strategies for remediation and prevention of future incidents. 28 Table of Contents The Cybersecurity Leadership Team maintains an ongoing dialogue with senior management regarding emerging or potential cybersecurity risks.
This plan includes 28 Table of Contents immediate actions to mitigate the impact of the incident, reporting such events to senior management, and developing strategies for remediation and prevention of future incidents. Emerging or potential cybersecurity risks are communicated to senior management by the Cybersecurity Leadership Team.
PROPERTIES As of December 31, 2024, we owned (or partially owned and consolidated) 631 self-storage properties that contained an aggregate of approximately 45.8 million rentable square feet and are located in 25 states and the District of Columbia.
PROPERTIES As of December 31, 2025, we owned (or partially owned and consolidated) 662 self-storage properties that contained an aggregate of approximately 48.4 million rentable square feet and are located in 25 states and the District of Columbia.
In 2025, we anticipate spending approximately $12.5 million to $17.5 million associated with these capital expenditures. In 2025, we also anticipate spending approximately $14.0 million to $19.0 million on recurring capital expenditures and approximately $22.0 million to $27.0 million on the development of new self-storage properties. 31 Table of Contents ITEM 3.
In 2026, we anticipate spending approximately $20.0 million to $25.0 million associated with these capital expenditures. In 2026, we also anticipate spending approximately $27.5 million to $32.5 million on recurring capital expenditures and approximately $0.5 million to $2.0 million on the development of new self-storage properties. 31 Table of Contents ITEM 3.
The involvement of senior management in our cybersecurity strategy ensures that cybersecurity considerations are collaborative and integrated into our broader strategic objectives. The Cybersecurity Leadership Team regularly informs the cyber task force of all aspects related to cybersecurity risks and incidents.
The involvement of senior management in our cybersecurity strategy ensures that cybersecurity considerations are collaborative and integrated into our broader strategic objectives. The Cybersecurity Leadership Team provides regular updates to the cyber task force regarding relevant cybersecurity risks and incidents, in accordance with established internal reporting and escalation processes.
The tables set forth below show the ending occupancy, annual rent per occupied square foot and total revenues related to our stores owned as of December 31, 2024, and for each of the previous three years, grouped by the year during which we first owned or operated the store. Stores by Year Acquired/Developed– Ending Occupancy Rentable Ending Occupancy Year Acquired/Developed (1) # of Stores Square Feet 2024 2023 2022 2021 and earlier 605 43,562,385 89.2 % 90.0 % 90.7 % 2022 5 523,309 87.1 % 77.3 % 55.5 % 2023 1 74,465 89.3 % 87.6 % — 2024 20 1,679,660 78.8 % — — All stores owned as of December 31, 2024 631 45,839,819 88.8 % 89.8 % 90.3 % 30 Table of Contents Stores by Year Acquired/Developed - Annual Rent Per Occupied Square Foot (2) Annual Rent per Square Foot Year Acquired/Developed (1) # of Stores 2024 2023 2022 2021 and earlier 605 $ 23.64 $ 23.43 $ 22.36 2022 5 21.61 22.43 19.71 2023 1 26.41 28.01 — 2024 20 16.33 — — All stores owned as of December 31, 2024 631 $ 23.46 $ 23.54 $ 22.45 Stores by Year Acquired/Developed - Total Revenues (dollars in thousands) Total Revenues Year Acquired/Developed (1) # of Stores 2024 2023 2022 2021 and earlier 605 $ 985,719 $ 987,507 $ 953,258 2022 5 10,386 8,668 4,436 2023 1 1,873 114 — 2024 20 3,741 — — All stores owned as of December 31, 2024 631 $ 1,001,719 $ 996,289 $ 957,694 (1) Represents the year acquired/developed for those stores we acquired from a third party or the year placed in service for those stores we developed.
The tables set forth below show the ending occupancy, annual rent per occupied square foot and total revenues related to our stores owned as of December 31, 2025, and for each of the previous three years, grouped by the year during which we first owned or operated the store. Stores by Year Acquired/Developed– Ending Occupancy Number of Rentable Ending Occupancy Year Acquired/Developed (1) Stores Square Feet 2025 2024 2023 2022 and earlier 610 44,123,529 88.4 % 89.1 % 89.8 % 2023 1 74,465 92.9 % 89.3 % 87.6 % 2024 20 1,667,065 84.3 % 78.8 % — 2025 31 2,524,607 85.4 % — — All stores owned as of December 31, 2025 662 48,389,666 88.1 % 88.8 % 89.8 % 30 Table of Contents Stores by Year Acquired/Developed - Annual Rent Per Occupied Square Foot (2) Number of Annual Rent per Square Foot Year Acquired/Developed (1) Stores 2025 2024 2023 2022 and earlier 610 $ 23.62 $ 23.64 $ 23.43 2023 1 25.59 26.41 28.01 2024 20 15.17 16.33 — 2025 31 20.28 — — All stores owned as of December 31, 2025 662 $ 23.29 $ 23.46 $ 23.54 Stores by Year Acquired/Developed - Total Revenues (dollars in thousands) Number of Total Revenues Year Acquired/Developed (1) Stores 2025 2024 2023 2022 and earlier 610 $ 994,641 $ 996,105 $ 996,175 2023 1 1,871 1,873 114 2024 20 22,030 3,741 — 2025 31 38,617 — — All stores owned as of December 31, 2025 662 $ 1,057,159 $ 1,001,719 $ 996,289 (1) Represents the year acquired/developed for those stores we acquired from a third party or the year placed in service for those stores we developed.
We hold interests in these real estate ventures with unaffiliated third parties to own, operate, and acquire self-storage properties in select markets.
We hold interests in these real estate ventures with unaffiliated third parties to own, operate, and acquire self-storage properties in select markets. As of December 31, 2025, these real estate ventures owned a total of 49 self-storage properties that contained an aggregate of approximately 3.3 million rentable square feet.
Our policies and procedures also include technical controls and processes, as well as contractual mechanisms to mitigate risk. Assessments are performed biannually by the Cybersecurity Leadership Team and on a regular basis by their staff. Since January 1, 2022, we have not experienced any cybersecurity incidents that have resulted in material financial loss .
These activities include a combination of direct review, reliance on independent third-party assessments, and periodic oversight by the Cybersecurity Leadership Team, with support from their staff. Since January 1, 2023, we have not experienced any cybersecurity incidents that have resulted in material financial loss .
Removed
As of December 31, 2024, one of these unconsolidated joint ventures did not own any self-storage properties, while the other six unconsolidated real estate ventures owned a total of 77 self-storage properties that contained an aggregate of approximately 5.6 million net rentable square feet.
Added
Our policies and procedures also include technical controls and processes, as well as contractual mechanisms to mitigate risk.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
4 edited+1 added−2 removed7 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
4 edited+1 added−2 removed7 unchanged
2024 filing
2025 filing
Biggest changeUnless terminated earlier by resolution of the Board, the program will expire when the number of authorized shares has been repurchased.
Biggest changeUnless terminated earlier by resolution of the Board, the program will expire when the number of authorized shares has been repurchased. Unregistered Sales of Equity Securities None. Market Information for and Holders of Record of Common Shares As of December 31, 2025, there were 191 registered record holders of the Parent Company’s common shares and 17 holders (other than the Parent Company) of the Operating Partnership’s OP Units.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Repurchase of Parent Company Common Shares The following table provides information about repurchases of the Parent Company’s common shares during the three months ended December 31, 2024: Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs October 1 - October 31 316 $ 53.03 N/A 3,000,000 November 1 - November 30 — $ — N/A 3,000,000 December 1 - December 31 — $ — N/A 3,000,000 Total 316 $ 53.03 N/A 3,000,000 (1) Represents common shares withheld by the Parent Company upon the vesting of restricted shares to cover employee tax obligations. On June 26, 2007, the Board of Trustees of the Parent Company (the “Board”) approved a share repurchase program for up to 3.0 million of the Parent Company’s outstanding common shares.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Repurchase of Parent Company Common Shares The following table provides information about repurchases of the Parent Company’s common shares during the three months ended December 31, 2025: Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2) October 1 - October 31 338 (1) $ 40.48 — 3,000,000 November 1 - November 30 — $ — — 3,000,000 December 1 - December 31 890,016 $ 35.84 890,016 2,109,984 Total 890,354 $ 35.84 890,016 2,109,984 (1) Represents common shares withheld by the Parent Company upon the vesting of restricted shares to cover employee tax obligations. (2) On June 26, 2007, the Board of Trustees of the Parent Company (the “Board”) approved a share repurchase program for up to 3.0 million of the Parent Company’s outstanding common shares.
The characterization of the Parent Company’s distributions for 2024 consisted of a 95.2443% ordinary income distribution and a 4.7557% non-dividend distribution. We intend to continue to declare quarterly distributions.
The characterization of the Parent Company’s distributions for 2025 consisted of an 88.2742% ordinary income distribution and an 11.7258% non-dividend distribution. We intend to continue to declare quarterly distributions.
The following chart and table compare the cumulative total shareholder return for our common shares with the cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the Russell 2000 Index and (iii) the FTSE NAREIT All Equity REIT Index as provided by NAREIT for the period beginning December 31, 2019 and ending December 31, 2024. 33 Table of Contents For the period ended December 31, Index 2019 2020 2021 2022 2023 2024 CubeSmart 100.00 111.67 194.96 143.66 173.12 165.28 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 Russell 2000 Index 100.00 119.96 137.74 109.59 128.14 142.93 FTSE NAREIT All Equity REIT Index 100.00 94.88 134.06 100.62 112.04 117.56 ITEM 6. [Reserved]
The following chart and table compare the cumulative total shareholder return for our common shares with the cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the Russell 2000 Index and (iii) the FTSE NAREIT All Equity REIT Index as provided by NAREIT for the period beginning December 31, 2020 and ending December 31, 2025. 33 Table of Contents For the period ended December 31, Index 2020 2021 2022 2023 2024 2025 CubeSmart 100.00 174.59 128.65 155.02 148.00 130.85 S&P 500 Index 100.00 128.71 105.40 133.10 166.40 196.16 Russell 2000 Index 100.00 114.82 91.35 106.82 119.14 134.40 FTSE NAREIT All Equity REIT Index 100.00 141.30 106.05 118.09 123.90 126.71 ITEM 6. [Reserved]
Removed
The Parent Company has made no repurchases under this program to date. Unregistered Sales of Equity Securities During the three months ended December 31, 2024, the Parent Company issued 37,500 common shares upon redemption of an equal number of OP Units in the Operating Partnership held by a limited partner.
Added
Additionally, on February 24, 2026, the Board authorized additional share repurchases of up to 10.0 million of the Parent Company’s outstanding common shares. This share repurchase authorization is in addition to, and does not supersede, the existing share repurchase authorization made in 2007.
Removed
The issuance of such common shares was effected in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Market Information for and Holders of Record of Common Shares As of December 31, 2024, there were 174 registered record holders of the Parent Company’s common shares and 19 holders (other than the Parent Company) of the Operating Partnership’s OP Units.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
58 edited+10 added−12 removed42 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
58 edited+10 added−12 removed42 unchanged
2024 filing
2025 filing
Biggest changeGiven this proximity, the developed store has been combined with the adjacent existing store in our store count upon opening, as well as for operational and reporting purposes. (2) For the quarter ended December 31, 2024, includes 14 stores owned by consolidated joint ventures in which we acquired an 85% ownership interest. (3) For the quarter ended December 31, 2023, relates to one store that was subject to an involuntary conversion by the Department of Transportation of the State of Illinois. 37 Table of Contents Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 (dollars and square feet in thousands) Non Same-Store Other/ Same-Store Property Portfolio Property Portfolio Eliminations Total Portfolio % % 2024 2023 Change Change 2024 2023 2024 2023 2024 2023 Change Change REVENUES: Rental income $ 886,464 $ 894,926 $ (8,462) (0.9) % $ 24,697 $ 17,073 $ — $ — $ 911,161 $ 911,999 $ (838) (0.1) % Other property related income 42,614 38,988 3,626 9.3 % 2,082 1,254 68,950 61,551 113,646 101,793 11,853 11.6 % Property management fee income — — — 0.0 % — — 41,424 36,542 41,424 36,542 4,882 13.4 % Total revenues 929,078 933,914 (4,836) (0.5) % 26,779 18,327 110,374 98,093 1,066,231 1,050,334 15,897 1.5 % OPERATING EXPENSES: Property operating expenses 262,082 250,030 12,052 4.8 % 9,514 6,778 46,154 37,972 317,750 294,780 22,970 7.8 % NET OPERATING INCOME: 666,996 683,884 (16,888) (2.5) % 17,265 11,549 64,220 60,121 748,481 755,554 (7,073) (0.9) % Store count 598 598 33 13 631 611 Total square footage 43,029 43,029 2,811 1,103 45,840 44,132 Period end occupancy 89.3 % 90.3 % 79.8 % 73.3 % 88.8 % 89.8 % Period average occupancy 90.6 % 91.7 % Realized annual rent per occupied sq. ft.
Biggest changeAs of December 31, 2025, 2024 and 2023, we owned (or partially owned and consolidated) 662, 631 and 611 self-storage properties and related assets, respectively. The following table summarizes the change in number of owned stores from January 1, 2023 through December 31, 2025: 2025 2024 2023 Balance - January 1 631 611 611 Stores acquired 28 2 — Balance - March 31 659 613 611 Stores developed — 2 — Balance - June 30 659 615 611 Stores developed 1 — — Balance - September 30 660 615 611 Stores acquired (1) 2 16 1 Stores sold (2) — — (1) Balance - December 31 662 631 611 (1) For the quarter ended December 31, 2024, includes 14 stores owned by consolidated joint ventures in which we acquired an 85% ownership interest. (2) For the quarter ended December 31, 2023, relates to one store that was subject to an involuntary conversion by the Department of Transportation of the State of Illinois. 37 Table of Contents Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024 (dollars and square feet in thousands) Non Same-Store Other/ Same-Store Property Portfolio Property Portfolio Eliminations Total Portfolio % % 2025 2024 Change Change 2025 2024 2025 2024 2025 2024 Change Change REVENUES: Rental income $ 892,805 $ 899,279 $ (6,474) (0.7) % $ 63,842 $ 11,882 $ — $ — $ 956,647 $ 911,161 $ 45,486 5.0 % Other property related income 45,243 43,178 2,065 4.8 % 3,576 1,519 77,400 68,949 126,219 113,646 12,573 11.1 % Property management fee income — — — 0.0 % — — 40,244 41,424 40,244 41,424 (1,180) (2.8) % Total revenues 938,048 942,457 (4,409) (0.5) % 67,418 13,401 117,644 110,373 1,123,110 1,066,231 56,879 5.3 % OPERATING EXPENSES: Property operating expenses 271,201 267,967 3,234 1.2 % 25,300 4,384 54,904 45,399 351,405 317,750 33,655 10.6 % NET OPERATING INCOME: 666,847 674,490 (7,643) (1.1) % 42,118 9,017 62,740 64,974 771,705 748,481 23,224 3.1 % Store count 606 606 56 25 662 631 Total rentable square feet 43,788 43,788 4,602 2,052 48,390 45,840 Period end occupancy 88.6 % 89.3 % 84.0 % 77.8 % 88.1 % 88.8 % Period average occupancy 89.7 % 90.4 % Realized annual rent per occupied sq. ft.
A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability. We continue our focus on maximizing internal growth opportunities and selectively pursuing targeted acquisitions and developments of self-storage properties. 34 Table of Contents We have one operating segment: we own, operate, develop, manage and acquire self-storage properties. Our self-storage properties are located in major metropolitan and suburban areas and have numerous customers per store.
A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability. We continue our focus on maximizing internal growth opportunities and selectively pursuing targeted acquisitions and developments of self-storage properties. We have one operating segment: we own, operate, develop, manage and acquire self-storage properties. 34 Table of Contents Our self-storage properties are located in major metropolitan and suburban areas and have numerous customers per store.
The carrying value of these long-lived assets is compared to the 35 Table of Contents undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the store’s basis is recoverable.
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 35 Table of Contents 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 net carrying value over the related fair value of the asset.
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.
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. We typically experience seasonal fluctuations in the occupancy levels of our stores, which are generally slightly higher during the summer months due to increased moving activity. 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 recessionary pressures.
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. We typically experience seasonal fluctuations in the occupancy levels of our stores, which are generally slightly higher during the summer months due to increased moving activity. 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 economic pressures.
There were no impairment losses recognized in accordance with these procedures during the years ended December 31, 2024, 2023 and 2022. The Company considers long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell an asset (or group of assets), (b) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets, (c) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, (d) the sale of the asset is probable and transfer of the asset is expected to be completed within one year, (e) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. 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.
There were no impairment losses recognized in accordance with these procedures during the years ended December 31, 2025, 2024 and 2023. The Company considers long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell an asset (or group of assets), (b) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets, (c) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, (d) the sale of the asset is probable and transfer of the asset is expected to be completed within one year, (e) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. 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.
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. Self-Storage Properties The Company records self-storage properties at cost less accumulated depreciation.
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. Self-Storage Properties The Company records self-storage properties at cost less accumulated depreciation.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the 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.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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.
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 from operations is dependent on the rents that we are able to charge and collect from our customers.
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.
However, prolonged economic downturns will adversely affect our cash flows from operations. In order to qualify as a REIT for federal income tax purposes, the Parent Company is required to distribute at least 90% of its REIT taxable income, excluding capital gains, to its shareholders on an annual basis and must pay federal income tax on undistributed income to the extent it distributes less than 100% of its REIT taxable income.
However, prolonged economic pressures will adversely affect our cash flows from operations. In order to qualify as a REIT for federal income tax purposes, the Parent Company is required to distribute at least 90% of its REIT taxable income, excluding capital gains, to its shareholders on an annual basis and must pay federal income tax on undistributed income to the extent it distributes less than 100% of its REIT taxable income.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023 for a comparison of the year ended December 31, 2023 to the year ended December 31, 2022. Non-GAAP Financial Measures NOI We define net operating income, which we refer to as “NOI”, as total continuing revenues less continuing property operating expenses.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024 for a comparison of the year ended December 31, 2024 to the year ended December 31, 2023. Non-GAAP Financial Measures NOI We define net operating income, which we refer to as “NOI”, as total continuing revenues less continuing property operating expenses.
As of December 31, 2024, 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.
As of December 31, 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.
There were no impairment losses related to the Company’s investments in unconsolidated real estate ventures recognized during the years ended December 31, 2024, 2023 and 2022. 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.
There were no impairment losses related to the Company’s investments in unconsolidated real estate ventures recognized during the years ended December 31, 2025, 2024 and 2023. 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.
We will have to satisfy the portion of our needs not covered by cash flow from operations through additional borrowings, including borrowings under our Revolver, sales of common or preferred shares of the Parent Company and common or preferred units of the Operating Partnership and/or cash generated through store dispositions and joint venture transactions. We believe that, as a publicly traded REIT, we will have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity.
We will have to satisfy the portion of our needs not covered by 41 Table of Contents cash flow from operations through additional borrowings, including borrowings under our Revolver, sales of common or preferred shares of the Parent Company and common or preferred units of the Operating Partnership and/or cash generated through store dispositions and joint venture transactions. We believe that, as a publicly traded REIT, we will have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity.
The nature of our business, coupled with the requirement that we distribute a substantial portion of our income on an annual basis, will cause us to have substantial liquidity needs over both the short and long term. Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our stores, repayment of certain indebtedness, interest expense and scheduled principal payments on debt, expected distributions to limited partners and shareholders, capital expenditures and the acquisition and development of new stores.
The nature of our business, coupled with the requirement that we distribute a substantial portion of our income on an annual basis, will cause us to have substantial liquidity needs over both the short and long term. Our short-term liquidity needs consist primarily of funds necessary to: pay operating expenses associated with our stores; repay certain indebtedness; pay interest expense and scheduled principal payments on debt; fund expected distributions to limited partners and shareholders; and fund capital expenditures and the acquisition and development of new stores.
There were no stores classified as held for sale as of December 31, 2024. Investments in Unconsolidated Real Estate Ventures 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.
There were no stores classified as held for sale as of December 31, 2025. Investments in Unconsolidated Real Estate Ventures 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.
Repair and maintenance costs are expensed as incurred. When stores are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated relative fair values. Allocations to land, building and improvements and equipment are recorded based upon their respective relative fair values as estimated by management.
Repair and maintenance costs are expensed as incurred. When stores are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated relative fair values. Allocations to land, buildings and improvements, and equipment are recorded based upon their respective relative fair values as estimated by management.
We believe that FFO is useful to management and investors as a starting point in measuring our operational performance because FFO excludes various items included in net income that do not relate to or are not 39 Table of Contents indicative of our operating performance such as gains (or losses) from sales of real estate, gains from remeasurement of investments in real estate ventures, impairments of depreciable assets and depreciation, which can make periodic and peer analyses of operating performance more difficult.
We believe that FFO is useful to management and investors as a starting point in measuring our operational performance because FFO excludes various items included in net income that do not relate to or are not indicative of our operating performance such as gains (or losses) from sales of real estate, gains from remeasurement of investments in real estate ventures, impairments of depreciable assets and depreciation, which can make periodic and peer analyses of operating performance more difficult.
Depreciation on the buildings, improvements and 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.
Depreciation on buildings 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.
The non same-store property portfolio results include 2023 and 2024 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.
The non same-store property portfolio results include 2024 and 2025 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.
Therefore, our operating results depend materially on our ability to retain our existing customers and lease our available self-storage cubes 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.
Therefore, our operating results depend materially on our ability to retain our existing customers and lease our available self-storage units 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 currently scheduled principal payments on debt, including the repayment of unsecured senior notes, are approximately $301.2 million in 2025. Our most restrictive financial covenants limit the amount of additional leverage we can add; however, we believe cash flows from operations, access to equity financing, including through our at-the-market equity program and available borrowings under our Revolver (defined below), provide adequate sources of liquidity to enable us to execute our current business plan and remain in compliance with our covenants. Our liquidity needs beyond 2025 consist primarily of contractual obligations which include repayments of indebtedness at maturity, as well as potential discretionary expenditures such as (i) non-recurring capital expenditures; (ii) redevelopment of operating stores; (iii) acquisitions of additional stores; and (iv) development of new stores.
Our currently scheduled principal payments on debt, including the repayment of unsecured senior notes, are approximately $341.0 million in 2026. Our most restrictive financial covenants limit the amount of additional leverage we can add; however, we believe cash flows from operations, access to equity financing, including through our at-the-market equity program and available borrowings under our Revolver (defined below), provide adequate sources of liquidity to enable us to execute our current business plan and remain in compliance with our covenants. Our liquidity needs beyond 2026 consist primarily of contractual obligations which include repayments of indebtedness at maturity, as well as potential discretionary expenditures such as (i) non-recurring capital expenditures; (ii) redevelopment of operating stores; (iii) acquisitions of additional stores; and (iv) development of new stores.
As of and for the year ended December 31, 2024, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes. Revolving Credit Facility 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.
As of and for the year ended December 31, 2025, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes. 42 Table of Contents Revolving Credit Facility 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.
Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies. FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance.
Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies. 39 Table of Contents FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance.
As of December 31, 2024, we managed stores for third parties in the following 40 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, 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.
As of December 31, 2025, we managed stores for third parties in the following 39 states: Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, 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.
The combined weighted average effective interest rate of the 2025 notes is 3.994%. 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 combined weighted average effective interest rate of the 2025 Notes, prior to redemption of such notes, was 3.994%. 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.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023 for a comparison of the year ended December 31, 2023 to the year ended December 31, 2022. 41 Table of Contents Liquidity and Capital Resources Liquidity Overview Our cash flow from operations has historically been one of our primary sources of liquidity used to fund debt service, distributions and capital expenditures.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024 for a comparison of the year ended December 31, 2024 to the year ended December 31, 2023. Liquidity and Capital Resources Liquidity Overview Our cash flow from operations has historically been one of our primary sources of liquidity used to fund debt service, distributions and capital expenditures.
The available balance under the Revolver is reduced by an outstanding letter of credit of $0.6 million. Under the Second 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.
The available balance under the Revolver is reduced by outstanding letters of credit totaling $0.7 million. Under the Second 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.
Our stores in New York, Florida, California and Texas provided approximately 18%, 14%, 11% and 9%, respectively, of total revenues for the year ended December 31, 2024. Summary of Critical Accounting Policies and Estimates Set forth below is a summary of the accounting policies and estimates that management believes are critical to the preparation of the consolidated financial statements included in this Report.
Our stores in New York, Florida, Texas and California provided approximately 17%, 14%, 11% and 10%, respectively, of total revenues for the year ended December 31, 2025. Summary of Critical Accounting Policies and Estimates Set forth below is a summary of the accounting policies and estimates that management believes are critical to the preparation of the consolidated financial statements included in this Report.
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, the Revolver had an effective interest rate of 5.52%.
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, 2025, the Revolver had an effective interest rate of 4.90%.
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 December 31, 2024, we owned 598 same-store properties and 33 non same-store properties.
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 December 31, 2025, we owned 606 same-store properties and 56 non same-store properties.
Our ability to access the equity capital markets will be dependent on a number of factors, including general market conditions for REITs and market perceptions about us. As of December 31, 2024, we had approximately $71.6 million in available cash and cash equivalents.
Our ability to access the equity capital markets will be dependent on a number of factors, including general market conditions for REITs and market perceptions about us. As of December 31, 2025, we had approximately $5.8 million in available cash and cash equivalents.
As of December 31, 2024 and 2023, 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 $31.0 million and $31.8 million, respectively.
As of December 31, 2025 and 2024, 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 $30.1 million and $31.0 million, respectively.
The Parent Company has elected to be taxed as a REIT for U.S. federal income tax purposes. As of December 31, 2024 and 2023, we owned (or partially owned and consolidated) 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.
The Parent Company has elected to be taxed as a REIT for U.S. federal income tax purposes. As of December 31, 2025 and 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, respectively.
No single customer represents a significant concentration of our 2024 revenues.
No single customer represents a significant concentration of our 2025 revenues.
We believe that the properties in which we invest, self-storage properties, are less sensitive than other real estate product types to near-term economic downturns.
We believe that the properties in which we invest, self-storage properties, are less sensitive than other real estate product types to changes in economic conditions.
Our sales activity under the program for the years ended December 31, 2024, 2023 and 2022 is summarized below: For the year ended December 31, 2024 2023 2022 (dollars and shares in thousands, except per share amounts) Number of shares sold 2,336 — 102 Average sales price per share $ 51.25 $ — $ 50.64 Net proceeds after deducting offering costs $ 118,269 $ — $ 4,936 We used proceeds from sales of common shares under the program during the years 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, 2025, we had not sold any common shares under the new program. 43 Table of Contents Our sales activity under our equity distribution programs for the years ended December 31, 2025, 2024 and 2023 is summarized below: For the year ended December 31, 2025 2024 2023 (dollars and shares in thousands, except per share amounts) Number of shares sold — 2,336 — Average sales price per share $ — $ 51.25 $ — Net proceeds after deducting offering costs $ — $ 118,269 $ — We used proceeds from sales of common shares under the program during the year ended December 31, 2024 to fund the acquisition and development of self-storage properties and for general corporate purposes.
In addition, we had approximately $849.4 million of availability for borrowings under our Revolver. 42 Table of Contents Unsecured Senior Notes Our unsecured senior notes are summarized as follows (collectively referred to as the “Senior Notes”): December 31, Effective Issuance Maturity Unsecured Senior Notes 2024 2023 Interest Rate Date Date (in thousands) $300M 4.000% Guaranteed Notes due 2025 (1) $ 300,000 $ 300,000 3.99 % Various (1) Nov-25 $300M 3.125% Guaranteed Notes due 2026 300,000 300,000 3.18 % Aug-16 Sep-26 $550M 2.250% Guaranteed Notes due 2028 550,000 550,000 2.33 % Nov-21 Dec-28 $350M 4.375% Guaranteed Notes due 2029 350,000 350,000 4.46 % Jan-19 Feb-29 $350M 3.000% Guaranteed Notes due 2030 350,000 350,000 3.04 % Oct-19 Feb-30 $450M 2.000% Guaranteed Notes due 2031 450,000 450,000 2.10 % Oct-20 Feb-31 $500M 2.500% Guaranteed Notes due 2032 500,000 500,000 2.59 % Nov-21 Feb-32 Principal balance outstanding 2,800,000 2,800,000 Less: Discount on issuance of unsecured senior notes, net (8,495) (10,148) Less: Loan procurement costs, net (10,874) (13,362) Total unsecured senior notes, net $ 2,780,631 $ 2,776,490 (1) On April 4, 2017, the Operating Partnership issued $50.0 million of its 4.000% senior notes due 2025, which are part of the same series as the $250.0 million principal amount of the Operating Partnership’s 4.000% senior notes due November 15, 2025 issued on October 26, 2015.
Net proceeds from the offering were used to repay outstanding indebtedness on our Revolver and for working capital and other general corporate purposes. Our unsecured senior notes are summarized as follows (collectively referred to as the “Senior Notes”): December 31, Effective Issuance Maturity Unsecured Senior Notes 2025 2024 Interest Rate Date Date (in thousands) $300M 4.000% Guaranteed Notes due 2025 (1) $ — $ 300,000 3.99 % Various (1) Nov-25 $300M 3.125% Guaranteed Notes due 2026 300,000 300,000 3.18 % Aug-16 Sep-26 $550M 2.250% Guaranteed Notes due 2028 550,000 550,000 2.33 % Nov-21 Dec-28 $350M 4.375% Guaranteed Notes due 2029 350,000 350,000 4.46 % Jan-19 Feb-29 $350M 3.000% Guaranteed Notes due 2030 350,000 350,000 3.04 % Oct-19 Feb-30 $450M 2.000% Guaranteed Notes due 2031 450,000 450,000 2.10 % Oct-20 Feb-31 $500M 2.500% Guaranteed Notes due 2032 500,000 500,000 2.59 % Nov-21 Feb-32 $450M 5.125% Guaranteed Notes due 2035 450,000 — 5.30 % Aug-25 Nov-35 Principal balance outstanding 2,950,000 2,800,000 Less: Discount on issuance of unsecured senior notes, net (12,669) (8,495) Less: Loan procurement costs, net (12,228) (10,874) Total unsecured senior notes, net $ 2,925,103 $ 2,780,631 (1) On April 4, 2017, the Operating Partnership issued $50.0 million of its 4.000% senior notes due 2025, which are part of the same series as the $250.0 million principal amount of the Operating Partnership’s 4.000% senior notes due November 15, 2025 issued on October 26, 2015 (collectively, the “2025 Notes”).
In addition, as of December 31, 2024, we managed 902 stores for third parties (including 77 stores containing an aggregate of approximately 5.6 million net rentable square feet as part of six separate unconsolidated real estate ventures), bringing the total number of stores we owned and/or managed to 1,533.
In addition, as of December 31, 2025, we managed 862 stores for third parties (including 49 stores containing an aggregate of approximately 3.3 million rentable square feet as part of five separate unconsolidated real estate ventures) bringing the total number of stores we owned and/or managed to 1,524.
In the 2025 fiscal year, we expect recurring capital expenditures to be approximately $14.0 million to $19.0 million, planned capital improvements and store upgrades to be approximately $12.5 million to $17.5 million and costs associated with the development of new stores to be approximately $22.0 million to $27.0 million.
In the 2026 fiscal year, we expect recurring capital expenditures to be approximately $27.5 million to $32.5 million, planned capital improvements and store upgrades to be approximately $20.0 million to $25.0 million and costs associated with the development of new stores to be approximately $0.5 million to $2.0 million.
The $50.0 million and $250.0 million tranches were priced at 101.343% and 99.735%, respectively, of the principal amount to yield 3.811% and 4.032%, respectively, to maturity.
The $50.0 million and $250.0 million tranches were priced at 101.343% and 99.735%, respectively, of the principal amount to yield 3.811% and 4.032%, respectively, to maturity. These senior notes were redeemed in full on November 17, 2025.
This decrease was attributable to a decrease in the average outstanding debt balance and lower interest rates during the 2024 period compared to the 2023 period. The average outstanding debt balance decreased from $3.02 billion during the year ended December 31, 2023 to $2.96 billion during the year ended December 31, 2024.
This increase was attributable to an increase in the average outstanding debt balance and higher interest rates during the 2025 period compared to the 2024 period. The average outstanding debt balance increased from $2.96 billion during the year ended December 31, 2024 to $3.37 billion during the year ended December 31, 2025.
Additionally, as of December 31, 2024, $849.4 million was available for borrowing under the Revolver.
Additionally, as of December 31, 2025, $470.5 million was available for borrowing under the Revolver.
This increase was primarily attributable to increased personnel expenses. Other (expense) income Interest expense on loans decreased from $93.1 million for the year ended December 31, 2023 to $90.8 million for the year ended December 31, 2024, a decrease of $2.2 million, or 2.4%.
This increase was primarily attributable to increased personnel expenses. Other (expense) income Interest expense on loans increased from $90.8 million for the year ended December 31, 2024 to $114.1 million for the year ended December 31, 2025, an increase of $23.3 million, or 25.6%.
The increased cash flow from operating activities was primarily attributable to the timing and amounts of the payments of certain expenses, primarily insurance and property taxes. Cash used in investing activities increased from $93.8 million for the year ended December 31, 2023 to $174.0 million for the year ended December 31, 2024, an increase of $80.1 million.
This decrease was primarily attributable to the timing and amounts of the payments of certain expenses, mainly insurance and property taxes. Net cash used in investing activities increased from $174.0 million for the year ended December 31, 2024 to $571.3 million for the year ended December 31, 2025, an increase of $397.4 million.
This increase was primarily attributable to additional revenues from stores acquired or opened in 2023 and 2024 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. Operating Expenses 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, an increase of $23.0 million, or 7.8%.
This increase was primarily attributable to additional revenues from stores acquired or opened in 2024 and 2025 included in our non same-store portfolio. Operating Expenses Property operating expenses increased from $317.8 million for the year ended December 31, 2024 to $351.4 million for the year ended December 31, 2025, an increase of $33.7 million, or 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 2023 and 2024 included in our non same-store portfolio, and increases in expenses within our same-store portfolio related to property taxes, insurance, and personnel. General and administrative expenses increased from $57.0 million for the year ended December 31, 2023 to $59.7 million for the year ended December 31, 2024, an increase of $2.6 million, or 4.6%.
This increase was primarily attributable to additional expenses from stores acquired or opened in 2024 and 2025 included in our non same-store portfolio. Depreciation and amortization increased from $205.7 million for the year ended December 31, 2024 to $258.2 million for the year ended December 31, 2025, an increase of $52.4 million, or 25.5%.
The change was primarily the result of a $118.5 million increase in proceeds received from the issuance of common shares through our at-the-market equity program during the 2024 period. There were no such transactions during the 2023 period.
These changes were partially offset by a $118.7 million decrease in proceeds received from the issuance of common shares due to activity in our at-the-market equity program during the 2024 period. There was no such activity during the 2025 period.
Under the Second Amended and Restated Credit Facility, pricing on the Revolver is dependent upon our unsecured debt credit ratings and leverage levels.
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.
(1) $ 22.75 $ 22.69 Depreciation and amortization 205,703 201,238 4,465 2.2 % General and administrative 59,663 57,041 2,622 4.6 % Subtotal 265,366 258,279 7,087 2.7 % OTHER (EXPENSE) INCOME Interest: Interest expense on loans (90,820) (93,065) 2,245 2.4 % Loan procurement amortization expense (4,067) (4,141) 74 1.8 % Equity in earnings of real estate ventures 2,499 6,085 (3,586) (58.9) % Other 1,158 6,281 (5,123) (81.6) % Total other expense (91,230) (84,840) (6,390) (7.5) % NET INCOME 391,885 412,435 (20,550) (5.0) % Net income attributable to noncontrolling interests in the Operating Partnership (2,159) (2,535) 376 14.8 % Net loss attributable to noncontrolling interests in subsidiaries 1,454 857 597 69.7 % NET INCOME ATTRIBUTABLE TO THE COMPANY'S COMMON SHAREHOLDERS $ 391,180 $ 410,757 $ (19,577) (4.8) % (1) Realized annual rent per occupied square foot is computed by dividing rental income by the weighted average occupied square feet for the period. Revenues Revenues increased from $1.050 billion for the year ended December 31, 2023 to $1.066 billion for the year ended December 31, 2024, an increase of $15.9 million, or 1.5%.
(1) $ 22.73 $ 22.71 Depreciation and amortization 258,151 205,703 52,448 25.5 % General and administrative 64,655 59,663 4,992 8.4 % Subtotal 322,806 265,366 57,440 21.6 % OTHER (EXPENSE) INCOME Interest: Interest expense on loans (114,099) (90,820) (23,279) (25.6) % Loan procurement amortization expense (4,972) (4,067) (905) (22.3) % Loss on early extinguishment of debt (3,692) — (3,692) (100.0) % Equity in earnings of real estate ventures 2,460 2,499 (39) (1.6) % Other 2,721 1,158 1,563 135.0 % Total other expense (117,582) (91,230) (26,352) (28.9) % NET INCOME 331,317 391,885 (60,568) (15.5) % Net income attributable to noncontrolling interests in the Operating Partnership (1,625) (2,159) 534 24.7 % Net loss attributable to noncontrolling interests in subsidiaries 4,090 1,454 2,636 181.3 % NET INCOME ATTRIBUTABLE TO THE COMPANY'S COMMON SHAREHOLDERS $ 333,782 $ 391,180 $ (57,398) (14.7) % (1) Realized annual rent per occupied square foot is computed by dividing rental income by the weighted average occupied square feet for the period. Revenues Revenues increased from $1.066 billion for the year ended December 31, 2024 to $1.123 billion for the year ended December 31, 2025, an increase of $56.9 million, or 5.3%.
The change was also due to a $24.7 million reduction in net repayments on our revolving credit facility during the 2024 period as compared to the corresponding 2023 period.
This change was primarily the result of a $396.9 million increase in net borrowings on our revolving credit facility during the 2025 period as compared to the corresponding 2024 period. The change was also due to a $144.0 million increase in net borrowings on unsecured senior notes during the 2025 period as compared to the corresponding 2024 period.
There were no such gains during the 2024 period. Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022 Refer to the section entitled “Results of Operations” within Item 7.
This amount was related to the early repayment of a mortgage loan due in May 2029. There were no such losses for the year ended December 31, 2024. 38 Table of Contents Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 Refer to the section entitled “Results of Operations” within Item 7.
The weighted average effective interest rate on our outstanding debt decreased from 3.04% during the year ended December 31, 2023 to 3.00% for the year ended December 31, 2024. Equity in earnings of real estate ventures decreased from $6.1 million for the year ended December 31, 2023 to $2.5 million for the year ended December 31, 2024, a decrease of $3.6 million, or 58.9%.
The weighted average effective interest rate on our outstanding debt increased from 3.00% during the year ended December 31, 2024 to 3.29% for the year ended December 31, 2025. Loss on early extinguishment of debt was $3.7 million for the year ended December 31, 2025.
These changes were partially offset by a $19.4 million increase in cash distributions paid to common shareholders and noncontrolling interests in the Operating Partnership due to an increase in the common dividend per share/unit. Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022 Refer to the section entitled “Cash Flows” within Item 7.
The changes were also partially offset by a $76.8 million increase in principal payments on mortgage loans, primarily due to the repayment of a $108.0 million mortgage loan. Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 Refer to the section entitled “Cash Flows” within Item 7.
Because other REITs or real estate companies may not compute FFO, as adjusted in the same manner as we do, and may use different terminology, our computation of FFO, as adjusted may not be comparable to FFO, as adjusted reported by other REITs or real estate companies. The following table presents a reconciliation of net income to FFO and FFO, as adjusted, for the years ended December 31, 2024 and 2023 (in thousands): Year Ended December 31, 2024 2023 Net income attributable to the Company’s common shareholders $ 391,180 $ 410,757 Add (deduct): Real estate depreciation and amortization: Real property 199,250 194,845 Company’s share of unconsolidated real estate ventures 8,170 8,446 Gain from sales of real estate, net (1) — (1,477) Net income attributable to noncontrolling interests in the Operating Partnership 2,159 2,535 FFO attributable to the Company's common shareholders and third-party OP unitholders $ 600,759 $ 615,106 Deduct: Gain on involuntary conversion (2) — (4,827) Property damage related to hurricane, net of expected insurance proceeds — (844) FFO, as adjusted, attributable to the Company's common shareholders and third-party OP unitholders $ 600,759 $ 609,435 Weighted average diluted shares outstanding 227,150 226,241 Weighted average diluted units outstanding owned by third parties 1,250 1,393 Weighted average diluted shares and units outstanding 228,400 227,634 (1) For the year ended December 31, 2023, $1.7 million represents distributions in excess of our investment in 191 IV CUBE Southeast LLC ("HVPSE") from the proceeds that were held back from the sale by HVPSE of all 14 of its self-storage properties in 2022.
Because other REITs or real estate companies may not compute FFO, as adjusted in the same manner as we do, and may use different terminology, our computation of FFO, as adjusted may not be comparable to FFO, as adjusted reported by other REITs or real estate companies. The following table presents a reconciliation of net income to FFO and FFO, as adjusted, for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Net income attributable to the Company’s common shareholders $ 333,782 $ 391,180 Add: Real estate depreciation and amortization: Real property 248,654 199,250 Company’s share of unconsolidated real estate ventures 6,122 8,170 Net income attributable to noncontrolling interests in the Operating Partnership 1,625 2,159 FFO attributable to the Company's common shareholders and third-party OP unitholders $ 590,183 $ 600,759 Add: Loss on early extinguishment of debt (1) 3,138 — FFO, as adjusted, attributable to the Company's common shareholders and third-party OP unitholders $ 593,321 $ 600,759 Weighted average diluted shares outstanding 229,160 227,150 Weighted average diluted units outstanding owned by third parties 1,117 1,250 Weighted average diluted shares and units outstanding 230,277 228,400 (1) Relates to our portion of the loss on early extinguishment of debt incurred by consolidated joint ventures in which the Company owns an 85% interest. Cash Flows Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024 A comparison of cash flows related to operating, investing and financing activities for the years ended December 31, 2025 and 2024 is as follows: Year Ended December 31, Net cash provided by (used in): 2025 2024 Change (in thousands) Operating activities $ 608,512 $ 631,074 $ (22,562) Investing activities $ (571,323) $ (173,959) $ (397,364) Financing activities $ (104,619) $ (387,669) $ 283,050 40 Table of Contents Net cash provided by operating activities decreased from $631.1 million for the year ended December 31, 2024 to $608.5 million for the year ended December 31, 2025, a decrease of $22.6 million.
This increase was partially offset by the repayment in May 2024 of three mortgage loans totaling $31.1 million. Accounts payable, accrued expenses and other liabilities increased $28.2 million from December 31, 2023 to December 31, 2024 primarily due to the timing of payments for real estate taxes and other payables. 44 Table of Contents Off-Balance Sheet Arrangements We do not have off-balance sheet arrangements, financings or other relationships with other unconsolidated entities (other than our co-investment partnerships) or other persons, also known as variable interest entities, not previously discussed.
The increase was also due to the acquisition of two wholly-owned storage properties, additions and improvements to existing storage properties, and development activity during the year. Investment in real estate ventures, at equity decreased $17.9 million from December 31, 2024 to December 31, 2025 primarily due to our acquisition of our partner’s 80% ownership interest in HVP IV, as noted above. Unsecured senior notes, net increased $144.5 million from December 31, 2024 to December 31, 2025 as a result of the issuance of the 2035 Notes on August 20, 2025 offset by the redemption of the 2025 Notes on November 17, 2025. Revolving credit facility increased $378.8 million from December 31, 2024 to December 31, 2025 primarily as a result of borrowings used to fund the repayment of other debt obligations, acquisition of storage properties, additions and improvements to storage properties, and development costs incurred during the year. Mortgage loans and notes payable, net decreased $107.1 million from December 31, 2024 to December 31, 2025 primarily due to the repayment of a $108.0 million mortgage loan in December 2025. 44 Table of Contents Off-Balance Sheet Arrangements We do not have off-balance sheet arrangements, financings or other relationships with other unconsolidated entities (other than our co-investment partnerships) or other persons, also known as variable interest entities, not previously discussed.
These increases were partially offset by a $17.6 million decrease in development costs, primarily due to the payment during the 2023 period of a put liability associated with a previously consolidated joint venture. Cash used in financing activities was $518.0 million for the year ended December 31, 2023 compared to $387.7 million for the year ended December 31, 2024, a decrease of $130.4 million.
This increase 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, partially offset by $57.2 million paid for the acquisition of a controlling interest in seven consolidated joint ventures that collectively own 14 stores during the 2024 period. Net cash used in financing activities was $387.7 million for the year ended December 31, 2024 compared to $104.6 million for the year ended December 31, 2025, a decrease of $283.1 million.
As of December 31, 2024, 2023 and 2022, 3.5 million common shares, 5.8 million common shares and 5.8 million common shares, respectively, remained available for issuance under the Equity Distribution Agreements. Recent Developments Subsequent to December 31, 2024, we acquired the remaining 80% interest in 191 IV CUBE LLC ("HVP IV"), an unconsolidated real estate venture in which we previously owned a 20% noncontrolling interest, for $452.8 million, which included $44.4 million to repay our portion of the venture’s existing indebtedness.
As of December 31, 2025, 2024 and 2023, 13.5 million common shares, 3.5 million common shares and 5.8 million common shares, respectively, remained available for issuance under the Equity Distribution Agreements. Repurchase of Common Shares During the year ended December 31, 2025, we repurchased, under our share repurchase program, a total of 0.9 million common shares of beneficial interest for an average purchase price of $35.84 per share.
Removed
As of December 31, 2024, 2023 and 2022, we owned (or partially owned and consolidated) 631, 611 and 611 self-storage properties and related assets, respectively. The following table summarizes the change in number of owned stores from January 1, 2022 through December 31, 2024: 2024 2023 2022 Balance - January 1 611 611 607 Stores acquired 2 — 1 Balance - March 31 613 611 608 Stores acquired — — 1 Stores developed 2 — 1 Stores combined (1) — — (1) Balance - June 30 615 611 609 Stores acquired — — 1 Stores developed — — 1 Balance - September 30 615 611 611 Stores acquired (2) 16 1 — Stores sold (3) — (1) — Balance - December 31 631 611 611 (1) During the quarter ended June 30, 2022, we completed development of a new store located in Vienna, VA for approximately $21.8 million.
Added
This increase was primarily attributable to depreciation and amortization associated with newly acquired or developed stores. General and administrative expenses increased from $59.7 million for the year ended December 31, 2024 to $64.7 million for the year ended December 31, 2025, an increase of $5.0 million, or 8.4%.
Removed
The developed store is located adjacent to an existing consolidated joint venture store.
Added
In addition, we had approximately $470.5 million of availability for borrowings under our Revolver. Unsecured Senior Notes On August 20 , 2025, we issued $450.0 million in aggregate principal amount of unsecured senior notes due November 1, 2035, which bear interest at a rate of 5.125% per annum (the “2035 Notes”).
Removed
The decrease was primarily due to distributions in excess of our equity investment in 191 IV CUBE Southeast LLC (“HVPSE”) during the year ended December 31, 2023. There were no such distributions during the 2024 period.
Added
The 2035 Notes were priced at 98.656% of the principal amount to yield 5.295% at maturity.
Removed
The decrease was also due to higher interest expense at certain of our unconsolidated real estate ventures. 38 Table of Contents The component of other (expense) income designated as Other decreased from $6.3 million of income in 2023 to $1.2 million of income in 2024, a decrease of $5.1 million, or 81.6%.
Added
As of and for the year ended December 31, 2025, the Operating Partnership was in compliance with all financial covenants of the Second Amended and Restated Credit Facility. Mortgage Loans and Notes Payable Our mortgage loans and notes payable are summarized as follows: Carrying Value as of December 31, Effective Maturity Mortgage Loans and Notes Payable 2025 2024 Interest Rate Date (in thousands) Long Island City II, NY $ 16,880 $ 17,368 2.25 % Jul-26 Long Island City III, NY 16,880 17,371 2.25 % Aug-26 Allen, TX (1) 7,226 7,432 6.29 % Aug-26 Dallas-Fort Worth, TX (1) (2) — 108,000 6.23 % May-29 Flushing II, NY 54,300 54,300 2.15 % Jul-29 Principal balance outstanding 95,286 204,471 Plus: Unamortized fair value adjustment 3,969 6,137 Less: Loan procurement costs, net (396) (4,693) Total mortgage loans and notes payable, net $ 98,859 $ 205,915 (1) The Company owns an 85% interest in consolidated joint ventures that are the borrowers on these mortgage loans. (2) This mortgage loan was repaid in full in December 2025. Issuance of Common Shares On March 3, 2025, we replaced our prior at-the-market equity distribution program with a new at-the-market equity distribution program, which increased the number of common shares available for sale under the program by 10.0 million.
Removed
This decrease was primarily due to a $4.8 million gain during the 2023 period relating to a store that was subject to an involuntary conversion by the Department of Transportation of the State of Illinois.
Added
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).
Removed
This amount is included in equity in earnings of real estate ventures within our consolidated statements of operations. In addition, the year ended December 31, 2023 includes a $0.2 million loss related to the sale of the California Yacht Club, which was acquired in 2021 as part of the Company's acquisition of LAACO, Ltd.
Added
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 and agreed to by us in writing.
Removed
This amount is included in the component of other (expense) income designated as Other within our consolidated statements of operations. (2) Relates to a store that was subject to an involuntary conversion by the Department of Transportation of the State of Illinois on December 19, 2023.
Added
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.
Removed
This amount is included in the component of other (expense) income designated as Other within our consolidated statements of operations. 40 Table of Contents Cash Flows Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 A comparison of cash flows related to operating, investing and financing activities for the years ended December 31, 2024 and 2023 is as follows: Year Ended December 31, Net cash provided by (used in): 2024 2023 Change (in thousands) Operating activities $ 631,074 $ 611,136 $ 19,938 Investing activities $ (173,959) $ (93,818) $ (80,141) Financing activities $ (387,669) $ (518,026) $ 130,357 Cash provided by operating activities increased from $611.1 million for the year ended December 31, 2023 to $631.1 million for the year ended December 31, 2024, an increase of $19.9 million.
Added
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 uses of our funding.
Removed
The change was primarily the result of the acquisition of a controlling interest in seven consolidated joint ventures that collectively own 14 stores. There were no such transactions during the 2023 period. The change was also due to a $20.0 million increase in acquisitions of storage properties.
Added
There were no such repurchases during the years ended December 31, 2024 or 2023. As of December 31, 2025, 2024 and 2023, 2.1 million common shares, 3.0 million common shares and 3.0 million common shares remained available for repurchase under this program.
Removed
We acquired four stores during the year ended December 31, 2024 compared to one store during the year ended December 31, 2023.
Added
Additionally, on February 24, 2026, the Board authorized additional share repurchases of up to 10.0 million of the Parent Company’s outstanding common shares. Other Material Changes in Financial Position December 31, 2025 2024 Change (in thousands) Selected Assets Storage properties, net $ 6,375,849 $ 6,038,186 $ 337,663 Investment in real estate venture, at equity 74,034 91,973 (17,939) Selected Liabilities Unsecured senior notes, net $ 2,925,103 $ 2,780,631 $ 144,472 Revolving credit facility 378,800 — 378,800 Mortgage loans and notes payable, net 98,859 205,915 (107,056) Storage properties, net increased $337.7 million from December 31, 2024 to December 31, 2025 primarily due to the acquisition of our partner’s 80% ownership interest in 191 IV CUBE LLC (“HVP IV”), a 28-store unconsolidated real estate venture in which we previously owned an 20% interest.
Removed
As of and for the year ended December 31, 2024, the Operating Partnership was in compliance with all financial covenants of the Second Amended and Restated Credit Facility. 43 Table of Contents Issuance of Common Shares We maintain an at-the-market equity program that enables us to offer and sell up to 60.0 million common shares through sales agents pursuant to equity distribution agreements (the “Equity Distribution Agreements”).
Removed
As of the date of acquisition, HVP IV owned 28 stores in Arizona (2), Connecticut (3), Florida (4), Georgia (2), Illinois (5), Maryland (2), Minnesota (1), Pennsylvania (1) and Texas (8). Other Material Changes in Financial Position December 31, 2024 2023 Change (in thousands) Selected Assets Storage properties, net $ 6,038,186 $ 5,951,236 $ 86,950 Other assets, net 183,628 163,284 20,344 Selected Liabilities Revolving credit facility — 18,100 (18,100) Mortgage loans and notes payable, net 205,915 128,186 77,729 Accounts payable, accrued expenses and other liabilities 229,581 201,419 28,162 Storage properties, net increased $87.0 million from December 31, 2023 to December 31, 2024 primarily due to the acquisition of a controlling interest in seven consolidated joint ventures that collectively own 14 storage properties, the acquisition of four wholly-owned storage properties, additions and improvements to existing storage properties, and development activity throughout the year. Other assets, net increased $20.3 million from December 31, 2023 to December 31, 2024 primarily due to the value assigned to the in-place leases resulting from the acquisition of a controlling interest in seven consolidated joint ventures that collectively own 14 storage properties, the acquisition of four wholly-owned storage properties, and a $5.0 million note receivable from a third-party entity that owns self-storage properties that we manage. Revolving credit facility decreased $18.1 million from December 31, 2023 to December 31, 2024 primarily due to available cash that we used to repay the outstanding balance of the revolving credit facility. Mortgage loans and notes payable, net increased $77.7 million from December 31, 2023 to December 31, 2024 primarily due to the acquisition of a controlling interest in consolidated joint ventures that own 14 storage properties which were encumbered by two mortgage loans totaling $115.4 million as of December 31, 2024.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
5 edited+2 added−0 removed3 unchanged
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
5 edited+2 added−0 removed3 unchanged
2024 filing
2025 filing
Biggest changeA change in market interest rates on the variable portion of the debt portfolio impacts the interest incurred and cash flows, but does not impact the net financial instrument position. If market interest rates increase by 100 basis points, the fair value of our outstanding fixed-rate mortgage debt and unsecured senior notes would decrease by approximately $105.7 million.
Biggest changeA change in market interest rates on the variable portion of the debt portfolio impacts the interest incurred and cash flows, but does not impact the net financial instrument position. If market interest rates on our variable-rate debt increase by 100 basis points, the increase in annual interest expense on our variable-rate debt would decrease future earnings and cash flows by approximately $3.8 million a year.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial statements required by this item appear with an Index to the Consolidated Financial Statements, starting on page F-1 of this Report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial statements required by this item appear with an Index to the Consolidated Financial Statements, starting on page F-1 of this Report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 45 Table of Contents
If market interest rates decrease by 100 basis points, the fair value of our outstanding fixed-rate mortgage debt and unsecured senior notes would increase by approximately $109.4 million. ITEM 8.
If market interest rates decrease by 100 basis points, the fair value of our outstanding fixed-rate mortgage debt and unsecured senior notes would increase by approximately $123.5 million. ITEM 8.
Market values are the present value of projected future cash flows based on the market interest rates chosen. As of December 31, 2024 our consolidated debt consisted of $3.00 billion of outstanding mortgage loans and notes payable and unsecured senior notes that are subject to fixed rates. Borrowings under our unsecured credit facility are subject to floating rates.
Market values are the present value of projected future cash flows based on the market interest rates chosen. As of December 31, 2025 our consolidated debt consisted of $3.05 billion of outstanding mortgage loans and notes payable and unsecured senior notes that are subject to fixed rates.
Changes in market interest rates have different impacts on the fixed- and variable-rate portions of our debt portfolio. A change in market interest rates on the fixed portion of the debt portfolio impacts the net financial instrument position, but has no impact on interest incurred or cash flows.
A change in market interest rates on the fixed portion of the debt portfolio impacts the net financial instrument position, but has no impact on interest incurred or cash flows.
Added
Additionally, as of December 31, 2025, there were $378.8 million of outstanding unsecured credit facility borrowings subject to floating rates. Changes in market interest rates have different impacts on the fixed- and variable-rate portions of our debt portfolio.
Added
If market interest rates on our variable-rate debt decrease by 100 basis points, the decrease in interest expense on our variable-rate debt would increase future earnings and cash flows by approximately $3.8 million a year. If market interest rates increase by 100 basis points, the fair value of our outstanding fixed-rate mortgage debt and unsecured senior notes would decrease by approximately $116.6 million.