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The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Report. Some of the statements we make in this section are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this Report entitled “Forward-Looking Statements.” Certain risk factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a complete discussion of such risk factors, see the section entitled “Risk Factors” in the Parent Company’s and Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2025.
Overview
We are an integrated self-storage real estate company, and as such we have in-house capabilities in the design, development, acquisition, operation, leasing, and management of self-storage properties. The Parent Company’s operations are conducted solely through the Operating Partnership and its subsidiaries. The Parent Company has elected to be taxed as a REIT for U.S. federal income tax purposes. As of June 30, 2026 and December 31, 2025, we owned (or partially owned and consolidated) 662 self-storage properties containing an aggregate of approximately 48.5 million rentable square feet and 662 self-storage properties containing an aggregate of approximately 48.4 million rentable square feet, respectively. As of June 30, 2026, we owned stores in the District of Columbia and the following 25 states: Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah and Virginia. In addition, as of June 30, 2026, we managed 872 stores for third parties (including 50 stores containing an aggregate of approximately 3.4 million rentable square feet as part of six separate unconsolidated real estate ventures) bringing the total number of stores we owned and/or managed to 1,534. As of June 30, 2026, we managed stores for third parties in the following 41 states: Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Washington and Wisconsin.
We derive substantially all of our revenue from customers who lease self-storage space at our stores and fees earned from managing stores. Therefore, our operating results depend materially on our ability to retain our existing customers and lease our available self-storage 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 approach to the management and operation of our stores combines centralized marketing, revenue management and other operational support with local operations teams that provide market-level oversight and management. We believe this approach allows us to respond quickly and effectively to changes in local market conditions and maximize revenues by managing rental rates and occupancy levels.
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. Adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, inflation, deflation, tariffs, interest rates, tax rates, fuel and energy costs, and other matters could reduce consumer spending or cause consumers to shift their spending to other products and services. A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.
We continue our focus on maximizing internal growth opportunities and selectively pursuing targeted acquisitions, co-investment partnerships and developments of self-storage properties.
We have one operating segment: we own, operate, develop, manage and acquire self-storage properties.
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Our self-storage properties are located in major metropolitan and suburban areas and have numerous customers per store. No single customer represents a significant concentration of our revenues for the three months ended June 30, 2026. Our stores in New York, Florida, Texas and California provided approximately 18%, 13%, 11% and 10%, respectively, of total revenues for the six months ended June 30, 2026.
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 unaudited consolidated financial statements included in this Report. Certain of the accounting policies used in the preparation of these unaudited consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in this Report. For additional discussion of the Company’s significant accounting policies, see note 2 to the consolidated financial statements included in the Parent Company’s and Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2025. These policies require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. Due to this uncertainty, actual results could differ materially from estimates calculated and utilized by management.
Basis of Presentation
The accompanying unaudited consolidated financial statements include all of the accounts of the Company, and its majority-owned and/or controlled subsidiaries. The portion of these entities not owned by the Company is presented as noncontrolling interests as of and during the periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation.
When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on the consolidation of VIEs. To the extent that the Company (i) has the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and (ii) has the obligation or rights to absorb the VIE’s losses or receive its benefits, then the Company is considered the primary beneficiary. The Company may also consider additional factors included in the authoritative guidance, such as whether or not it is the partner in the VIE that is most closely associated with the VIE. When an entity is not deemed to be a VIE, the Company considers the provisions of additional FASB guidance to determine whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Company controls and in which the limited partners do not have substantive participating rights, or the ability to dissolve the entity or remove the Company without cause.
Self-Storage Properties
The Company records self-storage properties at cost less accumulated depreciation. 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. 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. If appropriate, the Company allocates a portion of the purchase price to an intangible asset attributed to the value of in-place leases. This intangible asset is generally amortized to expense over the expected remaining term of the respective leases. Substantially all of the storage leases in place at acquired stores are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date, no portion of the purchase price has been allocated to above- or below-market lease intangibles associated with storage leases assumed at acquisition. Above- or below- market lease intangibles associated with assumed leases in which the Company serves as lessee are recorded as an adjustment to the right-of-use asset and reflect the difference between the contractual amounts to be paid pursuant to each in-place lease and management’s estimate of fair market lease rates. These amounts are
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amortized over the term of the lease. To date, no intangible asset has been recorded for the value of customer relationships, because the Company does not have any concentrations of significant customers and the average customer turnover is fairly frequent.
Long-lived assets classified as “held for use” are reviewed for impairment when events or circumstances such as declines in occupancy and operating results indicate that there may be an impairment. The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the store’s basis is recoverable. If a store’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value. The impairment loss recognized equals the excess of the net carrying value over the related fair value of the asset. There were no impairment losses recognized in accordance with these procedures during the three or six months ended June 30, 2026 and 2025.
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. However, each potential transaction is evaluated based on its separate facts and circumstances. Assets classified as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell and are not depreciated. There were no stores classified as held for sale as of June 30, 2026.
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. Under the equity method, investments in unconsolidated real estate ventures are recorded initially at cost, as investments in real estate entities, and subsequently adjusted for equity in earnings (losses), cash contributions, cash distributions and impairments. On a periodic basis, management also assesses whether there are any indicators that the carrying value of the Company’s investments in unconsolidated real estate entities may be other than temporarily impaired. An investment is impaired only if the fair value of the investment, as estimated by management, is less than the carrying value of the investment and the decline is other than temporary. To the extent impairment that is other than temporary has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment, as estimated by management. Fair value is determined through various valuation techniques, including, but not limited to, discounted cash flow models, quoted market values and third-party appraisals. There were no impairment losses related to the Company’s investments in unconsolidated real estate ventures recognized during the three or six months ended June 30, 2026 and 2025.
Differences between the Company’s net investment in unconsolidated real estate ventures and its underlying equity in the net assets of the ventures are primarily a result of the Company acquiring interests in existing unconsolidated real estate ventures. As of June 30, 2026 and December 31, 2025, the Company’s net investment in unconsolidated real estate ventures was greater than its underlying equity in the net assets of the unconsolidated real estate ventures by an aggregate of $29.7 million and $30.1 million, respectively. These differences are amortized over the estimated useful lives of the self-storage properties owned by the real estate ventures. This amortization is included in equity in earnings of real estate ventures within our consolidated statements of operations.
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Results of Operations
The following discussion of our results of operations should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes thereto. Historical results set forth in our consolidated statements of operations reflect only the existing stores for each period presented and should not be taken as indicative of future operations. We consider our same-store portfolio to consist of only those stores owned and operated on a stabilized basis at the beginning and at the end of the applicable periods presented. We consider a store to be stabilized once it has achieved an occupancy rate that we believe, based on our assessment of market-specific data, is representative of similar self-storage assets in the applicable market for a full year measured as of the most recent January 1 and has not been significantly damaged by natural disaster or undergone significant renovation. We believe that same-store results are useful to investors in evaluating our performance because they provide information relating to changes in store-level operating performance without taking into account the effects of acquisitions, developments or dispositions. As of June 30, 2026, we owned 623 same-store properties and 39 non same-store properties. The non same-store property portfolio results include 2025 and 2026 acquisitions, dispositions, newly developed stores, stores with a significant portion of net rentable square footage taken out of service or stores that have not yet reached stabilization as defined above. For analytical presentation, all percentages are calculated using the numbers presented in the unaudited consolidated financial statements contained in this Report.
Acquisition and Development Activities
The comparability of our results of operations is affected by the timing of acquisition and disposition activities during the periods reported. The following table summarizes the change in the number of owned (or partially owned and consolidated) stores from January 1, 2025 through June 30, 2026:
2026 2025
Balance - January 1 662 631
Stores acquired — 28
Stores developed 1 —
Stores combined (1) (1) —
Balance - March 31 662 659
Stores acquired — —
Balance - June 30 662 659
Stores developed 1
Balance - September 30 660
Stores acquired 2
Balance - December 31 662
(1) During the quarter ended March 31, 2026, we completed development of a new store located in New Rochelle, NY for approximately $28.0 million. The developed store is located adjacent to an existing store. Given 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.
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Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025 (in thousands)
Non Same-Store Other/
Same-Store Property Portfolio Property Portfolio Eliminations Total Portfolio
% %
2026 2025 Change Change 2026 2025 2026 2025 2026 2025 Change Change
REVENUES:
Rental income $ 228,357 $ 227,135 $ 1,222 0.5 % $ 13,860 $ 12,422 $ — $ — $ 242,217 $ 239,557 $ 2,660 1.1 %
Other property related income 13,030 12,331 699 5.7 % 727 609 20,483 19,656 34,240 32,596 1,644 5.0 %
Property management fee income — — — 0.0 % — — 10,029 10,150 10,029 10,150 (121) (1.2) %
Total revenues 241,387 239,466 1,921 0.8 % 14,587 13,031 30,512 29,806 286,486 282,303 4,183 1.5 %
OPERATING EXPENSES:
Property operating expenses 74,824 71,690 3,134 4.4 % 5,407 4,796 15,787 12,542 96,018 89,028 6,990 7.9 %
NET OPERATING INCOME: 166,563 167,776 (1,213) (0.7) % 9,180 8,235 14,725 17,264 190,468 193,275 (2,807) (1.5) %
Store count 623 623 39 36 662 659
Total rentable square feet 45,241 45,241 3,227 2,868 48,468 48,109
Period end occupancy 91.0 % 91.0 % 86.9 % 86.5 % 90.7 % 90.8 %
Period average occupancy 90.4 % 90.5 %
Realized annual rent per occupied sq. ft. (1) $ 22.34 $ 22.18
Depreciation and amortization 55,839 66,488 (10,649) (16.0) %
General and administrative 17,246 14,897 2,349 15.8 %
Subtotal 73,085 81,385 (8,300) (10.2) %
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans (30,341) (29,090) (1,251) (4.3) %
Loan procurement amortization expense (1,099) (1,221) 122 10.0 %
Equity in earnings of real estate ventures 556 547 9 1.6 %
Gain from sale of real estate, net 2,503 — 2,503 100.0 %
Other 458 306 152 49.7 %
Total other expense (27,923) (29,458) 1,535 5.2 %
NET INCOME 89,460 82,432 7,028 8.5 %
Net income attributable to noncontrolling interests in the Operating Partnership (395) (401) 6 1.5 %
Net loss attributable to noncontrolling interests in subsidiaries 520 929 (409) (44.0) %
NET INCOME ATTRIBUTABLE TO THE COMPANY'S COMMON SHAREHOLDERS $ 89,585 $ 82,960 $ 6,625 8.0 %
(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
Total revenues increased from $282.3 million for the three months ended June 30, 2025 to $286.5 million for the three months ended June 30, 2026, an increase of $4.2 million, or 1.5%. This increase was primarily attributable to increased rental rates in our same-store portfolio.
Operating Expenses
Property operating expenses increased from $89.0 million for the three months ended June 30, 2025 to $96.0 million for the three months ended June 30, 2026, an increase of $7.0 million, or 7.9%. This increase was primarily attributable to increases in personnel expense and property taxes.
Depreciation and amortization decreased from $66.5 million for the three months ended June 30, 2025 to $55.8 million for the three months ended June 30, 2026, a decrease of $10.6 million, or 16.0%. This decrease was primarily attributable to decreased amortization of in-place lease intangibles related to stores acquired in 2025.
General and administrative expenses increased from $14.9 million for the three months ended June 30, 2025 to $17.2 million for the three months ended June 30, 2026, an increase of $2.3 million, or 15.8%. This increase was primarily attributable to increases in personnel expense.
Other (Expense) Income
Interest expense on loans increased from $29.1 million during the three months ended June 30, 2025 to $30.3 million during the three months ended June 30, 2026, an increase of $1.3 million, or 4.3%. The increase was attributable to an increase in the average outstanding debt balance and higher interest rates during the 2026 period compared to the 2025 period. The average outstanding debt balance increased from $3.43 billion during the three months ended June 30, 2025 to $3.51 billion during the three months ended June 30, 2026. The weighted average effective interest rate on our
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outstanding debt increased from 3.32% during the three months ended June 30, 2025 to 3.33% for the three months ended June 30, 2026.
Gain from sale of real estate, net was $2.5 million for the three months ended June 30, 2026. This gain was related to the sale of a parcel of land adjacent to one of our stores. There were no such gains during the three months ended June 30, 2025.
Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025 (in thousands)
Non Same-Store Other/
Same-Store Property Portfolio Property Portfolio Eliminations Total Portfolio
% %
2026 2025 Change Change 2026 2025 2026 2025 2026 2025 Change Change
REVENUES:
Rental income $ 454,547 $ 452,813 $ 1,734 0.4 % $ 27,595 $ 19,509 $ — $ — $ 482,142 $ 472,322 $ 9,820 2.1 %
Other property related income 24,814 23,126 1,688 7.3 % 1,356 1,005 40,142 38,231 66,312 62,362 3,950 6.3 %
Property management fee income — — — 0.0 % — — 19,961 20,655 19,961 20,655 (694) (3.4) %
Total revenues 479,361 475,939 3,422 0.7 % 28,951 20,514 60,103 58,886 568,415 555,339 13,076 2.4 %
OPERATING EXPENSES:
Property operating expenses 147,021 139,901 7,120 5.1 % 10,558 7,567 28,507 24,494 186,086 171,962 14,124 8.2 %
NET OPERATING INCOME: 332,340 336,038 (3,698) (1.1) % 18,393 12,947 31,596 34,392 382,329 383,377 (1,048) (0.3) %
Store count 623 623 39 36 662 659
Total rentable square feet 45,241 45,241 3,227 2,868 48,468 48,109
Period end occupancy 91.0 % 91.0 % 86.9 % 86.5 % 90.7 % 90.8 %
Period average occupancy 89.7 % 90.0 %
Realized annual rent per occupied sq. ft. (1) $ 22.40 $ 22.25
Depreciation and amortization 117,277 125,644 (8,367) (6.7) %
General and administrative 34,435 30,965 3,470 11.2 %
Subtotal 151,712 156,609 (4,897) (3.1) %
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans (60,172) (55,190) (4,982) (9.0) %
Loan procurement amortization expense (2,164) (2,442) 278 11.4 %
Equity in earnings of real estate ventures 1,163 926 237 25.6 %
Gain from sale of real estate, net 2,503 — 2,503 100.0 %
Other 263 1,115 (852) (76.4) %
Total other expense (58,407) (55,591) (2,816) (5.1) %
NET INCOME 172,210 171,177 1,033 0.6 %
Net income attributable to noncontrolling interests in the Operating Partnership (752) (854) 102 11.9 %
Net loss attributable to noncontrolling interests in subsidiaries 1,014 1,834 (820) (44.7) %
NET INCOME ATTRIBUTABLE TO THE COMPANY'S COMMON SHAREHOLDERS $ 172,472 $ 172,157 $ 315 0.2 %
(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
Total revenues increased from $555.3 million for the six months ended June 30, 2025 to $568.4 million for the six months ended June 30, 2026, an increase of $13.1 million, or 2.4%. This increase was primarily attributable to additional revenues from stores acquired or opened in 2025 and 2026 included in our non same-store portfolio.
Operating Expenses
Property operating expenses increased from $172.0 million for the six months ended June 30, 2025 to $186.1 million for the six months ended June 30, 2026, an increase of $14.1 million, or 8.2%. This increase was primarily attributable to increases in property taxes, personnel expense and advertising.
General and administrative expenses increased from $31.0 million for the six months ended June 30, 2025 to $34.4 million for the six months ended June 30, 2026, an increase of $3.5 million, or 11.2%. This increase was primarily attributable to increases in personnel expense.
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Other (Expense) Income
Interest expense on loans increased from $55.2 million during the six months ended June 30, 2025 to $60.2 million during the six months ended June 30, 2026, an increase of $5.0 million, or 9.0%. The increase was attributable to an increase in the average outstanding debt balance and higher interest rates during the 2026 period compared to the 2025 period. The average outstanding debt balance increased from $3.31 billion during the six months ended June 30, 2025 to $3.49 billion during the six months ended June 30, 2026. The weighted average effective interest rate on our outstanding debt increased from 3.25% during the six months ended June 30, 2025 to 3.33% for the six months ended June 30, 2026.
Gain from sale of real estate, net was $2.5 million for the six months ended June 30, 2026. This gain was related to the sale of a parcel of land adjacent to one of our stores. There were no such gains during the six months ended June 30, 2025.
Cash Flows
Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025
A comparison of cash flows from operating, investing and financing activities for the six months ended June 30, 2026 and 2025 is as follows:
Six Months Ended June 30,
Net cash provided by (used in): 2026 2025 Change
(in thousands)
Operating activities $ 293,172 $ 303,800 $ (10,628)
Investing activities $ (27,834) $ (491,395) $ 463,561
Financing activities $ (258,988) $ 124,264 $ (383,252)
Cash provided by operating activities decreased from $303.8 million for the six months ended June 30, 2025 to $293.2 million for the six months ended June 30, 2026, reflecting a decrease of $10.6 million. The decreased cash flow from operating activities was primarily attributable to increased cash paid for interest for the 2026 period as compared to the corresponding 2025 period.
Cash used in investing activities decreased from $491.4 million for the six months ended June 30, 2025 to $27.8 million for the six months ended June 30, 2026, reflecting a change of $463.6 million. This change was primarily the result of $451.1 million paid to acquire the remaining 80% ownership interest in 191 IV CUBE LLC during the 2025 period. There were no acquisitions during the 2026 period.
Cash provided by financing activities was $124.3 million for the six months ended June 30, 2025 compared to $259.0 million of cash used in financing activities for the six months ended June 30, 2026, reflecting a change of $383.3 million. The change was primarily the result of a $294.3 million decrease in net proceeds from our revolving credit facility during the 2026 period as compared to the corresponding 2025 period as well as $75.9 million in payments to repurchase common shares during the 2026 period. There were no such repurchases during the 2025 period.
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. 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 and management fees that we are able to charge and collect from our customers and clients. 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. However, prolonged economic pressures could adversely affect our cash flows from operations.
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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. 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. These funding requirements will vary from year to year, in some cases significantly. For the remainder of the 2026 fiscal year, we expect recurring capital expenditures to be approximately $12.5 million to $17.5 million, planned capital improvements and store upgrades to be approximately $9.0 million to $14.0 million and costs associated with the development of new stores to be approximately $2.0 to $7.0 million. Our currently scheduled principal payments on our outstanding debt, including the repayment of unsecured senior notes, are approximately $340.4 million for the remainder of 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. 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. However, we cannot provide any assurance that this will be the case. Our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. In addition, dislocation in the United States debt markets may significantly reduce the availability and increase the cost of long-term debt capital, including conventional mortgage financing and commercial mortgage-backed securities financing. There can be no assurance that such capital will be readily available in the future. 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 June 30, 2026, we had approximately $14.3 million in available cash and cash equivalents. In addition, we had approximately $548.5 million of availability for borrowings under our Revolver.
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Unsecured Senior Notes
Our unsecured senior notes are summarized as follows (collectively referred to as the “Senior Notes”):
June 30, December 31, Effective Issuance Maturity
Unsecured Senior Notes 2026 2025 Interest Rate Date Date
(in thousands)
$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 450,000 450,000 5.30 % Aug-25 Nov-35
Principal balance outstanding 2,950,000 2,950,000
Less: Discount on issuance of unsecured senior notes, net (11,540) (12,669)
Less: Loan procurement costs, net (10,927) (12,228)
Total unsecured senior notes, net $ 2,927,533 $ 2,925,103
The indenture under which the Senior Notes were issued restricts the ability of the Operating Partnership and its subsidiaries to incur debt unless the Operating Partnership and its consolidated subsidiaries comply with a leverage ratio not to exceed 60% and an interest coverage ratio of more than 1.5:1.0 after giving effect to the incurrence of the debt. The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt. The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. As of and for the three and six months ended June 30, 2026, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes.
Revolving Credit Facility
On June 24, 2026, we amended and restated, in its entirety, our unsecured revolving credit agreement (the “Third Amended and Restated Credit Facility”) which, subsequent to the amendment and restatement, is comprised of a $1.0 billion unsecured revolving credit facility (the “Revolver”) maturing on June 24, 2030. The Third Amended and Restated Credit Facility provides for two six-month options to extend the maturity date to, at the latest, June 2031 upon the satisfaction of certain conditions. Under the Third Amended and Restated Credit Facility, pricing on the Revolver is dependent upon our unsecured debt credit ratings and leverage levels. At our current unsecured debt credit ratings and leverage levels, amounts drawn under the Revolver are priced using a margin of 0.775% plus a facility fee of 0.15% over the Secured Overnight Financing Rate.
As of June 30, 2026, the Revolver had an effective interest rate of 4.61%. Additionally, as of June 30, 2026, $548.5 million was available for borrowing under the Revolver. The available balance under the Revolver is reduced by outstanding letters of credit totaling $0.7 million.
Under the Third Amended and Restated Credit Facility, our ability to borrow under the Revolver is subject to ongoing compliance with certain financial covenants which include, among other things, (1) a maximum total indebtedness to total asset value of 60.0%, and (2) a minimum fixed charge coverage ratio of 1.5:1.0. As of and for the three and six months ended June 30, 2026, the Operating Partnership was in compliance with all financial covenants of the Third Amended and Restated Credit Facility and its predecessor agreement, the Second Amended and Restated Credit Facility.
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Mortgage Loans and Notes Payable
Our mortgage loans and notes payable are summarized as follows:
Carrying Value as of
June 30, December 31, Effective Maturity
Mortgage Loans and Notes Payable 2026 2025 Interest Rate Date
(in thousands)
Long Island City II, NY $ 16,627 $ 16,880 2.25 % Jul-26
Long Island City III, NY 16,626 16,880 2.25 % Aug-26
Allen, TX (1) 7,122 7,226 6.29 % Aug-26
Flushing II, NY 54,300 54,300 2.15 % Jul-29
Principal balance outstanding 94,675 95,286
Plus: Unamortized fair value adjustment 3,255 3,969
Less: Loan procurement costs, net (293) (396)
Total mortgage loans and notes payable, net $ 97,637 $ 98,859
(1) We own an 85% interest in a consolidated joint venture that is the borrower on this mortgage loan.
At-the-Market Equity Program
On March 3, 2025, we replaced our prior at-the-market equity distribution program with a new at-the-market equity distribution program. Under the new program, we may sell, from time to time, up to an aggregate of 13,510,817 common shares of CubeSmart through agents acting as our sales agents or as forward sellers of common shares borrowed from third parties (if acting as forward sellers). Sales of common shares, if any, made through the agents, as our sales agents, or as forward sellers, may be made by any method permitted by law to be an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, or by any other method permitted by applicable law. We may also sell common shares to a sales agent, as principal for its own account, at a price to be agreed upon at the time of sale. Actual sales, if any, under the program will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of our common shares, capital needs and determinations by us of the appropriate sources of our funding. As of June 30, 2026, we had not sold any common shares under the new program.
Repurchase of Common Shares
During the three and six months ended June 30, 2026, we repurchased 1.1 million and 2.0 million common shares of beneficial interest, respectively, under our share repurchase program. The average purchase price was $38.96 per share for the three-month period and $37.90 per share for the six-month period. There were no such repurchases during the three or six months ended June 30, 2025. Additionally, on February 24, 2026, the Company’s Board of Trustees (the “Board”) authorized additional share repurchases of up to 10.0 million of the Parent Company’s outstanding common shares. As of June 30, 2026, 10.1 million common shares remained available for repurchase under this program.
Recent Developments
Subsequent to June 30, 2026, we entered into an agreement to contribute 15 wholly-owned stores to a newly-formed joint venture with an affiliate of Heitman Capital Management (“Heitman”) for an agreed-upon value of $197.0 million. We will receive cash and own a 20% interest in the joint venture, while Heitman will contribute cash and own the remaining 80% interest. The stores subject to the agreement contain approximately 0.9 million square feet and are located in Connecticut (3), Georgia (1), North Carolina (2), Ohio (1), Texas (2), Utah (4) and Virginia (2). The transaction is expected to close in the fourth quarter of 2026.
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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. NOI also can be calculated by adding back to net income (loss): interest expense on loans, loan procurement amortization expense, loss on early extinguishment of debt, acquisition-related costs, equity in losses of real estate ventures, other expense, depreciation and amortization expense, general and administrative expense, and deducting from net income (loss): equity in earnings of real estate ventures, gains from sales of real estate, net, other income, gains from remeasurement of investments in real estate ventures and interest income. NOI is not a measure of performance calculated in accordance with GAAP.
We use NOI as a measure of operating performance at each of our stores, and for all of our stores in the aggregate. NOI should not be considered as a substitute for operating income, net income, cash flows provided by operating, investing and financing activities, or other income statement or cash flow statement data prepared in accordance with GAAP.
We believe NOI is useful to investors in evaluating our operating performance because:
● it is one of the primary measures used by our management to evaluate the economic productivity of our stores, including our ability to lease our stores, increase pricing and occupancy and control our property operating expenses;
● it is widely used in the real estate and self-storage industries to measure the performance and value of real estate assets without regard to various items included in net income that do not relate to or are not indicative of operating performance, such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets; and
● it helps our investors to meaningfully compare the results of our operating performance from period to period by removing the impact of our capital structure (primarily interest expense on our outstanding indebtedness) and depreciation of our basis in our assets from our operating results.
There are material limitations to using a measure such as NOI, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income. We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with our analysis of net income. NOI should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues, total operating expenses, and net income.
FFO
Funds from operations (“FFO”) is a widely used performance measure for real estate companies and is provided here as a supplemental measure of operating performance. The April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts, as amended and restated, defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate and related impairment charges, plus real estate depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.
Management uses FFO as a key performance indicator in evaluating the operations of our stores. Given the nature of our business as a real estate owner and operator, we consider FFO a key measure of our operating performance that is not specifically defined by accounting principles generally accepted in the United States. 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
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of depreciable assets, and depreciation, which can make periodic and peer analyses of operating performance more difficult. 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. FFO does not represent cash generated from operating activities determined in accordance with GAAP and is not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO should be compared with our reported net income and considered in addition to cash flows computed in accordance with GAAP, as presented in our unaudited consolidated financial statements.
FFO, as adjusted
FFO, as adjusted represents FFO, as defined above, excluding the effects of acquisition related costs, gains or losses from early extinguishment of debt, and non-recurring items, which we believe are not indicative of the Company’s operating results. We present FFO, as adjusted because we believe it is a helpful measure in understanding our results of operations insofar as we believe that the items noted above that are included in FFO, but excluded from FFO, as adjusted are not indicative of our ongoing operating results. We also believe that investors, analysts and other stakeholders consider our FFO, as adjusted (or similar measures using different terminology) when evaluating us. 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 attributable to the Company’s common shareholders to FFO (and FFO, as adjusted) attributable to the Company’s common shareholders and third-party OP unitholders for the three and six months ended June 30, 2026 and 2025.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in thousands)
Net income attributable to the Company’s common shareholders $ 89,585 $ 82,960 $ 172,472 $ 172,157
Add (deduct):
Real estate depreciation and amortization:
Real property 54,023 64,118 113,531 120,807
Company’s share of unconsolidated real estate ventures 1,493 1,433 2,971 3,243
Gain from sale of real estate, net (1) (2,503) — (2,503) —
Net income attributable to noncontrolling interests in the Operating Partnership 395 401 752 854
FFO attributable to the Company's common shareholders and third-party OP unitholders $ 142,993 $ 148,912 $ 287,223 $ 297,061
Add:
Loss on early extinguishment of debt (2) 59 — 59 —
FFO, as adjusted, attributable to the Company's common shareholders and third-party OP unitholders $ 143,052 $ 148,912 $ 287,282 $ 297,061
Weighted average diluted shares outstanding 227,189 229,303 227,676 229,273
Weighted average diluted units outstanding owned by third parties 984 1,115 985 1,142
Weighted average diluted shares and units outstanding 228,173 230,418 228,661 230,415
(1) Relates to a gain from the sale of a land parcel adjacent to one of our stores.
(2) Relates to the write-off of unamortized loan procurement costs associated with the amendment and restatement of our unsecured revolving credit facility.
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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.