CubeSmart美股招股说明书(2026-03-02版)

Common Shares of Beneficial Interest This prospectus supplement and accompanying base prospectus relate to the offer and sale from time to time of 13,510,817of our common shares of beneficial interest, par value $0.01 per share (the “common shares”). The common shares to which thisprospectus supplement relates will be offered from time to time through Wells Fargo Securities, LLC (“Wells Fargo Securities”),Barclays Capital Inc. (“Barclays”), BMO Capital Markets Corp. (“BMO”), BofA Securities, Inc. (“BofA”), BTIG, LLC(“BTIG”), Goldman Sachs & Co. LLC (“Goldman Sachs”), Jefferies LLC (“Jefferies”), Regions Securities LLC (“Regions”) andTruist Securities, Inc. (“Truist”) as our sales agents subject to the terms and conditions of an equity distribution agreement (the“equity distribution agreement”) with us. We refer to each of Wells Fargo Securities, Barclays, BMO, BofA, BTIG, GoldmanSachs, Jefferies, Regions and Truist when acting in this capacity as a sales agent and, collectively, as the sales agents. The equitydistribution agreement provides that we may offer and sell from time to time up to 13,510,817 of our common shares, none ofwhich have been sold prior to the date of this prospectus supplement. As a result, as of the date of this prospectus supplement,we may offer and sell from time to time up to 13,510,817 common shares pursuant to the equity distribution agreement and thisprospectus supplement and the accompanying prospectus. Sales of the shares, if any, under the equity distribution agreement will be made (i)by any method permitted by law to bean “at the market” offering as defined in Rule415 under the Securities Act of 1933, as amended (the “Securities Act”), includingby means of ordinary brokers’ transactions, sales to or through a market maker or through an electronic communicationsnetwork or sales directly on the New York Stock Exchange (“NYSE”), the existing trading market for our common shares, or(ii)by any other method permitted by applicable law and agreed to by us in writing, including through an alternative tradingsystem or any other market venue, in the over-the-counter market, and in privately negotiated transactions, including blocktrades. The equity distribution agreement provides that, in addition to the issuance and sale of common shares by us through thesales agents, we also may enter into separate forward sale agreements between us and each of Wells Fargo Bank, NationalAssociation, Bank of America, N.A., Bank of Montreal, Barclays Bank PLC, Goldman Sachs, Jefferies, Nomura GlobalFinancial Products, Inc., Regions and Truist Bank. We refer to each of these entities, when acting in such capacity, as a forwardpurchaser and, collectively, as the forward purchasers. In connection with each forward sale agreement, the relevant forwardpurchaser will, at our request, attempt to borrow from third parties and sell, through its related sales agent (if applicable), anumber of our common shares equal to the number of common shares that underlie the forward sale agreement to hedge itsexposure under such forward sale agreement. We refer to a sales agent (except with respect to BTIG) or to Nomura SecuritiesInternational, Inc. (acting through BTIG, LLC as sales agent), when acting as the agent for a forward purchaser, as a forwardseller and, collectively, as the forward sellers. Under the terms of the equity distribution agreement, we also may sell our common shares to each of the sales agents, asprincipal for its own account, at a price to be agreed upon at the time of sale. If we sell common shares to any of the salesagents, as principal, we will enter into a separate sales agreement with such sales agent and we will describe the material termsof such agreement in a separate prospectus supplement or pricing supplement. We intend to contribute the net proceeds that we receive upon the sale of common shares by us through the sales agents toCubeSmart, L.P., a Delaware limited partnership, our operating subsidiary (the “Operating Partnership”), in exchange forpartnershipunits of the Operating Partnership (“OP Units”). The Operating Partnership intends to use the net proceeds from thisoffering for general business purposes, including, without limitation, repayment of outstanding debt, acquisitions, developments,investments in joint ventures, capital expenditures, working capital and other general corporate purposes. See “Use of Proceeds”in this prospectus supplement. We will not initially receive any proceeds from the sale of borrowed common shares by the forward sellers, as agents forthe forward purchasers, in connection with any forward sale agreement as a hedge of its exposure under such forward saleagreement. In the event of full physical settlement of a forward sale agreement, which we expect to occur on or prior to thematurity date of such forward sale agreement, we expect to receive aggregate cash proceeds equal to the product of the initial forward priceunder the forward sale agreement and