UMH Properties Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2025

UMH Properties, Inc.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (732) 577-9997

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Increase in Authorized Shares

On March 5, 2025 UMH Properties, Inc. (the “Company”) filed with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) an amendment (the “Articles of Amendment”) to the Articles of Incorporation of the Company to increase the Company’s authorized shares of common stock, par value $0.10 per share (“Common Stock”), by 25,000,000 shares.  Pursuant to the terms of the Articles of Amendment, the increase in the authorized Common Stock became effective at 4:00 p.m., Eastern time, on March 5, 2025.  As a result of this amendment, the Company’s total authorized shares were increased from 180,413,800 shares prior to the effective time of the Articles of Amendment (classified as 163,713,800 shares of Common Stock, 13,700,000 shares of  6.375% Series D Cumulative Redeemable Preferred Stock, par value $0.10 per share (“Series D Preferred Stock”), and 3,000,000 shares of excess stock, par value $0.10 per share (“Excess Stock”)), to 205,413,800 shares after the effective time of the Articles of Amendment (classified as 188,713,800 shares of Common Stock, 13,700,000 shares of Series D Preferred Stock, and 3,000,000 shares of Excess Stock).  The foregoing description of the Articles of Amendment is qualified in its entirety by reference to the Articles of Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated by reference herein.

Reclassification of 5,000,000 Shares of Common Stock as Shares of Series D Preferred Stock

Also on March 5, 2025, the Company filed with the SDAT Articles Supplementary (the “Articles Supplementary”) reclassifying and designating 5,000,000 shares of the Company’s Common Stock as shares of Series D Preferred Stock. Pursuant to the terms of the Articles Supplementary, such reclassification became effective at 4:15 p.m., Eastern time, on March 5, 2025.  The foregoing description of the Articles Supplementary is qualified in its entirety by reference to the Articles Supplementary, a copy of which is filed as Exhibit 3.2 to this Form 8-K and is incorporated by reference herein.

After giving effect to the Articles of Amendment and the Articles Supplementary, the authorized capital stock of the Company consists of 205,413,800 shares, classified as 183,713,800 shares of Common Stock, 18,700,000 shares of Series D Preferred Stock, and 3,000,000 shares of Excess Stock.

The information set forth in Item 3.03 above with respect to the Articles of Amendment and the Articles Supplementary is incorporated in this Item 5.03 in its entirety.

Item 8.01 Other Events

On March 5, 2025, the Company entered into an at market issuance sales agreement (the “Sales Agreement”) with B. Riley Securities, Inc., as distribution agent (the “Distribution Agent”), under which the Company may offer and sell shares of the Company’s Series D Preferred Stock having an aggregate sales price of up to $100,000,000 from time to time through the Distribution Agent, as agent or principal. Sales of the shares of Series D Preferred Stock under the Sales Agreement, if any, will be in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through the New York Stock Exchange (the “NYSE”) or on any other existing trading market for the Series D Preferred Stock, as applicable, or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. The Distribution Agent is not required to sell any specific number or dollar amount of securities, but will use commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the Distribution Agent and the Company.  Upon entry into the Sales Agreement, the Company terminated its prior “at the market” offering of Series D Preferred Stock.  At the time of such termination, approximately $16.5 million of Series D Preferred Stock remained unsold under such prior offering.

The Company intends to use the net proceeds from sales of shares of Series D Preferred Stock under the Sales Agreement for working capital and general corporate purposes, which may include purchase of manufactured homes for sale or lease to customers, expansion of the Company’s existing communities, potential acquisitions of additional properties, and possible repayment of indebtedness on a short-term basis, including amounts borrowed under the Company's revolving credit facility. As of March 4, 2025, there was no balance outstanding under the revolving credit facility.

The Sales Agreement contains customary representations and warranties of the Company and indemnification and contribution provisions under which the Company has agreed to indemnify the Distribution Agent against certain specified liabilities. The Company will pay the Distribution Agent a commission at a mutually agreed rate of up to 2% of the gross sale proceeds from sales of shares of Series D Preferred Stock under the Sales Agreement. The offering of Series D Preferred Stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all shares of Series D Preferred Stock subject to the Sales Agreement or (ii) the termination of the Sales Agreement by the Distribution Agent or the Company in accordance with the terms of the Sales Agreement.

The shares of Series D Preferred Stock sold under the Sales Agreement are being offered and sold pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-272051), filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2023 and automatically effective on May 18, 2023 (the “Registration Statement”), and will be sold and issued pursuant to the Company’s prospectus dated May 18, 2023 included in the Registration Statement and the related prospectus supplement, dated March 5, 2025 (the “Prospectus Supplement”). The Series D Preferred Stock is described in the Company’s Registration Statement and the Prospectus Supplement. The Series D Preferred Stock is listed on the NYSE, under the symbol “UMH PRD.”

The foregoing summary of the Sales Agreement is only a brief description of certain terms therein, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by such agreement attached hereto. A copy of the Sales Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein. In connection with the filing of the Sales Agreement, the Company is filing as Exhibit 5.1 the opinion of its Maryland counsel, Womble Bond Dickinson (US) LLP, and as Exhibit 8.1 the tax opinion of Paul Hastings LLP.

Item 9.01 Financial Statements and Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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