UMH Properties Files 8-K with Key Corporate Updates

TL;DR

UMH Properties filed an 8-K on 9/16/24 covering material agreements and corporate changes.

AI Summary

UMH Properties, Inc. filed an 8-K on September 16, 2024, reporting on several items including the entry into a material definitive agreement, material modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits, but specific details of the agreements or modifications are not provided in this excerpt.

Why It Matters

This filing indicates significant corporate actions by UMH Properties, Inc., which could impact its business operations, financial structure, or shareholder rights.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and modifications to security holder rights, which could carry significant implications for the company and its investors.

Key Players & Entities

• UMH Properties, Inc. (company) — Registrant
• Maryland (jurisdiction) — State of Incorporation
• September 16, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.10 — nge on which registered Common Stock, $0.10 par value UMH New York Stock Exchan
• $150,000,000 — aving an aggregate sales price of up to $150,000,000 from time to time through the Distribut
• $4,905,51 — time of such termination, approximately $4,905,51 8 re mained unsold under such prior off

Filing Documents

• ny20035891x2_8k.htm (8-K) — 43KB
• ny20035891x2_ex1-1.htm (EX-1.1) — 341KB
• ny20035891x2_ex3-1.htm (EX-3.1) — 10KB
• ny20035891x2_ex5-1.htm (EX-5.1) — 19KB
• ny20035891x2_ex5-1img01.jpg (GRAPHIC) — 3KB
• ny20035891x2_ex5-1img02.jpg (GRAPHIC) — 37KB
• ny20035891x2_ex5-1img03.jpg (GRAPHIC) — 8KB
• ny20035891x2_ex5-1img04.jpg (GRAPHIC) — 28KB
• 0001140361-24-041195.txt ( ) — 771KB
• umh-20240916.xsd (EX-101.SCH) — 4KB
• umh-20240916_def.xml (EX-101.DEF) — 18KB
• umh-20240916_lab.xml (EX-101.LAB) — 27KB
• umh-20240916_pre.xml (EX-101.PRE) — 20KB
• ny20035891x2_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry Into a Material Definitive Agreement On September 16, 2024, UMH Properties, Inc. (the "Company") entered into an equity distribution agreement (the "Distribution Agreement") with BMO Capital Markets Corp., J.P. Morgan Securities LLC , Wells Fargo Securities, LLC, B. Riley Securities, Inc., Compass Point Research & Trading, LLC, and Janney Montgomery Scott LLC, as distribution agents (the "Distribution Agents") under which the Company may offer and sell shares of the Company's common stock, $0.10 par value per share (the "Common Stock"), having an aggregate sales price of up to $150,000,000 from time to time through the Distribution Agents, as agents or principals. Sales of the shares of Common Stock under the Distribution 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 to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. The Distribution Agents are not required to sell any specific number or dollar amount of securities, but will use commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Distribution Agents and the Company. Upon entry into the Distribution Agreement, the Company terminated its prior "at the market" offering of our Common Stock. At the time of such termination, approximately $4,905,51 8 re mained unsold under such prior offering. The Company intends to use the net proceeds from sales of shares of Common Stock under the Distribution 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,

03

Item 3.03 Material Modifications to Rights of Security Holders Increase in Authorized Shares On September 13, 2024, the Company filed with the State Department of Assessments and Taxation of the State of Maryland an amendment (the "Articles of Amendment") to the Articles of Incorporation of the Company to increase the Company's authorized shares of Common Stock, by 10,000,000 shares. Pursuant to the terms of the Articles of Amendment, the increase in the authorized Common Stock became effective at 10:00 a.m., Eastern time, on September 16, 2024. As a result of this amendment, the Company's total authorized shares were increased from 170,413,800 shares prior to the effective time of the Articles of Amendment (classified as 153,713,800 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 180,413,800 shares after the effective time of the Articles of Amendment (classified as 163,713,800 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.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 3.03 above with respect to the Articles of Amendment is incorporated in this Item 5.03 in its entirety.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. 1.1 Equity Distribution Agreement, dated September 16, 2024 among UMH Properties, Inc. and BMO Capital Markets Corp., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, B. Riley Securities, Inc., Compass Point Research & Trading, LLC, and Janney Montgomery Scott LLC, as distribution agents. 3.1 Articles of Amendment to Charter. 5.1 Opinion of Womble Bond Dickinson (US) LLP. 23.1 Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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. Date: September 16, 2024 UMH PROPERTIES, INC. By: /s/ Anna T. Chew Name: Anna T. Chew Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR