Sun Communities Reports 8-K Filing with Equity, Officer, and Director Updates

TL;DR

SUN filed an 8-K detailing equity sales, exec changes, and director elections.

AI Summary

Sun Communities, Inc. filed an 8-K on March 21, 2024, reporting on several events as of March 15, 2024. These include unregistered sales of equity securities, the departure of directors or officers, election of directors, appointment of officers, and compensatory arrangements. The filing also covers other events and financial statements/exhibits.

Why It Matters

This filing provides crucial updates on Sun Communities' corporate governance and potential equity transactions, which could impact investor understanding of the company's structure and financial dealings.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate potential dilution or insider activity that warrants closer investor scrutiny.

Key Players & Entities

• SUN COMMUNITIES INC (company) — Registrant
• March 15, 2024 (date) — Date of earliest event reported
• March 21, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value SUI New York Stock Exchange
• $131.951 — "Common Units") at an issuance price of $131.951 per unit. All of the Common Units were

Filing Documents

• sui-20240315.htm (8-K) — 33KB
• firstamendmenttoemployment.htm (EX-10.1) — 16KB
• thirdamendmenttoemployment.htm (EX-10.2) — 15KB
• firstamendmenttoemploymenta.htm (EX-10.3) — 16KB
• suncommunitiesinsidertradi.htm (EX-99.1) — 31KB
• sui-20240315_g1.jpg (GRAPHIC) — 15KB
• 0000912593-24-000137.txt ( ) — 296KB
• sui-20240315.xsd (EX-101.SCH) — 2KB
• sui-20240315_lab.xml (EX-101.LAB) — 23KB
• sui-20240315_pre.xml (EX-101.PRE) — 13KB
• sui-20240315_htm.xml (XML) — 3KB

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities On March 15, 2024, Sun Communities Operating Limited Partnership ("SCOLP"), the operating subsidiary of Sun Communities, Inc. (the "Company"), issued 4,452 common OP units (the "Common Units") at an issuance price of $131.951 per unit. All of the Common Units were issued as consideration for the initial holder's contribution of certain assets to SCOLP. The issuance by SCOLP of the Common Units was made in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended. Each Common Unit is exchangeable at any time (subject to certain limited exceptions) at the holder's option for one share of common stock (the "Common Stock") of the Company. Notwithstanding the foregoing exchange rights, the initial holder of the Common Stock has agreed not to sell or otherwise dispose of the shares of the Common Stock issuable upon the exchange of such securities for a period of six months after March 15, 2024, subject to certain limited exceptions. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On March 20, 2024, the employment agreements between the Company, SCOLP and each of Fernando Castro-Caratini (the Company's Executive Vice President, Chief Financial Officer, Secretary and Treasurer), Bruce Thelen (the Company's Executive Vice President and Chief Operating Officer) and Marc Farrugia (the Company's Executive Vice President and Chief Administrative Officer) were amended. Under the amendments, the Company may pay each of Mr. Castro-Caratini, Mr. Thelen and Mr. Farrugia an annual bonus in an amount up to 200% of his base salary for the applicable bonus year, as determined by the Compensation Committee of the Company's Board of Directors, based on individual goals and objectives for Mr. Castro-Caratini, Mr. Thelen and Mr. Farrugia, respectively, the Company's

01 Other Events

Item 8.01 Other Events On March 15, 2024, the Company's Board of Directors adopted a revised Insider Trading Policy, which is filed as Exhibit 99.1 to this Form 8-K and incorporated by reference in this Item 8.01. The updated policy can also be accessed on our website: https://www.suninc.com/governance-documents.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1 First Amendment to Employment Agreement among Sun Communities, Inc., Sun Communities Operating Limited Partnership and Fernando Castro-Caratini dated March 20, 2024 10.2 Third Amendment to Employment Agreement among Sun Communities, Inc., Sun Communities Operating Limited Partnership and Bruce Thelen dated March 20, 2024 10.3 First Amendment to Employment Agreement among Sun Communities, Inc., Sun Communities Operating Limited Partnership and Marc Farrugia dated March 20, 2024 99.1 Insider Trading Policy 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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. SUN COMMUNITIES, INC. Da ted: March 21 , 2024 By: /s/ Fernando Castro-Caratini Fernando Castro-Caratini, Executive Vice President, Chief Financial Officer, Secretary and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR