UMH PROPERTIES, INC. 8-K

What Happened

• UMH Properties, Inc. announced on May 12, 2026 that it amended its Equity Distribution Agreement and entered into an Amended & Restated At Market Issuance Sales Agreement to enable at‑the‑market (ATM) offerings of both common stock and its 6.375% Series D cumulative redeemable preferred stock.
• Under the amended equity agreement the company can sell up to $150,000,000 aggregate of common stock (inclusive of prior sales). About $44.6 million remained available under the prior equity facility and is available under the amended agreement. Sales will be made through distribution agents (including BMO, J.P. Morgan, Wells Fargo, B. Riley and Compass Point) via Rule 415 ATM methods, including on the NYSE.
• Under the amended preferred agreement UMH can sell up to $100,000,000 aggregate of Series D preferred stock (inclusive of prior sales); about $97.5 million remained available under the prior preferred facility. Sales agents for the preferred offering include B. Riley, Cantor Fitzgerald and Maxim Group. The company may pay up to 2% commission on Series D sales.
• The offerings rely on UMH’s Form S‑3 registration statement filed May 11, 2026 (effective upon filing) and related prospectus supplements dated May 12, 2026. Common stock trades on the NYSE as “UMH” and the Series D preferred as “UMH PRD.”

Key Details

• Common stock ATM capacity: up to $150,000,000 total (inclusive of prior sales); ≈ $44.6M remained as of May 12, 2026.
• Series D preferred ATM capacity: up to $100,000,000 total (inclusive of prior sales); ≈ $97.5M remained as of May 12, 2026.
• Sales format: at‑the‑market offerings under Rule 415, including NYSE trades, negotiated transactions and block trades.
• Selling parties and fees: multiple distribution/sales agents named; preferred sales may carry commissions up to 2% of gross proceeds.

Why It Matters

• This gives UMH flexible, on‑demand access to capital markets to raise cash quickly without a fixed secondary offering. Proceeds are intended for working capital and general corporate uses, such as buying manufactured homes for sale or lease, expanding communities, potential property acquisitions and short‑term debt repayment (including revolving credit borrowings).
• For investors, ATM sales can dilute existing shareholders over time if shares are issued, and actual dilution depends on how much the company sells. The agreements do not require the agents to sell any minimum amount — sales occur at the company’s and agents’ discretion and market conditions.