2025 ANNUAL REPORT
2025 ANNUAL REPORT
UMH PROPERTIES, INC.
UMH Properties, Inc. has a 57-year history of providing quality affordable housing using
manufactured homes in land-lease communities. UMH owns, or has an interest in, and operates
a portfolio of manufactured home communities consisting of 145 communities with 27,100
developed homesites situated in 12 states. Additionally, we have 11,000 rental homes that we
own within these communities. Also, UMH owns approximately 2,300 acres of land for the
development of new sites.
Manufactured home communities satisfy a fundamental need of quality affordable housing. As
home prices continue to rise and available home inventory continues to shrink, the supply of
affordable housing becomes an ever-increasing concern. We are committed to being a part of the
solution to America’s affordable housing crisis.
UMH has long believed that we have an obligation to create sustainable and environmentally
friendly communities that have a positive societal impact. Throughout our history, we have and
continue to develop and invest in environmentally friendly initiatives that will conserve energy
and natural resources. We build, upgrade and manage well-maintained communities that our
residents are proud to call home. We believe in enriching the lives of the people impacted by our
Company, which include our employees, our residents and our neighbors.
OUR VISION
717
NEW RENTAL
UNITS ADDED
4.7%
INCREASE IN
COMMON STOCK DIVIDEND
9%
INCREASE IN
SAME PROPERTY NOI
9%
INCREASE IN
SALES VOLUME(1)
2025 YEAR IN REVIEW
(1)Includes Sebring Square, Rum Runner and Honey Ridge, three
communities owned in joint ventures with Nuveen Real Estate in
which the Company has a 40% interest.
On Our Cover:
WHISPERING PINES, Somerset, PA
Acquired in 2004
On This Page:
LAKE SHERMAN VILLAGE, Navarre, OH
Acquired in 1987
ME
NE
VT
NY
MA
RI
CT
NJ
PA
DE
MD
OH
MI
IN
WV
VA
KY
NC
SC
TN
GA
FL
AL
MS
IL
WI
SITES PER STATE
27,086 SITES
MI
4%
FL
1%
GA
1%
AL
1%
PA
30%
OH
27%
IN
15%
TN
8%
NJ
6%
NY
5%
MD
1%
SC
1%
TOTAL ACREAGE
8,364 ACRES
Total Shale Region Acreage - 3,958
Total Non Shale Region Acreage - 4,406
Vacant
16%
Vacant
12%
Developed
35%
Developed
37%
VACANT ACREAGE PER STATE
2,336 ACRES
IN
8%
OH
22%
NJ
7%
NY
21%
TN
13%
PA
22%
MD
2%
SC
4%
MI
1%
Acquired prior to 2025:
137 communities and 26,000 sites
Acquired in 2025:
5 communities and 600 sites
220 acres to be developed into a
manufactured home community
Marcellus and Utica Shale Regions
Joint Ventures:
3 communities and 500 sites
PROPERTY PORTFOLIO
Page 1
2025 ANNUAL REPORT
UMH Properties, Inc. has been proudly providing the
Nation with quality affordable housing for the past
57-years. Many thanks to our Founder and Chairman,
Eugene Landy, for putting us on the path to success all
those years ago. He continues to guide the company
and ensure that we are well positioned now and in the
future.
We have acquired and improved countless communities
that have appreciated substantially through our value-
added business plan. We have positioned the company
to benefit from the shortage of affordable housing
options, we believe that manufactured housing will
play a key role in the solution to the crisis in the coming
years. Our goal is to increase and preserve the supply
of affordable housing in any market we operate in. We
strive to treat our tenants fairly by investing in our
communities to improve their quality of living while
being fair with our rent increases. We accomplish
this important social mission while generating solid
and growing returns for our shareholders. We believe
that the intrinsic value of the company will become
apparent as we continue to execute on this business
plan.
Over the past 5 years, we have grown the company
through a combination of debt and equity. We have
issued 37.7 million shares of common stock at a
weighted average price of $18.64 per share generating
gross proceeds of $702.9 million and 6.5 million
shares of preferred stock at a weighted average price of
$23.16 per share generating gross proceeds of $150.7
million. Additionally, we have issued two Israeli bonds
generating total proceeds of $182.9 million, and we have
refinanced communities pulling out $211.3 million
above the maturing principal balances. This capital
was utilized to invest in new acquisitions, expansions,
capital improvements, rental homes, greenfield
development and the financing of home sales. The
investments we have made in our communities
have resulted in a substantial increase in value. We
can capture this increase in value without selling
assets through the refinancing of our communities.
Appraisals conducted during the refinance process
document the increase in property level value. We are
then able to use the recycled capital to invest in more
rental homes, expansions and new acquisitions.
We have used this capital to grow the company through
the investment in the following:
1.
We have acquired 16 communities containing
approximately 2,700 sites for a total purchase
price of approximately $150 million. We generally
invest in underperforming communities where
we identify opportunities to outperform the
previous owners. In most cases, we are acquiring
TOTAL REVENUE
($ in millions)
Rental Revenue
Sales of Manufactured Homes
Interest/Dividend Income
$172.2
58% Increase
$50
$100
$150
$200
$250
$300
$350
2025
2024
2023
2022
2021
2020
$194.6
$202.7
$228.2
$249.1
$272.0
DEAR FELLOW SHAREHOLDERS
$0
$25
$50
$75
$100
$125
$150
COMMUNITY NET OPERATING INCOME(1)
($ in millions)
2024
2023
2022
2021
2020
$94.8
$80.2
64% Increase
$91.0
$108.4
$119.7
2025
$131.5
(1)Excludes non-recurring legal and professional fees of $724 for the year
ended December 31, 2025.
Page 2
2025 ANNUAL REPORT
communities with existing vacant sites that can
quickly become income producing through the
investment in our rental homes. This strategy
has allowed us to acquire 3,500 vacant sites that
require only limited site improvements to install
new homes on. Our rental home investments
are our best use of capital. We are earning an
unlevered return of 10% or more in most cases.
2.
We have developed approximately 750 expansion
sites. Investments in expansions take time to
produce meaningful returns because of the infill
pace, but they allow us to generate strong sales
profits and increase the value of our existing
communities. A larger community is more
valuable than a smaller community. We plan to
develop 300 or more sites a year for the next few
years. Additionally, we own 2,300 acres of vacant
land that over time can be developed into 9,300 or
more sites.
3.
We have invested in 4,200 rental homes for a total
purchase price of $325 million. These investments
generally result in unlevered returns of 10% or
more and improve the overall value and quality of
our communities.
4.
We have purchased 6 self storage facilities
containing 551 units for a total purchase price of
$5.7 million.
5.
We have financed approximately $96 million of
home sales at a weighted average yield of 6.94%.
6.
We have invested $34.6 million in three
communities containing 476 sites through our
joint ventures with Nuveen Real Estate.
Over the past 5 years, we have increased normalized
FFO per share by 36% and our dividend by 25%.
The value of all of the above and the value of all of
our 145 communities, 27,100 lots and 11,000 rentals
increase each year based on our strong operating
performance, growing income, best in class platform,
supply and demand and inflation. It remains our
belief that the increased value of our assets each year
actually exceeds our operating income and funds from
operation, but GAAP does not measure that increase
in value. Refinancing does measure the increase in
value, and our refinancings have proven in the past 12
months that these 17 communities increased in value
from our investment of approximately $140 million
to $309 million, an increase of $169 million or 121%.
This demonstrates the effectiveness and success of our
long-term business plan. We believe the future will be
even better than the past as we continue to execute on
our growth strategy, which should result in increased
earnings, property valuations and ultimately our share
price.
Many thanks to our investment banks, regional banks,
analysts, officers, directors, employees, national and
state associations, and to all of our supporters who
have been with us during our 57-year history. All we
accomplish is because we do it together and we thank
each of you for being a part of our mission to profitably
provide quality housing in factory-built homes for sale
or rent.
Very truly yours,
SAMUEL A. LANDY
President and Chief Executive Officer
March 2026
Page 3
2025 ANNUAL REPORT
UMH Properties, Inc. has spent the past 57-years
providing high-quality affordable housing. While the
company has evolved and grown over time, our mission
remains the same. We strive to increase the supply of
affordable housing and improve the communities that
we own and operate. We accomplish this goal through
strategic capital improvements and expansions while
always striving to treat our tenants, employees,
shareholders and stakeholders fairly. Each year is
different than the last, but our long-term business plan
has proven to provide meaningful and growing returns
for our shareholders.
Our mission is more important now than ever before.
The United States has a massive shortage of affordable
housing, which is estimated to be between 4.5 million
and 6 million units. Most of the new housing starts
are not geared to the lower end of the market that
manufactured housing provides. The combination of
higher interest rates and low inventory has decreased
housing affordability. We anticipate a favorable
operating environment, which should result in strong
and growing demand for homes for rent and homes
for sale.
UMH now owns 145 communities containing 27,100
developed homesites and 11,000 rentals. We take
pride in improving the communities and the quality
of life that is provided by living in a UMH community.
Additionally, we have increased the supply of affordable
housing and positioned the company to benefit
through the infill of our acquired vacant sites, the
development of our land and the general appreciation
that comes with long-term real estate investment. We
have accomplished a great deal and believe that we are
on the path to sustained earnings growth and stock
price appreciation.
Our years of hard work in acquiring, improving,
expanding and developing manufactured housing
communities have garnered us a reputation as a leader
in the manufactured housing industry. We have been
advocating for changes to the HUD code that now
allows duplex single section, multi section and in the
near future, two story homes. These changes greatly
increase the value of our existing sites and may allow
us to expand our investment criteria in the future.
Additionally, we have been lobbying for changes
for opportunity zone legislation that will improve
affordable housing supply across the nation and make
it more attractive to set up future opportunity zone
funds. The funds will be managed by UMH and we
will have the first right to purchase any communities
from the fund. This structure would allow us to grow
through development and turnaround acquisitions
while limiting the impact on UMH’s earnings per share.
Drone videos of our communities are available at
www.umh.reit and truly show the high quality of UMH’s
communities and the standard of living provided
through manufactured housing. We take great pride in
executing our business plan while working to provide
quality affordable housing.
We are proud of all that we have accomplished over
the past 57-years and expect to accomplish much more
over the coming years.
Very truly yours,
EUGENE W. LANDY
Chairman of the Board
March 2026
LETTER FROM THE CHAIRMAN
Page 4
2025 ANNUAL REPORT
Kiernan “KC” Conway was a nationally recognized economist who worked with the Federal
Reserve Bank of Atlanta, the Federal Reserve Bank of New York, and the University of
Alabama, among others. He had a strong focus on commercial real estate with a sharp
analytical mind that helped to guide us throughout many business cycles.
KC was the quintessential director that any shareholder could ever want in overseeing the
long-term interests of UMH. We were very fortunate to have KC serve on our board and his
core principles of integrity, good governance, and conservative management will remain in
his absence.
On behalf of all UMH stakeholders, please know that it has truly been an honor working
alongside KC. He will be missed but not forgotten.
A TRIBUTE TO KIERNAN “KC” CONWAY
Kiernan “KC” Conway
Born August 9th, 1962
Departed April 28th, 2025
Page 5
2025 ANNUAL REPORT
2025 YEAR IN REVIEW
PINE MANOR, Carlisle, PA
Acquired in 1969
•
Increased Rental and Related Income by 10%;
•
Increased Community Net Operating Income
(“NOI”) by 9%;
•
Increased Normalized Funds from Operations
(“Normalized FFO”) by 15%;
•
Increased Normalized FFO per diluted share by 2%
from $0.93 per diluted share in 2024 to $0.95 per
diluted share in 2025;
•
Increased Same Property NOI by 9%;
•
Increased Same Property Occupancy by 80 basis
points from 87.5% to 88.3%;
•
Improved our Same Property expense ratio from
39.7% at yearend 2024 to 39.3% at yearend 2025;
•
Acquired
five
communities
containing
587
homesites for a total cost of approximately $41.8
million;
•
Increased Sales of Manufactured Homes by 4%;
•
In May 2025, completed the addition of ten
communities to our Fannie Mae credit facility
through Wells Fargo Bank, N.A., for total proceeds
of approximately $101.4 million. This interest only
loan for these ten communities is at a fixed rate of
5.855% with a 10-year term;
•
In November 2025, completed the addition of
another seven communities to our Fannie Mae
credit facility through Wells Fargo Bank, N.A., for
total proceeds of approximately $91.8 million. The
interest only loan for these seven communities is at
a fixed rate of 5.46% with a 9-year term;
•
Issued approximately $80.2 million aggregate
principal amount of 5.85% Series B Bonds due
2030 in an offering to investors in Israel;
•
Amended our $35 million revolving line of credit
with OceanFirst Bank to extend the maturity date
to June 1, 2027;
•
Raised our quarterly common stock dividend by
$0.01 representing a 4.7% increase to $0.225 per
share or $0.90 annualized, representing our fifth
consecutive common stock dividend increase
within the last five years, resulting in a total increase
of $0.18 or 25% over this period;
•
Issued and sold approximately 2.6 million shares
of Common Stock through our At-the-Market Sale
Program at a weighted average price of $17.59 per
share, generating gross proceeds of $45.1 million
and net proceeds of $44.1 million, after offering
expenses;
•
Issued and sold approximately 93,000 shares of
Series D Preferred Stock through our At-the-
Market Sale Programs at a weighted average price
of $22.93 per share, generating gross proceeds of
$2.1 million and net proceeds of $2.0 million, after
offering expenses; and
•
Subsequent
to
yearend,
issued
and
sold
approximately 66,000 shares of Series D Preferred
Stock through our At-the-Market Sale Program
at a weighted average price of $22.51 per share,
generating gross proceeds and net proceeds, after
offering expenses, of $1.5 million.
During 2025, UMH made substantial progress on multiple fronts – generating solid operating results, achieving
strong growth and improving our financial position. We have:
THE RIVER BLUFF ESTATES GRAND OPENING
Memphis, TN / November 2025
OUR ACCOMPLISHMENTS
Page 8
2025 ANNUAL REPORT
Since 2010, UMH has tripled the size of the company by
acquiring 112 communities containing approximately
19,400 developed homesites. These communities were
acquired with a blended occupancy rate of 74% for a
total purchase price of $658 million or $34,000 per site.
We have improved the overall quality of housing at each
of these locations, which has driven increased demand,
occupancy, and income. The improvements we make
to the communities and the correlated increases in
occupancy and revenue result in a substantial increase
in property values. UMH can capture the value created
through financing and refinancing these communities.
In 2025, UMH successfully refinanced 17 communities
generating total proceeds of $193 million at a weighted
average interest rate of 5.67%. This capital was used to
repay existing debt, invest in our rental home program,
fund capital improvements, acquire new communities
and buy back our common stock. The appraisals
conducted for the refinancing demonstrate the value
created by our business plan. Our total investment in
these communities was approximately $140 million
($37,000 per site). As a result of our improvements and
development, these communities are now appraised at
approximately $309 million ($82,000 per site), creating
$169 million in additional value, a 121% increase.
We are optimistic that compelling acquisition
opportunities will become available to us in 2026. With
$72 million in cash and limited debt maturities, we are
well positioned with a strong balance sheet to execute
on these opportunities as they become available to us.
With a reduced cost of capital, we should be able to
be active in the value-add and stabilized acquisition
market.
VALUE-ADD ACQUISITIONS
“UMH has a 57-year history of maintaining and increasing the supply of quality affordable
housing for our Nation. This important social mission is accomplished while generating
strong returns for our shareholders. We positioned the company for continued growth
through the occupancy of our vacant sites and the development of our vacant land.”
- Samuel A. Landy, President and Chief Executive Officer
COMPELLING BUSINESS PLAN
IRIS WINDS, Sumter, SC
Acquired in 2021, with 94 additional acres available for future expansion.
Page 9
2025 ANNUAL REPORT
Rental homes in our communities are a key component
of the success of our acquisition program. They provide
us with the fastest infill rate, improve the aesthetics
of the community and provide solid returns. We have
worked with our manufacturers to design our homes so
that they can withstand normal rental wear and tear. We
currently have a portfolio of 11,000 rental homes that
are 93.8% occupied. Our average rents are $1,044 per
month. We plan to grow our portfolio of rental homes
by 800 units or more annually. With 3,500 vacant sites,
UMH has the ability to grow revenue through the
investment in 800 rental units per year for the next five
years. Our rental home investments yield an unlevered
return of approximately 10% annually.
In 2025, UMH added 717 new rental homes to our
portfolio. The new rental homes resulted in increased
same property occupancy of 80 basis points, or 354
units. This, along with our 5% annual rent increases,
generated an increase in same property income of 8%
and an increase in same property NOI of 9%.
8,300
8,700
9,100
10,000
10,300
11,000
0
3,000
6,000
9,000
12,000
2025
2024
2023
2022
2021
2020
GROWTH OF RENTAL HOME PORTFOLIO(1)
Increase of 2,700 homes - 33%
RENTAL HOME OPERATIONS
MEMPHIS BLUES, Memphis, TN
Redeveloped in 2017 with 62 additional acres available for a future expansion.
(1)Includes Sebring Square, Rum Runner and Honey Ridge, three communities owned in joint ventures with Nuveen Real Estate in which the Company has a 40% interest.
Page 10
2025 ANNUAL REPORT
$0
$10
$20
$30
$40
$50
2025
2024
2023
2022
2021
2020
INCREASE IN SALES(1)
# of Homes Sold
Sales ($ in millions)
323
370
301
341
394
$36.4
369
0
100
200
300
400
500
$33.5
$31.2
$25.3
$27.1
$20.3
In 2025, our taxable REIT subsidiary, UMH Sales and
Finance, Inc., had another strong year. Gross revenue
from home sales, including Honey Ridge, was $36.4
million. We sold 369 homes, of which 161 were new and
208 were used. Our average sales price for new homes
was $150,000 and our average sales price for used homes
was $59,000. As we continue to improve the overall
quality of our communities, we are experiencing an
increase in sales demand. Additionally, we are opening
several well-located expansions that should generate
additional sales and sales profits.
In 2025, we financed, through our third-party lending
program, $23.2 million of our home sales, which was 64%
of our total home sales. We have grown our portfolio of
manufactured home loans to $100 million. The portfolio
has a weighted average interest rate of approximately
7.0%. Manufactured homes are approximately 40%
less expensive than stick-built homes, but historically
manufactured home loans cost 40% more. These higher
interest rates reduce the affordability of our product.
However, our interest rates are now 6.25%, which is in
line with conventional mortgage rates. Our financing
program helps to increase sales and demonstrates the
affordability of our product.
MEADOWS OF PERRYSBURG, Perrysburg, OH
Acquired in 2018 with 37 additional acres available
for a future expansion.
SALES AND FINANCE
RIVER BLUFF ESTATES & OFFICE OF UMH SALES AND FINANCE, INC., Memphis, TN
Developed in 2024
(1)Includes Sebring Square, Rum Runner and Honey Ridge, three communities owned
in joint ventures with Nuveen Real Estate in which the Company has a 40% interest.
Page 11
2025 ANNUAL REPORT
In 2025, we completed the construction of 34 sites.
This expansion, along with other expansions we have
completed recently, are well-located in markets with
strong sales demand. Expansions create operating
efficiencies in which each site generates additional
revenue without an increase in fixed operating costs.
The average development cost is approximately $75,000
per homesite. We expect to develop 300 or more sites
in 2026. Our goal is for home sales in expansions to
generate sales profits of $30,000 or more per home,
which reduces the cost to develop the site and increases
our yield. Once stabilized, expansion sites yield more
than what is available in the acquisition market
and substantially increase the value of the existing
community.
We have an additional 2,300 vacant acres, which can
potentially be developed into 9,300 homesites. This
vacant land adjoining our properties and our vacant
sites give us the ability to internally grow the company
for the foreseeable future.
SITES ENGINEERED FOR EXPANSION
0
500
1,000
1,500
2,000
2029 and
thereafer
2028
2027
2026
593
885
355
1,475
RIVER BLUFF ESTATES, Memphis, TN
Developed in 2024 with 60 additional acres available for a future expansion.
VACANT LAND EXPANSIONS
SPRINGFIELD MEADOWS, Springfield, OH
Expansion developed in 2025 with 58 additional acres available for a future expansion.
Page 12
2025 ANNUAL REPORT
Our long-term business plan, as outlined throughout
our annual report, results in the significant appreciation
of our assets. This increase in value is captured and
documented through our refinancings. We are then
able to invest the mortgage proceeds into additional
expansions, rental homes, capital improvements,
acquisitions and more, which should result in further
earnings growth and an increase in our total market
capitalization.
In 2025, we successfully refinanced 17 communities for
total proceeds of $193 million, of which $87 million
was used to pay off the outstanding principal balance,
and the additional capital was used to repay existing
debt, invest in our rental home program, fund capital
improvements, acquire new communities and buy
back our common stock. It’s important to note that the
appraisals conducted for the refinancings demonstrate
the value created by our business plan. Our total
investment in these communities was approximately
$140 million ($37,000 per site). As a result of our
improvements and development, these communities are
now appraised at approximately $309 million ($82,000
per site), creating $169 million in additional value, a
121% increase.
HARVESTING VALUE
HOLIDAY VILLAGE, Nashville, TN
Acquired in 2013
Page 13
2025 ANNUAL REPORT
UMH plans on utilizing these benefits. UMH can
manage, develop, and improve manufactured housing
communities in opportunity zones using long term
patient capital from investors with capital gains.
Investors receive the biggest benefit, no capital gains
tax or depreciation recapture on their OZ Fund
investment, after holding for 10 years. UMH will have a
bigger acquisition pipeline as deals will be structured to
have UMH as the anticipated buyer after 10 years with
UMH receiving a promote and fees. UMH is uniquely
positioned to take advantage of rural opportunity zones
as roughly half of UMH’s current communities located
within opportunity zones are likely to be deemed rural.
In 2022, UMH formed an OZ Fund to develop and
redevelop
manufactured
housing
communities
located in qualified opportunity zones. Many of these
economically distressed communities have a great need
for workforce housing. Workforce housing incentivizes
businesses to invest in these areas.
The OZ Fund owns two manufactured home
communities, Garden View Estates and Mighty Oak.
Garden View Estates, located in Orangeburg, SC,
was purchased in August 2022 for $5.2 million. This
community contains 181 developed homesites, of which
59% are occupied. Mighty Oak, located in Albany,
GA, was purchased in January 2023 for $3.7 million.
This brand-new community contains 117 developed
homesites, of which 36% are occupied. Although we
still have over 140 sites to occupy, excluding interest
and depreciation, for 2025, the OZ Fund had a net profit
of $639,000.
Tax Advantages
Tax Advantages
Investing in the OZ Fund minimized the tax effect of
capital gains to our shareholders. During 2022, UMH
realized considerable capital gains through its securities
portfolio. These capital gains, along with capital gains
invested by outside investors, are tax-deferred until
December 31, 2026. For outside investors, capital
remaining in the OZ Fund for at least 10 years results
in the cost basis of the property being equal to the fair
market value on the date of sale, resulting in no taxable
capital gains.
Government Relations Advantages
Government Relations Advantages
The OZ Fund improves government relations by utilizing
programs the government has created to further the
government’s goals of providing affordable housing
and investing in areas that have been underappreciated.
UMH is creating and maintaining relationships with
federal, state and local governments by participating in
these programs.
MIGHTY OAK, Albany, GA
Acquired in 2023
PRE OBBB
POST OBBB
Latest date for investors to defer
capital gain until
December 31, 2026
5 years from the investment date in an
OZ Fund
Amount capital gains tax is reduced
by
No longer able to reduce capital gains
tax
In a rural OZ fund 30% and non
rural OZ fund 10% after holding
investment for 5 years
Required investment amount
needed to qualify as a substantial
improvement
100% of adjusted basis
50% of adjusted basis if investment is
in a rural OZ Fund, otherwise 100%
2025 brought exciting news for opportunity zone (“OZ”) investing. With the One Big Beautiful Bill Act (“OBBB”)
being signed in July 2025, the Opportunity Zone program became more attractive for UMH and investors. The
following demonstrates the new enhanced benefits:
OPPORTUNITY ZONE FUND
Page 14
2025 ANNUAL REPORT
UMH has grown through value-add acquisitions by
acquiring manufactured housing sites in good markets
significantly below replacement cost. We have done
an outstanding job on this front, but our success
has led to imitation, which has driven increased
competition ultimately leading to increased prices so
that communities now sell for more than replacement
cost. We still intend to grow by value-add acquisitions,
but fewer deals are meeting our growth criteria. We
can now become a leader in the development of new
communities.
In order to fund these developments, limit the short-
term impact on FFO and reduce our risk, we have
entered into two joint ventures with Nuveen Real Estate.
The purpose of these joint ventures is for the acquisition
and development of communities in the process of
being developed or that have been developed within
the past 12 months. Nuveen has a 60% equity position
while UMH has a 40% share in the joint ventures. UMH
receives fees for assets under management, property
management, and development, and also participates
in a favorable promote structure when IRR targets are
exceeded. UMH will also have the right to purchase
these communities from the joint ventures, which
will enhance our future acquisition pipeline. We are
very happy to partner with Nuveen and look forward
to investing in and developing many communities
together.
Through this joint venture relationship, we own two
communities in Sebring, Florida, containing 363 sites
and one community in Honey Brook, Pennsylvania
containing 113 sites. We are making progress installing,
selling and renting homes at these communities. Our
Sebring communities are highly amenitized with a
clubhouse, swimming pool, bocce ball courts, pickleball
courts, dog park and more. These are some of the highest
quality communities in the country. Honey Ridge also
has high quality amenities, such as two playgrounds, a
walking trail, a pickleball court, a dog park and a serenity
garden. We look forward to developing communities
like these throughout the country.
JOINT VENTURES
HONEY RIDGE, Honey Brook, PA
Developed in 2025 with 26 additional acres available for a future expansion.
HONEY RIDGE, Honey Brook, PA
Developed in 2025
UMH TEAM AT THE HONEY RIDGE GRAND OPENING
June 2025
Page 15
2025 ANNUAL REPORT
At UMH, sustainability is embedded in our mission
and operations. We address the Nation’s housing
affordability challenge by delivering high-quality,
attainable housing in both metropolitan and rural
markets, without reliance on government subsidies. We
believe responsible social and environmental practices
strengthen communities while supporting long-term
shareholder value.
In 2025, UMH added 717 new rental homes while
maintaining an average monthly rent of $1,044 as of
December. Our communities provide high-quality
affordable housing options for lower-income households
across the MSAs in which we operate. In addition to
affordability, we prioritize resident well-being through
investments in enhanced security technologies and
partnerships with local authorities. In total, we have 26
communities with Flock license plate readers and added
cameras and security systems to over 40 communities
in the past two years.
Environmental
stewardship
remains
central
to
our housing strategy. A majority of the homes we
purchase are built to ENERGY STAR® standards, and
approximately 28% of rental homes purchased during
the year qualified as Zero Energy Ready Homes (ZERH).
These high-performance homes improve energy
efficiency and help reduce utility costs for residents.
UMH continues to advance renewable energy
innovation within manufactured housing. During the
year, we pioneered the first solar shingle installations
on manufactured homes. Once fully operational, these
systems are projected to generate more than 110,000
kWh annually and offset approximately 74 metric tons
of CO₂ per year. Over their lifetime, the systems are
expected to generate approximately 2.6 million kWh.
We are also expanding renewable initiatives at the
community level. Our first solar array project, currently
under municipal review, is designed with a 240.7 kW
capacity and is projected to generate 339.4 MWh
annually covering 100% of one community’s electricity
needs. In addition, we entered our first community
solar program in New York, projected to generate
approximately 736,000 kWh annually and offset
approximately 515 metric tons of CO₂. These efforts
build on our prior transition of over 2 million kWh of
electricity supply in Pennsylvania to renewable sources.
Strong governance underpins our sustainability efforts.
Our Board of Directors, through its Sustainability
Subcommittee of the Nominating and Corporate
Responsibility Committee, provides oversight of the
Company’s sustainability strategy, ensuring these
objectives are integrated into broader business goals.
UMH has implemented a formal Human Rights Policy
and maintains robust ethics and compliance programs,
including anti-corruption policies and whistleblower
protections. We take data privacy and cybersecurity
seriously, investing in security infrastructure to protect
resident and financial data. We actively engage with
residents, local officials, shareholders, and other
stakeholders to ensure our approach aligns with their
interests.
Sustainability at UMH is an ongoing progression
that benefits everyone involved. For a more detailed
analysis, please visit our annual Sustainability Report at
www.umh.reit.
SUSTAINABILITY
Page 16
2025 ANNUAL REPORT
UMH participated for the fifth consecutive year in
HUD’s 2025 Innovative Housing Showcase held in
September, presenting three manufactured homes
in partnership with Cavco Industries, Champion
Homes, and Ritz-Craft. The homes were displayed
on the National Mall before key decision-makers and
policymakers, including U.S. Senators, Members of
Congress, the HUD Secretary, and federal and state
housing officials.
The event provided an important platform for
discussions surrounding zoning reform, improved
access to financing, and modernization of the HUD
Code to support expanded design flexibility, including
multistory construction. These conversations continue
to advance the manufactured housing industry and
shape policies that support broader adoption of
attainable housing solutions.
The showcase was also open to the public, drawing
thousands of visitors, many of whom toured a
manufactured home for the first time. Following
the event, the homes were transported to UMH
communities in Maryland, Pennsylvania and New York.
This demonstrates their real-world application within
our portfolio.
The homes featured modern design elements including
tray ceilings, open-concept kitchens, customizable
finishes, ENERGY STAR® certifications, and high-
efficiency appliances, all constructed in a controlled
factory environment to ensure quality and efficiency.
A key innovation introduced at the 2025 showcase was
the integration of solar shingles paired with a battery
storage system. This advanced solar configuration
enhances energy independence, reduces utility costs,
and can power essential home equipment for up to 24
hours during outages. The battery system includes smart
technology with storm-tracking capabilities and Wi-Fi
connectivity, allowing it to independently fully charge
before storms. The battery can be charged from either
solar shingles or the grid during low-demand periods
and deploys stored energy when needed, providing
added resilience and reliability for residents.
UMH’s participation in the event since its inception
underscores the Company’s commitment to advancing
innovative,
factory-built
housing
solutions
that
promote affordability, sustainability, and access to
homeownership. We are proud to work alongside HUD
and the Manufactured Housing Institute in advancing
forward-thinking housing solutions.
SHOWCASING INNOVATIVE HOUSING IN WASHINGTON, D.C.
SCOTT TURNER, U.S. SECRETARY OF HOUSING AND URBAN
DEVELOPMENT (HUD) on the left, SAM LANDY, CEO OF UMH on the right
INNOVATIVE SOLAR SHINGLE ROOFING
HUD Innovative Housing Showcase, Washington, D.C. / September 2025
UMH TEAM WITH SCOTT TURNER
UMH MODEL HOME
Page 17
2025 ANNUAL REPORT
RECENT SHARE ACTIVITY
UMH Properties, Inc. common shares are traded on the New York Stock Exchange (NYSE:UMH) and Tel Aviv Stock Exchange (TASE:UMH).
2025
2024
2023
2022
2021
2020
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$2,481.7
$2,021.6
Equity Market Capitalization
Preferred Equity
Total Debt
$1,585.1
$2,373.3
$1,914.4
($ in millions)
$2,434.1
54% Increase
2025
2024
High
Low
Distribution
High
Low
Distribution
First Quarter
$19.14
$17.31
$0.215
$16.46
$ 14.09
$0.205
Second Quarter
19.02
15.74
0.225
16.61
14.73
0.215
Third Quarter
17.44
14.37
0.225
20.64
15.83
0.215
Fourth Quarter
16.39
13.95
0.225
20.42
18.13
0.215
Total Distribution
$0.89
$0.85
Normalized FFO per Diluted Share
$0.95
$0.93
Share Volume
Opening Price
Closing Price
Dividend Paid
Total Return
(in thousands)
2025
126,828
$18.88
$15.91
$0.89
-11.02%
2024
107,236
15.32
18.88
0.85
29.54%
2023
103,908
16.10
15.32
0.82
0.16%
2022
73,683
27.33
16.10
0.80
-38.65%
2021
61,549
14.81
27.33
0.76
91.42%
2020
39,972
15.73
14.81
0.72
-0.71%
COMPANY GROWTH
Page 18
2025 ANNUAL REPORT
(Dollars in thousands except per share amounts) (unaudited)
Operating Information
2025
2024
2023
2022
2021
Number of Communities(1)
142
137
135
134
127
Total Sites(1)
26,610
25,896
25,766
25,568
24,025
Rental and Related Income
$
226,713
$
207,019
$
189,749
$
170,434
$
159,010
Community Operating Expenses(2)
$
95,253
$
87,354
$
81,343
$
75,660
$
68,046
Community NOI(2)
$
131,460
$
119,665
$
108,406
$
94,774
$
90,964
Expense Ratio
42.0%
42.2%
42.9%
44.4%
42.8%
Sales of Manufactured Homes
$
35,041
$
33,533
$
31,176
$
25,342
$
27,089
Number of Homes Sold
360
394
341
301
370
Number of Rentals Added, net
571
364
871
392
454
Net Income (Loss)
$
26,275
$
21,441
$
7,851
$
(4,972)
$
51,088
Net Income (Loss) Attributable to Common
Shareholders
$
5,966
$
2,472
$
(8,714)
$
(36,265)
$
21,249
Adjusted EBITDA, excluding Non-Recurring
Other Expense
$
127,284
$
113,958
$
101,870
$
89,926
$
90,313
FFO Attributable to Common Shareholders
$
75,967
$
66,259
$
51,069
$
28,489
$
39,149
Normalized FFO Attributable to Common
Shareholders
$
80,098
$
69,489
$
54,533
$
46,840
$
41,144
Shares Outstanding and Per Share Data
Weighted Average Shares Outstanding
Basic
84,067
74,114
63,068
54,389
46,332
Diluted
84,694
74,912
63,681
55,325
47,432
Net Income (Loss) Attributable to Common
Shareholders per Share
Basic
$
0.07
$
0.03
$
(0.15)
$
(0.67)
$
0.46
Diluted
$
0.07
$
0.03
$
(0.15)
$
(0.67)
$
0.45
FFO per Share
Basic
$
0.90
$
0.89
$
0.81
$
0.52
$
0.84
Diluted
$
0.90
$
0.88
$
0.80
$
0.51
$
0.83
Normalized FFO per Share
Basic
$
0.95
$
0.94
$
0.86
$
0.86
$
0.89
Diluted
$
0.95
$
0.93
$
0.86
$
0.85
$
0.87
Dividends per Common Share
$
0.89
$
0.85
$
0.82
$
0.80
$
0.76
Balance Sheet
Total Assets
$
1,699,036
$
1,563,728
$
1,427,577
$
1,344,596
$
1,270,820
Total Liabilities
$
791,840
$
647,819
$
720,783
$
793,400
$
528,680
Market Capitalization
Total Debt, Net of Unamortized Debt
Issuance Costs
$
761,227
$
614,722
$
690,017
$
761,676
$
499,324
Equity Market Capitalization
$
1,349,971
$
1,546,449
$
1,041,422
$
927,298
$
1,411,624
Series C Preferred Stock
$
0
$
0
$
0
$
0
$
247,100
Series D Preferred Stock
$
322,899
$
320,572
$
290,180
$
225,379
$
215,219
Total Market Capitalization
$
2,434,097
$
2,481,743
$
2,021,619
$
1,914,353
$
2,373,267
(1)Excludes Sebring Square, Rum Runner and Honey Ridge, three communities owned in joint ventures with Nuveen Real Estate in which the Company has a 40% interest.
(2)Excludes non-recurring legal and professional fees of $724 for the year ended December 31, 2025.
FINANCIAL HIGHLIGHTS
Page 19
2025 ANNUAL REPORT
8,500
9,000
9,500
10,000
10,500
11,000
11,500
$0
$50
$100
$150
$200
$250
$300
Community NOI
Community
Operating Expenses
Rental and
Related Income
Occupied Rentals
Total Rentals
10,183
9,570
$123.4
$81.2
$204.7
$221.5
$87.0
$134.5
2025
2024
2025
2024
SAME PROPERTY PERFORMANCE
SAME PROPERTY RENTAL OCCUPANCY
10,731
10,064
9.0% Increase
7.1% Increase
8.2% Increase
5.4% Increase
5.2% Increase
December 31, 2025
December 31, 2024
Total Sites
25,765
25,619
Occupied Sites
22,759
22,405
Occupancy %
88.3%
87.5%
Number of Properties
134
134
Total Rentals
10,731
10,183
Occupied Rentals
10,064
9,570
Rental Occupancy
93.8%
94.0%
Monthly Rent Per Site
$571
$544
Monthly Rent Per Home Including Site
$1,041
$987
($ in millions)
SAME PROPERTY STATISTICS
Page 20
2025 ANNUAL REPORT
COMPANY 10-K
Visit www.umh.reit for drone videos of our communities.
-1-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period ____________________ to _____________________
Commission File Number 001-12690
UMH Properties, Inc.
(Exact name of registrant as specified in its charter)
Maryland
22-1890929
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer identification number)
3499 Route 9, Suite 3C, Freehold, New Jersey
07728
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code (732) 577-9997
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common Stock, $0.10 par value
UMH
New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value
UMH PRD
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. X Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes X No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. X Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). X Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2
of the Exchange Act.
Large accelerated filer
X
Accelerated filer
Non-accelerated filer
Smaller reporting company
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.
____
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. X
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any
of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes X No
Based upon the assumption that directors and executive officers of the registrant are not affiliates of the registrant, the aggregate market value of the voting stock of
the registrant held by nonaffiliates of the registrant at June 30, 2025 was $1.4 billion. Presuming that such directors and executive officers are affiliates of the
registrant, the aggregate market value of the voting stock of the registrant held by nonaffiliates of the registrant at June 30, 2025 was $1.3 billion.
The number of shares outstanding of issuer's Common Stock as of February 24, 2026 was 85,016,121 shares.
Documents Incorporated by Reference:
-Part III incorporates certain information by reference from the Registrant’s definitive proxy statement for the 2026 Annual Meeting of Shareholders,
which will be filed no later than 120 days after the close of the Registrant’s fiscal year ended December 31, 2025.
-2-
TABLE OF CONTENTS
PART I ....................................................................................................................................... 3
Item 1 – Business ..................................................................................................................... 3
Item 1A – Risk Factors ........................................................................................................... 10
Item 1B – Unresolved Staff Comments ...................................................................................... 26
Item 1C – Cybersecurity .......................................................................................................... 26
Item 2 – Properties ................................................................................................................. 28
Item 3 – Legal Proceedings ...................................................................................................... 42
Item 4 – Mine Safety Disclosures .............................................................................................. 42
PART II .................................................................................................................................... 42
Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities .............................................................................................................. 42
Item 6 – [Reserved] ................................................................................................................ 44
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations ....... 44
Item 7A – Quantitative and Qualitative Disclosures about Market Risk ............................................ 54
Item 8 – Financial Statements and Supplementary Data ................................................................. 55
Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ....... 55
Item 9A – Controls and Procedures ........................................................................................... 55
Item 9B – Other Information .................................................................................................... 57
Item 9C – Disclosure Regarding Foreign Jurisdiction that Prevent Inspections ................................... 57
PART III ................................................................................................................................... 57
Item 10 – Directors, Executive Officers and Corporate Governance ................................................. 57
Item 11 – Executive Compensation ........................................................................................... 57
Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters .......................................................................................................................... 58
Item 13 – Certain Relationships and Related Transactions, and Director Independence ........................ 58
Item 14 – Principal Accountant Fees and Services ........................................................................ 58
PART IV………………..…………………….……………………………………………….59
Item 15 – Exhibits and Financial Statement Schedules .................................................................. 59
Item 16 – Form 10-K Summary ................................................................................................ 64
SIGNATURES ........................................................................................................................... 65
-3-
PART I
Item 1 – Business
General Development of Business
UMH Properties, Inc. (“UMH”), together with its predecessors and consolidated subsidiaries, are referred to
herein as “we”, “us”, “our”, or “the Company”, unless the context requires otherwise.
UMH is a Maryland corporation that operates as a self-administered and self-managed qualified real estate
investment trust (“REIT”) under Sections 856-860 of the Internal Revenue Code (the “Code”). The Company elected
REIT status effective January 1, 1992 and intends to maintain its qualification as a REIT in the future. As a qualified
REIT, with limited exceptions, the Company will not be taxed under Federal and certain state income tax laws at the
corporate level on taxable income that it distributes to its shareholders. For special tax provisions applicable to REITs,
refer to Sections 856-860 of the Code.
UMH was incorporated in the state of New Jersey in 1968. On September 29, 2003, UMH changed its state
of incorporation from New Jersey to Maryland by merging with and into a Maryland corporation. Our executive
office is located in Freehold, New Jersey.
Description of Business
The Company’s primary business is the ownership and operation of manufactured home communities –
leasing manufactured homesites to residents. The Company also leases manufactured homes to residents and, through
its wholly-owned taxable REIT subsidiary, UMH Sales and Finance, Inc. (“S&F”), sells and finances the sale of
manufactured homes to residents and prospective residents of our communities and for placement on customers’
privately-owned land. In 2022, the Company also formed an opportunity zone fund, UMH OZ Fund, LLC (“OZ
Fund”), to acquire, develop and redevelop manufactured home communities requiring substantial capital investment
and located in areas designated as Qualified Opportunity Zones by the Treasury Department pursuant to a program
authorized under the Tax Cuts and Jobs Act of 2017 (the “TCJA”). The purpose of this program is to encourage long-
term investment in economically distressed areas. The Company holds a 77% interest in the OZ Fund, which owns
two communities, located in South Carolina and Georgia.
As of December 31, 2025, the Company operated a portfolio of 145 manufactured home communities, of
which 142 are majority owned and are included in our consolidated operations with the remaining three owned through
our joint ventures with Nuveen Real Estate (“Nuveen” or “Nuveen Real Estate”) in which the Company has a 40%
interest. One of these joint ventures owns two communities in Florida (Sebring Square and Rum Runner) and one joint
venture owns one community in Pennsylvania (Honey Ridge). Of the 142 majority owned communities, 140 are
owned 100% by the Company with the remaining two owned by the Company’s Opportunity Zone Fund, in which
the Company has a 77% interest. (See “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and Note 5 “Investment in Joint Ventures” and Note 6 “Opportunity Zone Fund” of the Notes to
Consolidated Financial Statements). The Company’s portfolio of 145 communities contain a total of approximately
27,100 developed homesites, of which 11,000 contain rental homes that are leased to residents. These 145
communities are located in twelve states consisting of New Jersey, New York, Ohio, Pennsylvania, Tennessee,
Indiana, Maryland, Michigan, Alabama, South Carolina, Florida and Georgia. In addition, the Company has over
1,000 self-storage units available for leasing by residents.
A manufactured home community is designed to accommodate detached or semi-attached, single-family
manufactured homes. These manufactured homes are produced off-site by manufacturers and installed on sites within
the communities. These homes may be improved with the addition of features constructed on-site, including garages,
screened rooms and carports. Manufactured homes are available in a variety of designs and floor plans, offering many
amenities and custom options. Each homeowner leases the site from the Company on which the manufactured home
is located. Generally, the Company owns the underlying land, utility connections, streets, lighting, driveways,
common area amenities and other capital improvements and is responsible for enforcement of community rules and
regulations and maintenance.
Manufactured homes are accepted by the public as a viable and economically attractive alternative to
conventional site-built single-family housing. The affordability of the modern manufactured home makes it a very
-4-
attractive housing alternative. Depending on the region of the country, prices per square foot for a new manufactured
home average up to 50 percent less than a comparable site-built home, excluding the cost of land. This is due to a
number of factors, including volume purchase discounts, inventory control of construction materials and control of all
aspects of the construction process, which is generally a more efficient, environmentally friendly and streamlined
process as compared to a site-built home. In addition, manufactured homes are built in factories, shielded from the
weather-related elements, using a controlled environment for efficiency and quality, with components assembled and
inspected before being transported to the final site.
Modern residential land lease communities are similar to typical residential subdivisions containing central
entrances, paved well-lit streets, curbs and gutters. Generally, modern manufactured home communities contain
buildings for recreation, green areas, and other common area facilities, all of which are the property of the community
owner. In addition to such general improvements, certain manufactured home communities include recreational
improvements such as swimming pools, splash pads, tennis & pickleball courts, dog parks and playgrounds.
Municipal water and sewer services are available in some manufactured home communities, while other communities
supply these services on-site.
Typically, our leases are on an annual or month-to-month basis, renewable upon the consent of both parties.
In some of our states, we offer 25-year leases to purchasers of new homes that limit rent increases to 5% or CPI,
whichever is greater. The community manager sells or leases homes to fill vacant sites, collects rent and finance
payments, ensures compliance with community regulations, maintains common areas and community facilities and is
responsible for the overall appearance of the community. The homeowner is responsible for the maintenance of the
home and leased site. As a result, our capital expenditures tend to be less significant relative to multifamily rental
apartments. Manufactured home communities produce predictable income streams and provide protection from
inflation due to the ability to annually increase rents.
Many of our communities compete with other manufactured home communities located in the same or nearby
markets that are owned and operated by other companies in our business. We generally monitor the rental rates and
other terms being offered by our competitors and consider this information as a factor in determining our own rental
rates. In addition to competing with other manufactured home community properties, our communities also compete
with alternative forms of housing such as apartments and single-family homes.
In connection with the operation of its communities, UMH also leases manufactured homes to prospective
tenants. As of December 31, 2025, UMH owned approximately 10,900 rental homes, not including rental homes in
the joint venture communities, representing approximately 41% of its developed homesites. The Company engages in
the rental of manufactured homes primarily in areas where the communities have existing vacancies. The rental homes
produce income from both the home and the site which might otherwise be non-income producing.
Inherent in the operation of a manufactured home community is the development, redevelopment, and
expansion of our communities. In addition to leasing manufactured homes to residents, through the Company’s 100%
owned, fully consolidated subsidiary S&F, the Company sells and finances the sale of manufactured homes in our
communities, with the financing administered through a third-party lending program with Triad Financial Services.
S&F was established to enhance the value of our communities by filling sites that may otherwise be vacant. The home
sales business is operated as it is with traditional homebuilders, with sales centers, model homes, an inventory of
completed homes and the ability to supply custom designed homes based upon the requirements of the new
homeowners. In addition, our sales centers can earn a profit by selling homes to customers for placement on their
own private land.
Investment and Other Policies
The Company may invest in improved and unimproved real property and may develop unimproved real
property. Such properties may be located throughout the U.S. but the Company has generally concentrated on the
Northeast, Midwest and Southeast. Since 2010, we have quadrupled the number of developed homesites by
purchasing 112 communities containing approximately 19,400 homesites. We are focused on acquiring communities
with significant upside potential and leveraging our expertise to build long-term capital appreciation.
Our growth strategy involves purchasing well-located communities in our target markets. As part of our
growth strategy, we intend to evaluate potential opportunities to expand into additional geographic markets, including
other markets in the southeastern United States.
-5-
The Company also evaluates its properties for expansion opportunities. Development of the additional
acreage available for expansion allows us to leverage existing communities and amenities. We believe our ability to
complete expansions translates to greater value creation and cash flow through operating efficiencies. The Company
has approximately 2,300 acres of additional land potentially available for future development. See PART I, Item 2 –
Properties, for a list of our additional acreage.
The Company seeks to finance acquisitions with the most appropriate available source of capital, including
purchase money mortgages or other financing, which may be first liens, wraparound mortgages or subordinated
indebtedness, sales of investments, and issuance of additional equity securities. In connection with its ongoing
activities, the Company may issue notes, mortgages or other senior securities. The Company intends to use both
secured and unsecured lines of credit. The Company’s joint venture relationship with Nuveen Real Estate may also
provide a source of financing for acquisitions of newly developed communities and development of new communities.
The Company may repurchase or reacquire its shares from time to time if, in the opinion of the Board of
Directors (the “Board”), such an acquisition is advantageous to the Company. In September 2025, the Board increased
the Company’s pre-existing common stock repurchase program to allow the Company to repurchase up to $100
million in the aggregate of the Company’s Common Stock. During the year ended December 31, 2025, the Company
repurchased 320,000 shares of its Common Stock at an aggregate cost of $4.8 million, or a weighted average price of
$15.06 per share. The last repurchase was made on December 3, 2025. During the year ended December 31, 2024, the
Company did not repurchase any shares of its Common Stock.
In addition to its manufactured home communities, the Company also owns a portfolio of investment
securities, consisting of marketable equity securities issued by other REITs, which represented 1.1% of undepreciated
assets (which is the Company’s total assets excluding accumulated depreciation) at December 31, 2025. These liquid
real estate holdings provide additional diversification, liquidity and income. The Company, from time to time, may
purchase these securities on margin when the interest and dividend yields exceed the cost of funds. However, other
than purchasing marketable equity securities through automatic dividend reinvestments, the Company has not made
any purchases of REIT securities during 2023, 2024 and 2025 and we do not intend to increase our investments in our
REIT securities portfolio.
Regulations, Insurance and Property Maintenance and Improvement
Manufactured home communities are subject to various laws, ordinances and regulations, including
regulations relating to recreational facilities such as swimming pools, clubhouses and other common areas, and
regulations relating to operating water and wastewater treatment facilities at several of our communities. We believe
that each community has all necessary operating permits and approvals.
Our properties are insured against risks that may cause property damage and business interruption including
events such as fire, business interruption, general liability and if applicable, flood. Our insurance policies contain
deductible requirements, coverage limits and particular exclusions. It is the policy of the Company to maintain
adequate insurance coverage on all of our properties and, in the opinion of management, all of our properties are
adequately insured. We also obtain title insurance, insuring fee title to the properties in an aggregate amount which
we believe to be adequate.
State and local rent control laws in certain jurisdictions located within New York and New Jersey may dictate
the structure of rent increases and limit our ability to recover increases in operating expenses and the costs of capital
improvements. In 2019, the State of New York enacted the Housing Stability and Tenant Protection Act of 2019,
which, among other things, set maximum collectible rent increases. Rent control also currently affects three of our
manufactured home communities in New Jersey and, effective March 1, 2026, statewide rent control will limit rent
increases on all of our New Jersey manufactured home communities. Enactment of such laws has been considered at
various times in other jurisdictions. We presently expect to continue to maintain properties, and may purchase
additional properties, in markets that are either subject to rent control or in which rent-related legislation exists or may
be enacted.
It is the policy of the Company to properly maintain, modernize, expand and make improvements to its
properties when required. The Company anticipates that renovation expenditures with respect to its present properties
during 2026 will be approximately $40 to $50 million.
-6-
Human Capital
The attraction, motivation and retention of our employees are critical factors in furthering the growth and
financial success of the Company. We recognize that our ability to achieve the high standards we set for ourselves
can best be accomplished by having a diverse team. Our benefits programs are designed to achieve employee
satisfaction and advancement. As of February 20, 2026, the Company had approximately 540 employees, including
officers. Approximately half of our management team and 44% of our total employee population are female. Over
67% of our employees are 40 years of age or older, of which 25% are over 60 years of age. During each year, the
Company hires additional part-time and seasonal employees as groundskeepers and lifeguards and to conduct
emergency repairs.
Our employees are fairly compensated as compared to employees of our competitors and are routinely
recognized for outstanding performance. They are offered regular opportunities to participate in professional
development programs which focus on building their skills and capabilities. We conduct regional training sessions
and are committed to providing a safe and healthy workplace that is free from violence, intimidation and other unsafe
or disruptive practices. We hold an annual employee meeting that includes safety training, as required under the
federal Occupational, Safety and Health Act, as well as anti-harassment training. The Company also offers a robust
wellness program to its employees that incorporates health benefits, including incentives for enrolling in exercise
classes and for gym memberships. This encourages our employees to improve their mental and physical well-being.
Information about our Executive Officers
The following table sets forth information with respect to the executive officers of the Company as of
December 31, 2025:
Name
Age
Position
Eugene W. Landy
92
Chairman of the Board of Directors and Founder
Samuel A. Landy
65
President and Chief Executive Officer
Anna T. Chew
67
Executive Vice President, Chief Financial Officer and
Treasurer
Craig Koster
50
Executive Vice President, General Counsel and Secretary
Brett Taft
36
Executive Vice President and Chief Operating Officer
Sustainability Considerations
The Company’s mission is to address the fundamental need of providing affordable housing and in doing so,
create sustainable and environmentally friendly communities that have a positive societal impact. We recognize our
obligation, as well as that of our industry, to reduce our impact on the environment and to conserve natural resources.
We continually invest in energy-efficient technology where practicable, including water and energy conservation
initiatives, and are committed to incorporating environmental and social considerations into our business practices to
create value and enhance the communities where our residents live. We also recognize the importance of good
corporate governance in ensuring the Company’s continued success and maintaining the confidence of our
shareholders and financing sources. Our policies and practices are endorsed and supported by the Company’s
executive management, including its Vice President of Sustainability and Urban Development, and are regularly
reviewed by the Board and the Sustainability Subcommittee of the Nominating and Corporate Responsibility
Committee of the Board.
Investments in the Company’s Common Stock and Preferred Stock may be considered qualified
sustainability investments. Sustainalytics, which is a leading independent sustainability and corporate governance
research ratings and analytics firm, reviewed our Sustainable Finance Framework and agreed that we not only provide
a social good in the form of providing affordable housing, but also an environmental good for our conservation
initiatives. The framework is also in line with United Nations Sustainable Development Goals 6, 7 and 11.
-7-
Summary of Risk Factors
The following is a summary of the principal risk factors associated with an investment in us. These are not the
only risks we face. You should carefully consider these risk factors, together with the risk factors set forth in Item 1A.
of this Annual Report on Form 10-K and other reports and documents filed by us with the SEC.
Real Estate Industry Risks:
•
General economic conditions and the concentration of our properties in certain states may affect our
ability to generate sufficient revenue to maintain our profitability.
•
We may be unable to compete with our larger competitors for acquisitions, which may increase prices
for communities.
•
We may not be able to integrate or finance our acquisitions and our acquisitions may not perform as
expected.
•
We may be unable to finance or accurately estimate or anticipate costs and timing associated with
expansion activities.
•
We may be unable to sell properties when appropriate because real estate investments are illiquid.
•
Our ability to sell manufactured homes may be affected by various factors, which may in turn adversely
affect our profitability.
•
Licensing laws and compliance could affect our profitability.
•
The termination of our third-party lending program could adversely affect us.
•
Many of our costs may be adversely impacted by continued heightened inflation.
•
Costs associated with taxes and regulatory compliance may reduce our revenue.
•
Rent control legislation may harm our ability to increase rents.
•
Environmental liabilities could affect our profitability.
•
Some of our properties are subject to potential natural or other disasters.
•
Climate change may adversely affect our business.
•
Actions by our competitors may decrease or prevent increases in the occupancy and rental rates of our
properties which could adversely affect our business.
•
Losses in excess of our insurance coverage or uninsured losses could adversely affect our cash flow.
•
Our investments are concentrated in the manufactured housing/residential sector and our business would
be adversely affected by an economic downturn in that sector.
•
Our joint venture relationship with Nuveen Real Estate may subject us to risks, including limitations on
our decision-making authority and the risk of disputes, which could adversely affect us.
Financing Risks:
•
We face risks generally associated with our debt.
•
We mortgage our properties, which subjects us to the risk of foreclosure in the event of non-payment.
•
We face risks associated with our dependence on external sources of capital.
•
We may become more highly leveraged, resulting in increased risk of default on our obligations and an
increase in debt service requirements which could adversely affect our financial condition and results of
operations and our ability to pay distributions.
•
We are subject to risks associated with the current interest rate environment, and changes in interest rates
may affect our cost of capital and, consequently, our financial results.
•
Covenants in our credit agreements and other debt instruments could limit our flexibility and adversely
affect our financial condition.
•
A change in the U.S. government policy with regard to Fannie Mae and Freddie Mac could impact our
financial condition.
•
We face risks associated with the financing of home sales to customers in our manufactured home
communities.
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Risks Related to our Status as a REIT:
•
If our leases are not respected as true leases for federal income tax purposes, we would fail to qualify as
a REIT.
•
Failure to make required distributions would subject us to additional tax.
•
We may not have sufficient cash available from operations to pay distributions to our shareholders, and,
therefore, distributions may be made from borrowings.
•
We may be required to pay a penalty tax upon the sale of property that is determined to be held for sale
to customers.
•
We may be adversely affected if we fail to qualify as a REIT.
•
To qualify as a REIT, we must comply with certain highly technical and complex requirements.
•
There is a risk of changes in the tax law applicable to REITs.
•
We may be unable to comply with the strict income distribution requirements applicable to REITs.
•
Our taxable REIT subsidiary (“TRS”) is subject to special rules that may result in increased taxes.
•
Notwithstanding our status as a REIT, we are subject to various federal, state and local taxes on our
income and property.
General Risk Factors
•
Global and regional economic conditions could materially adversely affect our business, results of
operations, financial condition and growth.
•
We may not be able to obtain adequate cash to fund our business.
•
We are dependent on key personnel.
•
If we fail to maintain an effective system of internal controls, we may not be able to accurately report
financial results, which could result in a loss of investor confidence and adversely affect the market price
of our Common Stock.
•
Some of our directors and officers may have conflicts of interest with respect to certain related party
transactions and other business interests.
•
We may amend our business policies without shareholder approval.
•
Third-party expectations relating to sustainability initiatives may impose additional costs and expose
us to new risks.
•
The market value of our Series D Preferred Stock and Common Stock could decrease based on our
performance and market perception and conditions.
•
The market price and trading volume of our Common Stock may fluctuate significantly.
•
The market price and trading volume of our Series D Preferred Stock may fluctuate significantly.
•
Future issuance or sale of additional shares of Preferred Stock or Common Stock or other securities
could adversely affect the trading prices of our outstanding Series D Preferred Stock and Common Stock.
•
Future issuances of our debt securities, which would be senior to our Series D Preferred Stock upon
liquidation, or preferred equity securities which may be senior to our Series D Preferred Stock for
purposes of dividend distributions or upon liquidation, may adversely affect the per-share trading prices
of our Series D Preferred Stock.
•
There are restrictions on the transfer of our capital stock.
•
The dual listing of our Common Stock on the New York Stock Exchange (“NYSE”) and the Tel Aviv
Stock Exchange (“TASE”) may result in price variations that could adversely affect liquidity of the
market for our Common Stock.
•
The existing mechanism for the dual listing of securities on the NYSE and the TASE may be eliminated
or modified in a manner that may subject us to additional regulatory burden and additional costs.
•
We are subject to restrictions that may impede our ability to effect a change in control.
•
We cannot assure you that we will be able to pay distributions regularly.
•
Dividends on our capital stock do not qualify for the reduced federal tax rates available for some
dividends (i.e., they are not qualified dividends).
•
We are subject to risks arising from litigation.
•
Future terrorist attacks and military conflicts could have a material adverse effect on general economic
conditions, consumer confidence and market liquidity.
•
Disruptions in the financial markets could affect our ability to obtain financing on reasonable terms and
have other adverse effects on us and the market price of our capital stock.
-9-
•
We face risks relating to cybersecurity attacks which could adversely affect our business, cause loss of
confidential information and disrupt operations.
•
We operate in an intensely competitive business environment. We may not be as successful as our
competitors in keeping pace with developments in technology, including incorporating generative
artificial intelligence and machine learning into our business, or adapting to a rapidly changing
marketplace.
•
We are dependent on continuous access to the Internet to use our cloud-based applications.
•
We face risks relating to expanding use of social media mediums.
•
The use of AI presents risks and challenges that may adversely impact us.
•
Our OZ Fund may fail to qualify for the tax benefits available for investments in qualified opportunity
zones under the detailed rules adopted by the Internal Revenue Service.
•
We face various risks and uncertainties related to public health crises, pandemics or other highly
infectious or contagious diseases.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this Annual Report on Form 10-K that are not historical facts are forward-
looking statements within the meaning of the safe harbor from civil liability provided for such statements by the
Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking
statements include statements about the Company’s expectations, beliefs, intentions, plans, objectives, goals,
strategies, future events, performance and underlying assumptions and other statements that are not historical facts.
Forward-looking statements can be identified by their use of forward-looking words, such as “may,” “will,”
“anticipate,” “expect,” “believe,” “intend,” “plan,” “should,” “seek” or comparable terms, or the negative use of those
words, but the absence of these words does not necessarily mean that a statement is not forward-looking.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future
performance, taking into account all information currently available to us. Forward-looking statements are not
predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible
events or factors, not all of which are known to us. Some of these factors are described below and under the headings
“Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations”. These and other risks, uncertainties and factors could cause our actual results to differ materially from
those included in any forward-looking statements we make. Any forward-looking statement speaks only as of the
date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those
events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important
factors that could cause actual results to differ materially from our expectations include, among others:
•
changes in the real estate market conditions and general economic conditions;
•
the inherent risks associated with owning real estate, including local real estate market conditions,
governing laws and regulations affecting manufactured housing communities and illiquidity of real
estate investments;
•
increased competition in the geographic areas in which we own and operate manufactured housing
communities;
•
our ability to continue to identify, negotiate and acquire manufactured housing communities and/or
vacant land which may be developed into manufactured housing communities on terms favorable to us;
•
our ability to maintain or increase rental rates and occupancy levels;
•
changes in market rates of interest;
•
inflation and increases in costs, including personnel, insurance and the cost of purchasing manufactured
homes;
•
our ability to purchase manufactured homes for rental or sale;
•
our ability to repay debt financing obligations;
•
our ability to refinance amounts outstanding under our credit facilities at maturity on terms favorable to
us;
•
our ability to comply with certain debt covenants;
•
our ability to integrate acquired properties and operations into existing operations;
-10-
•
the availability of other debt and equity financing alternatives;
•
continued ability to access the debt or equity markets;
•
the loss of any member of our management team;
•
our ability to maintain internal controls and processes to ensure all transactions are accounted for
properly, all relevant disclosures and filings are made in a timely manner in accordance with all rules and
regulations, and any potential fraud or embezzlement is thwarted or detected;
•
the ability of manufactured home buyers to obtain financing;
•
the level of repossessions by manufactured home lenders;
•
market conditions affecting our investment securities;
•
changes in federal or state tax rules or regulations that could have adverse tax consequences;
•
our ability to qualify as a real estate investment trust for federal income tax purposes;
•
litigation, judgments or settlements, including costs associated with prosecuting or defending claims and
any adverse outcomes;
•
changes in real estate and zoning laws and regulations;
•
legislative or regulatory changes, including changes to laws governing the taxation of REITs;
•
risks and uncertainties related to pandemics or other highly infectious or contagious diseases; and
•
those risks and uncertainties referenced under the heading "Risk Factors" contained in this Form 10-K
and the Company's filings with the Securities and Exchange Commission (“SEC”).
You should not place undue reliance on these forward-looking statements, as events described or implied in
such statements may not occur. The forward-looking statements contained in this Annual Report on Form 10-K speak
only as of the date hereof and the Company expressly disclaims any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events, or otherwise.
Available Information
Additional information about the Company can be found on the Company’s website which is located
at www.umh.reit. Information contained on or hyperlinked from our website is not incorporated by reference into and
should not be considered part of this Annual Report on Form 10-K or our other filings with the SEC. The Company
makes available, free of charge, on or through its website, annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish
it to, the SEC. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC.
Item 1A – Risk Factors
Our business faces many risks. The following risk factors may not be the only risks we face but address what
we believe may be the material risks concerning our business at this time. If any of the risks discussed in this report
were to occur, our business, prospects, financial condition, results of operation and our ability to service our debt
and make distributions to our shareholders could be materially and adversely affected and the market price per share
of our stock could decline significantly. Some statements in this report, including statements in the following risk
factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary Statement Regarding
Forward-Looking Statements.”
Real Estate Industry Risks
General economic conditions and the concentration of our properties in certain states may affect our
ability to generate sufficient revenue to maintain our profitability. The market and economic conditions in our
current markets may significantly affect manufactured home occupancy or rental rates. Occupancy and rental rates,
in turn, may significantly affect our revenues, and if our communities do not generate revenues sufficient to meet our
operating expenses, including debt service and capital expenditures, our cash flow and ability to pay or refinance our
debt obligations could be adversely affected. As a result of the geographic concentration of our properties in the
Eastern United States, we are exposed to the risks of downturns in the local economy or other local real estate market
conditions which could adversely affect occupancy rates, rental rates, and property values in these markets.
-11-
Other factors that may affect general economic conditions or local real estate conditions include:
•
the national and local economic climate, including that of the energy-market dependent Marcellus
and Utica Shale regions, may be adversely impacted by, among other factors, potential restrictions
on drilling, plant closings, and industry slowdowns;
•
local real estate market conditions such as the oversupply of manufactured homesites or a reduction
in demand for manufactured homesites in an area;
•
the number of repossessed homes in a particular market;
•
the lack of an established dealer network;
•
the rental market which may limit the extent to which rents may be increased to meet increased
expenses without decreasing occupancy rates;
•
the safety, convenience and attractiveness of our properties and the neighborhoods where they are
located;
•
zoning or other regulatory restrictions;
•
competition from other available manufactured home communities and alternative forms of housing
(such as apartment buildings and single-family homes);
•
our ability to provide adequate management, maintenance and insurance;
•
a pandemic or other health crisis or other highly infectious or contagious diseases;
•
increased operating costs, including insurance premiums, real estate taxes and utilities; and
•
the enactment of rent control laws or laws taxing the owners of manufactured homes.
Our income would also be adversely affected if tenants were unable to pay rent or if sites were unable to be
rented on favorable terms. If we were unable to promptly relet or renew the leases for a significant number of sites,
or if the rental rates upon such renewal or reletting were significantly lower than expected rates, then our business and
results of operations could be adversely affected. In addition, certain expenditures associated with each property (such
as real estate taxes and maintenance costs) generally are not reduced when circumstances cause a reduction in income
from the property.
We may be unable to compete with our larger competitors for acquisitions, which may increase prices for
communities. The real estate business is highly competitive. We compete for manufactured home community
investments with numerous other real estate entities, such as individuals, corporations, REITs and other enterprises
engaged in real estate activities. In many cases, the competing companies may be larger and better financed than we
are, making it difficult for us to secure new manufactured home community investments. Competition among private
and institutional purchasers of manufactured home community investments has resulted in increases in the purchase
prices paid for manufactured home communities and consequently higher fixed costs. To the extent we are unable to
effectively compete in the marketplace, our business may be adversely affected.
We may not be able to integrate or finance our acquisitions and our acquisitions may not perform as
expected. We acquire and intend to continue to acquire manufactured home communities on a select basis. Our
acquisition activities and their success are subject to risks, including the following:
•
if we enter into an acquisition agreement for a property, it is usually subject to customary conditions
to closing, including completion of due diligence investigations to our satisfaction, which may not
be satisfied;
•
we may be unable to finance acquisitions on favorable terms;
•
acquired properties may fail to perform as expected;
•
the actual costs of repositioning or redeveloping acquired properties may be higher than our
estimates;
•
acquired properties may be located in new markets where we face risks associated with a lack of
market knowledge or understanding of the local economy, lack of business relationships in the area
and unfamiliarity with local governmental and permitting procedures; and
•
we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of
portfolios of properties, into our existing operations.
If any of the above were to occur, our business and results of operations could be adversely affected.
-12-
In addition, we may acquire properties subject to liabilities and without any recourse, or with only limited
recourse, with respect to unknown liabilities. As a result, if a liability were to be asserted against us based upon
ownership of those properties, we might have to pay substantial sums to settle it, which could adversely affect our
cash flow.
We may be unable to finance or accurately estimate or anticipate costs and timing associated with
expansion activities. We periodically consider the expansion of existing communities and development of new
communities. Our expansion and development activities are subject to risks such as:
•
we may not be able to obtain financing with favorable terms for community development which
may make us unable to proceed with the development;
•
we may be unable to obtain, or may face delays in obtaining, necessary zoning, building and other
governmental permits and authorizations, which could result in increased costs and delays, and even
require us to abandon development of a community entirely if we are unable to obtain such permits
or authorizations;
•
we may abandon development opportunities that we have already begun to explore and as a result
we may not recover expenses already incurred in connection with exploring such development
opportunities;
•
we may be unable to complete construction and lease‑up of a community on schedule resulting in
increased debt service expense and construction costs;
•
we may incur construction and development costs for a community which exceed our original
estimates due to increased materials, labor or other costs, which could make completion of the
community uneconomical and we may not be able to increase rents to compensate for the increase
in development costs which may impact our profitability;
•
we may be unable to secure long‑term financing on completion of development resulting in
increased debt service and lower profitability; and
•
occupancy rates and rents at a newly developed community may fluctuate depending on several
factors, including market and economic conditions, which may result in the community not being
profitable.
If any of the above were to occur, our business and results of operations could be adversely affected.
We may be unable to sell properties when appropriate because real estate investments are illiquid. Real
estate investments generally cannot be sold quickly and, therefore, will tend to limit our ability to vary our property
portfolio promptly in response to changes in economic or other conditions. In addition, the Code limits our ability to
sell our properties. The inability to respond promptly to changes in the performance of our property portfolio could
adversely affect our financial condition and ability to service our debt and make distributions to our shareholders.
Our ability to sell manufactured homes may be affected by various factors, which may in turn adversely
affect our profitability. S&F operates in the manufactured home market offering homes for sale to tenants and
prospective tenants of our communities. The market for the sale of manufactured homes may be adversely affected
by the following factors:
•
downturns in economic conditions which adversely impact the housing market;
•
an oversupply of, or a reduced demand for, manufactured homes;
•
the ability of manufactured home manufacturers to adapt to change in the economic climate and the
availability of units from these manufacturers;
•
the difficulty facing potential purchasers in obtaining affordable financing as a result of heightened
lending criteria; and
•
an increase or decrease in the rate of manufactured home repossessions which provide aggressively
priced competition to new manufactured home sales.
Any of the above listed factors could adversely impact our rate of manufactured home sales, which would
result in a decrease in profitability.
Licensing laws and compliance could affect our profitability. Our subsidiary S&F is subject to the Secure
and Fair Enforcement for Mortgage Licensing Act of 2008 (“SAFE Act”), which requires that we obtain appropriate
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licenses pursuant to the Nationwide Mortgage Licensing System & Registry in each state where S&F conducts
business. There are extensive federal and state requirements mandated by the SAFE Act and other laws pertaining to
financing, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and there can be no assurance
that we will obtain or renew our SAFE Act licenses, which could result in fees and penalties and have an adverse
impact on our ability to continue with our home financing activities.
The termination of our third-party lending program could adversely affect us. S&F currently relies
exclusively on its third-party lending program for all loan origination and servicing activity. As a result, the
termination of our third-party lending program could impact our ability to continue with our home financing activities.
In the event the third-party lending program is terminated, either by the third party or by us, we would seek to develop
an internal lending program so that we could continue to offer home financing to prospective residents of our
communities. Such an internal lending program could expose us to additional risks, including additional risks
associated with non-compliance with requirements imposed by federal and state consumer finance laws and
regulations.
Many of our costs may be adversely impacted by continued heightened inflation. A sustained or further
increase in inflation could have an adverse impact on our general and administrative and operating expenses, including
the costs of personnel, professional fees, insurance, utilities, security, and the purchase of manufactured homes, and
otherwise adversely affect our business and results of operations. While we expect to recover some cost increases
through increases in our rental rates, there can be no assurance that higher operating expenses resulting from
inflationary pressures will be fully offset by higher rental rates. As a result, to the extent the inflation rate exceeds the
annual rent increases we are able to institute, we may not adequately mitigate the impact of inflation, which may
adversely affect our business, financial condition, results of operations, and cash flows.
Additionally, inflationary pricing may have a negative effect on the construction costs necessary to complete
development projects, including, but not limited to, costs of construction equipment and materials, labor and services
from third-party contractors and suppliers. Higher construction costs could adversely impact our development projects
and thereby our business, financial condition and results of operations.
Costs associated with taxes and regulatory compliance may reduce our revenue. We are subject to
significant regulation that inhibits our activities and may increase our costs. Local zoning and use laws, environmental
statutes and other governmental requirements may restrict expansion, rehabilitation and reconstruction activities.
These regulations may prevent us from taking advantage of economic opportunities. Legislation such as the
Americans with Disabilities Act may require us to modify our properties at a substantial cost and noncompliance could
result in the imposition of fines or an award of damages to private litigants. Future legislation may impose additional
requirements. We cannot predict what requirements may be enacted or amended or what costs we will incur to comply
with such requirements. Costs resulting from changes in real estate laws, income taxes, service or other taxes may
adversely affect our funds from operations and our ability to pay or refinance our debt. Similarly, changes in laws
increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on
discharges or other conditions may result in significant unanticipated expenditures, which would adversely affect our
business and results of operations.
Laws and regulations also govern the provision of utility services. Such laws regulate, for example, how and
to what extent owners or operators of property can charge renters for provision of utilities. Such laws can also regulate
the operations and performance of utility systems and may impose fines and penalties on real property owners or
operators who fail to comply with these requirements. The laws and regulations may also require capital investment
to maintain compliance.
Rent control legislation may harm our ability to increase rents. State and local rent control laws in certain
jurisdictions may limit our ability to increase rents and to recover increases in operating expenses and the costs of
capital improvements. In 2019, the State of New York enacted the Housing Stability and Tenant Protection Act of
2019, which, among other things, set maximum collectible rent increases. Rent control also currently affects three of
our manufactured home communities in New Jersey and, effective March 1, 2026, statewide rent control will limit
rent increases on all of our New Jersey manufactured home communities. Enactment of such laws has been considered
at various times in other jurisdictions. We presently expect to continue to maintain properties, and may purchase
additional properties, in markets that are either subject to rent control or in which rent-related legislation exists or may
be enacted.
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Environmental liabilities could affect our profitability. Under various federal, state and local laws,
ordinances and regulations, an owner or operator of real estate is liable for the costs of removal or remediation of
certain hazardous substances at, on, under or in such property, as well as certain other potential costs relating to
hazardous or toxic substances. Such laws often impose such liability without regard to whether the owner knew of,
or was responsible for, the presence of such hazardous substances. A conveyance of the property, therefore, does not
relieve the owner or operator from liability. As a current or former owner and operator of real estate, we may be
required by law to investigate and clean up hazardous substances released at or from the properties we currently own
or operate or have in the past owned or operated. We may also be liable to the government or to third parties for
property damage, investigation costs and cleanup costs. In addition, some environmental laws create a lien on the
contaminated site in favor of the government for damages and costs the government incurs in connection with the
contamination. Contamination may adversely affect our ability to sell or lease real estate or to borrow using the real
estate as collateral. Persons who arrange for the disposal or treatment of hazardous substances also may be liable for
the costs of removal or remediation of such substances at a disposal or treatment facility owned or operated by another
person. In addition, certain environmental laws impose liability for the management and disposal of asbestos-
containing materials and for the release of such materials into the air. These laws may provide for third parties to seek
recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials.
In connection with the ownership, operation, management, and development of real properties, we may be considered
an owner or operator of such properties and, therefore, are potentially liable for removal or remediation costs, and also
may be liable for governmental fines and injuries to persons and property. When we arrange for the treatment or
disposal of hazardous substances at landfills or other facilities owned by other persons, we may be liable for the
removal or remediation costs at such facilities. We are not aware of any environmental liabilities relating to our
investment properties which would have a material adverse effect on our business, assets, or results of operations.
However, we cannot assure you that environmental liabilities will not arise in the future and that such liabilities will
not have a material adverse effect on our business, assets or results of operations.
Of the 145 manufactured home communities we operated as of December 31, 2025, 47 have their own
wastewater treatment facility or water distribution system, or both. At these locations, we are subject to compliance
with monthly, quarterly and yearly testing for contaminants as outlined by the individual state’s environmental
protection agencies.
In connection with the management of its properties or upon acquisition or financing of a property, the
Company authorizes the preparation of Phase I or similar environmental reports (which involves general inspections
without soil sampling or ground water analysis) completed by independent environmental consultants. Based upon
such environmental reports and the Company’s ongoing review of its properties, as of the date of this Annual Report,
the Company is not aware of any environmental condition with respect to any of its properties which it believes would
be reasonably likely to have a material adverse effect on its financial condition and/or results of operations. However,
these reports cannot reflect conditions arising after the studies were completed, and no assurances can be given that
existing environmental studies reveal all environmental liabilities, that any prior owner or operator of a property or
neighboring owner or operator did not create any material environmental condition not known to us, or that a material
environmental condition does not otherwise exist as to any one or more properties.
Some of our properties are subject to potential natural or other disasters. Certain of our manufactured home
communities are located in areas that may be subject to natural disasters, including our manufactured home
communities in flood plains, in areas that may be adversely affected by tornados and in coastal regions that may be
adversely affected by increases in sea levels or in the frequency or severity of hurricanes, tropical storms or other
severe weather conditions. The occurrence of natural disasters may delay redevelopment or development projects,
increase investment costs to repair or replace damaged properties, increase future property insurance costs and
negatively impact the tenant demand for lease space. To the extent insurance is unavailable to us or is unavailable on
acceptable terms, or our insurance is not adequate to cover losses from these events, our financial condition and results
of operations could be adversely affected.
Climate change may adversely affect our business. To the extent that significant changes in the climate
occur in areas where our properties are located, we may experience extreme weather and changes in precipitation and
temperature, all of which may result in physical damage to or a decrease in demand for properties located in these
areas or affected by these conditions. Should the impact of climate change be material in nature, including significant
property damage to or destruction of our properties, or occur for lengthy periods of time, our financial condition or
results of operations may be adversely affected. In addition, changes in federal, state and local legislation and
regulations based on concerns about climate change could result in increased capital expenditures on our properties
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(for example, to improve their energy efficiency and/or resistance to inclement weather) without a corresponding
increase in revenue, resulting in adverse impacts to our net income.
Actions by our competitors may decrease or prevent increases in the occupancy and rental rates of our
properties which could adversely affect our business. We compete with other owners and operators of manufactured
home community properties, some of which own properties similar to ours in the same submarkets in which our
properties are located. The number of competitive manufactured home community properties in a particular area
could have a material adverse effect on our ability to attract tenants, lease sites and maintain or increase rents charged
at our properties or at any newly acquired properties. In addition, other forms of multifamily residential properties,
such as private and federally funded or assisted multifamily housing projects and single-family housing, provide
housing alternatives to potential tenants of manufactured home communities. If our competitors offer housing at
rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose potential
tenants, and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants
when our tenants’ leases expire.
Losses in excess of our insurance coverage or uninsured losses could adversely affect our cash flow. We
generally maintain insurance policies related to our business, including casualty, general liability and other policies
covering business operations, employees and assets. However, we may be required to bear all losses that are not
adequately covered by insurance. In addition, there are certain losses that are not generally insured because it is not
economically feasible to insure against them, including, but not limited to, losses due to riots, acts of war or other
catastrophic events. If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our
properties, then we could lose the capital we invested in the properties, as well as the anticipated profits and cash flow
from the properties and, in the case of debt which is with recourse to us, we would remain obligated for any mortgage
debt or other financial obligations related to the properties. Although we believe that our insurance programs are
adequate, no assurance can be given that we will not incur losses in excess of our insurance coverage, or that we will
be able to obtain insurance in the future at acceptable levels and reasonable cost.
Our investments are concentrated in the manufactured housing/residential sector and our business would
be adversely affected by an economic downturn in that sector. Our investments in real estate assets are primarily
concentrated in the manufactured housing/residential sector. This concentration may expose us to the risk of economic
downturns in this sector to a greater extent than if our business activities included a more significant portion of other
sectors of the real estate industry.
Our joint venture relationship with Nuveen Real Estate may subject us to risks, including limitations on
our decision-making authority and the risk of disputes, which could adversely affect us. We have entered into joint
venture arrangements with Nuveen Real Estate under which we operate three manufactured home communities that
are recently developed. It is possible that our joint venture partner, Nuveen Real Estate, may have business interests,
goals, priorities or concerns that are different from our business interests, goals, priorities or concerns. Although we
manage the joint venture entities and their properties, we do not have full control over decisions and require approval
of Nuveen Real Estate for major decisions. As a result, we may face the risk of disputes, including potential deadlocks
in making decisions. In addition, the joint venture agreements provide that until the capital contributions to the joint
venture entities are fully funded or the joint ventures are terminated, and unless Nuveen declines an acquisition
proposed by us, the joint ventures will be the exclusive vehicle for us to acquire any manufactured home communities
that meet the joint venture’s investment guidelines. Nuveen Real Estate will have the right to remove and replace us
as managing member of the joint venture entities and manager of the joint venture’s properties if we breach certain
obligations or certain events occur, in which event Nuveen Real Estate may elect to buy out our interest in the
applicable joint venture entity at 98% of its value. There are also significant restrictions on our ability to exit the joint
ventures. Any of these provisions could adversely affect us.
Financing Risks
We face risks generally associated with our debt. We finance a portion of our investments in properties and
marketable securities through debt. We are subject to the risks normally associated with debt financing, including the risk
that our cash flow will be insufficient to meet required payments of principal and interest. In addition, debt creates other
risks, including:
•
rising interest rates on our variable rate debt;
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•
inability to repay or refinance existing debt as it matures, which may result in forced disposition of
assets on disadvantageous terms;
•
refinancing terms less favorable than the terms of existing debt; and
•
failure to meet required payments of principal and/or interest.
To the extent we cannot refinance debt on favorable terms or at all, we may be forced to dispose of properties on
disadvantageous terms or pay higher interest rates, either of which would have an adverse impact on our financial
performance and ability to service debt and make distributions.
We mortgage our properties, which subjects us to the risk of foreclosure in the event of non-payment. We
mortgage many of our properties to secure payment of indebtedness. If we are unable to meet mortgage payments,
then the property could be foreclosed upon or transferred to the mortgagee with a consequent loss of income and asset
value. A foreclosure of one or more of our properties could adversely affect our financial condition, results of
operations, cash flow, ability to service debt and make distributions and the market price of our Series D Preferred
Stock and Common Stock and any other securities we issue.
We face risks associated with our dependence on external sources of capital. In order to qualify as a REIT, we
are required each year to distribute to our shareholders at least 90% of our REIT taxable income, and we are subject to tax
on our income to the extent it is not distributed. Because of this distribution requirement, we may not be able to fund all
future capital needs from cash retained from operations. As a result, to fund capital needs, we rely on third-party sources
of capital, which we may not be able to obtain on favorable terms, if at all. Our access to third-party sources of capital
depends upon a number of factors, including (i) general market conditions; (ii) the market’s perception of our growth
potential; (iii) our current and potential future earnings and cash distributions; and (iv) the market price of our Series D
Preferred Stock and Common Stock and any other securities we issue. Additional debt financing may substantially
increase our debt-to-total capitalization ratio. Additional equity issuance may dilute the holdings of our current
shareholders.
We may become more highly leveraged, resulting in increased risk of default on our obligations and an
increase in debt service requirements which could adversely affect our financial condition and results of operations
and our ability to pay distributions. We have incurred, and may continue to incur, indebtedness in furtherance of our
activities. Our governing documents do not limit the amount of indebtedness we may incur. Accordingly, our Board
may vote to incur additional debt and would do so, for example, if it were necessary to maintain our status as a REIT.
We could therefore become more highly leveraged, resulting in an increased risk of default on our obligations and in
an increase in debt service requirements, which could adversely affect our financial condition and results of operations
and our ability to pay distributions to shareholders.
We are subject to risks associated with the current interest rate environment, and changes in interest rates
may affect our cost of capital and, consequently, our financial results. Changing interest rates may have
unpredictable effects on markets, may result in heightened market volatility, may slow economic growth and/or cause
a recession, and may affect our ability to complete potential acquisitions. Because a portion of our debt bears interest
at variable rates, in periods of rising interest rates, our cost of funds would increase, which could adversely affect our
cash flows, financial condition and results of operations, ability to make distributions to shareholders, and the cost of
refinancing and reduce our access to the debt or equity capital markets. Increased interest rates could also adversely
affect the value of our properties to the extent that it decreases the amount buyers may be willing to pay for our
properties and could result in the decline of the market price of our Series D Preferred Stock and Common Stock and
any other securities we issue, which may adversely impact our ability and willingness to raise equity capital on
favorable terms, including through our At-the-Market Sale Programs (as defined below). Additionally, if we choose
to hedge any interest rate risk, we cannot assure that any such hedge will be effective or that our hedging counterparty
will meet its obligations to us. As a result, increased interest rates, including any future increases in interest rates,
could adversely affect us.
Covenants in our credit agreements and other debt instruments could limit our flexibility and adversely affect
our financial condition. The terms of our various credit agreements and other indebtedness require us to comply with a
number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios and
maintaining insurance coverage. These covenants may limit our flexibility in our operations, and breaches of these
covenants could result in defaults under the instruments governing the applicable indebtedness even if we had satisfied our
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payment obligations. If we were to default under our credit agreements, our financial condition would be adversely
affected.
A change in the U.S. government policy with regard to Fannie Mae and Freddie Mac could impact our
financial condition. Fannie Mae and Freddie Mac are major sources of financing for the manufactured housing real estate
sector. We depend frequently on Fannie Mae and Freddie Mac to finance growth by purchasing or guaranteeing
manufactured housing community loans. A decision by the government to privatize or eliminate Fannie Mae or Freddie
Mac, or reduce their acquisitions or guarantees of our mortgage loans, may adversely affect interest rates, capital
availability and our ability to refinance our existing mortgage obligations as they come due and obtain additional long-
term financing for the acquisition of additional communities on favorable terms or at all.
We face risks associated with the financing of home sales to customers in our manufactured home
communities. To produce new rental revenue and to upgrade our communities, we sell homes to customers in our
communities at competitive prices and finance these home sales through S&F using our third-party lending program
with Triad Financial Services. We allow banks and outside finance companies the first opportunity to finance these
sales. We are subject to the following risks in financing these homes:
•
the borrowers may default on these loans and not be able to make debt service payments or pay
principal when due;
•
the default rates may be higher than we anticipate;
•
demand for consumer financing may not be as great as we anticipate or may decline;
•
the value of property securing the installment notes receivable may be less than the amounts owed;
and
•
interest rates payable on the installment notes receivable may be lower than our cost of funds.
Additionally, there are many regulations pertaining to our home sales and financing activities. There are
significant consumer protection laws and the regulatory framework may change in a manner which may adversely
affect our operating results. The regulatory environment and associated consumer finance laws create a risk of greater
liability from our home sales and financing activities and could subject us to additional litigation. We are also
dependent on licenses granted by state and other regulatory authorities, which may be withdrawn or which may not
be renewed and which could have an adverse impact on our ability to continue with our home sales and financing
activities.
In the event our third-party lending program is terminated, either by Triad Financial Servies or by us, we
would seek to develop an internal lending program so that we could continue to offer home financing to prospective
residents of our communities. Such an internal lending program would expose us to additional risks, including
additional risks associated with non-compliance with requirements imposed by federal and state consumer finance
laws and regulations.
Risks Related to our Status as a REIT
If our leases are not respected as true leases for federal income tax purposes, we would fail to qualify as a
REIT. To qualify as a REIT, we must, among other things, satisfy two gross income tests, under which specified
percentages of our gross income must be certain types of passive income, such as rent. For the rent paid pursuant to our
leases to qualify for purposes of the gross income tests, the leases must be respected as true leases for federal income tax
purposes and not be treated as service contracts, joint venture or some other type of arrangement. We believe that our
leases will be respected as true leases for federal income tax purposes. However, there can be no assurance that the Internal
Revenue Service (“IRS”) will agree with this view. If the leases are not respected as true leases for federal income tax
purposes, we would not be able to satisfy either of the two gross income tests applicable to REITs, and we could lose our
REIT status.
Failure to make required distributions would subject us to additional tax. In order to qualify as a REIT, we
must, among other requirements, distribute, each year, to our shareholders at least 90% of our taxable income, excluding
net capital gains. To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our taxable
income, we will be subject to federal corporate income tax on our undistributed income. In addition, we will incur a 4%
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nondeductible excise tax on the amount, if any, by which our distributions (or deemed distributions) in any year are less
than the sum of:
•
85% of our ordinary income for that year;
•
95% of our capital gain net earnings for that year; and
•
100% of our undistributed taxable income from prior years.
To the extent we pay out in excess of 100% of our taxable income for any tax year, we may be able to carry
forward such excess to subsequent years to reduce our required distributions for purposes of the 4% nondeductible
excise tax in such subsequent years. We intend to pay out our income to our shareholders in a manner intended to
satisfy the 90% distribution requirement. Differences in timing between the recognition of income and the related cash
receipts or the effect of required debt amortization payments could require us to borrow money or sell assets to pay
out enough of our taxable income to satisfy the 90% distribution requirement and to avoid corporate income tax.
We may not have sufficient cash available from operations to pay distributions to our shareholders, and,
therefore, distributions may be made from borrowings. The actual amount and timing of distributions to our shareholders
will be determined by our Board in its discretion and typically will depend on the amount of cash available for distribution,
which will depend on items such as current and projected cash requirements, limitations on distributions imposed by law
on our financing arrangements and tax considerations. As a result, we may not have sufficient cash available from
operations to pay distributions as required to maintain our status as a REIT. Therefore, we may need to borrow funds to
make sufficient cash distributions in order to maintain our status as a REIT, which may cause us to incur additional interest
expense as a result of an increase in borrowed funds for the purpose of paying distributions.
We may be required to pay a penalty tax upon the sale of property that is determined to be held for sale to
customers. The federal income tax provisions applicable to REITs provide that any gain realized by a REIT on the sale of
property held as inventory or other property held primarily for sale to customers in the ordinary course of business is treated
as income from a “prohibited transaction” that is subject to a 100% penalty tax. Under current law, unless a sale of real
property qualifies for a safe harbor, the question of whether the sale of real estate or other property constitutes the sale of
property held primarily for sale to customers is generally a question of the facts and circumstances regarding a particular
transaction. We intend that we and our subsidiaries will hold the interests in the real estate for investment with a view to
long-term appreciation, engage in the business of acquiring and owning real estate, and make occasional sales as are
consistent with our investment objectives. We do not intend to engage in prohibited transactions. We cannot assure you,
however, that we will only make sales that satisfy the requirements of the safe harbors or that the IRS will not successfully
assert that one or more of such sales are prohibited transactions.
We may be adversely affected if we fail to qualify as a REIT. If we fail to qualify as a REIT, we will not be
allowed to deduct distributions to shareholders in computing our taxable income and will be subject to federal income
tax at regular corporate rates and possibly increased state and local taxes. In addition, we might be barred from
qualification as a REIT for the four years following the year of disqualification. The additional tax incurred at regular
corporate rates would reduce significantly the cash flow available for distribution to shareholders and for debt service.
Furthermore, we would no longer be required to make any distributions to our shareholders as a condition to REIT
qualification. Any distributions to shareholders would be taxable as ordinary income to the extent of our current and
accumulated earnings and profits, although such dividend distributions to non-corporate shareholders would be subject
to a maximum federal income tax rate of 20% (and potentially a federal tax on net investment income of 3.8%),
provided applicable requirements of the Code are satisfied. Furthermore, corporate shareholders may be eligible for
the dividends received deduction on the distributions, subject to limitations under the Code. Additionally, if we fail to
qualify as a REIT, non-corporate shareholders would no longer be able to deduct up to 20% of certain qualified REIT
dividends (other than capital gain dividends and dividends treated as qualified dividend income), that is available
under current law. While initially scheduled to expire in 2025, recent legislation has made this deduction permanent.
To qualify as a REIT, we must comply with certain highly technical and complex requirements. We cannot
be certain we have complied, and will always be able to comply, with the requirements to qualify as a REIT because there
are few judicial and administrative interpretations of these provisions. In addition, facts and circumstances that may be
beyond our control may affect our ability to continue to qualify as a REIT. We cannot assure you that new legislation,
regulations, administrative interpretations or court decisions will not change the tax laws significantly with respect to our
qualification as a REIT or with respect to the federal income tax consequences of qualification. We believe that we have
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qualified as a REIT since our inception and intend to continue to qualify as a REIT. However, we cannot assure you that
we are so qualified or will remain so qualified.
There is a risk of changes in the tax law applicable to REITs. Because the IRS, the U.S. Treasury Department
and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent new
federal tax laws, regulations, interpretations or rulings will be adopted. Numerous changes to the U.S. federal income tax
laws are proposed on a regular basis. Any of such legislative action may prospectively or retroactively modify our tax
treatment and, therefore, may adversely affect taxation of us and/or our investors. Additionally, the REIT rules are
continually under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department,
which may result in revisions to regulations and interpretations in addition to statutory changes. Furthermore, legislative
proposals to increase corporate tax rates or otherwise modify the U.S. federal income tax system are periodically
introduced. The timing, likelihood and content of any such legislation are uncertain, and any enacted changes could
adversely affect our business, financial condition and results of operations. Importantly, legislation has been proposed in
several states specifically taxing REITs. If such legislation were to be enacted, our income from such states would be
adversely impacted.
We may be unable to comply with the strict income distribution requirements applicable to REITs. To
maintain qualification as a REIT under the Code, a REIT must annually distribute to its shareholders at least 90% of
its REIT taxable income, excluding the dividends paid deduction and net capital gains. This requirement limits our
ability to accumulate capital. We may not have sufficient cash or other liquid assets to meet the distribution
requirements. Difficulties in meeting the distribution requirements might arise due to competing demands for our
funds or to timing differences between tax reporting and cash receipts and disbursements, because income may have
to be reported before cash is received, because expenses may have to be paid before a deduction is allowed, because
deductions may be disallowed or limited or because the IRS may make a determination that adjusts reported income.
In those situations, we might be required to borrow funds or sell properties on adverse terms in order to meet the
distribution requirements and interest and penalties could apply which could adversely affect our financial condition.
If we fail to make a required distribution, we could cease to be taxed as a REIT.
Our taxable REIT subsidiary (“TRS”) is subject to special rules that may result in increased taxes. As a REIT,
we must pay a 100% penalty tax on certain payments that we receive or on certain deductions taken if the economic
arrangements between us and our TRS are not comparable to similar arrangements between unrelated parties. The IRS
may successfully assert that the economic arrangements of any of our inter-company transactions are not comparable to
similar arrangements between unrelated parties, and may assess the above 100% penalty tax or make other reallocations
of income or loss. This would result in unexpected tax liability which would adversely affect our cash flows.
Notwithstanding our status as a REIT, we are subject to various federal, state and local taxes on our income
and property. For example, we will be taxed at regular corporate rates on any undistributed taxable income, including
undistributed net capital gains; provided, however, that properly designated undistributed capital gains will effectively
avoid taxation at the shareholder level. We may be subject to other Federal income taxes and may also have to pay some
state income or franchise taxes because not all states treat REITs in the same manner as they are treated for federal income
tax purposes.
General Risk Factors
Global and regional economic conditions could materially adversely affect our business, results of operations,
financial condition and growth. Adverse macroeconomic conditions, including inflation, slower growth or recession,
tighter credit, higher interest rates and high unemployment could materially adversely impact our business, results of
operations, financial condition and growth. In addition, uncertainty about, or a decline in, global or regional economic
conditions could have a significant impact on our suppliers. Further, our business and properties could be materially
adversely affected by changes in national and international political, environmental and socioeconomic circumstances
and/or conflicts (including wars, terrorist acts or security operations, such as the ongoing disruption in the Middle East),
the possibility of such conflicts widening, and their impact on macroeconomic conditions. Coupled with changes in Federal
Reserve policies on interest rates and other economic disruptions, such circumstances may exacerbate inflation and
adversely affect economic and market conditions, the level and volatility of real estate and securities prices and the liquidity
of our investments. As military conflicts and related economic sanctions continue to evolve, it has become increasingly
difficult to predict the impact of these events.
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We may not be able to obtain adequate cash to fund our business. Our business requires access to adequate
cash to finance our operations, distributions, capital expenditures, debt service obligations, development and
redevelopment costs and property acquisition costs, if any. We expect to generate the cash to be used for these purposes
primarily with operating cash flow, borrowings under secured and unsecured loans, proceeds from sales of
strategically identified assets and, when market conditions permit, through the issuance of debt and equity securities
from time to time. We may not be able to generate sufficient cash to fund our business, particularly if we are unable
to renew leases, lease vacant space or re-lease space as leases expire according to our expectations.
We are dependent on key personnel. Our executive and other senior officers have a significant role in our
success. Our ability to retain our management group or to attract suitable replacements should any members of the
management group leave is dependent on the competitive nature of the employment market. The loss of services from key
members of the management group or a limitation in their availability could adversely affect our financial condition and
cash flow. Further, such a loss could be negatively perceived in the capital markets.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report financial
results, which could result in a loss of investor confidence and adversely affect the market price of our Common Stock.
We are required by securities laws and provisions of our debt instruments to establish and maintain internal control over
financial reporting and disclosure controls and procedures. Internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
in accordance with generally accepted accounting principles. Disclosure controls and procedures are processes designed
to ensure that information required to be disclosed is communicated to management and reported in a timely manner. We
cannot be certain that we will be successful in continuing to maintain adequate control over our financial reporting and
disclosure controls and procedures. Deficiencies, including any material weakness, in our internal control over financial
reporting that may occur could result in misstatements or restatements of our financial statements or a decline in the price
of our securities. In addition, as our business continues to grow, and as we continue to make significant acquisitions, our
internal controls will become more complex and may require significantly more resources to ensure that our disclosure
controls and procedures remain effective. Acquisitions can pose challenges in implementing the required processes,
procedures and controls in the operations of the companies that we acquire. Any companies that are acquired by us may
not have disclosure controls and procedures or internal control over financial reporting that are as thorough or effective as
those required by the securities laws that currently apply to us. Moreover, the existence of any material weakness or
significant deficiency in our internal controls and procedures would require management to devote significant time and
incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not
be able to remediate any such material weaknesses or significant deficiencies in a timely manner. If we do not maintain an
effective system of internal controls and cannot provide reliable financial reports, our reputation, operating results and
access to capital could be materially adversely affected, which could lead to a loss of confidence by investors in our
reported financial information, which in turn could adversely affect the trading price of our Common Stock and Preferred
Stock.
Some of our directors and officers may have conflicts of interest with respect to certain related party
transactions and other business interests. Mr. Eugene W. Landy, the Founder and Chairman of the Board of the
Company, previously owned a 24% interest in the entity that is the landlord of the property in Freehold, New Jersey where
the Company’s executive offices are located. Effective January 2023, Mr. Eugene Landy transferred this ownership to his
son, Mr. Samuel A. Landy, the President and Chief Executive Officer and a director of the Company, and other family
members. Effective October 1, 2019, the Company entered into a new lease for these executive offices in Freehold, New
Jersey which combined the existing corporate office space with additional adjacent office space. This new lease extended
the previous lease through April 30, 2027 and required monthly lease payments of $23,098 through April 30, 2022 and
$23,302 from May 1, 2022 through April 30, 2027. The Company is also responsible for its proportionate share of real
estate taxes and common area maintenance. Mr. Samuel A. Landy may have a conflict of interest with respect to his
obligations as our officer and/or director and his ownership interest in the landlord of the property.
Further, Mr. Eugene W. Landy owns a 9.6% interest, Mr. Samuel A. Landy owns a 4.8% interest, Mr. Daniel
Landy, who is also an officer of the Company and is Samuel A. Landy’s son, owns a 0.96% interest, and the Samuel Landy
Family Limited Partnership (of which Daniel Landy is the sole general partner) owns a 0.96% interest in the OZ Fund,
that was formed by the Company in 2022. In addition, one of the Company’s independent directors owns a 0.96% interest
in the OZ Fund.
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We may amend our business policies without shareholder approval. Our Board determines our growth,
investment, financing, capitalization, borrowing, REIT status, operations and distributions policies. Although our Board
has no present intention to change or reverse any of these policies, they may be amended or revised without notice to
shareholders. Accordingly, shareholders may not have control over changes in our policies. We cannot assure you that
changes in our policies will fully serve the interests of all shareholders.
Third-party expectations relating to sustainability initiatives may impose additional costs and expose us to new
risks. There is an increasing focus from certain investors concerning corporate responsibility, specifically related to
sustainability initiatives. In addition, there is an increased focus on such matters by various regulatory authorities, including
the SEC, and the activities and expense required to comply with new regulations or standards may be significant. Some
investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if
they believe our policies relating to corporate responsibility are inadequate. Third-party providers of corporate
responsibility ratings and reports on companies have increased in number, resulting in varied and in some cases inconsistent
standards. In addition, the criteria by which companies’ corporate responsibility practices are assessed and the regulations
applicable thereto are evolving, which could result in greater expectations of us and cause us to undertake costly initiatives
or activities to satisfy such new criteria or regulations. Further, if we elect not to or are unable to satisfy such new criteria
or do not meet the criteria of a specific third-party provider, some investors may conclude that our policies with respect to
corporate responsibility are inadequate. We may face reputational damage in the event that our corporate responsibility
procedures or standards do not meet the standards set by various constituencies. Furthermore, if our competitors’ corporate
responsibility performance is perceived to be superior to ours, potential or current investors may elect to invest in our
competitors instead of us. In addition, we could fail, or be perceived to fail, in our achievement of our initiatives and goals
with respect to environmental, social and governance matters, or we could be criticized for the scope of such initiatives or
goals. If we fail to satisfy the expectations of investors, our initiatives are not executed as planned, or we do not satisfy our
goals, our reputation and financial results could be adversely affected.
The market value of our Series D Preferred Stock and Common Stock could decrease based on our
performance and market perception and conditions. The market value of our Series D Preferred Stock and Common
Stock may be based primarily upon the market’s perception of our growth potential and current and future cash dividends,
and may be secondarily based upon the real estate market value of our underlying assets. The market price of our Series D
Preferred Stock and Common Stock is influenced by their respective distributions relative to market interest rates. Rising
interest rates may lead potential buyers of our stock to expect a higher distribution rate, which could adversely affect the
market price of our stock. In addition, rising interest rates would result in increased expense, thereby adversely affecting
cash flow and our ability to service our indebtedness and pay distributions.
The market price and trading volume of our Common Stock may fluctuate significantly. The per-share
trading price of our Common Stock may fluctuate. In addition, the trading volume in our Common Stock may fluctuate
and cause significant price variations to occur. If the per-share trading price of our Common Stock declines
significantly, investors in our Common Stock may be unable to resell their shares at or above their purchase price. We
cannot provide any assurance that the per-share trading price of our Common Stock will not fluctuate or decline
significantly in the future.
Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading
volume of our stock include:
•
actual or anticipated variations in our quarterly operating results or dividends;
•
changes in our funds from operations or earnings estimates;
•
publication of research reports about us or the real estate industry;
•
prevailing interest rates;
•
the rate of inflation;
•
the market for similar securities;
•
changes in market valuations of similar companies;
•
adverse market reaction to any additional debt we incur in the future;
•
additions or departures of key management personnel;
•
actions by institutional shareholders;
•
speculation in the press or investment community;
-22-
•
the extent of investor interest in our securities;
•
the general reputation of REITs and the attractiveness of our equity securities in comparison to other
equity securities, including securities issued by other real estate-based companies;
•
our underlying asset value;
•
investor confidence in the stock and bond markets, generally;
•
changes in tax laws;
•
future equity issuances;
•
failure to meet earnings estimates;
•
failure to maintain our REIT status;
•
changes in valuation of our REIT securities portfolio;
•
general economic and financial market conditions;
•
war, terrorist acts and epidemic disease, including pandemics or other highly infectious or contagious diseases;
•
our issuance of debt or preferred equity securities;
•
our financial condition, results of operations and prospects; and
•
the realization of any of the other risk factors presented in this Annual Report on Form 10-K.
In the past, securities class action litigation has often been instituted against companies following periods of volatility
in the price of their Common Stock. This type of litigation could result in substantial costs and divert our management’s
attention and resources, which could have an adverse effect on our financial condition, results of operations, cash flow and
per-share trading price of our Common Stock.
The market price and trading volume of our Series D Preferred Stock may fluctuate significantly.
Although our Series D Preferred Stock is listed and traded on the NYSE, the trading markets for the Series D Preferred
Stock is limited. Since the Series D Preferred Stock has no maturity date, investors seeking liquidity may elect to sell
their shares of Series D Preferred Stock in the secondary market. If an active trading market does not exist, the market
price and liquidity of the Series D Preferred Stock may be adversely affected by such sales. Even if an active public
market exists, we cannot guarantee that the market price for the Series D Preferred Stock will equal or exceed the
price that investors in the Series D Preferred Stock paid for their shares.
Future issuance or sale of additional shares of Preferred Stock or Common Stock or other securities
could adversely affect the trading prices of our outstanding Series D Preferred Stock and Common Stock. Future
issuances or sales of substantial numbers of shares of our Preferred Stock or Common Stock or other securities in the
public market, or the perception that such issuances or sales might occur, could adversely affect the per-share trading
prices of our Preferred Stock or Common Stock. The per-share trading price of our Preferred Stock or Common Stock
may decline significantly upon the sale or registration of additional shares of our Preferred Stock or Common Stock
or other securities.
Future issuances of our debt securities, which would be senior to our Series D Preferred Stock upon
liquidation, or preferred equity securities which may be senior to our Series D Preferred Stock for purposes of
dividend distributions or upon liquidation, may adversely affect the per-share trading prices of our Series D
Preferred Stock. In the future, we may attempt to increase our capital resources by issuing additional debt securities
and/or additional classes or series of Preferred Stock. Upon liquidation, holders of our debt securities and lenders
with respect to other borrowings will be entitled to receive our available assets prior to any distribution to holders of
our Series D Preferred Stock. Additionally, any convertible or exchangeable securities that we issue in the future may
have rights, preferences and privileges more favorable than those of our Series D Preferred Stock. Any shares of
Preferred Stock that we issue in the future could have a preference on liquidating distributions or a preference on
dividend payments that could limit our ability to pay dividends to holders of our Series D Preferred Stock. Any such
future issuances may adversely affect the trading price of our Series D Preferred Stock.
There are restrictions on the transfer of our capital stock. To maintain our qualification as a REIT under the
Code, no more than 50% in value of our outstanding capital stock may be owned, actually or by attribution, by five or
fewer individuals, as defined in the Code to also include certain entities, during the last half of a taxable year. Accordingly,
our charter contains provisions restricting the transfer of our capital stock. These restrictions may discourage a tender offer
or other transaction, or a change in management or of control of us that might involve a premium price for our Series D
Preferred Stock or Common Stock or that our shareholders otherwise believe to be in their best interests, and may result
-23-
in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a
result, the forfeiture by the acquirer of the benefits of owning the additional shares.
The dual listing of our Common Stock on the NYSE and the TASE may result in price variations that
could adversely affect liquidity of the market for our Common Stock. Our Common Stock is listed and trades on
both the NYSE and the TASE. The dual listing may result in price variations of our Common Stock between the two
exchanges due to various factors, including the use of different currencies and the different days and hours of trading
for the two exchanges. Any decrease in the trading price of our Common Stock in one market could cause a decrease
in the trading price in the other market. In addition, the dual-listing may adversely affect liquidity and trading prices
on one or both of the exchanges as a result of circumstances that may be outside of our control. For example, transfers
by holders of our securities from trading on one exchange to the other could result in increases or decreases in liquidity
and/or trading prices on either or both of the exchanges. Holders could also seek to sell or buy our Common Stock to
take advantage of any price differences between the two markets through a practice referred to as arbitrage. Any such
arbitrage activity could create volatility in both the price and volume of trading of our Common Stock.
The existing mechanism for the dual listing of securities on the NYSE and the TASE may be eliminated
or modified in a manner that may subject us to additional regulatory burden and additional costs. The current
Israeli regulatory regime provides a mechanism for the dual-listing of securities traded on the NYSE and the TASE
that does not impose any significant regulatory burden or significant costs on us. If this dual-listing regime is
eliminated or modified, it may become more difficult for us to comply with the regulatory requirements, and this could
result in additional costs. In such event, we may consider delisting of our Common Stock from the TASE.
We are subject to restrictions that may impede our ability to effect a change in control. Certain provisions
contained in our charter and bylaws and certain provisions of Maryland law may have the effect of discouraging a third
party from making an acquisition proposal for us and thereby inhibit a change in control. These provisions include the
following:
•
Our charter provides for three classes of directors with the term of office of one class expiring each
year, commonly referred to as a “staggered board.” By preventing common shareholders from
voting on the election of more than one class of directors at any annual meeting of shareholders, this
provision may have the effect of keeping the current members of our Board in control for a longer
period of time than shareholders may desire.
•
Our charter generally limits any holder from acquiring more than 9.8% (in value or in number,
whichever is more restrictive) of our outstanding equity stock (defined as all of our classes of capital
stock, except our excess stock). While this provision is intended to assure our ability to remain a
qualified REIT for Federal income tax purposes, the ownership limit may also limit the opportunity
for shareholders to receive a premium for their shares of Common Stock that might otherwise exist
if an investor was attempting to assemble a block of shares in excess of 9.8% of the outstanding
shares of equity stock or otherwise effect a change in control.
•
The request of shareholders entitled to cast at least a majority of all votes entitled to be cast at such
meeting is necessary for shareholders to call a special meeting. We also require advance notice by
common shareholders for the nomination of directors or proposals of business to be considered at a
meeting of shareholders.
•
Our Board may authorize and cause us to issue securities without shareholder approval. Under our
charter, the board has the power to classify and reclassify any of our unissued shares of capital stock
into shares of capital stock with such preferences, rights, powers and restrictions as the Board may
determine.
•
“Business combination” provisions that provide that, unless exempted, a Maryland corporation may not
engage in certain business combinations, including mergers, dispositions of 10% or more of its assets,
certain issuances of shares of stock and other specified transactions, with an “interested shareholder” or
an affiliate of an interested shareholder for five years after the most recent date on which the interested
shareholder became an interested shareholder, and thereafter unless specified criteria are met. An
interested shareholder is defined generally as any person who beneficially owns 10% or more of the
voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the
beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding
voting stock at any time within the two-year period immediately prior to the date in question.
-24-
•
The duties of directors of a Maryland corporation do not require them to, among other things (a) accept,
recommend or respond to any proposal by a person seeking to acquire control of the corporation, (b)
authorize the corporation to redeem any rights under, or modify or render inapplicable, any shareholders
rights plan, (c) make a determination under the Maryland Business Combination Act or the Maryland
Control Share Acquisition Act to exempt any person or transaction from the requirements of those
provisions, or (d) act or fail to act solely because of the effect of the act or failure to act may have on an
acquisition or potential acquisition of control of the corporation or the amount or type of consideration
that may be offered or paid to the shareholders in an acquisition.
We cannot assure you that we will be able to pay distributions regularly. Our ability to pay distributions in the
future is dependent on our ability to operate profitably and to generate cash from our operations and the operations of our
subsidiaries and is subject to limitations under our financing arrangements and Maryland law. Under the Maryland General
Corporation Law, a Maryland corporation generally may not make a distribution if, after giving effect to the distribution,
the corporation would not be able to pay its debts as the debts became due in the usual course of business, or the
corporation’s total assets would be less than the sum of its total liabilities plus, unless the charter permits otherwise, the
amount that would be needed if the corporation were to be dissolved at the time of the distribution to satisfy the preferential
rights upon dissolution of shareholders whose preferential rights on dissolution are superior to those receiving the
distribution. Accordingly, we cannot guarantee that we will be able to pay distributions on a regular quarterly basis in the
future.
Dividends on our capital stock do not qualify for the reduced federal tax rates available for some dividends
(i.e., they are not qualified dividends). Income from “qualified dividends” payable to U.S. shareholders that are
individuals, trusts and estates are generally subject to tax at preferential rates. Dividends payable by REITs, however,
generally are not eligible for the preferential tax rates applicable to qualified dividend income. Although these rules
do not adversely affect our taxation or the dividends payable by us, to the extent that the preferential rates continue to
apply to regular corporate qualified dividends, investors who are individuals, trusts and estates may perceive an
investment in us to be relatively less attractive than an investment in the stock of a non-REIT corporation that pays
qualified dividends, which could materially and adversely affect the value of the shares of, and per share trading price
of, our capital stock. It should be noted that the TCJA provides for a deduction from income for individuals, trusts
and estates up to 20% of certain REIT dividends, which reduces the effective tax rate on such dividends below the
effective tax rate on interest, though the deduction is generally not as favorable as the preferential rate on qualified
dividends. While initially scheduled to expire in 2025, recent legislation has made this deduction permanent.
We are subject to risks arising from litigation. We may become involved in litigation. Litigation can be
costly, and the results of litigation are often difficult to predict. We may not have adequate insurance coverage or
contractual protection to cover costs and liability in the event we are sued, and to the extent we resort to litigation to
enforce our rights, we may incur significant costs and ultimately be unsuccessful or unable to recover amounts we
believe are owed to us. We may have little or no control of the timing of litigation, which presents challenges to our
strategic planning.
Future terrorist attacks and military conflicts could have a material adverse effect on general economic
conditions, consumer confidence and market liquidity. Among other things, it is possible that interest rates may be
affected by these events. An increase in interest rates may increase our costs of borrowing, leading to a reduction in our
earnings. Terrorist acts affecting our properties could also result in significant damages to, or loss of, our properties.
Additionally, we may be unable to obtain adequate insurance coverage on acceptable economic terms for losses resulting
from acts of terrorism. Our lenders may require that we carry terrorism insurance even if we do not believe this insurance
is necessary or cost effective. Should an act of terrorism result in an uninsured loss or a loss in excess of insured limits,
we could lose capital invested in a property, as well as the anticipated future revenues from a property, while remaining
obligated for any mortgage indebtedness or other financial obligations related to the property. Any loss of these types
would adversely affect our financial condition.
Disruptions in the financial markets could affect our ability to obtain financing on reasonable terms and have
other adverse effects on us and the market price of our capital stock. Uncertainty in the stock and credit markets may
negatively impact our ability to access additional financing at reasonable terms, which may negatively affect our ability to
acquire properties and otherwise pursue our investment strategy. A prolonged downturn in the stock or credit markets may
cause us to seek alternative sources of potentially less attractive financing, and may require us to adjust our investment
-25-
strategy accordingly. These types of events in the stock and credit markets may make it more difficult or costly for us to
raise capital through the issuance of the Series D Preferred Stock, Common Stock or other equity or debt securities. The
potential disruptions in the financial markets may have a material adverse effect on the market value of the Series D
Preferred Stock and Common Stock, any other securities we issue, and/or the economy in general. In addition, the national
and local economic climate, including that of the energy-market dependent Marcellus and Utica Shale regions, may be
adversely impacted by, among other factors, potential restrictions on drilling, plant closings and industry slowdowns,
which may have a material adverse effect on the return we receive on our properties and investments, as well as other
unknown adverse effects on us.
We face risks relating to cybersecurity attacks which could adversely affect our business, cause loss of
confidential information and disrupt operations. We rely extensively on information technology to process
transactions and manage our business. In the ordinary course of our business, we collect and store sensitive data,
including our business information and that of our tenants, clients, vendors and employees on our network. This data
is hosted on internal, as well as external, computer systems. Our external systems are hosted by third-party service
providers that may have access to such information in connection with providing necessary information technology
and security and other business services to us. This information may include personally identifiable information such
as social security numbers, banking information and credit card information. We employ a number of measures to
prevent, detect and mitigate potential breaches or disclosure of this confidential information. We have established a
Cybersecurity Subcommittee of our Audit Committee to review and provide high level guidance on cybersecurity
related issues of importance to the Company. We also maintain cyber risk insurance to provide some coverage for
certain risks arising out of data and network breaches. While we continue to improve our cybersecurity and take
measures to protect our business, we and our third-party service providers may be vulnerable to attacks by hackers
(including through malware, ransomware, computer viruses, and email phishing schemes) or breached due to
employee error, malfeasance, fire, flood or other physical event, or other disruptions. Any such breach or disruption
could compromise the confidential information of our employees, customers and vendors to the extent such
information exists on our systems or on the systems of third-party service providers.
Even the most well-protected information, networks, systems and facilities remain potentially vulnerable to
security breaches as the techniques used in attempted security breaches evolve and generally are not recognized until
launched against a target, and in some cases may not be detected. The risk of a data breach or security failure,
particularly through cyber-attacks or cyber-intrusion, has generally increased due to the rise in new technologies, such
as ransomware and generative artificial intelligence and other machine learning techniques (“AI”), and the increasing
sophistication and activities of the perpetrators of attempted attacks and intrusions, including as a result of the
intensification of state-sponsored cybersecurity attacks during periods of geopolitical conflict. The rapid evolution
and increased adoption of AI by us and our third-party service providers may also heighten our cybersecurity risks by
making cyber-attacks more difficult to detect, contain and mitigate.
Such an incident could result in potential liability or a loss of confidence and legal claims or proceedings;
damage our reputation, competitiveness, stock price and long-term value; increase remediation, cybersecurity
protection and insurance premium costs; disrupt and affect our business operations; or have material adverse effects
on our business. Further, we may be required to expend significant additional resources to continue to enhance
information security measures and internal processes and procedures or to investigate and remediate any information
security vulnerabilities. There can be no assurance that our security measures taken to manage the risk of a security
breach, cyber-attack or disruption will be effective or that attempted security breaches, cyber-attacks or disruptions
would not be successful or damaging.
As new technologies, including tools that harness AI, rapidly develop and become accessible, the use of such
new technologies by us will present additional known and unknown risks, including, among others, the risk that
confidential information may be stolen, misappropriated or disclosed and the risk that we may rely on incorrect,
unclear or biased outputs generated by such technologies, any of which could have an adverse impact on us and our
business.
We operate in an intensely competitive business environment. We may not be as successful as our
competitors in keeping pace with developments in technology, including incorporating generative artificial
intelligence and machine learning into our business, or adapting to a rapidly changing marketplace. Our business
continues to demand the use of sophisticated systems, software and technology, including AI. These systems, software
and technologies must be refined, updated and replaced on a regular basis in order for us to meet our business
-26-
requirements, our customers’ demands and expectations, and regulatory requirements. If we are unable to do so on a
timely basis or at a reasonable cost, our business and/or operating results could be adversely affected. Our competitors
may be larger, more diversified, better funded, and have access to more advanced technology, including AI. These
competitive advantages may enable our competition to innovate better and more quickly, to compete more effectively,
causing us to lose business and profitability. Burgeoning interest in AI may increase our competition and disrupt our
business model. AI may lower barriers to entry in our industry and we may be unable to effectively compete with the
products or services offered by new competitors. AI-related changes to the products and services may affect our
customers’ expectations, requirements, or tastes in ways we cannot adequately anticipate or adapt to, causing our
business to lose market share or affect our ability to operate profitably and sustainably.
We are dependent on continuous access to the Internet to use our cloud-based applications. Damage or
failure to our information technology systems, including as a result of any of the reasons described above, could
adversely affect our results of operations as we may incur significant costs or data loss. We continually assess new
and enhanced information technology solutions to manage risk of system failure or interruption.
We face risks relating to expanding use of social media mediums. The use of social media could cause us
to suffer brand damage or information leakage. Negative posts or comments about us or our properties on any social
networking website could damage our, or our properties’ reputations. In addition, employees or others might disclose
non-public sensitive information relating to our business through external media channels. The continuing evolution
of social media may present us with new challenges and risks. The considerable increase in the use of social media
over recent years has greatly expanded the potential scope and scale, and increased the rapidity of the dissemination
of negative publicity that could be generated by negative posts and comments.
The use of AI presents risks and challenges that may adversely impact us. We intend to continue to adopt
and integrate AI tools into our operations to enhance efficiencies and streamline existing systems. However, the
development and maintenance of AI tools may entail substantial risks. While these tools hold promise in optimizing
processes and driving efficiencies, as with many technological innovations, they also pose inherent risks. These
include, but are not limited to, the potential for inaccuracy, bias, intellectual property infringement, or
misappropriation, as well as concerns regarding data privacy and cyber security.
Our OZ Fund may fail to qualify for the tax benefits available for investments in qualified opportunity
zones under the detailed rules adopted by the Internal Revenue Service. Some aspects of the qualified opportunity
zone rules adopted by the Internal Revenue Service remain uncertain. Legislation may be needed to clarify certain of
the provisions in the qualified opportunity zone rules and to give proper effect to Congressional intent as expressed in
the TCJA. No assurance can be provided that additional legislation will be enacted, and even if enacted, that such
additional legislation will clearly address all items that require or would benefit from clarification. It is unclear whether
additional guidance will be released, or in what manner the Treasury Department will resolve any remaining areas of
uncertainty. Accordingly, there can be no guarantee that our OZ Fund will qualify under the qualified opportunity
zone rules as a qualified opportunity zone fund or that the Company will be able to realize, through its investment in
the fund, any of the desired tax benefits.
We face various risks and uncertainties related to public health crises, pandemics or other highly infectious
or contagious diseases. Although the World Health Organization declared the public health emergency to be over, we face
various risks and uncertainties related to public health crises which may disrupt financial markets and significantly
impacted worldwide economic activity. A further epidemic, pandemic or other future health crisis, as well as mandatory
and voluntary actions taken to mitigate the public health impact of any such health crisis may have a material adverse
effect on our business, financial condition, liquidity, results of operations and prospects.
Item 1B – Unresolved Staff Comments
None.
Item 1C – Cybersecurity
The Company’s Board and its Cybersecurity Subcommittee are responsible for overseeing the Company’s
risk management program and cybersecurity is a critical element of this program. Management is responsible for the
-27-
day-to-day administration of the Company’s risk management program and its cybersecurity policies, processes, and
practices. The Company’s cybersecurity policies, standards, processes, and practices are based on recognized
frameworks established by the National Institute of Standards and Technology, the International Organization for
Standardization and other applicable industry standards and are fully integrated into the Company’s overall risk
management system and processes. In general, the Company seeks to address material cybersecurity threats through
a company-wide approach that addresses the confidentiality, integrity, and availability of the Company’s information
systems or the information that the Company collects and stores, by assessing, identifying and managing cybersecurity
issues as they occur.
Cybersecurity Risk Management and Strategy
The Company’s cybersecurity risk management strategy focuses on several areas:
•
Identification and Reporting: The Company has implemented a comprehensive, cross-functional
approach to assessing, identifying and managing material cybersecurity threats and incidents. The
Company’s program includes controls and procedures to properly identify, classify and escalate certain
cybersecurity incidents to provide management visibility and obtain direction from management as to
the public disclosure and reporting of material incidents in a timely manner.
•
Technical Safeguards: The Company implements technical safeguards that are designed to protect the
Company’s information systems from cybersecurity threats. The company uses a managed antivirus
platform to scan for viruses, manage patching and updates, and provide remote support and monitoring
tools. Firewalls, web filtration, network intrusion prevention measures, monitoring nodes, and network
access controls are evaluated annually and improved through vulnerability assessments. All company
accounts have strong passwords and two factor authentication, where available. The Information
Technology (“IT”) Department researches emerging cybersecurity threats and keeps employees
informed on the best security practices. We have also implemented Threatlocker on our corporate
machines, a zero trust program that will prevent unapproved software to run.
•
Incident Response and Recovery Planning: The Company has established and maintains
comprehensive incident response, business continuity, and disaster recovery plans designed to address
the Company’s response to a cybersecurity incident. The Company conducts regular tabletop exercises
to test these plans and ensure personnel are familiar with their roles in a response scenario.
•
Third-Party Risk Management: The Company maintains a comprehensive, risk-based approach to
identifying and overseeing material cybersecurity threats presented by third parties, including vendors,
service providers, and other external users of the Company’s systems, as well as the systems of third
parties that could adversely impact our business in the event of a material cybersecurity incident
affecting those third-party systems, including any outside auditors or consultants who advise on the
Company’s cybersecurity systems.
•
Education and Awareness: The Company provides regular, mandatory training for all levels of
employees regarding cybersecurity threats as a means to equip the Company’s employees with effective
tools to address cybersecurity threats, and to communicate the Company’s evolving information
security policies, standards, processes, and practices.
The Company conducts periodic assessment and testing of the Company’s policies, standards, processes, and
practices in a manner intended to address cybersecurity threats and events. The Company conducts annual reviews of
backup logs, access privileges, financial transactions, and application updates. Backups are tested for integrity and
functionality. The company regularly conducts seminars on the rollout of new applications and features for employees,
as well as administering phishing testing and security awareness training. The results of such assessments, audits, and
reviews are evaluated by management and reported to the Cybersecurity Subcommittee and the Board, and the
Company adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the information
provided by these assessments, audits, and reviews.
-28-
Cybersecurity Governance
The Board, in coordination with the Cybersecurity Subcommittee, oversees the Company’s risk management
program, including the management of cybersecurity threats. The Board and the Cybersecurity Subcommittee each
receive regular presentations and reports on developments in the cybersecurity space, including risk management
practices, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews,
the threat environment, technological trends, and information security issues encountered by the Company’s peers and
third parties. The Board and the Cybersecurity Subcommittee also receive prompt and timely information regarding
any cybersecurity risk that meets pre-established reporting thresholds, as well as ongoing updates regarding any such
risk. On an annual basis, the Board and the Cybersecurity Subcommittee discuss the Company’s approach to
overseeing cybersecurity threats with the Company’s IT Department and members of senior management.
The IT Department, in coordination with members of senior management including the Executive Vice
President, Chief Financial Officer and Treasurer, the Executive Vice President and Chief Operating Officer and the
Executive Vice President, General Counsel and Secretary, works collaboratively across the Company to implement a
program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond
to any material cybersecurity incidents in accordance with the Company’s incident response and recovery plans. To
facilitate the success of the Company’s cybersecurity program, cross-functional teams throughout the Company
address cybersecurity threats and respond to cybersecurity incidents. Through ongoing communications with these
teams, the IT Department and senior management are informed about and monitor the prevention, detection, mitigation
and remediation of cybersecurity threats and incidents in real time and report such threats and incidents to the
Cybersecurity Subcommittee when appropriate.
The members of the IT Department have served in various roles in information technology and information
security for over six years. The IT Systems Administrators have experience in monitoring arising security threats,
creating documented cybersecurity and technology usage policies, and bringing companies into compliance with
cybersecurity regulations.
Material Effects of Cybersecurity Incidents
As of the date of this report, we are not aware of any risks from cybersecurity threats, including as a result of
any previous cybersecurity incidents, that have materially affected the Company, including its business strategy,
results of operations, or financial condition, nor, in our view, are such threats currently reasonably likely to materially
affect the Company.
Item 2 – Properties
UMH Properties, Inc. is engaged in the ownership and operation of manufactured home communities. As of
December 31, 2025, the Company operated a portfolio of 145 manufactured home communities, of which 142 are
majority owned and are included in our consolidated operations with the remaining three owned through our joint
ventures with Nuveen Real Estate in which the Company has a 40% interest. One of these joint ventures owns two
communities in Florida (Sebring Square and Rum Runner) and one joint venture owns one community in Pennsylvania
(Honey Ridge). Of the 142 majority owned communities, 140 are owned 100% by the Company with the remaining
two owned by the Company’s Opportunity Zone Fund, in which the Company has a 77% interest. The Company’s
portfolio of 145 communities contain a total of approximately 27,100 developed homesites, of which 11,000 contain
rental homes that are leased to residents. These 145 communities are located in twelve states consisting of New Jersey,
New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina, Florida and
Georgia. The rents collectible from the land in our communities ultimately depend on the value of the home and land.
Therefore, fewer but more expensive homes can actually produce the same or greater rents. There is a long-term trend
toward larger manufactured homes. Existing manufactured home communities designed for older manufactured
homes must be modified to accommodate modern, wider and longer manufactured homes. These changes may
decrease the number of homes that may be accommodated in a manufactured home community. For this reason, the
number of developed sites operated by the Company is subject to change, and the number of developed sites listed is
always an approximate number. The following table sets forth certain information concerning the Company’s real
estate investments as of December 31, 2025.
-29-
Number of
Number of
Occupancy
Occupancy
Weighted Average
Developed
Rental
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
Homes
at 12/31/25
at 12/31/24
Developed
Acreage
Site at 12/31/25
Albany Dunes
128
13
32%
N/A
40
-0-
$316
1001 Dunes Avenue, Lot 72
Albany, GA 31705
Allentown
434
219
96%
97%
66
122
$634
4912 Raleigh-Millington Road
Memphis, TN 38128
Arbor Estates
228
47
94%
94%
30
1
$893
1081 North Easton Road
Doylestown, PA 18902
Auburn Estates
42
14
95%
88%
13
-0-
$478
919 Hostetler Road
Orrville, OH 44667
Bayshore Estates
204
36
82%
82%
56
-0-
$435
105 West Shoreway Drive
Sandusky, OH 44870
Birchwood Farms
143
84
97%
97%
28
-0-
$624
8057 Birchwood Drive
Birch Run, MI 48415
Boardwalk
195
3
99%
100%
45
-0-
$528
2105 Osolo Road
Elkhart, IN 46514
Broadmore Estates
388
284
93%
94%
93
19
$624
148 Broadmore Estates
Goshen, IN 46528
Brookside Village
170
119
91%
84%
37
2
$622
107 Skyline Drive
Berwick, PA 18603
Brookview Village
194
51
95%
93%
50
60
$683
2025 Route 9N, Lot 137
Greenfield Center, NY 12833
Camelot Village
134
15
89%
85%
47
35
$409
2700 West 38th Street
Anderson, IN 46013
Camelot Woods
152
45
70%
67%
32
-0-
$398
124 Clairmont Drive
Altoona, PA 16601
Candlewick Court
211
173
89%
83%
40
-0-
$635
1800 Candlewick Drive
Owosso, MI 48867
Carsons
122
49
91%
94%
14
48
$506
649 North Franklin Street Lot 116
Chambersburg, PA 17201
-30-
Number of
Number of
Occupancy
Occupancy
Weighted Average
Developed
Rental
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
Homes
at 12/31/25
at 12/31/24
Developed
Acreage
Site at 12/31/25
Catalina
460
380
92%
89%
75
26
$581
6501 Germantown Road
Middletown, OH 45042
Cedar Grove
185
-0-
99%
N/A
25
-0-
$652
1A Whippoorwill Way
Mantua, NJ 08051
Cedarcrest Village
283
17
97%
99%
71
30
$809
1976 North East Avenue
Vineland, NJ 08360
Center Manor
95
14
31%
25%
16
2
$500
400 Center Manor Drive
Monaca, PA 15061
Chambersburg I & II
95
35
88%
84%
11
-0-
$484
5368 Philadelphia Avenue Lot 34
Chambersburg, PA 17201
Chelsea
85
50
88%
95%
12
-0-
$505
459 Chelsea Lane
Sayre, PA 18840
Cinnamon Woods (1)
84
-0-
82%
91%
63
14
$690
70 Curry Avenue
Conowingo, MD 21918
City View
57
30
100%
100%
20
2
$386
110 Fort Granville Lot C5
Lewistown, PA 17044
Clinton Mobile Home Resort
116
7
97%
100%
23
1
$577
60 North State Route 101
Tiffin, OH 44883
Collingwood
102
52
84%
88%
20
-0-
$560
358 Chambers Road Lot 001
Horseheads, NY 14845
Colonial Heights
159
100
95%
89%
31
1
$442
917 Two Ridge Road
Wintersville, OH 43953
Conowingo Court
126
-0-
80%
N/A
33
21
$613
124 Mount Zoar Road
Conowingo, MD 21918
Countryside Estates
164
100
94%
90%
44
20
$493
1500 East Fuson Road
Muncie, IN 47302
Countryside Estates
140
96
96%
90%
27
-0-
$465
6605 State Route 5
Ravenna, OH 44266
-31-
Number of
Number of
Occupancy
Occupancy
Weighted Average
Developed
Rental
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
Homes
at 12/31/25
at 12/31/24
Developed
Acreage
Site at 12/31/25
Countryside Village
349
221
96%
95%
74
-0-
$532
200 Early Road
Columbia, TN 38401
Cranberry Village
187
49
98%
97%
36
-0-
$780
100 Treesdale Drive
Cranberry Township, PA 16066
Crestview
98
61
87%
93%
19
-0-
$456
Wolcott Hollow Road & Route 220
Athens, PA 18810
Cross Keys Village
132
74
91%
92%
21
2
$635
259 Brown Swiss Circle
Duncansville, PA 16635
Crossroads Village
34
7
79%
79%
9
-0-
$525
549 Chicory Lane
Mount Pleasant, PA 15666
Dallas Mobile Home Community
142
69
91%
87%
21
-0-
$371
1104 North 4th Street
Toronto, OH 43964
Deer Meadows
98
55
98%
98%
22
8
$463
12921 Springfield Road
New Springfield, OH 44443
Deer Run
178
120
78%
72%
33
-0-
$208
3142 Flynn Road Lot 194
Dothan, AL 36303
Duck River Estates
91
27
97%
89%
38
70
$563
1500 Whistling Duck Road
Columbia, TN 38401
D & R Village
236
6
97%
94%
44
-0-
$742
430 Route 146 Lot 65A
Clifton Park, NY 12065
Evergreen Estates
55
6
98%
100%
10
3
$496
425 Medina Street
Lodi, OH 44254
Evergreen Manor
66
36
91%
95%
7
-0-
$504
26041 Aurora Avenue
Bedford, OH 44146
Evergreen Village
50
25
86%
92%
10
4
$524
9249 State Route 44
Mantua, OH 44255
Fairview Manor
316
15
93%
94%
66
132
$896
2110 Mays Landing Road
Millville, NJ 08332
-32-
Number of
Number of
Occupancy
Occupancy
Weighted Average
Developed
Rental
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
Homes
at 12/31/25
at 12/31/24
Developed
Acreage
Site at 12/31/25
Fifty-One Estates
170
56
85%
86%
42
6
$584
Hayden Boulevard
Elizabeth, PA 15037
Fohl Village
313
3
85%
81%
126
44
$440
5729 Joleda Drive SW
Canton, OH 44706
Forest Creek
167
102
96%
93%
37
-0-
$665
855 East Mishawaka Road
Elkhart, IN 46517
Forest Park Village
247
120
95%
90%
79
-0-
$706
102 Holly Drive
Cranberry Township, PA 16066
Fox Chapel Village
121
61
90%
95%
23
2
$499
1 Greene Drive
Cheswick, PA 15024
Frieden Manor
193
78
97%
98%
42
99
$613
102 Frieden Manor
Schuylkill Haven, PA 17972
Friendly Village
824
361
68%
61%
101
-0-
$522
27696 Oregon Road
Perrysburg, OH 43551
Garden View Estates (2)
181
80
59%
45%
31
8
$306
100 Citrus Circle
Orangeburg, SC 29115
Green Acres
24
1
96%
100%
6
-0-
$512
4496 Sycamore Grove Road
Chambersburg, PA 17201
Gregory Courts
39
20
95%
92%
9
-0-
$797
1 Mark Lane
Honey Brook, PA 19344
Hayden Heights
115
1
100%
100%
25
-0-
$562
5501 Cosgray Road
Dublin, OH 43016
Heather Highlands
369
227
88%
86%
79
-0-
$624
109 Main Street
Inkerman, PA 18640
Hidden Creek
350
79
77%
74%
69
19
$431
6400 South Dixie Highway
Erie, MI 48133
High View Acres
154
7
84%
84%
43
-0-
$499
247 Murray Lane
Export, PA 15632
-33-
Number of
Number of
Occupancy
Occupancy
Weighted Average
Developed
Rental
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
Homes
at 12/31/25
at 12/31/24
Developed
Acreage
Site at 12/31/25
Highland
246
147
86%
89%
42
-0-
$544
1875 Osolo Road
Elkhart, IN 46514
Highland Estates
318
45
98%
97%
98
65
$797
60 Old Route 22
Kutztown, PA 19530
Hillcrest Crossing
198
156
95%
90%
60
16
$438
100 Lorraine Drive
Lower Burrell, PA 15068
Hillcrest Estates
219
72
98%
100%
46
45
$600
14200 Industrial Parkway
Marysville, OH 43040
Hillside Estates (1)
106
67
80%
86%
33
16
$492
1722 Snyder Avenue
Greensburg, PA 15601
Holiday Village
365
136
90%
92%
65
-0-
$631
201 Sam Street
Nashville, TN 37207
Holiday Village
326
273
98%
95%
53
2
$644
1350 Co Road 3
Elkhart, IN 46514
Holly Acres Estates
153
2
99%
99%
30
9
$504
7240 Holly Dale Drive
Erie, PA 16509
Honey Ridge (3)
113
-0-
8%
N/A
35
26
$800
2222 Horseshoe Pike
Honey Brook, PA 19344
Hudson Estates
159
91
97%
99%
19
-0-
$448
100 Keenan Road
Peninsula, OH 44264
Huntingdon Pointe
90
24
91%
100%
45
4
$415
240 Tee Drive
Tarrs, PA 15688
Independence Park
90
45
93%
96%
36
15
$516
355 Route 30
Clinton, PA 15026
Iris Winds
140
110
97%
91%
24
94
$317
1230 South Pike East Lot 144
Sumter, SC 29153
Kinnebrook
245
94
98%
97%
66
32
$773
351 State Route 17B
Monticello, NY 12701
-34-
Number of
Number of
Occupancy
Occupancy
Weighted Average
Developed
Rental
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
Homes
at 12/31/25
at 12/31/24
Developed
Acreage
Site at 12/31/25
Lake Erie Estates
162
59
75%
71%
21
-0-
$479
3742 East Main Street, Apt 1
Fredonia, NY 14757
Lake Sherman Village
260
177
92%
96%
67
30
$626
7227 Beth Avenue, SW
Navarre, OH 44662
Lakeview Meadows
138
55
76%
74%
34
38
$488
11900 Duff Road, Lot 58
Lakeview, OH 43331
Laurel Woods
211
131
84%
82%
43
-0-
$549
1943 St. Joseph Street
Cresson, PA 16630
Little Chippewa
61
26
92%
93%
13
-0-
$455
11563 Back Massillon Road
Orrville, OH 44667
Mandell Trails
143
21
80%
77%
54
15
$353
108 Bay Street
Butler, PA 16002
Maple Manor
317
153
85%
84%
71
-0-
$534
18 Williams Street
Taylor, PA 18517
Maplewood Village
80
-0-
99%
N/A
13
-0-
$629
200 Tony Circle
Mantua, NJ 08051
Marysville Estates
288
157
87%
80%
58
-0-
$533
548 North Main Street
Marysville, OH 43040
Maybelle Manor
49
-0-
98%
N/A
28
-0-
$670
17 Grace Ann
Conowingo, MD 21918
Meadowood
122
77
98%
98%
20
-0-
$522
9555 Struthers Road
New Middletown, OH 44442
Meadows
334
247
82%
83%
61
-0-
$558
11 Meadows
Nappanee, IN 46550
Meadows of Perrysburg (1)
231
10
85%
90%
47
37
$559
27484 Oregon Road
Perrysburg, OH 43551
Melrose Village
293
82
95%
92%
71
-0-
$507
4400 Melrose Drive, Lot 301
Wooster, OH 44691
-35-
Number of
Number of
Occupancy
Occupancy
Weighted Average
Developed
Rental
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
Homes
at 12/31/25
at 12/31/24
Developed
Acreage
Site at 12/31/25
Melrose West
29
-0-
100%
100%
27
3
$564
4455 Cleveland Road
Wooster, OH 44691
Memphis Blues (4)
134
133
97%
93%
55
62
$540
1401 Memphis Blues Avenue
Memphis, TN 38127
Mighty Oak (2)
117
46
36%
23%
26
-0-
$461
1203 Moultrie Road
Albany, GA 31705
Monroe Valley
44
9
98%
98%
11
-0-
$653
15 Old State Road
Jonestown, PA 17038
Moosic Heights
147
73
96%
97%
35
-0-
$554
118 1st Street
Avoca, PA 18641
Mount Pleasant Village
114
49
92%
96%
19
-0-
$462
1 Village Drive
Mount Pleasant, PA 15666
Mountaintop
39
8
92%
95%
11
2
$809
Mountain Top Lane
Narvon, PA 17555
Mountain View (5)
-0-
-0-
N/A
N/A
-0-
220
N/A
Van Dyke Street
Coxsackie, NY 12501
New Colony
113
59
83%
84%
16
-0-
$574
3101 Homestead Duquesne Road
West Mifflin, PA 15122
Northtowne Meadows
386
86
91%
89%
85
-0-
$520
6255 Telegraph Road
Erie, MI 48133
Oak Ridge Estates
205
118
99%
97%
40
-0-
$652
1201 Country Road 15
Elkhart, IN 46514
Oak Tree
260
2
95%
97%
39
2
$590
565 Diamond Road
Jackson, NJ 08527
Oakwood Lake Village
78
34
83%
79%
40
-0-
$630
308 Gruver Lake
Tunkhannock, PA 18657
Olmsted Falls
124
41
97%
99%
15
-0-
$582
26875 Bagley Road
Olmsted Falls, OH 44138
-36-
Number of
Number of
Occupancy
Occupancy
Weighted Average
Developed
Rental
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
Homes
at 12/31/25
at 12/31/24
Developed
Acreage
Site at 12/31/25
Oxford Village
224
2
99%
98%
59
2
$916
2 Dolinger Drive
West Grove, PA 19390
Parke Place
402
173
95%
94%
109
-0-
$529
2331 Osolo Road
Elkhart, IN 46514
Perrysburg Estates
133
75
92%
92%
26
7
$462
23720 Lime City Road
Perrysburg, OH 43551
Pikewood Manor
492
251
95%
94%
86
31
$566
1780 Lorain Boulevard
Elyria, OH 44035
Pine Ridge Village/Pine Manor
194
117
90%
91%
50
30
$728/$753
100 Oriole Drive
Carlisle, PA 17013
Pine Valley Estates
214
163
84%
86%
38
-0-
$488
1283 Sugar Hollow Road
Apollo, PA 15613
Pleasant View Estates
110
69
87%
86%
21
9
$546
6020 Fort Jenkins Lane
Bloomsburg, PA 17815
Port Royal Village
475
260
67%
66%
101
-0-
$616
485 Patterson Lane
Belle Vernon, PA 15012
Redbud Estates
569
62
98%
99%
134
21
$353
1800 West 38th Street
Anderson, IN 46013
River Bluff Estates
52
-0-
10%
0%
23
60
$599
4700 Raleigh-Millington Road
Memphis, TN 38128
River Valley Estates
231
125
90%
92%
60
-0-
$532
2066 Victory Road
Marion, OH 43302
Rolling Hills Estates
91
47
93%
95%
31
1
$528
14 Tip Top Circle
Carlisle, PA 17015
Rostraver Estates
66
52
89%
88%
17
66
$622
1198 Rostraver Road
Belle Vernon, PA 15012
Rum Runner (3)
144
33
27%
13%
20
-0-
$700
2545 Brunns Road
Sebring, FL 33870
-37-
Number of
Number of
Occupancy
Occupancy
Weighted Average
Developed
Rental
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
Homes
at 12/31/25
at 12/31/24
Developed
Acreage
Site at 12/31/25
Saddle Creek
114
25
19%
12%
29
7
$470
2390 Denton Road
Dothan, AL 36303
Sandy Valley Estates
361
193
87%
83%
102
10
$535
11461 State Route 800 N.E.
Magnolia, OH 44643
Sebring Square (3)
219
106
58%
43%
39
-0-
$700
30955 Sunlight Circle
Sebring, FL 33870
Shady Hills
212
86
96%
92%
25
-0-
$627
1508 Dickerson Pike #L3
Nashville, TN 37207
Somerset Estates/Whispering Pines
249
85
88%
86%
89
9
$533/$643
1873 Husband Road
Somerset, PA 15501
Southern Terrace
118
4
99%
99%
26
4
$489
1229 State Route 164
Columbiana, OH 44408
Southwind Village
250
2
96%
98%
36
-0-
$727
435 E. Veterans Highway
Jackson, NJ 08527
Spreading Oaks Village
149
68
93%
95%
37
24
$480
7140-29 Selby Road
Athens, OH 45701
Springfield Meadows (1)
176
37
68%
97%
62
58
$505
4100 Troy Road, Lot 1
Springfield, OH 45502
Suburban Estates
200
104
97%
96%
36
-0-
$487
33 Maruca Drive
Greensburg, PA 15601
Summit Estates
141
74
95%
96%
25
1
$429
3305 Summit Road
Ravenna, OH 44266
Summit Village
125
80
90%
93%
25
33
$341
246 North 500 East
Marion, IN 46952
Sunny Acres
207
58
97%
93%
55
3
$501
272 Nicole Lane
Somerset, PA 15501
Sunnyside
63
10
87%
89%
8
1
$930
2901 West Ridge Pike
Eagleville, PA 19403
-38-
Number of
Number of
Occupancy
Occupancy
Weighted Average
Developed
Rental
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
Homes
at 12/31/25
at 12/31/24
Developed
Acreage
Site at 12/31/25
Trailmont
130
47
92%
96%
32
-0-
$638
122 Hillcrest Road
Goodlettsville, TN 37072
Twin Oaks I & II
141
35
97%
96%
21
-0-
$699
27216 Cook Road
Olmsted Falls, OH 44138
Twin Pines
222
136
91%
85%
48
2
$614
2011 West Wilden Avenue
Goshen, IN 46528
Valley High
75
47
85%
84%
13
16
$480
32 Valley High Lane
Ruffs Dale, PA 15679
Valley Hills
267
134
93%
97%
66
67
$487
4364 Sandy Lake Road
Ravenna, OH 44266
Valley Stream
143
10
79%
79%
37
6
$444
60 Valley Stream
Mountaintop, PA 18707
Valley View I
103
13
99%
98%
19
-0-
$720
1 Sunflower Drive
Ephrata, PA 17522
Valley View II
43
-0-
100%
100%
7
-0-
$749
1 Sunflower Drive
Ephrata, PA 17522
Valley View – Honey Brook
144
58
99%
97%
28
13
$786
1 Mark Lane
Honey Brook, PA 19344
Voyager Estates
258
113
74%
74%
72
20
$488
1002 Satellite Drive
West Newton, PA 15089
Waterfalls Village
194
89
82%
85%
35
-0-
$749
3450 Howard Road Lot 21
Hamburg, NY 14075
Wayside
82
37
93%
98%
15
14
$452
1000 Garfield Avenue
Bellefontaine, OH 43331
Weatherly Estates
271
92
99%
97%
41
-0-
$577
271 Weatherly Drive
Lebanon, TN 37087
Wellington Estates
202
121
97%
94%
46
1
$417
247 Murray Lane
Export, PA 15632
-39-
Number of
Number of
Occupancy
Occupancy
Weighted Average
Developed
Rental
Percentage
Percentage
Acreage
Additional
Monthly Rent Per
Name of Community
Sites
Homes
at 12/31/25
at 12/31/24
Developed
Acreage
Site at 12/31/25
Woodland Manor
148
96
80%
86%
77
121
$491
338 County Route 11, Lot 165
West Monroe, NY 13167
Woodlawn Village
156
4
92%
94%
14
-0-
$804
265 Route 35
Eatontown, NJ 07724
Woods Edge
614
309
67%
62%
151
50
$537
1670 East 650 North
West Lafayette, IN 47906
Wood Valley
159
104
82%
83%
31
56
$485
2 West Street
Caledonia, OH 43314
Worthington Arms
223
90
95%
94%
36
-0-
$767
5277 Columbus Pike
Lewis Center, OH 43035
Youngstown Estates
88
32
63%
64%
14
59
$487
999 Balmer Road
Youngstown, NY 14174
Total
27,086
11,043
87.2%
86.5%
6,028
2,336
$573
(1) Community developed sites include expansion sites not yet occupied.
(2) Community is owned by the OZ Fund, in which the Company has a 77% interest.
(3) Community formed under the Company’s joint ventures with Nuveen Real Estate, in which the Company holds a 40% interest and serves as
managing member.
(4) Community was closed due to unusual flooding throughout the region in May 2011. We are currently working on the redevelopment of this
community. The total redevelopment will be 237 sites. Phases I and II, consisting of 90 sites, are fully complete and occupied. Phase III,
consisting of 44 sites, was completed in 2023 and in the process of being occupied. Phase IV, consisting of 105 sites, was completed in 2025.
Phase V is in the approval process and will allow up to an additional 205 sites.
(5) We are currently seeking site plan approvals for approximately 360 sites for this property.
The Company also has 2,336 undeveloped acres that may be developed into approximately 9,300 sites. We
have approximately 3,300 sites in various stages of the approval process that may be developed over the next several
years. Due to the uncertainties involved in the approval and construction process, it is difficult to predict the number
of sites which will be completed in a given year.
Significant Properties
The Company owned and operated manufactured home properties with an approximate cost of $1.9 billion
as of December 31, 2025. These properties consist of 142 separate manufactured home communities (including two
communities acquired through the OZ Fund) and related improvements. The Company also operates Sebring Square
and Rum Runner, two communities in Florida acquired in December 2021 and 2022, respectively, and Honey Brook,
a community in Pennsylvania which opened in 2025. These three communities are owned by joint ventures with
Nuveen Real Estate, in which the Company has a 40% interest. No single community constitutes more than 10% of
the total assets of the Company. Our larger properties consist of: Friendly Village (Ohio) with 824 developed sites,
Woods Edge (Indiana) with 614 developed sites, Redbud Estates (Indiana) with 569 developed sites, Pikewood Manor
(Ohio) with 492 developed sites, and Port Royal Village (Pennsylvania) with 475 developed sites.
Mortgages on Properties
The Company has mortgages on many of its properties. The maturity dates of these mortgages range from
2026 to 2035, with a weighted average term of 6.1 years. Interest on these mortgages is payable at fixed rates ranging
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from 2.62% to 6.74%. As of December 31, 2025 and 2024, the weighted average interest rate on our mortgages, not
including the effect of unamortized debt issuance costs, was approximately 4.7% and 4.2%, respectively. The
aggregate balances of these mortgages, net of unamortized debt issuance costs, totaled $556.1 million and $485.5
million as of December 31, 2025 and 2024, respectively. (For additional information, see Part IV, Item 15(a) (1) (vi),
Note 7 of the Notes to Consolidated Financial Statements – Loans and Mortgages Payable).
Joint Ventures with Nuveen
In December 2021, the Company and Nuveen Real Estate, established a joint venture for the purpose of
acquiring manufactured housing and/or recreational vehicle communities that are under development and/or newly
developed and meet certain other investment guidelines. The terms of the initial joint venture entity were set forth in
a Limited Liability Company Agreement dated as of December 8, 2021 (the “2021 LLC Agreement”) entered into
between a wholly owned subsidiary of the Company and an affiliate of Nuveen. The 2021 LLC Agreement provided
for the parties to initially fund up to $70 million of equity capital for acquisitions during a 24-month commitment
period, with Nuveen having the option, subject to certain conditions, to elect to increase the parties’ total commitments
by up to an additional $100 million and to extend the commitment period for up to an additional four years. The 2021
LLC Agreement called for committed capital to be funded 60% by Nuveen and 40% by the Company on a parity
basis. The Company serves as managing member of the joint venture entity and is responsible for day-to-day
operations of the joint venture entity and management of its properties, subject to obtaining approval of Nuveen Real
Estate for major decisions (including investments, dispositions, financings, major capital expenditures and annual
budgets). The Company receives property management, asset management and other fees from the joint venture entity.
In addition, once each member has recouped its invested capital and received a 7.5% net unlevered internal rate of
return, 80% of distributable cash will be allocated pro rata in accordance with the members’ respective percentage
interests and the Company and Nuveen will receive a promote percentage equal to 70% (in the case of the Company)
and 30% (in the case of Nuveen) of the remaining 20% of distributable cash. After seven years the Company may
elect to consummate the crystallization of the promote.
Under the terms of the 2021 LLC Agreement, after December 8, 2024 or, if later, the second anniversary of
the acquisition and placing in service of a manufactured housing or recreational vehicle community, Nuveen will have
a right to initiate the sale of one or more of the communities owned by the joint venture entity. If Nuveen elects to
initiate such a sale process, the Company may exercise a right of first refusal to acquire Nuveen’s interest in the
community or communities to be sold for a purchase price corresponding to the greater of the appraised value of such
communities or the amount required to provide a 7.5% net unlevered internal rate of return on Nuveen’s
investment. In addition, the Company will have the right to buy out Nuveen’s interest in the joint venture entity at
any time after December 8, 2031 at a purchase price corresponding to the greater of the appraised value of the portfolio
or the amount required to provide a 7.5% net unlevered internal rate of return on Nuveen’s investment.
The 2021 LLC Agreement between the Company and Nuveen provided that until the capital contributions to
the joint venture are fully funded or the joint venture is terminated, the joint venture will be the exclusive vehicle for
the Company to acquire any manufactured housing communities and/or recreational vehicle communities that meet
the joint venture’s investment guidelines. These guidelines called for the joint venture to acquire manufactured
housing and recreational vehicle communities that have been developed within the previous two years and are less
than 20% occupied, are located in certain geographic markets, are projected to meet certain cash flow and internal rate
of return targets, and satisfy certain other criteria. The Company agreed to offer Nuveen the opportunity to have the
joint venture acquire any manufactured housing community or recreational vehicle community that meets these
investment guidelines. Under the terms of the 2021 LLC Agreement, if Nuveen determines not to pursue or approve
any such acquisition, the Company would be permitted to acquire the property outside the joint venture. Since the
execution of the 2021 LLC Agreement, Nuveen has provided the Company with written waivers of the
exclusivity provision of the 2021 LLC Agreement with regard to two property acquisitions that may have fit the
investment guidelines of the joint venture, which permitted the Company to acquire them outside of the Nuveen joint
venture. Except for investment opportunities that are offered to and declined by Nuveen, the Company is prohibited
from developing, owning, operating or managing manufactured housing communities or recreational vehicle
communities within a 10-mile radius of any community owned by the joint venture. However, this restriction does
not apply with respect to investments by the Company in existing communities operated by the Company.
The 2021 LLC Agreement provides that Nuveen will have the right to remove and replace the Company as
managing member of the joint venture and manager of the joint venture’s properties if the Company breaches certain
obligations or certain events occur. Upon such removal, Nuveen may elect to buy out the Company’s interest in the
-41-
joint venture at 98% of the value of the Company’s interest in the joint venture. If Nuveen does not exercise such
buy-out right, the Company may, at specified times, elect to initiate a sale of the communities owned by the joint
venture, subject to a right of first refusal on the part of Nuveen. The 2021 LLC Agreement contains restrictions on a
party’s right to transfer its interest in the joint venture without the approval of the other party.
The 2021 LLC Agreement requires the Company to offer Nuveen the opportunity to have the joint venture
acquire a manufactured housing community or recreational vehicle community that meets the investment
guidelines. If Nuveen decides not to acquire the community through the joint venture, however, the Company is free
to purchase the community on its own outside of the joint venture.
In December 2021, the joint venture entity formed under the 2021 LLC Agreement closed on the acquisition
of Sebring Square, a newly developed all-age, manufactured home community located in Sebring, Florida, for a total
purchase price of $22.2 million. This community contains 219 developed homesites situated on approximately 39
acres. In December 2022, this joint venture entity closed on the acquisition of Rum Runner, another newly developed
all-age, manufactured home community also located in Sebring, Florida for a total purchase price of $15.1 million.
This community contains 144 developed homesites situated on approximately 20 acres. The Company manages these
communities on behalf of the joint venture entity.
During the time since the joint venture with Nuveen was first established in 2021, the Company and Nuveen
have continued to seek opportunities to acquire additional manufactured housing and/or recreational vehicle
communities that are under development and/or newly developed and meet certain other investment guidelines.
During 2022, the Company and Nuveen informally agreed that any future acquisitions would be made by one or more
new joint venture entities to be formed for that purpose and that the original joint venture entity formed in December
2021 will not consummate additional acquisitions but will maintain its existing property portfolio, consisting of the
Sebring Square and Rum Runner communities. The Company and Nuveen also informally agreed that, unless
otherwise determined in connection with any specific future investment, capital for any such new joint venture entity
would continue to be funded 60% by Nuveen and 40% by the Company on a parity basis and that other terms would
be similar to those of the 2021 LLC Agreement, except that the amounts of the parties’ respective capital commitments
will be determined on a property-by-property basis.
In November 2023, the Company expanded its relationship with Nuveen Real Estate and formed a second
joint venture entity with Nuveen. The new joint venture entity was established to, directly or through one or more
subsidiaries, identify, source, originate, acquire, hold, operate, sell, lease, mortgage, maintain, own, manage, finance,
refinance, reposition, improve, renovate, develop, redevelop, pledge, hedge, exchange, and otherwise deal in and with
the rental of manufactured housing and/or recreational vehicle communities that meet other investment guidelines.
The terms of the new joint venture entity are set forth in a Limited Liability Company Agreement dated as of
November 29, 2023 (the “2023 LLC Agreement”) entered into between a wholly owned subsidiary of the Company
and an affiliate of Nuveen. The Company serves as managing member of this new joint venture entity and is
responsible for day-to-day operations of the joint venture entity and management of its properties, subject to obtaining
approval of Nuveen Real Estate for major decisions (including investments, dispositions, financings, major capital
expenditures and annual budgets). The Company receives property management oversight, development and other
fees from the joint venture entity. Sixty-one acres of land located in Honey Brook, Pennsylvania, previously owned
by the Company, with a carrying value cost basis of $3.8 million, was contributed to the new joint venture entity. The
Company was reimbursed by Nuveen for 60% of the carrying value of this land. This new joint venture entity is
focused on the development and operation of a new manufactured housing community on this property. The
community contains 113 manufactured home sites situated on approximately 61 acres. This community, named Honey
Ridge, opened for occupancy in June 2025 with 22 homes on-site of which ten have been sold.
References in this report to the Company’s joint venture relationships with Nuveen are intended to refer to
its ongoing relationships with Nuveen under the 2021 LLC Agreement and the 2023 LLC Agreement..
The Company accounts for its joint ventures with Nuveen Real Estate under the equity method of accounting
in accordance with ASC 323, “Investments – Equity Method and Joint Ventures”.
Opportunity Zone Fund
The OZ Fund was created in July 2022 to acquire, develop and redevelop manufactured housing communities
requiring substantial capital investment and located in areas designated as qualified opportunity zones by the Treasury
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Department pursuant to a program authorized under the 2017 Tax Cuts and Jobs Act to encourage long-term
investment in economically distressed areas. The OZ Fund was designed to allow the Company and other investors
in the OZ Fund to defer the tax on recently realized capital gains reinvested in the OZ Fund until December 31, 2026
and to potentially obtain certain other tax benefits. At the time of the OZ Fund’s formation, the Company invested
$8.0 million in the OZ Fund. UMH manages the OZ Fund and will receive certain management fees as well as a 15%
carried interest in distributions by the OZ Fund to the other investors (subject to first returning investor capital with a
5% preferred return). UMH will have a right of first offer to purchase the communities from the OZ Fund at the time
of sale at their then-current appraised value. The OZ Fund owns two communities: Garden View Estates, located in
Orangeburg, South Carolina, and Mighty Oak, located in Albany, Georgia. For additional information about the
Company’s opportunity zone fund, see Note 6, "Opportunity Zone Fund," of the Notes to Consolidated Financial
Statements.
Item 3 – Legal Proceedings
The Company is subject to claims and litigation in the ordinary course of business. For additional information
about legal proceedings, see Part IV, Item 15(a)(1)(vi), Note 14, “Commitments, Contingencies and Legal Matters”
of the Notes to Consolidated Financial Statements.
Item 4 – Mine Safety Disclosures
Not Applicable.
PART II
Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
The Company’s Series D Preferred Stock and its Common Stock are traded on the NYSE, under the symbols
“UMHPRD” and “UMH”, respectively. Effective February 9, 2022, the Company’s Common Stock also began
trading on the TASE.
Shareholder Information
As of February 17, 2026, there were 1,174 registered shareholders of the Company’s Common Stock based
on the number of record owners. Because many shares of the Company’s Common Stock are held by brokers and
other institutions on behalf of their clients, we believe there are considerably more beneficial holders of our Common
Stock than record holders.
Dividends
During the year ended December 31, 2025, effective with the second quarter dividend payment, the Company
increased its quarterly cash dividends to holders of its Common Stock from $0.215 to $0.225 per share. Total
dividends paid for 2025 were $0.89 per share.
In order to maintain our qualification as a REIT, we are required, among other things, to annually distribute
at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and any net
capital gain. In addition, we intend to distribute all or substantially all of our net income so that we will generally not
be subject to U.S. federal income tax on our earnings.
In general, our Board makes decisions regarding payment of dividends on a quarterly basis. The Board
considers many factors when making these decisions, including our present and future liquidity needs, our current and
projected financial condition and results of operations. See Item 1A. Risk Factors in this Form 10-K for a description
of factors that may affect our ability to pay dividends.
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Recent Sales of Unregistered Equity Securities
None.
Issuer Purchases of Equity Securities
On September 22, 2025, the Board increased our Common Stock Repurchase Program (the “Repurchase
Program”) so as to authorize us to repurchase up to $100 million in the aggregate of the Company’s Common
Stock. Purchases under the Repurchase Program are permitted to be made using a variety of methods, which may
include open market purchases, privately negotiated transactions or block trades, or by any combination of such
methods, in accordance with applicable insider trading and other securities laws and regulations. The size, scope and
timing of any purchases would be based on business, market and other conditions and factors, including price,
regulatory and contractual requirements or consents, and capital availability. The Repurchase Program does not
require the Company to acquire any particular amount of Common Stock and may be suspended, modified or
discontinued at any time at the Company's discretion without prior notice. During 2025, the Company repurchased
320,000 shares of our Common Stock at an aggregate cost of $4.8 million, or a weighted average price of $15.06 per
share. The last repurchase was made on December 3, 2025.
Comparative Stock Performance
The following line graph compares the total return of the Company’s Common Stock for the last five years
to the MSCI REIT index (“RMS”), the FTSE Nareit All REITs Index published by the National Association of
Real Estate Investment Trusts (“Nareit”) and to the S&P 500 Index for the same period. The graph assumes a $100
investment in our Common Stock and in each of the indexes listed below on December 31, 2020 and the reinvestment
of all dividends. The total return reflects stock price appreciation and dividend reinvestment for all three comparative
indices. The information herein has been obtained from sources believed to be reliable, but neither its accuracy nor
its completeness is guaranteed. Our stock performance shown in the graph below is not necessarily indicative of
future stock performance. In the prior year, the Company compared the Company’s Common Stock for the last five
years to the FTSE Nareit All REITs Index published by the National Association of Real Estate Investment Trusts
(“Nareit”) and to the S&P 500 Index for the same period. In the current year, the Company changed this comparison
to the RMS since it is more readily available.
100
191
117
118
152
136
141
106
118
124
127
129
105
133
166
196
100
143
108
123
134
138
0
50
100
150
200
250
300
2020
2021
2022
2023
2024
2025
Dollars
YEAR ENDED DECEMBER 31,
UMH PROPERTIES, INC.
FTSE Nareit ALL REITs
S & P 500
MSCI REIT
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Item 6 – [Reserved]
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
2025 Accomplishments
During 2025, UMH made substantial progress on multiple fronts – generating solid operating results,
achieving strong growth and improving our financial position. We have:
•
Increased Rental and Related Income by 10%;
•
Increased Community Net Operating Income (“NOI”) by 9%;
•
Increased Normalized Funds from Operations (“Normalized FFO”) by 15%;
•
Increased Normalized FFO per diluted share by 2% from $0.93 per diluted share in 2024 to $0.95 per diluted
share in 2025;
•
Increased Same Property NOI by 9%;
•
Increased Same Property Occupancy by 80 basis points from 87.5% to 88.3%;
•
Improved our Same Property expense ratio from 39.7% at yearend 2024 to 39.3% at yearend 2025;
•
Acquired five communities containing 587 homesites for a total cost of approximately $41.8 million;
•
Increased Sales of Manufactured Homes by 4%;
•
In May 2025, completed the addition of ten communities to our Fannie Mae credit facility through Wells
Fargo Bank, N.A., for total proceeds of approximately $101.4 million. The interest only loan for these ten
communities is at a fixed rate of 5.855% with a 10-year term;
•
In November 2025, completed the addition of another seven communities to our Fannie Mae credit facility
through Wells Fargo Bank, N.A., for total proceeds of approximately $91.8 million. The interest only loan
for these seven communities is at a fixed rate of 5.46% with a 9-year term;
•
Issued approximately $80.2 million aggregate principal amount of 5.85% Series B Bonds due 2030 in an
offering to investors in Israel;
•
Amended our $35 million revolving line of credit with OceanFirst Bank to extend the maturity date to June
1, 2027;
•
Raised our quarterly common stock dividend by $0.01 representing a 4.7% increase to $0.225 per share or
$0.90 annualized, representing our fifth consecutive common stock dividend increase within the last five
years, resulting in a total increase of $0.18 or 25% over this period;
•
Issued and sold approximately 2.6 million shares of Common Stock through our At-the-Market Sale Program
at a weighted average price of $17.59 per share, generating gross proceeds of $45.1 million and net proceeds
of $44.1 million, after offering expenses;
•
Issued and sold approximately 93,000 shares of Series D Preferred Stock through our At-the-Market Sale
Programs at a weighted average price of $22.93 per share, generating gross proceeds of $2.1 million and net
proceeds of $2.0 million, after offering expenses; and
•
Subsequent to year end, issued and sold approximately 66,000 shares of Series D Preferred Stock through
our At-the-Market Sale Program at a weighted average price of $22.51 per share, generating gross proceeds
and net proceeds, after offering expenses, of $1.5 million.
Refer to the discussion below in this Item 7, Management’s Discussion and Analysis of Financial Condition, Results of Operations, and Non-U.S.
GAAP Measures, contained in this Form 10-K for information regarding the presentation of community NOI, and for the presentation and
reconciliation of funds from operations and normalized funds from operations to net income (loss) attributable to common shareholders.
Overview
The following discussion and analysis of the consolidated financial condition and results of operations should
be read in conjunction with the historical Consolidated Financial Statements and Notes thereto included elsewhere in
this Form 10-K.
The Company is incorporated in Maryland and operates as a self-administered, self-managed REIT with its
headquarters in Freehold, New Jersey. The Company’s primary business is the ownership and operation of
manufactured home communities, which includes leasing manufactured home spaces on an annual or month-to-month
basis to residents. The Company also leases manufactured homes to residents and, through its wholly-owned taxable
REIT subsidiary, S&F, sells and finances the sale of manufactured homes to residents and prospective residents of
-45-
our communities and for placement on customers’ privately-owned land. During 2022, the Company also formed an
opportunity zone fund to acquire, develop and redevelop manufactured housing communities requiring substantial
capital investment and located in areas designated as Qualified Opportunity Zones by the Treasury Department
pursuant to a program authorized under the 2017 Tax Cuts and Jobs Act to encourage long-term investment in
economically distressed areas. The Company holds a 77% interest in its OZ Fund.
As of December 31, 2025, the Company operated a portfolio of 145 manufactured home communities, of
which 142 are majority owned and are included in our consolidated operations with the remaining three owned through
our joint ventures with Nuveen Real Estate in which the Company has a 40% interest. One of these joint ventures
owns two communities in Florida (Sebring Square and Rum Runner) and one joint venture owns one community in
Pennsylvania (Honey Ridge). Of the 142 majority owned communities, 140 are owned 100% by the Company with
the remaining two owned by the Company’s Opportunity Zone Fund, in which the Company has a 77% interest. The
Company’s portfolio of 145 communities contain a total of approximately 27,100 developed homesites, of which
11,000 contain rental homes that are leased to residents. These 145 communities are located in twelve states consisting
of New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina,
Florida and Georgia. In addition, the Company has over 1,000 self-storage units that are available for leasing by
residents. UMH has continued to execute our growth strategy of purchasing well-located communities in our target
markets, including the energy-rich Marcellus and Utica Shale regions.
The Company earns income from the operation of its manufactured home communities which includes
leasing of manufactured homesites, the rental of manufactured homes, the sale and finance of manufactured homes,
the brokering of third party home sales, self-storage leases, oil and gas leases, cable service agreements and from
appreciation in the values of the manufactured home communities and vacant land owned by the Company. In
addition, the Company receives property management and other fees from its joint venture arrangements with Nuveen
and from its opportunity zone fund. Management views the Company as a single segment based on its method of
internal reporting in addition to its allocation of capital and resources.
Occupancy in our properties, as well as our ability to increase rental rates, directly affects revenues. In 2025,
total income increased 9% from the prior year due to our rental program, rent increases and the growth of our sales
business. Community NOI (as defined below under Non-U.S. GAAP Measures) increased 9% from the prior
year. Overall occupancy increased 80 basis points from 87.3% as of December 31, 2024 to 88.1% as of December
31, 2025. Same property occupancy, which includes communities owned and operated as of January 1, 2024,
increased 80 basis points from 87.5% as of December 31, 2024 to 88.3% as of December 31, 2025. (Unless expressly
indicated, information in this report with respect to the Company’s properties, including financial and operating results
for the year ended December 31, 2025, does not include the properties owned by the Company’s joint ventures with
Nuveen.)
Demand for quality affordable housing remains healthy while inventory is scarce. Our property type offers
substantial comparative value that should result in continued high demand.
The macro-economic environment and current housing fundamentals continue to favor home rentals.
Although 30-year fixed rate mortgage rates have shown signs of stabilizing, they are still approximately 6%. Housing
inventory has improved but affordability remains a challenge for many prospective buyers, especially lower and
middle-income households. We believe rental homes in a manufactured home community allow the resident to obtain
the efficiencies of factory-built housing and the amenities of community living for less than the cost of other forms of
affordable housing. We continue to see strong demand for rental homes. During 2025, our portfolio of rental homes
increased by 571 homes, net of rental home sales. Occupied rental homes represent approximately 43.6% of total
occupied sites. Occupancy in rental homes continues to be strong and registered at 93.8% as of December 31, 2025.
Our manufactured home communities compare favorably with other types of rental housing, including apartments,
and we will continue to allocate capital to rental home purchases, as demand dictates.
The Company holds a portfolio of marketable equity securities of other REITs with a fair value of $23.8
million as of December 31, 2025, representing 1.1% of our undepreciated assets (total assets excluding accumulated
depreciation). The REIT securities portfolio provides the Company with additional diversification, liquidity and
income. As of December 31, 2025, 97% of the Company’s portfolio consisted of REIT common stocks and 3%
consisted of REIT preferred stocks. Other than purchasing marketable equity securities through automatic dividend
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reinvestments, the Company has not made any purchases of REIT securities during 2023, 2024 and 2025 and the
Company does not intend to increase its investment in the REIT securities portfolio.
The Company’s weighted average yield on the securities portfolio was approximately 5.2% at December 31,
2025. At December 31, 2025, the Company had net unrealized losses of $40.8 million in its REIT securities
portfolio. During 2025, the Company sold positions in securities, generating a net realized loss of $221,000.
The Company continues to strengthen its balance sheet. During the year ended December 31, 2025, through
an at-the-market sale program for our Common Stock that was established in September 2024 (the “September 2024
Common ATM Program”), the Company issued and sold a total of 2.6 million shares of our Common Stock,
generating gross proceeds of $45.1 million and net proceeds of $44.1 million, after offering expenses. Additionally,
during 2025 the Company raised approximately $9.3 million in new capital through the Dividend Reinvestment and
Stock Purchase Plan (“DRIP”).
During the year ended December 31, 2025, through an at-the-market sale program for our Preferred Stock
that was established in January 2023 (the “2023 Preferred ATM Program”), and an at-the-market sale program for our
Preferred Stock that was established in March 2025 (the “2025 Preferred ATM Program”), the Company issued and
sold a total of approximately 93,000 shares of our Series D Preferred Stock, generating gross proceeds of $2.1 million
and net proceeds of $2.0 million, after offering expenses.
On July 22, 2025, the Company issued approximately $80.2 million aggregate principal amount of its 5.85%
Series B Bonds Due 2030 (the “Series B Bonds”) in an offering to investors in Israel. The net proceeds, after deducting
offering discounts, fees and other transaction costs, were approximately $75.1 million.
The Company believes that its capital structure, which allows for the ownership of assets using a balanced
combination of equity obtained through the issuance of Common Stock, Preferred Stock and debt, will enhance
shareholder returns as the properties appreciate over time.
On December 31, 2025, the Company had approximately $72 million in cash and cash equivalents and $260
million available on our credit facility, with a potential total availability of up to $500 million pursuant to an accordion
feature. We also had $129 million available on our revolving lines of credit for the financing of home sales and the
purchase of inventory and $55 million available on our lines of credit secured by rental homes and rental home leases.
The Company intends to continue to increase its real estate investments. Our business plan includes acquiring
communities that over time are expected to yield in excess of our cost of funds and then investing in physical
improvements, including adding rental homes onto otherwise vacant sites. As part of this plan, we intend to continue
to seek opportunities, through opportunity zone funds, to acquire communities that require substantial capital
investment and are located in qualified opportunity zones. In addition, on behalf of our joint venture arrangements
with Nuveen Real Estate, we will continue to seek opportunities to acquire manufactured home communities that are
under development and/or newly developed and meet certain other investment guidelines. There is no guarantee that
any of these additional opportunities will continue to materialize or that the Company will be able to take advantage
of such opportunities. The growth of our real estate portfolio and success of the joint ventures depends on the
availability of suitable properties which meet the Company’s investment criteria and appropriate financing.
Competition in the market areas in which the Company operates is significant. To the extent that funds or appropriate
communities are not available, fewer acquisitions will be made.
See PART I, Item 1- Business and Item 1A – Risk Factors for a more complete discussion of the economic
and industry-wide factors relevant to the Company, the Company's lines of business and principal products and
services, and the opportunities, challenges and risks on which the Company is focused.
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Acquisitions in 2025
Community
Date of
Acquisition
State
Number
of
Sites
Purchase
Price (in
thousands)
Number
of
Acres
Occupancy
at
Acquisition
Cedar Grove
March 24, 2025
NJ
186
$17,000
25
100%
Maplewood Village
March 24, 2025
NJ
80
7,600
13
100%
Conowingo Court
July 2, 2025
MD
142
9,855
54
70%
Maybelle Manor
July 2, 2025
MD
49
4,770
28
100%
Albany Dunes
October 7, 2025
GA
130
2,600
40
32%
Total 2025
587
$41,825
160
78%
Results of Operations
2025 vs. 2024
Rental and related income increased from $207.0 million for the year ended December 31, 2024 to $226.7
million for the year ended December 31, 2025, or 10%. This increase was due to acquisitions, increases in rental rates
and same property occupancy and additional rental homes. Since 2024, the Company has been raising rental rates by
approximately 5% to 6% annually at most communities. The Company has been acquiring communities with vacant
sites that can potentially be occupied and earn income in the future. Overall occupancy was 88.1% and 87.3% at
December 31, 2025 and 2024, respectively. Same property occupancy has increased 80 basis points from 87.5% at
December 31, 2024 to 88.3% at December 31, 2025. Demand for rental homes continues to be strong. As of December
31, 2025, we had approximately 10,900 rental homes, not including rental homes in the joint venture communities,
with an occupancy rate of 93.8%. We continue to evaluate the demand for rental homes and will invest in additional
homes as demand dictates.
Community operating expenses increased from $87.4 million for the year ended December 31, 2024 to $96.0
million for the year ended December 31, 2025, or 10%. This increase was due to acquisitions and an increase in
payroll costs, real estate taxes, snow removal and water and sewer costs. This increase also includes one-time legal
and professional fees of $724,000 for 2025.
Community NOI increased from $119.7 million for the year ended December 31, 2024 to $130.7 million for
the year ended December 31, 2025, or 9%. This increase was primarily due to acquisitions, the increases in rental
rates, occupancy and rental homes. The operating expense ratio (defined as community operating expenses divided
by rental and related income), without the one-time legal and professional fees, improved 20 basis points from 42.2%
in 2024 to 42.0% for 2025. Many recently acquired communities have deferred maintenance requiring higher than
normal expenditures in the first few years of ownership. Since most of the community expenses consist of fixed costs,
as occupancy rates increase, these expense ratios are expected to continue to improve. Due to the Company’s ability
to increase its rental rates annually (subject to limitations on rent increases in certain jurisdictions), increasing costs
due to inflation and changing prices have generally not had a material effect on revenue and income from continuing
operations.
Sales of manufactured homes increased from $33.5 million for the year ended December 31, 2024 to $35.0
million for the year ended December 31, 2025, or 4%. Cost of sales of manufactured homes increased from $21.9
million for the year ended December 31, 2024 to $22.6 million for the year ended December 31, 2025, or 3%. The
gross profit percentage was 36% and 35% for the years ended December 31, 2025 and 2024, respectively. Selling
expenses increased from $6.8 million for the year ended December 31, 2024 to $7.3 million for the year ended
December 31, 2025, or 7%. Gain from the sales operations, excluding interest on the financing of inventory, increased
8% and amounted to a gain of $5.2 million and $4.8 million for the years ended December 31, 2025 and 2024,
respectively. Conventional home prices have flattened as sellers begin to outnumber buyers. Although the housing
market supply has increased in recent months it remains below the available units that prevailed before the COVID-
19 pandemic. The inherent relative affordability of our property type has become more and more apparent, which
should result in increased demand. The Company continues to be optimistic about future sales and rental prospects
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given the fundamental need for affordable housing. The Company believes that sales of new homes produce new
rental revenue and represent an investment in the upgrading of our communities.
General and administrative expenses remained relatively stable for the year ended December 31, 2024
compared to the year ended December 31, 2025. General and administrative expenses as a percentage of gross revenue
(total income plus interest, dividends and other income) was approximately 7.9% and 8.7% for the years ended
December 31, 2025 and 2024, respectively.
Depreciation expense increased from $60.2 million for the year ended December 31, 2024 to $66.6 million
for the year ended December 31, 2025, or 10%. This increase was primarily due to acquisitions and the increases in
rental homes and expansions during 2025 and 2024.
Interest income increased from $7.1 million for the year ended December 31, 2024 to $8.7 million for the
year ended December 31, 2025, or 23%. This increase was due to an increase in interest earned from our excess cash
and from our notes receivable. The average balance in cash in money market accounts increased from approximately
$26.6 million in 2024 to $50.1 million in 2025. The average interest rate earned on this cash was approximately 3.2%
and 3.7% in 2025 and 2024, respectively. Additionally, there was an increase in the average balance of notes receivable
from $83.9 million in 2024 to $95.4 million in 2025. The weighted average interest rate earned on these notes
receivable was approximately 7.0% and 7.1% in 2025 and 2024, respectively.
Dividend income remained relatively stable at just under $1.5 million for the year ended December 31, 2024
compared to the year ended December 31, 2025.
The Company recognized a realized loss on sales of marketable securities of $221,000 and $3.8 million for
the years ended December 31, 2025 and 2024, respectively. The change in fair value of marketable securities
amounted to a decrease of $2.3 million and an increase of $1.2 million for the years ended December 31, 2025 and
2024, respectively. As of December 31, 2025, the Company had total net unrealized losses of $40.8 million in its
REIT securities portfolio.
Interest expense, including amortization of financing costs, increased from $27.3 million for the year ended
December 31, 2024 to $29.7 million for the year ended December 31, 2025, or 9%. This increase was mainly due to
the issuance of the Series B Bonds in July 2025 and the refinancing of mortgage debt at higher rates. The average
balance of our total debt increased from $652.4 million at December 31, 2024 to $688.0 million at December 31, 2025.
The weighted average interest rate on our total debt increased from 4.4% at December 31, 2024 to 4.9% at December
31, 2025, respectively.
2024 vs. 2023
Rental and related income increased from $189.7 million for the year ended December 31, 2023 to $207.0
million for the year ended December 31, 2024, or 9%. This increase was due to increases in rental rates, same property
occupancy and additional rental homes. During 2024, the Company raised rental rates by 5% to 6% at most
communities. Rent increases vary depending on overall market conditions and demand. Occupancy, as well as the
ability to increase rental rates, directly affects revenues. The Company has been acquiring communities with vacant
sites that can potentially be occupied and earn income in the future. Overall occupancy was 87.3% and 86.7% at
December 31, 2024 and 2023, respectively. As of December 31, 2024, we had approximately 10,300 rental homes
with an occupancy rate of 94.0%.
Community operating expenses increased from $81.3 million for the year ended December 31, 2023 to $87.4
million for the year ended December 31, 2024, or 7%. This increase was due to increases in payroll and payroll costs,
real estate taxes, insurance, professional fees, waste removal, water expenses and sewer expenses.
Community NOI increased from $108.4 million for the year ended December 31, 2023 to $119.7 million for
the year ended December 31, 2024, or 10%. This increase was primarily due to the increases in rental rates, occupancy
and rental homes. The operating expense ratio (defined as community operating expenses divided by rental and related
income) improved 70 basis points from 42.9% in 2023 to 42.2% for 2024.
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Sales of manufactured homes increased from $31.2 million for the year ended December 31, 2023 to $33.5
million for the year ended December 31, 2024, or 8%. The total number of homes sold increased 16% from 341
homes in 2023 to 394 homes in 2024. Cost of sales of manufactured homes increased from $21.1 million for the year
ended December 31, 2023 to $21.9 million for the year ended December 31, 2024, or 4%. The gross profit percentage
was 35% and 32% for the years ended December 31, 2024 and 2023, respectively. Selling expenses remained
relatively stable for the years ended December 31, 2023 and 2024. Gain from the sales operations, excluding interest
on the financing of inventory, increased 53% and amounted to a gain of $4.8 million and $3.1 million for the years
ended December 31, 2024 and 2023, respectively.
General and administrative expenses increased from $19.7 million for the year ended December 31, 2023 to
$21.8 million for the year ended December 31, 2024, or 11%. This increase was primarily due to an increase in payroll
and related personnel cost and an increase in meeting costs as a result of our biennial in-person employee training
meeting (which was not held during 2023). General and administrative expenses, excluding non-recurring expenses,
as a percentage of gross revenue (total income plus interest, dividends and other income) was approximately 8.7%
and 8.1% for the years ended December 31, 2024 and 2023, respectively.
Depreciation expense increased from $55.7 million for the year ended December 31, 2023 to $60.2 million
for the year ended December 31, 2024, or 8%. This increase was primarily due to the increases in rental homes during
2024 and 2023.
Interest income increased from $5.0 million for the year ended December 31, 2023 to $7.1 million for the
year ended December 31, 2024, or 43%. This increase was primarily due to an increase in the average balance of
notes receivable from $71.5 million for the year ended December 31, 2023 to $83.9 million for the year ended
December 31, 2024 and interest earned on excess cash during 2024. The weighted average interest rate earned on
notes receivables increased 10 basis points and was 7.1% and 7.0% as of December 31, 2024 and 2023, respectively.
Dividend income decreased from $2.3 million for the year ended December 31, 2023 to $1.5 million for the
year ended December 31, 2024, or 37%. This decrease was due to reduced dividends from a combination of our
smaller securities portfolio and the weighted average yield on our dividends received from our marketable securities
investments. The weighted average yield decreased 220 basis points from 6.7% in 2023 to 4.5% in 2024.
The Company recognized a realized loss on sales of marketable securities of $3.8 million for the year ended
December 31, 2024. The Company recognized a realized gain on sales of marketable securities of $183,000 for the
year ended December 31, 2023. The change in fair value of marketable securities amounted to an increase of $1.2
million and a decrease of $3.6 million for the years ended December 31, 2024 and 2023, respectively. As of December
31, 2024, the Company had total net unrealized losses of $38.5 million in its REIT securities portfolio.
Interest expense, including amortization of financing costs, decreased from $32.5 million for the year ended
December 31, 2023 to $27.3 million for the year ended December 31, 2024, or 16%. This decrease was due to a
decrease in the average balance of mortgages and loans from $626.2 million at December 31, 2023 to $551.9 million
at December 31, 2024. The weighted average interest rate on our total debt decreased from 4.6% at December 31,
2023 to 4.4% at December 31, 2024, respectively.
Non-U.S. GAAP Measures
In addition to the results reported in accordance with U.S. GAAP, management’s discussion and analysis of
financial condition and results of operations include certain non-U.S. GAAP financial measures that in management’s
view of the business we believe are meaningful as they allow the investor the ability to understand key operating
details of our business both with and without regard to certain accounting conventions or items that may not always
be indicative of recurring annual cash flows of the portfolio. These non-U.S. GAAP financial measures as determined
and presented by us may not be comparable to related or similarly titled measures reported by other companies, and
include Community Net Operating Income (“Community NOI”), Funds from Operations Attributable to Common
Shareholders (“FFO”) and Normalized Funds from Operations Attributable to Common Shareholders (“Normalized
FFO”).
We define Community NOI as rental and related income less community operating expenses such as real
estate taxes, repairs and maintenance, community salaries, utilities, insurance and other expenses. We believe that
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Community NOI is helpful to investors and analysts as a direct measure of the actual operating results of our
manufactured home communities, rather than our Company overall. Community NOI should not be considered a
substitute for the reported results prepared in accordance with U.S. GAAP. Community NOI should not be considered
as an alternative to net income (loss) as an indicator of our financial performance, or to cash flows as a measure of
liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions.
The Company’s Community NOI for the years ended December 31, 2025, 2024 and 2023 is calculated as
follows (in thousands):
2025
2024
2023
Rental and Related Income
$226,713
$207,019
$189,749
Community Operating Expenses
(95,977)
(87,354)
(81,343)
Community NOI
$130,736
$119,665
$108,406
We assess and measure our overall operating results based upon FFO, an industry performance measure
which management believes is a useful indicator of our operating performance. FFO is used by industry analysts and
investors as a supplemental operating performance measure of a REIT. FFO, as defined by Nareit, represents net
income (loss) attributable to common shareholders, as defined by accounting principles generally accepted in the U.S.
(“U.S. GAAP”), excluding certain gains or losses from sales of previously depreciated real estate assets, impairment
charges related to depreciable real estate assets, the change in the fair value of marketable securities, and the gain or
loss on the sale of marketable securities plus certain non-cash items such as real estate asset depreciation and
amortization. Included in the Nareit FFO White Paper - 2018 Restatement, is an option pertaining to assets incidental
to our main business in the calculation of Nareit FFO to make an election to include or exclude gains and losses on
the sale of these assets, such as marketable equity securities, and include or exclude mark-to-market changes in the
value recognized on these marketable equity securities. In conjunction with the adoption of the FFO White Paper -
2018 Restatement, for all periods presented, we have elected to exclude the change in the fair value of marketable
securities from our FFO calculation. Nareit created FFO as a non-U.S. GAAP supplemental measure of REIT
operating performance. We define Normalized Funds from Operations Attributable to Common Shareholders
(“Normalized FFO”), as FFO, excluding certain one-time charges. FFO and Normalized FFO should be considered as
supplemental measures of operating performance used by REITs. FFO and Normalized FFO exclude historical cost
depreciation as an expense and may facilitate the comparison of REITs which have a different cost basis. However,
other REITs may use different methodologies to calculate FFO and Normalized FFO and, accordingly, our FFO and
Normalized FFO may not be comparable to all other REITs. The items excluded from FFO and Normalized FFO are
significant components in understanding the Company’s financial performance.
FFO and Normalized FFO (i) do not represent Cash Flow from Operations as defined by U.S. GAAP; (ii)
should not be considered as an alternative to net income (loss) as a measure of operating performance or to cash flows
from operating, investing and financing activities; and (iii) are not alternatives to cash flow as a measure of liquidity.
FFO and Normalized FFO, as calculated by the Company, may not be comparable to similarly titled measures reported
by other REITs.
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The Company’s FFO and Normalized FFO attributable to common shareholders for the years ended
December 31, 2025, 2024 and 2023 are calculated as follows (in thousands):
2025
2024
2023
Net Income (Loss) Attributable to Common
Shareholders
$5,966
$2,472
$(8,714)
Depreciation Expense
66,555
60,239
55,719
Depreciation Expense from Unconsolidated Joint
Ventures
902
824
692
Loss on Sales of Investment Property and
Equipment
64
113
-0-
(Increase) Decrease in Fair Value of Marketable
Securities
2,259
(1,167)
3,555
(Gain) Loss on Sales of Marketable Securities, net
221
3,778
(183)
FFO Attributable to Common Shareholders
75,967
66,259
51,069
Adjustments:
Amortization
2,992
2,384
2,135
Non-Recurring Other Expense (1)
1,139
846
1,329
Normalized FFO Attributable to Common
Shareholders
$80,098
$69,489
$54,533
(1) Consists of one-time legal and professional fees ($579) and costs associated with acquisition not completed ($560) for 2025.
Consists of one-time legal and professional fees ($452), costs associated with acquisition not completed ($12) and costs associated
with the liquidation/sale of inventory in a particular sales center ($382) for 2024. Consists of the previously disclosed special
bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which were being expensed over
the vesting period ($862), non-recurring expenses for the joint venture with Nuveen ($135), one-time legal fees ($76), fees related
to the establishment of the OZ Fund ($37), and costs associated with acquisitions and financing that were not completed ($219)
in 2023.
Liquidity and Capital Resources
The Company operates as a REIT deriving its income primarily from real estate rental operations. The
Company’s principal liquidity demands have historically been, and are expected to continue to be, distributions to the
Company’s shareholders, acquisitions, capital improvements, development and expansions of properties, debt service,
purchases of manufactured home inventory and rental homes, financing of manufactured home sales and payments of
expenses relating to real estate operations. The Company’s ability to generate cash adequate to meet these demands
is dependent primarily on income from its real estate investments and marketable securities portfolio, the sale of real
estate investments and marketable securities, refinancing of mortgage debt, leveraging of real estate investments,
availability of bank borrowings, lines of credit, and other incurrence of indebtedness, proceeds from the DRIP, and
access to the capital markets, including sales of Common Stock and Series D Preferred Stock through its At-the-
Market Sale Programs. The Company’s operating cash flows are expected to be sufficient to fund recurring operating
expenses and required distributions to maintain REIT qualification. Access to the capital markets, including the
Company’s at-the-market programs, is primarily utilized to fund growth initiatives, acquisitions, development, and
balance sheet management rather than to support recurring operating expenses. The Company may sell marketable
securities from its investment portfolio, borrow on its unsecured credit facility or lines of credit, incur other
indebtedness, finance and refinance its properties, and/or raise capital through the DRIP and capital markets, including
through the Company’s At-the-Market Sale Programs. In order to provide continued financial flexibility to
opportunistically access the capital markets, on September 16, 2024, the Company terminated its successful then-
existing at-the-market Common Stock program and implemented a new September 2024 Common ATM Program,
which allows the Company to offer and sell shares of Common Stock, having an aggregate sales price of up to $150
million, from time to time through the distribution agents thereunder. Additionally, on March 5, 2025, the Company
terminated its successful then-existing 2023 Preferred ATM Program and implemented a new 2025 Preferred ATM
Program which allows the Company to offer and sell shares of Series D Preferred Stock having an aggregate sales
price of up to $100 million from time to time through B. Riley, as distribution agent.
The Company intends to continue to increase its real estate investments. Our business plan includes acquiring
communities that over time are expected to yield in excess of our cost of funds and then investing in physical
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improvements, including adding rental homes onto otherwise vacant sites. As part of this plan, we intend to continue
to seek opportunities, through opportunity zone funds, to acquire communities that require substantial capital
investment and are located in qualified opportunity zones. In addition, on behalf of our joint ventures with Nuveen
Real Estate, we will continue to seek opportunities to acquire manufactured home communities that are under
development and/or newly developed and meet certain other investment guidelines. There is no guarantee that any of
these additional opportunities will materialize or that the Company will be able to take advantage of such
opportunities. The growth of our real estate portfolio and success of our joint venture depends on the availability of
suitable properties which meet the Company’s investment criteria and appropriate financing. Competition in the
market areas in which the Company operates is significant. To the extent that funds or appropriate communities are
not available, fewer acquisitions will be made.
The Company continues to strengthen its capital and liquidity positions. During the year ended December
31, 2025, the Company issued and sold 2.6 million shares of Common Stock through our September 2024 Common
ATM Program at a weighted average price of $17.59 per share, generating gross proceeds of $45.1 million and net
proceeds of $44.1 million, after offering expenses.
Through our Preferred ATM Programs, the Company issued and sold a total of 93,000 shares of our Series
D Preferred Stock generating gross proceeds of $2.1 million and net proceeds after offering expenses of $2.0 million
during the year ended December 31, 2025.
As of December 31, 2025, $44.6 million of Common Stock remained available for sale under the September
2024 Common ATM Program and $99.0 million in shares of Series D Preferred Stock remained available for sale
under the 2025 Preferred ATM Program. Subsequent to year end, the Company issued and sold a total of 66,000
shares of Preferred Stock under the 2025 Preferred ATM Program for gross proceeds of $1.5 million.
In addition, the Company has a DRIP in which participants can purchase original issue shares of Common
Stock from the Company at a price of approximately 95% of market. During 2025, amounts received under the DRIP,
including dividends reinvested of $3.5 million, totaled $9.3 million. The Company issued a total of 591,000 shares
under the DRIP during 2025.
On July 22, 2025, the Company issued approximately $80.2 million aggregate principal amount of its 5.85%
Series B Bonds due 2030 in an offering to investors in Israel. The net proceeds, after deducting offering discounts,
fees and other transaction costs, were approximately $75.1 million.
The Company also has the ability to finance home sales, inventory purchases and rental home purchases.
The Company has a $35 million revolving line of credit for the financing of homes that was not utilized at December
31, 2025, revolving credit facilities totaling $93.6 million to finance inventory purchases, that were not utilized at
December 31, 2025 and $44.0 million available on our lines of credit secured by rental homes and rental homes leases.
As of December 31, 2025, the Company had $72.1 million of cash and cash equivalents and marketable
securities of $23.8 million. The Company operated 145 communities (including 142 communities in which the
Company owned either a 100% interest or a majority interest and three communities owned by the Company’s joint
ventures with Nuveen), of which 63 are unencumbered. Except for the 30 communities in the borrowing base for our
unsecured credit facility, these unencumbered communities can be used to raise additional funds. Our marketable
securities, unencumbered properties, and lines of credit provide the Company with additional liquidity. The Company
holds a 40% equity interest in the entities formed under its joint ventures with Nuveen, which owns three newly
developed communities that are unencumbered.
The Company’s focus is on real estate investments. The Company has historically financed purchases of real
estate primarily through mortgages. During 2025, total investment property, including rental homes, increased 12%
or $200.3 million. See Note 3 of the Notes to Consolidated Financial Statements for additional information on our
acquisitions and Note 7 of the Notes to Consolidated Financial Statements for related debt transactions. The Company
continues to evaluate acquisition opportunities. The funds for these acquisitions (including the Company’s 40% share
of acquisition costs that may be incurred pursuant to its joint ventures with Nuveen Real Estate) may come from bank
borrowings, proceeds from the DRIP, and private placements or public offerings of debt, Common Stock or Preferred
Stock, including under the September 2024 Common ATM Program or the 2025 Preferred ATM Program or any other
at-the-market sale programs that the Company may commence. To the extent that funds or appropriate properties are
not available, fewer acquisitions will be made.
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The Company owned approximately 10,900 rental homes, not including rental homes in the joint venture
communities, or approximately 41% of our total homesites as of December 31, 2025. During 2025, our rental home
portfolio increased by a net of 571 homes and we sold 163 rental homes, representing a net increase of $65.4 million.
The Company markets these rental homes for sale to existing residents. The Company estimates that in 2026 it will
order approximately 800 manufactured homes to use as rental units at its properties for a total invoice cost of
approximately $60 million. Rental home rates on new homes range from approximately $850 to $2,000 per month,
including lot rent, depending on size, location and market conditions. During 2025, the Company also invested
approximately $49 million in other improvements to its communities.
The following table summarizes cash flow activity for the years ended December 31, 2025, 2024 and 2023
(in thousands):
2025
2024
2023
Net Cash Provided by Operating Activities
$
81,973
$
81,601
$
120,077
Net Cash Used in Investing Activities
(209,200)
(139,865)
(165,573)
Net Cash Provided by Financing Activities
99,342
102,638
69,057
Net Increase (Decrease) in Cash, Cash
Equivalents and Restricted Cash
$
(27,885)
$
44,374
$
23,561
Net cash provided by operating activities remained relatively stable from 2025 compared to 2024. Net cash
provided by operating activities decreased by $38.5 million in 2024 primarily due to an increase in Community NOI
and an increase in inventory.
Net cash used in investing activities increased by $69.3 million in 2025, primarily due to the purchase of five
communities, investment property and equipment and additions to land development. Net cash used in investing
activities decreased by $25.7 million in 2024, primarily due to the decrease in purchase of investment property and
equipment.
Net cash provided by financing activities decreased by $3.3 million in 2025 to $99.3 million. The Company
issued and sold 2.6 million shares of its Common Stock during 2025 through the September 2024 Common ATM
Program, raising net proceeds of approximately $44.1 million. The Company also received $9.3 million, including
dividends reinvested, through the DRIP. In addition, the Company issued and sold 93,000 shares of its Series D
Preferred Stock during 2025 through the Preferred ATM Programs, raising net proceeds of approximately $2.0 million.
During 2025, the Company distributed to our common shareholders a total of $74.8 million, including dividends
reinvested. In addition, the Company also paid $20.5 million in preferred dividends during 2025. The Company also
made principal payments on its mortgages and loans, net of new debt financing, totaling $120.4 million.
Net cash provided by financing activities increased by $33.6 million in 2024 to $102.6 million. The Company
issued and sold 12.5 million shares of its Common Stock during 2024 through the Common ATM Programs, raising
net proceeds of approximately $220.6 million. The Company also received $10.2 million, including dividends
reinvested, through the DRIP. In addition, the Company issued and sold 1.2 million shares of its Series D Preferred
Stock during 2024 through the 2023 Preferred ATM Program, raising net proceeds of approximately $28.0 million.
During 2024, the Company distributed to our common shareholders a total of $62.3 million, including dividends
reinvested. In addition, the Company also paid $19.2 million in preferred dividends during 2024. The Company also
made principal payments on its mortgages and loans, net of new debt financing, totaling $77.7 million.
Cash flows were primarily used for capital improvements, payment of dividends, purchase of inventory and
rental homes, loans to customers for the sales of manufactured homes, and expansion of existing communities. The
Company meets maturing mortgage obligations by using a combination of positive cash flows and refinancing. The
dividend payments were primarily made from cash flows from operations. Excluding expansions and rental home
purchases, the Company is budgeting approximately $30 to $40 million in capital improvements for 2026.
The Company’s significant commitments and contractual obligations relate to its mortgages, loans payable
and other indebtedness, acquisitions of manufactured home communities, retirement benefits, and the lease on its
corporate offices as described in Note 10 to the Consolidated Financial Statements.
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As of December 31, 2025, the Company had total assets of $1.7 billion and total liabilities of $791.8 million.
Our net debt (net of cash and cash equivalents) to total market capitalization as of December 31, 2025 and 2024 was
approximately 28% and 21%, respectively. Our net debt, less securities (net of cash and cash equivalents and
marketable securities) to total market capitalization as of December 31, 2025 and 2024 was approximately 27% and
19%, respectively. As of December 31, 2025, the Company had six mortgages totaling $38.2 million due within the
next 12 months.
The Company believes that cash on hand, funds generated from operations, the DRIP and capital markets,
the funds available on the lines of credit, together with the ability to finance and refinance its properties will provide
sufficient funds to adequately meet its obligations and generate funds for new investments over the next several years.
Contractual Obligations
The Company has investments in entities formed under its joint venture relationship with Nuveen Real Estate
which are accounted for under the equity method of accounting as we have the ability to exercise significant influence,
but not control, over the operating and financial decisions for the joint venture entities. The terms of the joint venture
arrangements require the Company to fund 40% and Nuveen to fund 60% of the total capital contributions made by
the members. See Item 2 – “Properties” and Note 5, "Investment in Joint Ventures," of the Notes to Consolidated
Financial Statements for additional information.
Our other primary contractual obligations relate to our loans and mortgages payable and other indebtedness, our
operating lease obligations and our obligations regarding the financing of our home sales. See Note 2 “Summary of
Significant Accounting Policies”, Note 7 “Loans and Mortgages Payable”, Note 10 “Related Party Transactions and
Other Matters” and Note 14 “Commitments, Contingencies and Legal Matters” of the Notes to Consolidated Financial
Statements for additional information.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires us
to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and
the related disclosures. Actual results could differ from these estimates.
For additional information regarding our significant accounting policies, see Note 2 of the Notes to
Consolidated Financial Statements.
Recent Accounting Pronouncements
See Note 2 of the Notes to Consolidated Financial Statements.
Item 7A – Quantitative and Qualitative Disclosures about Market Risk
As of December 31, 2025, we were exposed to risks associated with adverse changes in market prices and
interest rates. The Company's principal market risk exposure is interest rate risk. The Company’s future income, cash
flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Many
factors, including governmental monetary and tax policies, domestic and international economic and political
considerations and other factors that are beyond the Company’s control contribute to interest rate risk. The Company
mitigates this risk by maintaining prudent amounts of leverage, minimizing capital costs and interest expense while
continuously evaluating all available debt and equity resources and following established risk management policies
and procedures, which may include the periodic use of derivatives. The Company's primary strategy in entering into
derivative contracts is to minimize the variability that changes in interest rates could have on its future cash flows.
The Company generally employs derivative instruments that effectively convert a portion of its variable rate debt to
fixed rate debt. The Company does not enter into derivative instruments for speculative purposes.
The following table sets forth information as of December 31, 2025, concerning the Company’s mortgages
and loans payable, including principal cash flow by scheduled maturity, weighted average interest rates and estimated
fair value (in thousands).
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Mortgages Payable
Loans Payable
Weighted
Average
Weighted
Average
Carrying Value
Interest Rate
Carrying Value
Interest Rate
2026
$38,179
3.96%
$5,128
7.43%
2027
37,037
4.28%
-0-
-0-%
2028
23,970
5.55%
23,336
6.15%
2029
38,790
2.21%
-0-
-0-%
2030
114,739
2.93%
-0-
-0-%
Thereafter
309,380
5.64%
-0-
-0-%
Total
$562,095
4.73%(1)
$28,464
6.38%(1)
Estimated Fair
Value
$557,532
$28,464
(1) Weighted average interest rate, not including the effect of unamortized debt issuance costs. The weighted average interest
rate, including the effect of unamortized debt issuance costs, at December 31, 2025 was 4.78% for mortgages payable and
6.56% for loans payable.
All mortgage loans are at fixed rates. The Company has approximately $5.1 million in variable rate loans
payable. If short-term interest rates increased or decreased by 1%, interest expense would have increased or decreased
by approximately $51,000.
In its investment portfolio, the Company has invested in equity securities of other REITs and is primarily exposed
to market price risk from adverse changes in market rates and conditions. The Company’s marketable securities
investments was 1.1% of undepreciated assets as of December 31, 2025. Other than purchasing marketable equity
securities through automatic dividend reinvestments, the Company has not made any purchases of REIT securities
during 2023, 2024 and 2025 and the Company does not intend to increase its investment in the REIT securities
portfolio. All securities are carried at fair value.
Item 8 – Financial Statements and Supplementary Data
The financial statements and supplementary data listed in Part IV, Item 15(a)(1) and included immediately
following the signature pages to this report are incorporated herein by reference.
Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There were no changes in, or any disagreements with, the Company’s independent registered public
accounting firm on accounting principles and practices or financial disclosure during the years ended December 31,
2025 and 2024.
Item 9A – Controls and Procedures
Disclosure Controls and Procedures
Management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rule 13a-
15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to give
reasonable assurances to the timely collection, evaluation and disclosure of information that would potentially be
subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder as of December 31, 2025.
-56-
Internal Control over Financial Reporting
(a)
Management’s Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining effective internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal
control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP. Because of its
inherent limitations, including the possibility of collusion or improper management override of controls, internal
control over financial reporting may not prevent or detect misstatements.
Management assessed the Company’s internal control over financial reporting as of December 31, 2025. In
2025, Management retained the services of DLA, LLC, an independent firm, to assist management in its assessment
of the Company’s internal controls over financial reporting. This assessment was based on criteria for effective
internal control over financial reporting established in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013 framework). Management
directed and supervised the assessment and is solely responsible for the design, implementation, evaluation, and
conclusions regarding the effectiveness of the Company’s internal control over financial reporting. Based on this
assessment, management has concluded that the Company’s internal control over financial reporting was effective as
of December 31, 2025.
PKF O’Connor Davies, LLP, the Company’s independent registered public accounting firm, has issued their
report on their audit of the Company’s internal control over financial reporting, a copy of which is included herein.
(b)
Attestation Report of the Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
UMH Properties, Inc.
Opinion on Internal Control over Financial Reporting
We have audited UMH Properties, Inc.’s (the “Company”) internal control over financial reporting as of December
31, 2025, based on criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria
established in Internal Control–Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, and the
related consolidated statements of income (loss), shareholders’ equity and cash flows for each of the three years in the
period ended December 31, 2025, and our report dated February 25, 2026, expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for
its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion
on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit of internal control over financial reporting included obtaining an
-57-
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ PKF O’Connor Davies, LLP
February 25, 2026
New York, New York
(c) Changes in Internal Control over Financial Reporting
There have been no changes to our internal control over financial reporting during the quarter ended
December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.
Item 9B – Other Information
None.
Item 9C – Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
Not applicable.
PART III
Item 10 – Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference to the definitive proxy statement
for the Company’s 2026 annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A and the
information included under the caption "Information about our Executive Officers" in Part I hereof, in accordance
with General Instruction G(3) to Form 10-K.
Item 11 – Executive Compensation
The information required by this item is incorporated herein by reference to the definitive proxy statement
for the Company’s 2026 annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A, in
accordance with General Instruction G(3) to Form 10-K.
-58-
Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by this item is incorporated herein by reference to the definitive proxy statement
for the Company’s 2026 annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A, in
accordance with General Instruction G(3) to Form 10-K.
Item 13 – Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to the definitive proxy statement
for the Company’s 2026 annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A, in
accordance with General Instruction G(3) to Form 10-K.
Item 14 – Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to the definitive proxy statement
for the Company’s 2026 annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A, in
accordance with General Instruction G(3) to Form 10-K.
-59-
PART IV
Item 15 – Exhibits and Financial Statement Schedules
Page(s)
(a) (1)
The following Financial Statements are filed as part of this report.
(i)
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 127)
66
(ii)
Consolidated Balance Sheets as of December 31, 2025 and 2024
67-68
(iii)
Consolidated Statements of Income (Loss) for the years ended December 31, 2025,
2024 and 2023
69
(iv)
Consolidated Statements of Shareholders’ Equity for the years ended December 31,
2025, 2024 and 2023
70-71
(v)
Consolidated Statements of Cash Flows for the years ended December 31, 2025,
2024 and 2023
72
(vi)
Notes to Consolidated Financial Statements
73-104
(a) (2)
The following Financial Statement Schedule is filed as part of this report:
(i)
Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2025
105-114
All other schedules are omitted for the reason that they are not required, are not applicable, or the required
information is set forth in the consolidated financial statements or notes thereto.
-60-
(a) (3) The Exhibits set forth in the following index of Exhibits are filed as part of this Report.
Exhibit
No.
Description
(2)
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
2.1
Agreement and Plan of Merger dated as of June 23, 2003 (incorporated by reference from the
Company’s Definitive Proxy Statement as filed with the Securities and Exchange Commission on July
10, 2003, Registration No. 001-12690).
(3)
Articles of Incorporation and By-Laws
3.1
Articles of Incorporation of UMH Properties, Inc., a Maryland corporation (incorporated by reference
from the Company’s Definitive Proxy Statement as filed with the Securities and Exchange
Commission on July 10, 2003, Registration No. 001-12690).
3.2
Amendment to Articles of Incorporation (incorporated by reference to the 8-K as filed by the
Registrant with the Securities and Exchange Commission on April 3, 2006, Registration No. 001-
12690).
3.3
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on May 26, 2011, Registration No. 001-
12690).
3.4
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the
Securities and Exchange Commission on May 26, 2011, Registration No. 001-12690).
3.5
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on April 10, 2012, Registration No. 001-
12690).
3.6
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the
Securities and Exchange Commission on April 10, 2012, Registration No. 001-12690).
3.7
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on October 31, 2012, Registration No. 001-
12690).
3.8
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the
Securities and Exchange Commission on October 31, 2012, Registration No. 001-12690).
3.9
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on October 20, 2015, Registration No. 001-
12690).
3.10
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the
Securities and Exchange Commission on October 20, 2015, Registration No. 001-12690).
3.11
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on April 5, 2016, Registration No. 001-
12690).
3.12
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the
Securities and Exchange Commission on April 5, 2016, Registration No. 001-12690).
3.13
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on August 11, 2016, Registration No. 001-
12690).
-61-
Exhibit
No.
Description
3.14
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on June 5, 2017, Registration No. 001-
12690).
3.15
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on July 26, 2017, Registration No. 001-
12690).
3.16
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the
Securities and Exchange Commission on July 26, 2017, Registration No. 001-12690).
3.17
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the
Securities and Exchange Commission on January 22, 2018, Registration No. 001-12690).
3.18
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on April 29, 2019, Registration No. 001-
12690).
3.19
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the
Securities and Exchange Commission on April 29, 2019, Registration No. 001-12690).
3.20
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on October 22, 2019, Registration No. 001-
12690).
3.21
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the
Securities and Exchange Commission on October 22, 2019, Registration No. 001-12690).
3.22
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on May 18, 2020, Registration No. 001-
12690).
3.23
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the
Securities and Exchange Commission on July 16, 2020, Registration No. 001-12690).
3.24
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the
Securities and Exchange Commission on January 10, 2023, Registration No. 001-12690).
3.25
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the
Securities and Exchange Commission on May 19, 2023, Registration No. 001-12690).
3.26
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on September 16, 2024, Registration No.
001-12690).
3.27
Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the
Registrant with the Securities and Exchange Commission on March 5, 2025, Registration No. 001-
12690).
3.28
Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with
the Securities and Exchange Commission on March 5, 2025, Registration No. 001-12690).
3.29
Bylaws of the Company, as amended and restated, dated March 31, 2014 (incorporated by reference
to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on March
31, 2014, Registration No. 001-12690).
-62-
Exhibit
No.
Description
(4)
Instruments Defining the Rights of Security Holders, Including Indentures
4.1
Specimen certificate of Common Stock of UMH Properties, Inc. (incorporated by reference to Exhibit
4.1 to the Form S-3 as filed by the Registrant with the Securities and Exchange Commission on
December 21, 2010, Registration No. 333-171338).
4.2
Specimen certificate representing the Series D Preferred Stock of UMH Properties, Inc. (incorporated
by reference to Exhibit 4.2 to the Form 8-A12B as filed by the Registrant with the Securities and
Exchange Commission on January 22, 2018, Registration No. 001-12690).
4.3
Deed of Trust for the 4.72% Series A Bonds due 2027 between UMH Properties, Inc. and Reznik Paz
Nevo Trusts Ltd., as trustee, dated as of January 31, 2022 (incorporated by reference to Exhibit 4.4 to
the Form 10-K as filed by the Registrant with the Securities and Exchange Commission on February
24, 2022, Registration No. 001-12690).
4.4
Deed of Trust for the 5.85% Series B Bonds due 2030 between UMH Properties, Inc. and Reznik Paz
Nevo Trusts Ltd., as trustee, dated as of July 18, 2025 (incorporated by reference to Exhibit 4.1 to the
Form 10-Q as filed by the Registrant with the Securities and Exchange Commission on August 6,
2025, Registration No. 001-12690).
4.5
*
Description of the Company’s Securities Registered Under Section 12 of the Securities Exchange Act
of 1934.
(10)
Material Contracts
10.1
+
Employment Agreement with Mr. Eugene W. Landy dated December 14, 1993 (incorporated by
reference to the Company’s 1993 Form 10-K as filed with the Securities and Exchange Commission
on March 28, 1994).
10.2
+
Amendment to Employment Agreement with Mr. Eugene W. Landy effective January 1, 2004
(incorporated by reference to the Company’s 2004 Form 10-K/A as filed with the Securities and
Exchange Commission on March 30, 2005, Registration No. 001-12690).
10.3
+
Second Amendment to Employment Agreement of Eugene W. Landy, dated April 14, 2008
(incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange
Commission on April 16, 2008, Registration No. 001-12690).
10.4
+
Third Amendment to Employment Agreement with Mr. Eugene W. Landy effective October 1, 2014
(incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange
Commission on October 8, 2014, Registration No. 001-12690).
10.5
+
Amended and Restated Employment Agreement effective January 1, 2023, between UMH Properties,
Inc. and Samuel A. Landy (incorporated by reference to the Form 8-K as filed by the Registrant with
the Securities and Exchange Commission on January 13, 2023, Registration No. 001-12690).
10.6
+
Amended and Restated Employment Agreement effective January 1, 2023, between UMH Properties,
Inc. and Anna T. Chew (incorporated by reference to the Form 8-K as filed by the Registrant with the
Securities and Exchange Commission on January 13, 2023, Registration No. 001-12690).
10.7
+
Employment Agreement effective January 1, 2023, between UMH Properties, Inc. and Craig Koster
(incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange
Commission on January 13, 2023, Registration No. 001-12690).
10.8
+
Employment Agreement effective January 1, 2023, between UMH Properties, Inc. and Brett Taft
(incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange
Commission on January 13, 2023, Registration No. 001-12690).
-63-
Exhibit
No.
Description
10.9
+
Form of Indemnification Agreement between UMH Properties, Inc. and its Directors and Executive
Officers (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and
Exchange Commission on April 23, 2012, Registration No. 001-12690).
10.10
+
UMH Properties, Inc. 2023 Equity Incentive Plan (incorporated by reference to the Company’s
Definitive Proxy Statement (DEF 14A) as filed with the Securities and Exchange Commission on
March 31, 2023, Registration No. 001-12690).
10.11
+
UMH Properties, Inc. Amended 2023 Equity Incentive Plan (incorporated by reference to the
Company’s Definitive Proxy Statement (DEF 14A) as filed with the Securities and Exchange
Commission on April 4, 2025, Registration No. 001-12690).
10.12
+
Dividend Reinvestment and Stock Purchase Plan (incorporated by reference to the Company’s
Registration Statement filed on Form S-3D as filed with the Securities and Exchange Commission on
June 17, 2019, Registration No. 333-232162).
10.13
Second Amended and Restated Credit Agreement by and among UMH Properties, Inc. and Bank of
Montreal, as Administrative Agent, dated as of November 7, 2022 (incorporated by reference to the
Form 10-Q as filed by the Registrant with the Securities and Exchange Commission on November 8,
2022, Registration No. 001-12690).
10.14
First Amendment to Second Amended and Restated Credit Agreement by and among UMH
Properties, Inc. and Bank of Montreal, as Administrative Agent, dated as of February 24, 2023
(incorporated by reference to the Form 10-K as filed by the Registrant with the Securities and
Exchange Commission on February 28, 2023, Registration No. 001-12690).
10.15
Commitment Amount Increase Request to Second Amended and Restated Credit Agreement by and
among UMH Properties, Inc. and Bank of Montreal, as Administrative Agent (incorporated by
reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on
April 4, 2024, Registration No. 001-12690).
10.16
Equity Distribution Agreement by and between 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, (incorporated by reference to
the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on September
16, 2024, Registration No. 001-12690).
10.17
At-the-Market Sales Agreement by and between UMH Properties, Inc. and B. Riley Securities, Inc.
(incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange
Commission on March 5, 2025, Registration No. 001-12690).
10.18
Reaffirmation, Joinder and Fifth Amendment dated as of May 15, 2025 to Master Credit Facility
Agreement dated as of August 20, 2020, as previously amended, among certain subsidiaries of the
Company, as borrowers, Wells Fargo Bank, National Association, as lender, and Fannie Mae (with
attached Master Credit Facility Agreement dated as of August 20, 2020 and Confirmation of Guaranty
by UMH Properties, Inc. dated as of May 15, 2025) (incorporated by reference to Exhibit 10.1 to the
Form 10-Q as filed by the Registrant with the Securities and Exchange Commission on August 6,
2025, Registration No. 001-12690).
10.19
*
Reaffirmation, Joinder and Sixth Amendment dated as of November 25, 2025 to Master Credit Facility
Agreement dated as of August 20, 2020, as previously amended, among certain subsidiaries of the
Company, as borrowers, Wells Fargo Bank, National Association, as lender, and Fannie Mae (with
attached Master Credit Facility Agreement dated as of August 20, 2020 and Confirmation of Guaranty
by UMH Properties, Inc. dated as of November 25, 2025).
(19)
Insider Trading Policy (incorporated by reference to the Company’s 2024 Form 10-K as filed with the
Securities and Exchange Commission on February 26, 2025).
-64-
Exhibit
No.
Description
(21)
*
Subsidiaries of the Registrant.
(23)
*
Consent of PKF O’Connor Davies, LLP.
(31.1)
*
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)
*
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
(32)
*
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(97)
+
Compensation Clawback Policy (incorporated by reference to the Company’s 2023 Form 10-K as filed
with the Securities and Exchange Commission on February 28, 2024).
(101)
Interactive Data File
++
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document)
101.SCH
++
Inline XBRL Taxonomy Extension Schema Document
101.CAL
++
Inline XBRL Taxonomy Extension Calculation Document
101.LAB
++
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
++
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
104
++
++
Inline XBRL Taxonomy Extension Definition Linkbase Document
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed herewith.
+
Denotes a management contract or compensatory plan or arrangement.
++
Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not “filed” or part of a
registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act, is deemed
not “filed” for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability
under these sections.
Item 16 – Form 10-K Summary
Not applicable.
-65-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
UMH PROPERTIES, INC.
BY: /s/Samuel A. Landy
SAMUEL A. LANDY
President, Chief Executive Officer and Director
(Principal Executive Officer)
BY: /s/Anna T. Chew
ANNA T. CHEW
Executive Vice President, Chief Financial Officer, Treasurer
and Director (Principal Financial and Accounting Officer)
Dated: February 25, 2026
Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, this report has been duly signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Title
Date
/s/Eugene W. Landy
EUGENE W. LANDY
Chairman of the Board
February 25, 2026
/s/Samuel A. Landy
SAMUEL A. LANDY
President, Chief Executive Officer and Director
February 25, 2026
/s/Anna T. Chew
ANNA T. CHEW
Executive Vice President, Chief Financial Officer,
Treasurer and Director
February 25, 2026
/s/Amy Butewicz
AMY BUTEWICZ
Director
February 25, 2026
/s/Jeffrey A. Carus
JEFFREY A. CARUS
Director
February 25, 2026
/s/Todd J. Clark
TODD J. CLARK
Director
February 25, 2026
/s/Matthew Hirsch
MATTHEW HIRSCH
Director
February 25, 2026
/s/Michael P. Landy
MICHAEL P. LANDY
Director
February 25, 2026
/s/Stuart Levy
STUART LEVY
Director
February 25, 2026
/s/William Mitchell
WILLIAM MITCHELL
Director
February 25, 2026
/s/Angela D. Pruitt-Marriott
ANGELA D. PRUITT-MARRIOTT
Director
February 25, 2026
/s/Kenneth K. Quigley, Jr.
KENNETH K. QUIGLEY, JR.
Director
February 25, 2026
-66-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
UMH Properties, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of UMH Properties, Inc. and subsidiaries (the
“Company”) as of December 31, 2025 and 2024, and the related consolidated statements of income (loss),
shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related
notes and schedule listed in the Index at Item 15(a)(2)(i) (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally
accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on
criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), and our report dated February 25, 2026, expressed an
unqualified opinion.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the Company’s consolidated financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that
were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts
or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there were no critical audit matters.
/s/ PKF O’Connor Davies, LLP
February 25, 2026
New York, New York
We have served as the Company’s auditor since 2008.
-67-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2025 and 2024
(in thousands except per share amounts)
-ASSETS-
2025
2024
Investment Property and Equipment
Land
$ 92,824
$ 88,037
Site and Land Improvements
1,093,424
970,053
Buildings and Improvements
51,524
44,782
Rental Homes and Accessories
631,618
566,242
Total Investment Property
1,869,390
1,669,114
Equipment and Vehicles
35,889
31,488
Total Investment Property and Equipment
1,905,279
1,700,602
Accumulated Depreciation
(533,864)
(471,703)
Net Investment Property and Equipment
1,371,415
1,228,899
Other Assets
Cash and Cash Equivalents
72,100
99,720
Marketable Securities at Fair Value
23,758
31,883
Inventory of Manufactured Homes
42,370
34,982
Notes and Other Receivables, net
104,587
91,668
Prepaid Expenses and Other Assets
13,778
14,261
Land Development Costs
39,898
33,868
Investment in Joint Ventures
31,130
28,447
Total Other Assets
327,621
334,829
TOTAL ASSETS
$ 1,699,036
$ 1,563,728
See Accompanying Notes to Consolidated Financial Statements
-68-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF DECEMBER 31, 2025 and 2024
(in thousands except per share amounts)
- LIABILITIES AND SHAREHOLDERS’ EQUITY -
2025
2024
LIABILITIES:
Mortgages Payable, net of unamortized debt issuance costs
$ 556,129
$ 485,540
Other Liabilities:
Accounts Payable
5,663
7,979
Loans Payable, net of unamortized debt issuance costs
27,696
28,279
Series A Bonds, net of unamortized debt issuance costs
101,751
100,903
Series B Bonds, net of unamortized debt issuance costs
75,651
-0-
Accrued Liabilities and Deposits
14,115
15,091
Tenant Security Deposits
10,835
10,027
Total Other Liabilities
235,711
162,279
Total Liabilities
791,840
647,819
Commitments and Contingencies
Shareholders’ Equity:
Series D – 6.375% Cumulative Redeemable Preferred
Stock, $0.10 par value per share, 18,700 and 13,700 shares
authorized as of December 31, 2025 and 2024, respectively;
12,916 and 12,823 shares issued and outstanding as of
December 31, 2025 and 2024, respectively
322,899
320,572
Common Stock - $0.10 par value per share, 183,714 and
163,714 shares authorized as of December 31, 2025 and 2024,
respectively; 84,850 and 81,909 shares issued and outstanding
as of December 31, 2025 and 2024, respectively
8,485
8,191
Excess Stock - $0.10 par value per share, 3,000 shares
authorized; no shares issued or outstanding as of
December 31, 2025 and 2024
-0-
-0-
Additional Paid-In Capital
599,520
610,630
Accumulated Deficit
(25,364)
(25,364)
Total UMH Properties, Inc. Shareholders’ Equity
905,540
914,029
Non-Controlling Interest in Consolidated Subsidiaries
1,656
1,880
Total Shareholders’ Equity
907,196
915,909
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$ 1,699,036
$ 1,563,728
See Accompanying Notes to Consolidated Financial Statements
-69-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 and 2023
(in thousands)
2025
2024
2023
INCOME:
Rental and Related Income
$ 226,713
$ 207,019
$ 189,749
Sales of Manufactured Homes
35,041
33,533
31,176
Total Income
261,754
240,552
220,925
EXPENSES:
Community Operating Expenses
95,977
87,354
81,343
Cost of Sales of Manufactured Homes
22,571
21,894
21,089
Selling Expenses
7,302
6,833
6,949
General and Administrative Expenses
21,537
21,772
19,703
Depreciation Expense
66,555
60,239
55,719
Total Expenses
213,942
198,092
184,803
OTHER INCOME (EXPENSE):
Interest Income
8,740
7,122
4,984
Dividend Income
1,477
1,452
2,318
Gain (Loss) on Sales of Marketable Securities, net
(221)
(3,778)
183
Increase (Decrease) in Fair Value of Marketable Securities
(2,259)
1,167
(3,555)
Other Income
912
794
1,082
Loss on Investment in Joint Ventures
(439)
(376)
(808)
Interest Expense
(29,683)
(27,287)
(32,475)
Total Other Income (Expense)
(21,473)
(20,906)
(28,271)
Income Before Loss on Sales of Investment Property
and Equipment
26,339
21,554
7,851
Loss on Sales of Investment Property and Equipment
(64)
(113)
-0-
Net Income
26,275
21,441
7,851
Preferred Dividends
(20,533)
(19,163)
(16,723)
Loss Attributable to Non-Controlling Interest
224
194
158
Net Income (Loss) Attributable to Common
Shareholders
$5,966
$2,472
$(8,714)
Net Income (Loss) Attributable to Common
Shareholders Per Share – Basic and Diluted
$0.07
$0.03
$(0.15)
Weighted Average Common Shares Outstanding:
Basic
84,067
74,114
63,068
Diluted
84,694
74,912
63,681
See Accompanying Notes to Consolidated Financial Statements
-70-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 and 2023
(in thousands)
Common Stock
Preferred
Issued and Outstanding
Stock
Number
Amount
Series D
Balance December 31, 2022
57,595
$5,760
$225,379
Common Stock Issued with the DRIP
612
61
-0-
Common Stock Issued through Restricted/ Unrestricted Stock
Awards
302
30
-0-
Common Stock Issued through Stock Options
71
7
-0-
Common Stock Issued in connection with At-The-Market
Offerings, net
9,398
940
-0-
Preferred Stock Issued in connection with At-The-Market
Offerings, net
-0-
-0-
64,801
Distributions
-0-
-0-
-0-
Stock Compensation Expense
-0-
-0-
-0-
Net Income (Loss)
-0-
-0-
-0-
Balance December 31, 2023
67,978
6,798
290,180
Common Stock Issued with the DRIP
623
62
-0-
Common Stock Issued through Restricted/ Unrestricted Stock
Awards
496
50
-0-
Common Stock Issued through Stock Options
280
28
-0-
Common Stock Issued in connection with At-The-Market
Offerings, net
12,532
1,253
-0-
Preferred Stock Issued in connection with At-The-Market
Offerings, net
-0-
-0-
30,392
Distributions
-0-
-0-
-0-
Stock Compensation Expense
-0-
-0-
-0-
Net Income (Loss)
-0-
-0-
-0-
Balance December 31, 2024
81,909
8,191
320,572
Common Stock Issued with the DRIP
591
59
-0-
Common Stock Issued through Restricted/ Unrestricted Stock
Awards
65
6
-0-
Common Stock Issued through Stock Options
39
4
-0-
Repurchase of Common Stock
(320)
(32)
-0-
Common Stock Issued in connection with At-The-Market
Offerings, net
2,566
257
-0-
Preferred Stock Issued in connection with At-The-Market
Offerings, net
-0-
-0-
2,327
Distributions
-0-
-0-
-0-
Stock Compensation Expense
-0-
-0-
-0-
Net Income (Loss)
-0-
-0-
-0-
Balance December 31, 2025
84,850
$8,485
$322,899
See Accompanying Notes to Consolidated Financial Statements
-71-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY, CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 and 2022
(in thousands)
See Accompanying Notes to Consolidated Financial Statements
Additional
Paid-In
Undistributed
Income
(Accumulated
Non-Controlling
Interest in
Consolidated
Total
Shareholders’
Capital
Deficit)
Subsidiary
Equity
Balance December 31, 2022
$343,189
$(25,364)
$2,232
$551,196
Common Stock Issued with the DRIP
8,985
-0-
-0-
9,046
Common Stock Issued through Restricted/ Unrestricted Stock
Awards
(30)
-0-
-0-
-0-
Common Stock Issued through Stock Options
727
-0-
-0-
734
Common Stock Issued in connection with At-The-Market
Offerings, net
144,849
-0-
-0-
145,789
Preferred Stock Issued in connection with At-The-Market
Offerings, net
(9,072)
-0-
-0-
55,729
Distributions
(60,438)
(8,009)
-0-
(68,447)
Stock Compensation Expense
4,896
-0-
-0-
4,896
Net Income (Loss)
-0-
8,009
(158)
7,851
Balance December 31, 2023
433,106
(25,364)
2,074
706,794
Common Stock Issued with the DRIP
10,151
-0-
-0-
10,213
Common Stock Issued through Restricted/ Unrestricted Stock
Awards
(50)
-0-
-0-
-0-
Common Stock Issued through Stock Options
2,891
-0-
-0-
2,919
Common Stock Issued in connection with At-The-Market
Offerings, net
219,369
-0-
-0-
220,622
Preferred Stock Issued in connection with At-The-Market
Offerings, net
(2,377)
-0-
-0-
28,015
Distributions
(59,817)
(21,635)
-0-
(81,452)
Stock Compensation Expense
7,357
-0-
-0-
7,357
Net Income (Loss)
-0-
21,635
(194)
21,441
Balance December 31, 2024
610,630
(25,364)
1,880
915,909
Common Stock Issued with the DRIP
9,275
-0-
-0-
9,334
Common Stock Issued through Restricted/ Unrestricted Stock
Awards
(6)
-0-
-0-
-0-
Common Stock Issued through Stock Options
531
-0-
-0-
535
Repurchase of Common Stock
(4,786)
-0-
-0-
(4,818)
Common Stock Issued in connection with At-The-Market
Offerings, net
43,851
-0-
-0-
44,108
Preferred Stock Issued in connection with At-The-Market
Offerings, net
(376)
-0-
-0-
1,951
Distributions
(68,782)
(26,499)
-0-
(95,281)
Stock Compensation Expense
9,183
-0-
-0-
9,183
Net Income (Loss)
-0-
26,499
(224)
26,275
Balance December 31, 2025
$599,520
$(25,364)
$1,656
$907,196
-72-
UMH PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 and 2023
(in thousands)
2025
2024
2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income
$ 26,275
$ 21,441
$ 7,851
Non-Cash items included in Net Income:
Depreciation
66,555
60,239
55,719
Amortization of Financing Costs
2,992
2,384
2,135
Stock Compensation Expense
5,364
4,784
4,896
Provision for Uncollectible Notes and Other Receivables
1,603
2,079
2,061
(Gain) Loss on Sales of Marketable Securities, net
221
3,778
(183)
(Increase) Decrease in Fair Value of Marketable Securities
2,259
(1,167)
3,555
Loss on Sales of Investment Property and Equipment
64
113
-0-
Loss on Investment in Joint Ventures
816
895
1,026
Changes in Operating Assets and Liabilities:
Inventory of Manufactured Homes
(7,388)
(2,042)
55,528
Notes and Other Receivables, net of notes acquired with acquisitions
(14,522)
(12,676)
(15,861)
Prepaid Expenses and Other Assets
218
(558)
4,308
Accounts Payable
(2,316)
1,873
(281)
Accrued Liabilities and Deposits
(976)
(26)
(1,735)
Tenant Security Deposits
808
484
1,058
Net Cash Provided by Operating Activities
81,973
81,601
120,077
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Manufactured Home Communities, net of mortgages assumed
(42,791)
-0-
(3,679)
Purchase of Investment Property and Equipment
(114,373)
(92,101)
(123,860)
Proceeds from Sales of Investment Property and Equipment
4,060
5,282
3,049
Additions to Land Development Costs
(58,242)
(48,567)
(37,928)
Purchase of Marketable Securities through automatic reinvestments
(27)
(24)
(23)
Proceeds from Sales of Marketable Securities
5,672
36
4,323
Investment in Joint Ventures
(3,499)
(4,491)
(7,455)
Net Cash Used in Investing Activities
(209,200)
(139,865)
(165,573)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Mortgages, net of mortgages assumed
193,235
-0-
57,743
Net Payments from Short-Term Borrowings
(1,048)
(65,170)
(59,542)
Principal Payments of Mortgages and Loans
(120,410)
(11,864)
(70,317)
Proceeds from Bond Issuance
80,231
-0-
-0-
Financing Costs on Debt
(8,495)
(645)
(1,678)
Proceeds from At-The-Market Preferred Equity Program, net of offering
costs
1,951
28,015
55,729
Proceeds from At-The-Market Common Equity Program,
net of offering costs
44,108
220,622
145,789
Proceeds from Issuance of Common Stock in the DRIP, net of
dividend reinvestments
5,815
6,999
6,394
Repurchase of Common Stock
(4,818)
-0-
-0-
Proceeds from Exercise of Stock Options
535
2,919
734
Preferred Dividends Paid
(20,533)
(19,163)
(16,723)
Common Dividends Paid, net of dividend reinvestments
(71,229)
(59,075)
(49,072)
Net Cash Provided by Financing Activities
99,342
102,638
69,057
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash
(27,885)
44,374
23,561
Cash, Cash Equivalents and Restricted Cash at Beginning of Year
108,811
64,437
40,876
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END
OF YEAR
$ 80,926
$ 108,811
$ 64,437
See Accompanying Notes to Consolidated Financial Statements
-73-
UMH PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 and 2024
NOTE 1 – ORGANIZATION
UMH Properties, Inc., a Maryland corporation, and its subsidiaries (“we”, “our”, “us” or “the Company”)
operates as a real estate investment trust (“REIT”) deriving its income primarily from real estate rental operations.
The Company, through its wholly-owned taxable subsidiary, UMH Sales and Finance, Inc. (“S&F”), sells
manufactured homes to residents and prospective residents in our communities. Inherent in the operations of
manufactured home communities are site vacancies. S&F was established to enhance the value of the communities
by helping to fill these vacancies through the sales of homes. The Company holds a 77% controlling interest in its
qualified opportunity zone fund which it created in 2022 to acquire, develop and redevelop manufactured housing
communities located in areas designated as Qualified Opportunity Zones by the U.S. Treasury Department to
encourage long-term investment in economically distressed areas. The consolidated financial statements of the
Company include S&F and all of its other wholly-owned subsidiaries and its qualified opportunity zone fund. All
intercompany transactions and balances have been eliminated in consolidation. Management views the Company as
a single segment based on its method of internal reporting in addition to its allocation of capital and resources.
Description of the Business
As of December 31, 2025, the Company operated a portfolio of 145 manufactured home communities, of
which 142 are majority owned and are included in our consolidated operations with the remaining three owned through
our joint ventures with Nuveen Real Estate, in which the Company has a 40% interest. Of the 142 majority owned
communities, 140 are owned 100% by the Company with the remaining two owned by the Company’s Opportunity
Zone Fund, in which the Company has a 77% interest. The Company’s portfolio of 145 communities contain a total
of approximately 27,100 developed homesites, of which 11,000 contain rental homes that are leased to residents.
These 145 communities are located in twelve states consisting of New Jersey, New York, Ohio, Pennsylvania,
Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina, Florida and Georgia.
These manufactured home communities are listed by trade names as follows:
MANUFACTURED HOME COMMUNITY
LOCATION
Albany Dunes
Albany, Georgia
Allentown
Memphis, Tennessee
Arbor Estates
Doylestown, Pennsylvania
Auburn Estates
Orrville, Ohio
Bayshore Estates
Sandusky, Ohio
Birchwood Farms
Birch Run, Michigan
Boardwalk
Elkhart, Indiana
Broadmore Estates
Goshen, Indiana
Brookside Village
Berwick, Pennsylvania
Brookview Village
Greenfield Center, New York
Camelot Village
Anderson, Indiana
Camelot Woods
Altoona, Pennsylvania
Candlewick Court
Owosso, Michigan
Carsons
Chambersburg, Pennsylvania
Catalina
Middletown, Ohio
Cedar Grove
Mantua, New Jersey
Cedarcrest Village
Vineland, New Jersey
Center Manor
Monaca, Pennsylvania
Chambersburg I & II
Chambersburg, Pennsylvania
Chelsea
Sayre, Pennsylvania
Cinnamon Woods
Conowingo, Maryland
City View
Lewistown, Pennsylvania
Clinton Mobile Home Resort
Tiffin, Ohio
Collingwood
Horseheads, New York
-74-
MANUFACTURED HOME COMMUNITY
LOCATION
Colonial Heights
Wintersville, Ohio
Conowingo Court
Conowingo, Maryland
Countryside Estates
Muncie, Indiana
Countryside Estates
Ravenna, Ohio
Countryside Village
Columbia, Tennessee
Cranberry Village
Cranberry Township, Pennsylvania
Crestview
Athens, Pennsylvania
Cross Keys Village
Duncansville, Pennsylvania
Crossroads Village
Mount Pleasant, Pennsylvania
Dallas Mobile Home Community
Toronto, Ohio
Deer Meadows
New Springfield, Ohio
Deer Run
Dothan, Alabama
Duck River Estates
Columbia, Tennessee
D & R Village
Clifton Park, New York
Evergreen Estates
Lodi, Ohio
Evergreen Manor
Bedford, Ohio
Evergreen Village
Mantua, Ohio
Fairview Manor
Millville, New Jersey
Fifty-One Estates
Elizabeth, Pennsylvania
Fohl Village
Canton, Ohio
Forest Creek
Elkhart, Indiana
Forest Park Village
Cranberry Township, Pennsylvania
Fox Chapel Village
Cheswick, Pennsylvania
Frieden Manor
Schuylkill Haven, Pennsylvania
Friendly Village
Perrysburg, Ohio
Garden View Estates (1)
Orangeburg, South Carolina
Green Acres
Chambersburg, Pennsylvania
Gregory Courts
Honey Brook, Pennsylvania
Hayden Heights
Dublin, Ohio
Heather Highlands
Inkerman, Pennsylvania
Hidden Creek
Erie, Michigan
High View Acres
Export, Pennsylvania
Highland
Elkhart, Indiana
Highland Estates
Kutztown, Pennsylvania
Hillcrest Crossing
Lower Burrell, Pennsylvania
Hillcrest Estates
Marysville, Ohio
Hillside Estates
Greensburg, Pennsylvania
Holiday Village
Nashville, Tennessee
Holiday Village
Elkhart, Indiana
Holly Acres Estates
Erie, Pennsylvania
Honey Ridge (2)
Honey Brook, Pennsylvania
Hudson Estates
Peninsula, Ohio
Huntingdon Pointe
Tarrs, Pennsylvania
Independence Park
Clinton, Pennsylvania
Iris Winds
Sumter, South Carolina
Kinnebrook
Monticello, New York
Lake Erie Estates
Fredonia, New York
Lake Sherman Village
Navarre, Ohio
Lakeview Meadows
Lakeview, Ohio
Laurel Woods
Cresson, Pennsylvania
Little Chippewa
Orrville, Ohio
Mandell Trails
Butler, Pennsylvania
Maple Manor
Taylor, Pennsylvania
Maplewood Village
Mantua, New Jersey
Marysville Estates
Marysville, Ohio
Maybelle Manor
Conowingo, Maryland
-75-
MANUFACTURED HOME COMMUNITY
LOCATION
Meadowood
New Middletown, Ohio
Meadows
Nappanee, Indiana
Meadows of Perrysburg
Perrysburg, Ohio
Melrose Village
Wooster, Ohio
Melrose West
Wooster, Ohio
Memphis Blues
Memphis, Tennessee
Mighty Oak (1)
Albany, Georgia
Monroe Valley
Jonestown, Pennsylvania
Moosic Heights
Avoca, Pennsylvania
Mount Pleasant Village
Mount Pleasant, Pennsylvania
Mountaintop
Narvon, Pennsylvania
New Colony
West Mifflin, Pennsylvania
Northtowne Meadows
Erie, Michigan
Oak Ridge Estates
Elkhart, Indiana
Oak Tree
Jackson, New Jersey
Oakwood Lake Village
Tunkhannock, Pennsylvania
Olmsted Falls
Olmsted Falls, Ohio
Oxford Village
West Grove, Pennsylvania
Parke Place
Elkhart, Indiana
Perrysburg Estates
Perrysburg, Ohio
Pikewood Manor
Elyria, Ohio
Pine Ridge Village/Pine Manor
Carlisle, Pennsylvania
Pine Valley Estates
Apollo, Pennsylvania
Pleasant View Estates
Bloomsburg, Pennsylvania
Port Royal Village
Belle Vernon, Pennsylvania
Redbud Estates
Anderson, Indiana
River Bluff Estates
Memphis, Tennessee
River Valley Estates
Marion, Ohio
Rolling Hills Estates
Carlisle, Pennsylvania
Rostraver Estates
Belle Vernon, Pennsylvania
Rum Runner (2)
Sebring, Florida
Saddle Creek
Dothan, Alabama
Sandy Valley Estates
Magnolia, Ohio
Sebring Square (2)
Sebring, Florida
Shady Hills
Nashville, Tennessee
Somerset Estates/Whispering Pines
Somerset, Pennsylvania
Southern Terrace
Columbiana, Ohio
Southwind Village
Jackson, New Jersey
Spreading Oaks Village
Athens, Ohio
Springfield Meadows
Springfield, Ohio
Suburban Estates
Greensburg, Pennsylvania
Summit Estates
Ravenna, Ohio
Summit Village
Marion, Indiana
Sunny Acres
Somerset, Pennsylvania
Sunnyside
Eagleville, Pennsylvania
Trailmont
Goodlettsville, Tennessee
Twin Oaks I & II
Olmsted Falls, Ohio
Twin Pines
Goshen, Indiana
Valley High
Ruffs Dale, Pennsylvania
Valley Hills
Ravenna, Ohio
Valley Stream
Mountaintop, Pennsylvania
Valley View I
Ephrata, Pennsylvania
Valley View II
Ephrata, Pennsylvania
Valley View – Honey Brook
Honey Brook, Pennsylvania
Voyager Estates
West Newton, Pennsylvania
Waterfalls Village
Hamburg, New York
-76-
MANUFACTURED HOME COMMUNITY
LOCATION
Wayside
Bellefontaine, Ohio
Weatherly Estates
Lebanon, Tennessee
Wellington Estates
Export, Pennsylvania
Woodland Manor
West Monroe, New York
Woodlawn Village
Eatontown, New Jersey
Woods Edge
West Lafayette, Indiana
Wood Valley
Caledonia, Ohio
Worthington Arms
Lewis Center, Ohio
Youngstown Estates
Youngstown, New York
(1) Community is owned by the OZ Fund.
(2) Entities formed under the Company’s joint ventures with Nuveen Real Estate, in which the Company holds
a 40% interest and serves as managing member.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The Company prepares its financial statements under the accrual basis of accounting, in conformity with
accounting principles generally accepted in the United States of America (“U.S. GAAP”). All the Company’s
subsidiaries are 100% wholly-owned, except for its investment in its qualified opportunity zone fund, which is 77%
owned by the Company (see Note 6). As the managing member of the OZ Fund, the Company has control over the
operating and financial decisions of the OZ Fund, including power over significant activities. Therefore, the Company
consolidates this investment under ASC 810 “Consolidation.” Non-controlling interests are presented accordingly.
The consolidated financial statements of the Company include all of these subsidiaries, including its qualified
opportunity zone fund. All intercompany transactions and balances have been eliminated in consolidation.
A subsidiary of the Company is the managing member of the Company’s joint ventures with Nuveen Real
Estate.
Use of Estimates
In preparing the consolidated financial statements in accordance with U.S. GAAP, management is required
to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as contingent
assets and liabilities as of the dates of the consolidated balance sheets and revenue and expenses for the years then
ended. These estimates and assumptions include the allowance for doubtful accounts, valuation of inventory,
depreciation, valuation of securities, accounting for land development, reserves and accruals, and stock compensation
expense. Actual results could differ from these estimates and assumptions.
Investment Property and Equipment and Depreciation
Property and equipment are carried at cost less accumulated depreciation. Depreciation for Sites and
Buildings is computed principally on the straight-line method over the estimated useful lives of the assets (ranging
from 15 to 27.5 years). Depreciation of improvements to sites and buildings, rental homes and equipment and vehicles
is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to
27.5 years). Land development costs are not depreciated until they are put in use, at which time they are capitalized
as buildings and improvements or site and land improvements. Interest expense pertaining to land development costs
are capitalized. Maintenance and repairs are charged to expense as incurred and improvements are capitalized. The
Company uses its professional judgement in determining whether such costs meet the criteria for capitalization or
must be expensed as incurred. The Company’s business plan includes the purchase of value-add communities,
redevelopment, development and expansion of communities. There were no acquisitions in 2024. During 2025, we
acquired five manufactured home communities containing 587 sites and developed 34 expansions sites. The Company
capitalizes payroll, benefits and stock compensation expense for those individuals responsible for and who spend their
time on the execution and supervision of development activities and capital projects. These amounts capitalized to
land development were approximately $8.7 million and $7.5 million for the years ended December 31, 2025 and 2024,
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respectively. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed
from the financial statements and any gain or loss is reflected in the current year’s results of operations.
The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 360-10, Property, Plant & Equipment (“ASC 360-10”) to measure impairment in real estate investments.
The Company’s primary indicator of potential impairment is based on net operating income trends year over year.
Rental properties are individually evaluated for impairment when conditions exist which may indicate that it is
probable that the sum of expected future cash flows (on an undiscounted basis without interest) from a rental property
is less than the carrying value under its historical net cost basis. These expected future cash flows consider factors
such as future operating income, trends and prospects as well as the effects of leasing demand, competition and other
factors. Upon determination that an other than temporary impairment has occurred, rental properties are reduced to
their fair value. For properties to be disposed of, an impairment loss is recognized when the fair value of the property,
less the estimated cost to sell, is less than the carrying amount of the property measured at the time there is a
commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported
at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property
is held for disposition, depreciation expense is not recorded.
The Company conducted a comprehensive review of all real estate asset classes in accordance with ASC
360-10-35-21. The process entailed the analysis of property for instances where the net book value exceeded the
estimated fair value. The Company reviewed its operating properties in light of the requirements of ASC 360-10 and
determined that, as of December 31, 2025, no impairment charges were required.
Acquisitions
The Company accounts for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”)
and allocates the purchase price of the property based upon the fair value of the assets acquired, which generally
consist of land, site and land improvements, buildings and improvements and rental homes. The Company allocates
the purchase price of an acquired property generally determined by internal evaluation as well as third-party appraisal
of the property obtained in conjunction with the purchase.
In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-01, “Business Combinations
(Topic 805), Clarifying the Definition of a Business”. ASU 2017-01 seeks to clarify the definition of a business with
the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as
acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting
including acquisitions, disposals, intangible assets and consolidation. The adoption of ASU 2017-01 was effective for
annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments
should be applied prospectively on or after the effective dates. Early adoption is permitted. The Company adopted
this standard effective January 1, 2017, on a prospective basis. The Company evaluated its acquisitions and has
determined that its acquisitions of its manufactured home communities during 2025 should be accounted for as
acquisition of assets. As such, transaction costs, primarily consisting of broker fees, transfer taxes, legal, accounting,
valuation, and other professional and consulting fees, related to acquisitions are capitalized as part of the cost of the
acquisitions, which is then subject to a purchase price allocation based on relative fair value. Prior to the adoption of
ASU 2017-01, the Company’s acquisitions were considered an acquisition of a business and therefore, the acquisition
costs were expensed.
Investment in Joint Ventures
The Company accounts for its investment in entities formed under its joint ventures with Nuveen Real Estate
under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures.
The Company has the ability to exercise significant influence, but not control, over the operating and financial
decisions of the joint venture entities. Under the equity method of accounting, the cost of an investment is adjusted
for the Company’s share of the equity in net income or loss from the date of acquisition, reduced by distributions
received and increased by contributions made. The income or loss is allocated in accordance with the provisions of
the operating agreement. The carrying value of the investment in the joint ventures are reviewed for other than
temporary impairment whenever events or changes in circumstances indicate a possible impairment. Financial
condition, operational performance, and other economic trends are among the factors that are considered in evaluation
of the existence of impairment indicators (See Note 5).
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Cash and Cash Equivalents
Cash and cash equivalents include all cash and investments with an original maturity of three months or less.
The Company maintains its cash in bank accounts in amounts that may exceed federally insured limits. The Company
has not experienced any losses in these accounts in the past. The fair value of cash and cash equivalents approximates
their current carrying amounts since all such items are short-term in nature.
Marketable Securities
Investments in marketable securities consist of marketable common and preferred stock securities of other
REITs. These marketable securities are all publicly traded and purchased on the open market, through private
transactions or through dividend reinvestment plans. The Company normally holds REIT securities on a long-term
basis and has the ability and intent to hold securities to recovery, therefore as of December 31, 2025 and 2024, gains
or losses on the sale of securities are based on average cost and are accounted for on a trade date basis. As of December
31, 2025, the securities portfolio represented 1.1% of undepreciated assets. Other than purchasing marketable equity
securities through automatic dividend reinvestments, the Company has not made any purchases of REIT securities
during 2023, 2024 and 2025 and the Company does not intend to increase its investment in the REIT securities
portfolio.
Inventory of Manufactured Homes
Inventory of manufactured homes is valued at the lower of cost or net realizable value and is determined by
the specific identification method. All inventory is considered finished goods.
Accounts and Notes Receivables
The Company’s accounts, notes and other receivables are stated at their outstanding balance and reduced by
an allowance for uncollectible accounts. The Company evaluates the recoverability of its receivables whenever events
occur or there are changes in circumstances such that management believes it is probable that it will be unable to
collect all amounts due according to the contractual terms of the notes receivable or lease agreements. The
collectability of notes receivable is measured based on the present value of the expected future cash flow discounted
at the notes receivable effective interest rate or the fair value of the collateral if the notes receivable is collateral
dependent. At December 31, 2025 and 2024, the reserves for uncollectible accounts, notes and other receivables were
$2.2 million and $2.5 million, respectively. For the years ended December 31, 2025, 2024 and 2023 the provisions
for uncollectible notes and other receivables were $1.6 million, $2.1 million and $2.1 million, respectively. Charge-
offs and other adjustments related to repossessed homes for the years ended December 31, 2025, 2024 and 2023
amounted to $1.9 million, $2.3 million and $1.9 million, respectively.
The Company accounts for its receivables in accordance with ASU No. 2016-13, “Financial Instruments –
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that
entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of
allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current
conditions, and supportable forecasts that affect the collectability of the reported amount. As of December 31, 2025
and 2024, the Company had notes receivable of $100.0 million and $87.4 million, net of a fair value adjustment of
$1.5 million and $1.8 million, respectively. Notes receivables are presented as a component of notes and other
receivables, net on our consolidated balance sheets. These receivables represent balances owed to us for previously
completed performance obligations for sales of manufactured homes.
The Company’s notes receivable primarily consists of installment loans collateralized by manufactured
homes with principal and interest payable monthly. As of December 31, 2025, the weighted average interest rate on
these loans was approximately 7.0% and the average maturity was approximately 6 years. As of December 31, 2024,
the weighted average interest rate on these loans was approximately 7.1% and the average maturity was approximately
6 years.
Unamortized Financing Costs
Costs incurred in connection with obtaining mortgages and other financings and refinancings are deferred
and presented in the consolidated balance sheet as a direct deduction from the carrying amount of that debt liability.
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These costs are amortized on a straight-line basis which approximates the effective interest method over the term of
the related obligations, and included as a component of interest expense. Unamortized costs are charged to expense
upon prepayment of the obligation. Upon amendment of the line of credit or refinancing of mortgage debt,
unamortized deferred financing fees are accounted for in accordance with ASC 470-50-40, Modifications and
Extinguishments. As of December 31, 2025 and 2024, accumulated amortization amounted to $16.6 million and $13.6
million, respectively. The Company estimates that aggregate amortization expense will be approximately $3.5 million
for 2026, $2.1 million for 2027, $1.9 million for 2028, $1.9 million for 2029, $1.1 million for 2030 and $1.7 million
thereafter.
Leases
The Company accounts for its leases under ASC 842, “Leases.” Our primary source of revenue is generated
from lease agreements for our sites and homes, where we are the lessor. These leases are generally for one-year or
month-to-month terms and renewable by mutual agreement from us and the resident, or in some cases, as provided by
jurisdictional statute.
The Company is the lessee in other arrangements, primarily for our corporate office expiring April 30, 2027
and a ground lease at one community expiring April 12, 2099, with an option to extend for another 99-year term. As
of December 31, 2025 and 2024, the right-of-use assets and corresponding lease liabilities of $2.7 million and $3.0
million, respectively, are included in prepaid expenses and other assets and accrued liabilities and deposits on the
consolidated balance sheets.
Future minimum lease payments under these leases over the remaining lease terms, exclusive of renewal
options are as follows (in thousands):
2026
$ 460
2027
257
2028
111
2029
111
2030
111
Thereafter
18,281
Total Lease Payments
$ 19,331
The weighted average remaining lease term for these leases, including renewal options is 165 years. The
right of use assets and lease liabilities was calculated using an interest rate of 5%.
Restricted Cash
The Company’s restricted cash consists of amounts primarily held in deposit for tax, insurance and repair
escrows held by lenders in accordance with certain debt agreements. Restricted cash is included in prepaid expenses
and other assets on the consolidated balance sheets.
The following table reconciles beginning of period and end of period balances of cash, cash equivalents and
restricted cash for the periods shown (in thousands):
12/31/25
12/31/24
12/31/23
12/31/22
Cash and Cash Equivalents
$72,100
$99,720
$57,320
$29,785
Restricted Cash
8,826
9,091
7,117
11,091
Cash, Cash Equivalents
And Restricted Cash
$80,926
$108,811
$64,437
$40,876
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Revenue Recognition
The Company accounts for its Sales of Manufactured Homes in accordance with Accounting Standards
Update (“ASU”) 2014-09 "Revenue from Contracts with Customers (Topic 606)" (ASC 606). For transactions in the
scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer, in the amount
that we expect to receive for the transfer of goods or provision of services.
Rental and related income is generated primarily from lease agreements for our sites and homes. The lease
component of these agreements is accounted for under ASC 842 “Leases.” The non-lease components of our lease
agreements consist primarily of utility reimbursements, which are accounted for with the site lease as a single lease
under ASC 842.
Revenue from sales of manufactured homes is recognized in accordance with the core principle of ASC 606,
at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we
generally do not have any remaining performance obligations.
Interest income is primarily from notes receivables for the previous sales of manufactured homes. Interest
income on these receivables is accrued based on the unpaid principal balances of the underlying loans on a level yield
basis over the life of the loans.
Dividend income and gain (loss) on sales of marketable securities are from our investments in marketable
securities and are presented separately but are not in the scope of ASC 606.
Other income primarily consists of brokerage commissions for arranging for the sale of a home by a third
party and other miscellaneous income. This income is recognized when the transactions are completed and our
performance obligations have been fulfilled.
Net Income (Loss) Per Share
Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number
of common shares outstanding during the period (84.1 million, 74.1 million and 63.1 million in 2025, 2024 and 2023,
respectively). Diluted net income per share is calculated by dividing net income by the weighted average number of
common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of
stock options pursuant to the treasury stock method. In periods with a net loss, the basic loss per share equals the
diluted loss per share as all Common Stock equivalents are excluded from the per share calculation because they are
anti-dilutive. For the year ended December 31, 2025, Common Stock equivalents resulting from employee stock
options to purchase 6.3 million shares of Common Stock amounted to 627,000 shares, which were included in the
computation of Diluted Net Income per Share. For the year ended December 31, 2024, Common Stock equivalents
resulting from employee stock options to purchase 5.4 million shares of Common Stock amounted to 798,000 shares,
which were included in the computation of Diluted Net Income per Share. For the year ended December 31, 2023,
employee stock options to purchase 4.7 million shares of Common Stock were excluded from the computation of
Diluted Net Loss per Share as their effect would be anti-dilutive.
Stock Compensation Plan
The Company accounts for awards of stock, stock options and restricted stock in accordance with ASC 718-
10, Compensation-Stock Compensation. ASC 718-10 requires that compensation cost for all stock awards be
calculated and amortized over the service period (generally equal to the vesting period). The compensation cost for
stock option grants are determined by using option pricing models, intended to estimate the fair value of the awards
at the grant date less estimated forfeitures. The compensation cost for restricted stock are recognized based on the
fair value of the restricted stock awards less estimated forfeitures. The fair value of restricted stock awards are equal
to the fair value of the Company’s stock on the grant date. Compensation costs for option grants and restricted stock
awards included in general and administrative expenses of $5.4 million, $4.8 million and $4.9 million have been
recognized in 2025, 2024 and 2023, respectively. Compensation costs for option grants and restricted stock awards
capitalized to land development were $3.8 million, $2.8 million and $0 for 2025, 2024 and 2023, respectively. During
2025, 2024 and 2023, compensation costs included a one-time charge of $337,000, $272,000 and $233,000,
respectively, for restricted stock and stock option grants awarded to a participant who was of retirement age and
therefore the entire amount of measured compensation cost has been recognized at grant date. Included in Note 8 to
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these consolidated financial statements are the assumptions and methodology used to calculate the fair value of stock
options and restricted stock awards.
Income Tax
The Company has elected to be taxed as a REIT under the applicable provisions of Sections 856 to 860 of
the Internal Revenue Code. Under such provisions, the Company will not be taxed on that portion of its income which
is distributed to shareholders, provided it distributes at least 90% of its taxable income, has at least 75% of its assets
in real estate or cash-type investments and meets certain other requirements for qualification as a REIT. The Company
has and intends to continue to distribute all of its income currently, and therefore no provision has been made for
income or excise taxes. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal
income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent taxable years.
The Company is also subject to certain state and local income, excise or franchise taxes. In addition, the Company
has a taxable REIT Subsidiary (“TRS”) which is subject to federal and state income taxes at regular corporate tax rates
(See Note 13).
In December 2017, the Tax Cuts and Jobs Act of 2017 (the TCJA), Code Section 199A, was added to the
Code and became effective for tax years beginning after December 31, 2017 and before January 1, 2026. Under the
TCJA, subject to certain income limitations, individual taxpayers and trusts and estates may deduct 20% of the
aggregate amount of qualified REIT dividends they receive from their taxable income. Qualified REIT dividends do
not include any portion of a dividend received from a REIT that is classified as a capital gain dividend or qualified
dividend income. While initially scheduled to expire in 2025, recent legislation has made this deduction permanent.
The Company follows the provisions of ASC Topic 740, Income Taxes, that, among other things, defines a
recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods, disclosure, and transition. Based on its evaluation,
the Company determined that it has no uncertain tax positions and no unrecognized tax benefits as of December 31,
2024. The Company records interest and penalties relating to unrecognized tax benefits, if any, as interest
expense. As of December 31, 2025, the tax years 2022 through and including 2025 remain open to examination by
the Internal Revenue Service. There are currently no federal tax examinations in progress.
Reclassifications
Certain amounts in the consolidated financial statements for the prior years have been reclassified to conform
to the financial statement presentation for the current year.
Other Recent Accounting Pronouncements
On November 4, 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard
Update (“ASU”) 2024-03 - Income Statement – Reporting Comprehensive Income- Expense Disaggregation
Disclosures (Subtopic 220-40). ASU 2024-03 requires disaggregated disclosure of income statement expenses for
public business entities (PBEs). The ASU does not change the expense captions an entity presents on the face of the
income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures
within the footnotes to the financial statements. This ASU is effective for annual reporting periods beginning after
December 15, 2026, and interim reporting periods beginning after December 15, 2027 and should be applied either
(1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2)
retrospectively to any or all prior periods presented in the financial statements. Early adoption is permitted. The
Company anticipates making the required disclosures beginning with its Form 10-K for the year ending December 31,
2027.
Management does not believe that any other recently issued, but not yet effective accounting
pronouncements, if adopted, would have a material effect on the accompanying Consolidated Financial Statements.
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NOTE 3 – INVESTMENT PROPERTY AND EQUIPMENT
Acquisitions in 2025
On March 24, 2025, the Company acquired two age-restricted communities, Cedar Grove and Maplewood
Village, located in Mantua, New Jersey, for approximately $24.6 million. These communities contain a total of 266
developed homesites, which are 100% occupied. They are situated on approximately 38 acres.
On July 2, 2025, the Company acquired two communities, Conowingo Court and Maybelle Manor, located
in Conowingo, Maryland, for approximately $14.6 million. These communities contain a total of 191 developed
homesites, which are 79% occupied. They are situated on approximately 82 acres.
On October 7, 2025, the Company acquired one community, Albany Dunes, located in Albany, Georgia for
approximately $2.6 million. This community contains a total of 130 developed homesites, which are 32% occupied.
This community is situated on approximately 40 acres.
The Company has evaluated these acquisitions and has determined that they should be accounted for as
acquisitions of assets. As such, we have allocated the total cash consideration, including transaction costs of
approximately $966,000 for 2025 to the individual assets acquired on a relative fair value basis. The following table
summarizes our purchase price allocation for the assets acquired for the year ended December 31, 2025 (in thousands):
2025 Acquisitions
Assets Acquired:
Land
$
3,981
Depreciable Property
38,810
Total Assets Acquired
$
42,791
Total income, community net operating income (“Community NOI”)* and net loss for the communities
acquired in 2025, which are included in our consolidated statements of income (loss) for the year ended December 31,
2025, is as follows (in thousands):
2025
Total Income
$
2,212
Community NOI *
$
1,499
Net Loss
$
(38)
*Community NOI is defined as rental and related income less community operating expenses.
See Note 7 for additional information relating to loans and mortgages payable and Note 18 for the unaudited
pro forma financial information relating to these acquisitions.
Accumulated Depreciation
The following is a summary of accumulated depreciation by major classes of assets (in thousands):
December 31, 2025
December 31, 2024
Site and land improvements
$ 322,828
$ 287,591
Buildings and improvements
15,953
14,214
Rental homes and accessories
167,760
144,768
Equipment and vehicles
27,323
25,130
Total accumulated depreciation
$ 533,864
$ 471,703
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NOTE 4 – MARKETABLE SECURITIES
The Company’s marketable securities primarily consist of common and preferred stock of other REITs. The
Company does not own more than 10% of the outstanding shares of any of these securities, nor does it have controlling
financial interest. The REIT securities portfolio provides the Company with additional diversification, liquidity and
income. As of December 31, 2025, the securities portfolio represented 1.1% of undepreciated assets. Other than
purchasing marketable equity securities through automatic dividend reinvestments, the Company has not made any
purchases of REIT securities during 2023, 2024 and 2025 and the Company does not intend to increase its investment
in the REIT securities portfolio.
The following is a listing of marketable securities at December 31, 2025 (in thousands):
Interest Number
Market
Series
Rate
of Shares
Cost
Value
Equity Securities:
Preferred Stock:
Cedar Realty Trust, Inc.
B
7.250%
16
$331
$290
Cedar Realty Trust, Inc.
C
6.500%
20
494
343
Total Preferred Stock
825
633
Common Stock:
Diversified Healthcare Trust
171
2,920
829
Franklin Street Properties Corporation
220
2,219
208
Industrial Logistics Properties Trust
87
1,729
483
Kimco Realty Corporation
880
16,490
17,838
Office Properties Income Trust *
562
36,418
7
Orion Office REIT, Inc.
18
293
42
Realty Income Corporation
45
2,635
2,520
Regency Centers Corporation
17
1,024
1,198
Total Common Stock
63,728
23,125
Total Marketable Securities
$64,553
$23,758
* Delisted from the Nasdaq Stock Market on October 7, 2025 and subsequently moved to the OTC Pink Market.
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The following is a listing of marketable securities at December 31, 2024 (in thousands):
Interest Number
Market
Series
Rate
of Shares
Cost
Value
Equity Securities:
Preferred Stock:
Cedar Realty Trust, Inc.
B
7.250%
15
$304
$219
Cedar Realty Trust, Inc.
C
6.500%
20
494
290
Total Preferred Stock
798
509
Common Stock:
Diversified Healthcare Trust
171
2,920
393
Franklin Street Properties Corporation
220
2,219
403
Industrial Logistics Properties Trust
87
1,729
318
Kimco Realty Corporation
880
16,490
20,618
Office Properties Income Trust
562
36,418
561
Orion Office REIT, Inc.
18
293
69
Realty Income Corporation
145
8,527
7,729
Regency Centers Corporation
17
1,024
1,283
Total Common Stock
69,620
31,374
Total Marketable Securities
$70,418
$31,883
Gain (loss) on sales of marketable securities, net amounted to a loss of approximately $221,000 and $3.8
million for the years ended December 31, 2025 and 2024, respectively, and a gain of approximately $183,000 for the
year ended December 31, 2023. As of December 31, 2025, 2024 and 2023, the securities portfolio had net unrealized
holding losses of $40.8 million, $38.5 million and $39.7 million, respectively.
NOTE 5- INVESTMENT IN JOINT VENTURES
In December 2021, the Company and Nuveen Real Estate (“Nuveen” or “Nuveen Real Estate”), established a
joint venture for the purpose of acquiring manufactured housing and/or recreational vehicle communities that are under
development and/or newly developed and meet certain other investment guidelines. The terms of the initial joint venture
entity were set forth in a Limited Liability Company Agreement dated as of December 8, 2021 (the “2021 LLC
Agreement”) entered into between a wholly owned subsidiary of the Company and an affiliate of Nuveen. The 2021 LLC
Agreement provided for the parties to initially fund up to $70 million of equity capital for acquisitions during a 24-month
commitment period, with Nuveen having the option, subject to certain conditions, to elect to increase the parties’ total
commitments by up to an additional $100 million and to extend the commitment period for up to an additional four
years. The 2021 LLC Agreement called for committed capital to be funded 60% by Nuveen and 40% by the Company
on a parity basis. The Company serves as managing member of the joint venture entity and is responsible for day-to-day
operations of the joint venture entity and management of its properties, subject to obtaining approval of Nuveen Real Estate
for major decisions (including investments, dispositions, financings, major capital expenditures and annual budgets). The
Company receives property management, asset management and other fees from the joint venture entity. In addition, once
each member has recouped its invested capital and received a 7.5% net unlevered internal rate of return, 80% of
distributable cash will be allocated pro rata in accordance with the members’ respective percentage interests and the
Company and Nuveen will receive a promote percentage equal to 70% (in the case of the Company) and 30% (in the case
of Nuveen) of the remaining 20% of distributable cash. After seven years the Company may elect to consummate the
crystallization of the promote.
Under the terms of the 2021 LLC Agreement, after December 8, 2024 or, if later, the second anniversary of the
acquisition and placing in service of a manufactured housing or recreational vehicle community, Nuveen will have a right
to initiate the sale of one or more of the communities owned by the joint venture entity. If Nuveen elects to initiate such a
sale process, the Company may exercise a right of first refusal to acquire Nuveen’s interest in the community or
communities to be sold for a purchase price corresponding to the greater of the appraised value of such communities or
the amount required to provide a 7.5% net unlevered internal rate of return on Nuveen’s investment. In addition, the
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Company will have the right to buy out Nuveen’s interest in the joint venture entity at any time after December 8, 2031 at
a purchase price corresponding to the greater of the appraised value of the portfolio or the amount required to provide a
7.5% net unlevered internal rate of return on Nuveen’s investment.
The 2021 LLC Agreement between the Company and Nuveen provided that until the capital contributions to the
joint venture are fully funded or the joint venture is terminated, the joint venture will be the exclusive vehicle for the
Company to acquire any manufactured housing communities and/or recreational vehicle communities that meet the joint
venture’s investment guidelines. These guidelines called for the joint venture to acquire manufactured housing and
recreational vehicle communities that have been developed within the previous two years and are less than 20% occupied,
are located in certain geographic markets, are projected to meet certain cash flow and internal rate of return targets, and
satisfy certain other criteria. The Company agreed to offer Nuveen the opportunity to have the joint venture acquire any
manufactured housing community or recreational vehicle community that meets these investment guidelines. Under the
terms of the 2021 LLC Agreement, if Nuveen determines not to pursue or approve any such acquisition, the Company
would be permitted to acquire the property outside the joint venture. Since the execution of the 2021 LLC Agreement,
Nuveen has provided the Company with written waivers of the exclusivity provision of the 2021 LLC Agreement with
regard to two property acquisitions that may have fit the investment guidelines of the joint venture, which permitted the
Company to acquire them outside of the Nuveen joint venture. Except for investment opportunities that are offered to and
declined by Nuveen, the Company is prohibited from developing, owning, operating or managing manufactured housing
communities or recreational vehicle communities within a 10-mile radius of any community owned by the joint
venture. However, this restriction does not apply with respect to investments by the Company in existing communities
operated by the Company.
The 2021 LLC Agreement provides that Nuveen will have the right to remove and replace the Company as
managing member of the joint venture and manager of the joint venture’s properties if the Company breaches certain
obligations or certain events occur. Upon such removal, Nuveen may elect to buy out the Company’s interest in the joint
venture at 98% of the value of the Company’s interest in the joint venture. If Nuveen does not exercise such buy-out right,
the Company may, at specified times, elect to initiate a sale of the communities owned by the joint venture, subject to a
right of first refusal on the part of Nuveen. The 2021 LLC Agreement contains restrictions on a party’s right to transfer
its interest in the joint venture without the approval of the other party.
The 2021 LLC Agreement requires the Company to offer Nuveen the opportunity to have the joint venture
acquire a manufactured housing community or recreational vehicle community that meets the investment guidelines. If
Nuveen decides not to acquire the community through the joint venture, however, the Company is free to purchase the
community on its own outside of the joint venture.
In December 2021, the joint venture entity formed under the 2021 LLC Agreement closed on the acquisition of
Sebring Square, a newly developed all-age, manufactured home community located in Sebring, Florida, for a total purchase
price of $22.2 million. This community contains 219 developed homesites situated on approximately 39 acres. In
December 2022, this joint venture entity closed on the acquisition of Rum Runner, another newly developed all-age,
manufactured home community also located in Sebring, Florida for a total purchase price of $15.1 million. This community
contains 144 developed homesites situated on approximately 20 acres. The Company manages these communities on
behalf of the joint venture entity.
During the time since the joint venture with Nuveen was first established in 2021, the Company and Nuveen have
continued to seek opportunities to acquire additional manufactured housing and/or recreational vehicle communities that
are under development and/or newly developed and meet certain other investment guidelines. During 2022, the Company
and Nuveen informally agreed that any future acquisitions would be made by one or more new joint venture entities to be
formed for that purpose and that the original joint venture entity formed in December 2021 will not consummate additional
acquisitions but will maintain its existing property portfolio, consisting of the Sebring Square and Rum Runner
communities. The Company and Nuveen also informally agreed that, unless otherwise determined in connection with any
specific future investment, capital for any such new joint venture entity would continue to be funded 60% by Nuveen and
40% by the Company on a parity basis and that other terms would be similar to those of the 2021 LLC Agreement, except
that the amounts of the parties’ respective capital commitments will be determined on a property-by-property basis.
In November 2023, the Company expanded its relationship with Nuveen Real Estate and formed a second joint
venture entity with Nuveen. The new joint venture entity was established to, directly or through one or more subsidiaries,
identify, source, originate, acquire, hold, operate, sell, lease, mortgage, maintain, own, manage, finance, refinance,
reposition, improve, renovate, develop, redevelop, pledge, hedge, exchange, and otherwise deal in and with the rental of
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manufactured housing and/or recreational vehicle communities that meet other investment guidelines. The terms of the
new joint venture entity are set forth in a Limited Liability Company Agreement dated as of November 29, 2023 (the
“2023 LLC Agreement”) entered into between a wholly owned subsidiary of the Company and an affiliate of Nuveen. The
Company serves as managing member of this new joint venture entity and is responsible for day-to-day operations of the
joint venture entity and management of its properties, subject to obtaining approval of Nuveen Real Estate for major
decisions (including investments, dispositions, financings, major capital expenditures and annual budgets). The Company
receives property management oversight, development and other fees from the joint venture entity. Sixty-one acres of
land located in Honey Brook, Pennsylvania, previously owned by the Company, with a carrying value cost basis of $3.8
million, was contributed to the new joint venture entity. The Company was reimbursed by Nuveen for 60% of the carrying
value of this land. This new joint venture entity is focused on the development and operation of a new manufactured
housing community on this property. The community contains 113 manufactured home sites situated on approximately 61
acres. This community, named Honey Ridge, opened for occupancy in June 2025 with 22 homes on-site of which ten have
been sold.
References in this report to the Company’s joint venture relationships with Nuveen are intended to refer to its
ongoing relationships with Nuveen.
The Company accounts for its joint ventures with Nuveen Real Estate under the equity method of accounting in
accordance with ASC 323, “Investments – Equity Method and Joint Ventures”.
NOTE 6 - OPPORTUNITY ZONE FUND
In July 2022, the Company invested $8.0 million, representing a portion of the capital gain the Company
recognized as a result of the Monmouth Real Estate Investment Corp. (“MREIC”) merger, in the UMH OZ Fund, LLC
(“OZ Fund”), a new entity formed by the Company. The OZ Fund was created to acquire, develop and redevelop
manufactured housing communities requiring substantial capital investment and located in areas designated as
Qualified Opportunity Zones by the Treasury Department pursuant to a program authorized under the 2017 Tax Cuts
and Jobs Act to encourage long-term investment in economically distressed areas. The OZ Fund was designed to
allow the Company and other investors in the OZ Fund to defer the tax on recently realized capital gains reinvested in
the OZ Fund until December 31, 2026 and to potentially obtain certain other tax benefits. UMH manages the OZ
Fund and will receive certain management fees as well as a 15% carried interest in distributions by the OZ Fund to
the other investors when earned and realized (subject to first returning investor capital with a 5% preferred return).
UMH will have a right of first offer to purchase the communities from the OZ Fund at the time of sale at their then-
current appraised value. On August 10, 2022, the Company, through the OZ Fund, acquired Garden View Estates,
located in Orangeburg, South Carolina, for approximately $5.2 million. On January 19, 2023, the Company, through
the OZ Fund, acquired Mighty Oak, located in Albany, Georgia, for approximately $3.7 million. As of December 31,
2025, the Company’s investment in the OZ Fund represented 77% of the total capital contributed to the OZ Fund and
is consolidated in the Company’s Consolidated Financial Statements. Other investors in the OZ Fund include certain
officers, directors and employees of the Company, who invested on the same terms as other investors. See Note 7 for
information about a line of credit loan obtained by the OZ Fund during 2025.
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NOTE 7 – LOANS AND MORTGAGES PAYABLE
Loans Payable
The following is a summary of our loans payable as of December 31, 2025 and 2024 (in thousands):
December 31, 2025
December 31, 2024
Amount
Rate
Amount
Rate
Margin loan
(1)
$229
5.25%
$-0-
N/A
Unsecured line of credit
(2)
-0-
N/A
-0-
N/A
Floorplan inventory financing
(3)
4,899
7.53%
5,479
8.27%
FirstBank rental home loan
(4)
23,336
6.15%
24,033
6.15%
FirstBank rental home line of credit
(5)
-0-
N/A
-0-
N/A
Triad rental home loan
(6)
-0-
N/A
-0-
N/A
OceanFirst notes receivable
financing
(7)
-0-
N/A
-0-
N/A
Total Loans Payable
28,464
6.38%
29,512
6.54%
Unamortized debt issuance costs
(768)
(1,233)
Loans Payable, net of unamortized
debt issuance costs
$27,696
6.56%
$28,279
6.83%
(1)
Collateralized by the Company’s securities portfolio and is due on demand. The Company must maintain a coverage ratio of approximately
2 times.
(2)
Represents an unsecured revolving credit facility syndicated with three banks, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A, and
Wells Fargo, N.A. Total available borrowings under this facility are $260 million. Interest is based on the Company’s overall leverage ratio
and is equal to the Secured Overnight Financing Rate (“SOFR”) plus 1.5% to 2.20%, or BMO’s prime lending rate plus 0.50% to 1.20%, and
maturity is November 7, 2026.
(3)
Represents revolving credit agreements totaling $98.5 million with 21st Mortgage Corporation (“21st Mortgage”), Customers Bank,
Northpoint Commercial Finance and Triad Financial Services (“Triad”) to finance inventory purchases. Interest rates on these agreements
range from prime minus 0.75% to SOFR plus 4%. Subsequent to year end, the Company paid off this balance.
(4)
Represents a term loan secured by rental homes and rental home leases, with a fixed interest rate of 6.15% and a maturity date of May 10,
2028.
(5)
Represents a $25 million revolving line of credit secured by rental homes and their leases of which $11 million is secured by rental homes
located within the OZ Fund’s communities with $14 million having a maturity date of May 10, 2028 and $11 million having a maturity date
of November 7, 2026 with a one-year extension option, both with an interest rate of prime less 0.50%.
(6)
Represents a $30 million revolving line of credit secured by rental homes and rental home leases, with an interest rate of prime plus 0.25%,
with a minimum of 5%.
(7)
Represents a $35 million revolving line of credit secured by eligible notes receivable, with an interest rate of prime with a floor of 4.75%.
On March 9, 2023, the Company entered into a $30 million revolving line of credit with Triad secured by rental
homes and rental home leases, with an interest rate of prime plus 0.25%, with a minimum of 5%.
The Company had a $20 million revolving line of credit with OceanFirst Bank (“OceanFirst Line”) secured
by the Company’s eligible notes receivable. Interest was at prime with a floor of 3.25% with a maturity date which
was extended to June 1, 2023. On July 19, 2023, the Company amended the OceanFirst Line from $20 million to $35
million. Interest is at prime with a floor of 4.75%. This line is secured by the Company’s eligible notes receivable. The
amendment also extended the maturity date to June 1, 2025. On July 8, 2025, the Company amended the OceanFirst Line
to extend the maturity date to June 1, 2027.
The Company had a $20 million revolving line of credit with FirstBank secured by rental homes and rental
home leases in several of our manufactured home communities, expandable to $30 million with an accordion feature.
The facility had a maturity date of November 29, 2022, which was extended to November 29, 2023. Interest was
payable at prime plus 25 basis points with a floor of 3.5%, adjusted on the first day of each calendar quarter. On May
12, 2023, the Company entered into a $25 million term loan with FirstBank. The term loan has a 5-year term with a fixed
interest rate of 6.15%. The term loan is secured by rental homes, and their leases, in various communities throughout our
portfolio.
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Additionally, on May 12, 2023, the Company entered into a new $25 million revolving line of credit with
FirstBank secured by rental homes and their leases. This line of credit expires in May 2028 and has a variable rate of Prime
minus 0.50% per annum, adjusted on the first day of each calendar quarter.
On December 8, 2025, $11 million of the $25 million line of credit with FirstBank was carved out to be secured
by rental homes and their leases in the two communities owned by the OZ Fund. The $11 million portion of the line of
credit expires in November 2026 with a one-year extension option. This $11 million line of credit has a variable rate equal
to the Prime Rate minus 0.50% per annum, adjusted on the first day of each calendar month; provided, however, that the
Interest Rate shall never be less than 3.50% per annum. Under the terms of the $11 million line of credit, the OZ Fund is
required to maintain a $1.1 million cash security deposit, which is equal to 10% of the line of credit commitment amount,
at a FirstBank bank account. No amounts have been drawn down on either the $14 million or the $11 million portion of
this $25 million line of credit.
Unsecured Line of Credit
On November 7, 2022, the Company entered into the Second Amended and Restated Credit Agreement (the
“Amendment”) to expand and extend its existing unsecured revolving credit facility (the “Facility”). The expanded
Facility is syndicated with two banks, BMO and JPMorgan, as joint arrangers and joint book runners, with Bank of
Montreal as administrative agent. The Second Amended Credit Agreement provides for an increase from $75 million
in available borrowings to $100 million in available borrowings with a $400 million accordion feature, bringing the
total potential availability up to $500 million, subject to certain conditions including obtaining commitments from
additional lenders. The Second Amended Credit Agreement also extends the maturity date of the Facility from
November 29, 2022 to November 7, 2026, with a further one-year extension available at the Company’s option, subject
to certain conditions including payment of an extension fee. Availability under the amended Facility is limited to 60%
of the value of the unencumbered communities which the Company has placed in the Facility’s unencumbered asset
pool (“Borrowing Base”). The value of the Borrowing Base communities is based on a capitalization rate of 6.5%
applied to the Net Operating Income (“NOI”) generated by the communities in the Borrowing Base.
On February 24, 2023, the Company amended the Facility to expand available borrowing capacity from $100
million to $180 million. On April 2, 2024, the Company expanded the borrowing capacity on the Facility from $180
million in available borrowings to $260 million in available borrowings. Interest is based on the Company’s overall
leverage ratio and is equal to the Secured Overnight Financing Rate (“SOFR”) plus 1.5% to 2.20%, or BMO’s prime
lending rate plus 0.50% to 1.20%.
The aggregate principal payments of all loans payable, including the Credit Facility, are scheduled as follows
(in thousands):
Year Ended December 31,
2026
$ 5,870
2027
789
2028
21,805
2029
-0-
2030
-0-
Thereafter
-0-
Total Loans Payable
28,464
Unamortized debt issuance costs
(768)
Loans Payable, net of unamortized
debt issuance costs
$ 27,696
Series A Bonds
On February 6, 2022, the Company issued $102.7 million of its new 4.72% Series A Bonds due 2027, or the
2027 Bonds, in an offering to investors in Israel. The Company received $98.7 million, net of offering expenses. The
2027 Bonds are unsecured obligations of the Company denominated in Israeli shekels (NIS) and were issued pursuant to
a Deed of Trust dated January 31, 2022 between the Company and Reznik Paz Nevo Trusts Ltd., an Israeli trust company,
as trustee. The 2027 Bonds pay interest at a rate of 4.72% per year. Interest on the 2027 Bonds is payable semi-annually
on August 31, 2022, and on February 28 and August 31 of the years 2023-2026 (inclusive) and on the final maturity date
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of February 28, 2027. The principal and interest will be linked to the U.S. Dollar. In the event of a future downgrade by
two or more notches in the rating of the 2027 Bonds or a failure by the Company to comply with certain covenants in the
Deed of Trust, the interest rate on the 2027 Bonds will be subject to increase. However, any such increases, in the aggregate,
would not exceed 1.25% per annum. As of December 31, 2025, the Company is in compliance with these covenants.
Under the Deed of Trust, the Company has the right to redeem the 2027 Bonds, in whole or in part, at any time
on or after 60 days from February 9, 2022, the date on which the 2027 Bonds were listed for trading on the Tel Aviv Stock
Exchange (the “TASE”). Any such voluntary early redemption by the Company will require payment of the applicable
early redemption amount calculated in accordance with the Deed of Trust. The Company does not intend to redeem the
2027 Bonds. Upon the occurrence of an event of default or certain other events, including a delisting of the 2027 Bonds
by the TASE, the Company may be required to effect an early repayment or redemption of all or a portion of the 2027
Bonds at their par value plus accrued and unpaid interest. The Deed of Trust permits the Company, subject to certain
conditions, to issue additional 2027 Bonds without obtaining approval of the holders of the 2027 Bonds.
The 2027 Bonds are general unsecured obligations of the Company and rank equal in right of payment with all
of the Company’s existing and future unsecured indebtedness. The Deed of Trust includes certain customary covenants,
including financial covenants requiring the Company to maintain certain ratios of debt to net operating income, to
shareholders’ equity and to earnings, and customary events of default. The 2027 Bonds were offered solely to investors
outside the United States and were not offered to, or for the account or benefit of, U.S. Persons (as defined in Regulation
S under the Securities Act of 1933).
Series B Bonds
On July 22, 2025, the Company issued approximately $80.2 million aggregate principal amount of its 5.85%
Series B Bonds Due 2030 (the “Series B Bonds”) in an offering to investors in Israel. The Company received $75.1 million,
net of offering discounts, fees and other transaction costs. The Series B Bonds were issued pursuant to a Deed of Trust
between the Company and Reznik Paz Nevo Trusts Ltd., an Israeli trust company, as trustee (the “Trustee”), dated July
18, 2025 (the “Series B Deed of Trust”). The Series B Bonds are unsecured obligations of the Company denominated in
NIS and rank pari passu with the Series A Bonds and all other unsecured obligations of the Company.
Principal of the Series B Bonds will be payable on June 30, 2030. The Company will pay interest on the Series
B Bonds at a rate of 5.85% per annum, payable semi-annually on June 30 and December 31 of each year, beginning
December 31, 2025 and continuing through the maturity date. Payments of principal and interest will be made in NIS and
will be adjusted for changes in the exchange rate of the U.S. Dollar to the NIS as of each payment date. In the event of any
future downgrade by two or more notches in the rating of the Series B Bonds (or if the Series B Bonds cease to be rated
due to a failure by the Company to comply with certain reporting and other obligations under the Series B Deed of Trust),
the interest rate on the Series B Bonds will be subject to increase by up to 1.25% per annum. In addition, the interest rate
on the Series B Bonds will be subject to increase by up to 0.5% per annum upon any failure by the Company to comply
with certain financial covenants in the Series B Deed of Trust. The maximum aggregate additional interest payable on the
Series B Bonds as a result of any such downgrades (or cessation of rating) and/or any such failures to comply with financial
covenants would not exceed a rate of 1.5% per annum. Following any such increase in the interest rate, in the event of a
subsequent upgrade or reinstatement of rating and/or compliance with such financial covenants, the interest rate will be
reduced. As of December 31, 2025, the Company is in compliance with these covenants.
The Series B Deed of Trust includes certain customary covenants, including financial covenants requiring the
Company to maintain specified ratios of debt to net operating income, to shareholders’ equity and to earnings, and
customary events of default. In addition, if the Company is not in compliance with one or more of the financial covenants,
it will be restricted from making dividend payments other than those necessary to comply with the requirements to maintain
its status as a REIT for income tax purposes. The covenants and events of default in the Series B Deed of Trust are
substantially similar to those in the Series A Deed of Trust except that the threshold amount for an event of default
involving the appointment of a receiver over the Company or its assets has been lowered from 50% to 35% of total assets
of the Company.
Under the Series B Deed of Trust, the Company has the right to redeem the Series B Bonds, in whole or in part,
at any time on or after 60 days from July 22, 2025, the date on which the Series B Bonds were listed for trading on the Tel
Aviv Stock Exchange.
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The Series B Bonds and the Series B Deed of Trust are in the Hebrew language and are governed by the laws of
the State of Israel.
The Series B Bonds were offered solely to investors outside the United States and were not offered to, or for the
account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act).
Mortgages Payable
Mortgages Payable represents the principal amounts outstanding, net of unamortized debt issuance costs.
Interest is payable on these mortgages at fixed rates ranging from 2.62% to 6.74%. The weighted average interest rate
was 4.8% and 4.2% as of December 31, 2025 and 2024, respectively, including the effect of unamortized debt issuance
costs. The weighted average interest rate was 4.7% and 4.2% as of December 31, 2025 and 2024, respectively, not
including the effect of unamortized debt issuance costs. The weighted average loan maturity of the mortgages payable
was 6.1 and 4.4 years at December 31, 2025 and 2024, respectively.
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The following is a summary of mortgages payable at December 31, 2025 and 2024 (in thousands):
At December 31, 2025
Balance at December 31,
Property
Due Date
Interest Rate
2025
2024
Allentown
10/01/25
4.06%
$-0-
$11,348
Brookview Village
04/01/25
3.92%
-0-
2,333
Candlewick Court
09/01/25
4.10%
-0-
3,787
Catalina
04/19/26
3.00%
3,435
3,736
Cedarcrest Village
04/01/25
3.71%
-0-
10,042
Clinton Mobile Home Resort
10/01/25
4.06%
-0-
2,978
Cranberry Village
04/01/25
3.92%
-0-
6,400
D & R Village
03/01/25
3.85%
-0-
6,436
Fairview Manor
11/01/26
3.85%
13,253
13,647
Fohl Village
11/22/32
5.93%
9,118
9,250
Forest Park Village
09/01/25
4.10%
-0-
7,062
Hayden Heights
04/01/25
3.92%
-0-
1,758
Highland Estates
06/01/27
4.12%
13,976
14,360
Holiday Village
09/01/25
4.10%
-0-
6,720
Holiday Village- IN
11/01/25
3.96%
-0-
7,203
Holly Acres Estates
09/01/31
3.21%
5,523
5,656
Kinnebrook Village
04/01/25
3.92%
-0-
3,399
Lake Erie Estates
07/06/25
5.16%
-0-
2,430
Lake Sherman Village
09/01/25
4.10%
-0-
4,670
Northtowne Meadows
09/06/26
4.45%
10,490
10,781
Oak Tree
12/15/32
5.60%
11,504
11,679
Olmsted Falls
04/01/25
3.98%
-0-
1,761
Oxford Village
07/01/29
3.41%
13,611
13,973
Perrysburg Estates
09/06/25
4.98%
-0-
1,422
Pikewood Manor
11/29/28
6.74%
12,386
12,730
Shady Hills
04/01/25
3.92%
-0-
4,192
Suburban Estates
10/01/25
4.06%
-0-
4,731
Sunny Acres
10/01/25
4.06%
-0-
5,266
Trailmont
04/01/25
3.92%
-0-
2,795
Twin Oaks
10/01/29
3.37%
5,280
5,419
Valley Hills
06/01/26
4.32%
2,846
2,927
Waterfalls
06/01/26
4.38%
3,880
3,991
Weatherly Estates
04/01/25
3.92%
-0-
6,820
Woods Edge
04/07/26
3.25%
4,275
4,630
Worthington Arms
09/01/25
4.10%
-0-
7,918
Various (2 properties)
02/01/27
4.56%
11,898
12,213
Various (2 properties)
08/01/28
4.27%
11,584
11,871
Various (2 properties)
07/01/29
3.41%
19,898
20,427
Various (4 properties)+
10/01/32
5.24%
32,259
32,881
Various (6 properties)
08/01/27
4.18%
11,162
11,471
Various (7 properties)
12/01/34
5.46%
91,843
-0-
Various (8 properties)
01/01/34
5.97%
57,743
57,743
Various (10 properties)
06/01/35
5.855%
101,392
-0-
Various (28 properties)*
09/01/30
4.25%
21,849
22,923
Various (28 properties)
09/01/30
2.62%
92,890
95,492
Total Mortgages Payable
562,095
489,271
Unamortized debt issuance costs
(5,966)
(3,731)
Total Mortgages Payable, net of unamortized debt issuance costs
$556,129
$485,540
+ Represents one mortgage payable secured by four properties and one mortgage payable secured by the rental homes therein.
* Rental home addition to the Fannie Mae credit facility consisting of 28 properties.
At December 31, 2025 and 2024, mortgages were collateralized by real property with a carrying value of $1.0
billion and $1.1 billion, respectively, before accumulated depreciation and amortization. Interest costs amounting to $5.9
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million, $6.0 million and $5.0 million were capitalized during 2025, 2024 and 2023, respectively, in connection with the
Company’s expansion program. At December 31, 2025, the Company operated 145 communities, 142 of which are
communities in which the Company owns either a 100% or majority interest, of which 63 are unencumbered.
Recent Financing Transactions
During the year ended December 31, 2025
On February 28, 2025, the Company paid off one mortgage totaling approximately $6.4 million. On April 1,
2025, the Company paid down nine mortgages totaling approximately $39.3 million. On May 6, 2025, the Company
paid off two mortgages totaling approximately $3.8 million. On August 26, 2025, the Company paid off five mortgages
totaling approximately $29.6 million. On September 26, 2025, the Company paid off five mortgages totaling
approximately $30.9 million.
On May 15, 2025, the Company completed the addition of ten communities to its Fannie Mae credit facility
through Wells Fargo Bank, N.A., for total proceeds of approximately $101.4 million. This interest only loan is at a fixed
rate of 5.855% with a 10-year term.
On November 25, 2025, the Company completed the addition of seven communities to its Fannie Mae credit
facility through Wells Fargo Bank, N.A., for total proceeds of approximately $91.8 million. This interest only loan is at a
fixed rate of 5.46% with a 9-year term.
Including this addition, the total outstanding amount as of December 31, 2025 under the Company’s Fannie Mae
credit facility was approximately $398.0 million.
The aggregate principal payments of all mortgages payable are scheduled as follows (in thousands):
Year Ended December 31,
2026
$ 45,875
2027
42,887
2028
29,020
2029
40,954
2030
100,217
Thereafter
303,142
Total
$ 562,095
NOTE 8 – STOCK COMPENSATION PLAN
On May 31, 2023, the shareholders approved the UMH Properties, Inc. 2023 Equity Incentive Award Plan
(the “2023 Plan”), authorizing the grant of options, restricted stock or other stock-based awards to participants. The
maximum number of shares available for grant under the 2023 Plan is 2.2 million shares. The maximum number of
shares underlying awards that may be granted in any one year to a participant is 300,000 shares. Option awards are
exercisable after one year of continued employment or service to the Company from the date of grant and typically
vest over five years, 20% per year on each anniversary date of grant. The option price shall not be below the fair
market value at date of grant. On May 28, 2025, the Company’s shareholders approved an amendment to the 2023
Plan which increased the shares of Common Stock available for future awards under the 2023 Plan by 2,250,000
shares.
The 2023 Plan replaced the Company’s Amended and Restated 2013 Incentive Award Plan (“A&R 2013
Plan”), which by its terms terminated with respect to new awards on June 13, 2023. Outstanding grants under the
A&R 2013 Plan will continue to be subject to the terms of the A&R 2013 Plan. No future awards will be granted
under the A&R 2013 Plan, except for those shares previously reserved for outstanding performance-based grants under
the A&R 2013 Plan.
The Compensation Committee has the exclusive authority to administer and construe the 2023 Plan and shall
determine, among other things: persons eligible for awards and who shall receive them; the terms and conditions of
the awards; the time or times and conditions subject to which awards may become vested, deliverable, exercisable, or
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as to which any may apply, be accelerated or lapse; and amend or modify the terms and conditions of an award with
the consent of the participant.
Generally, the term of any stock option may not be more than 10 years from the date of grant. The option
price may not be below the fair market value at date of grant. If and to the extent that an award made under the 2023
Plan is forfeited, expires unexercised, or settled in cash in lieu of Shares, such Shares shall, to the extent of such
forfeiture, expiration, or cash settlement, be available for future grants of awards under the 2023 Plan.
The Company accounts for stock options and restricted stock in accordance with ASC 718-10,
Compensation-Stock Compensation. ASC 718-10 requires that compensation cost for all stock awards be calculated
and amortized over the service period (generally equal to the vesting period).
Stock Options
During the year ended December 31, 2025, sixty-one employees were granted options to purchase a total of
866,500 shares. During the year ended December 31, 2025, eight Board of Directors were granted options to purchase
a total of 96,000 shares. During the year ended December 31, 2024, sixty employees were granted options to purchase
a total of 829,500 shares. During the year ended December 31, 2024, nine Board of Directors were granted options
to purchase a total of 99,000 shares. During the year ended December 31, 2023, sixty-nine employees were granted
options to purchase a total of 1.4 million shares. These grants vest ratably over five years. The fair value of these
options for the years ended December 31, 2025, 2024 and 2023 was approximately $3.3 million, $2.5 million and $4.2
million, respectively, based on assumptions noted below and is being amortized over the vesting period. The
remaining unamortized stock option expense was $6.5 million as of December 31, 2025, which will be expensed
ratably through 2029.
The Company calculates the fair value of each option grant on the grant date using the Black-Scholes option-
pricing model which requires the Company to provide certain inputs, as follows:
• The assumed dividend yield is based on the Company’s expectation of an annual dividend rate for regular
dividends over the estimated life of the option.
• Expected volatility is based on the historical volatility of the Company’s stock over a period relevant to the
related stock option grant.
• The risk-free interest rate utilized is the interest rate on U.S. Government Bonds and Notes having the same
life as the estimated life of the Company’s option awards.
• Expected life of the options granted is estimated based on historical data reflecting actual hold periods.
• Estimated forfeiture is based on historical data reflecting actual forfeitures.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing
model with the following weighted average assumptions used for grants in the following years:
2025
2024
2023
Dividend yield
4.90%
5.33%
3.94%
Expected volatility
27.41%
27.05%
27.14%
Risk-free interest rate
4.36%
4.22%
3.59%
Expected lives
10
10
10
Estimated forfeitures
-0-
-0-
-0-
During the year ended December 31, 2025, options to eleven employees to purchase a total of 39,360 shares
were exercised. During the year ended December 31, 2024, options to twenty-four employees to purchase a total of
280,340 shares were exercised. During the year ended December 31, 2023, options to thirteen employees to purchase
a total of 71,000 shares were exercised. During the year ended December 31, 2025, options to three employees to
purchase a total of 43,660 shares were forfeited. During the year ended December 31, 2024, options to four employees
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to purchase a total of 18,400 shares were forfeited. During the year ended December 31, 2023, options to two
employees to purchase a total of 35,500 shares were expired or forfeited.
A summary of the status of the stock options outstanding under the Company’s stock compensation plans as
of December 31, 2025, 2024 and 2023 and changes during the years then ended are as follows (in thousands):
2025
2024
2023
Weighted-
Weighted-
Weighted-
Average
Average
Average
Exercise
Exercise
Exercise
Shares
Price
Shares
Price
Shares
Price
Outstanding at
beginning of year
5,372
$16.01
4,742
$15.74
3,490
$15.96
Granted
963
17.67
928
15.67
1,359
14.36
Exercised
(39)
13.60
(280)
10.41
(71)
10.34
Forfeited
(44)
16.12
(18)
15.29
(16)
18.15
Expired
-0-
-0-
-0-
-0-
(20)
9.82
Outstanding at end of
year
6,252
16.28
5,372
16.01
4,742
15.74
Options exercisable at
end of year
3,402
2,587
2,195
Weighted average fair
value of options
granted during the year
$3.44
$2.72
$3.10
The following is a summary of stock options outstanding as of December 31, 2025 (in thousands):
Date of Grant
Number of
Employees
Number of
Shares
Option Price
Expiration
Date
01/19/17
2
60
14.25
01/19/27
04/04/17
16
380
15.04
04/04/27
04/02/18
14
271
13.09
04/02/28
07/09/18
4
40
15.75
07/09/28
12/10/18
1
25
12.94
12/10/28
01/02/19
2
60
11.42
01/02/29
04/02/19
15
382
13.90
04/02/29
01/17/20
1
10
16.37
01/17/30
03/25/20
32
532
9.70
03/25/30
05/20/20
1
1
11.80
05/20/30
03/18/21
39
156 *
19.36
03/18/31
07/14/21
44
604 *
22.57
07/14/31
03/28/22
41
464 *
23.81
03/28/32
09/09/22
1
100 *
18.52
09/09/32
03/21/23
61
1,303 *
14.36
03/21/33
01/10/24
8
88 *
15.80
01/10/34
03/26/24
57
816 *
15.66
03/26/34
03/06/25
54
539 *
18.30
03/06/35
06/16/25
14
421 *
16.86
06/16/35
6,252
* From the date of grant, 20% becomes exercisable each year, over 5 years.
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying
awards and the quoted price of the Company’s Common Stock for the options that were in-the-money. The aggregate
intrinsic value of options outstanding as of December 31, 2025, 2024 and 2023 was $7.9 million, $20.0 million and
$7.3 million, respectively, of which $6.5 million, $10.9 million and $4.5 million relate to options exercisable. The
-95-
intrinsic value of options exercised in 2025, 2024 and 2023 was $172,000, $1.8 million and $418,000, respectively,
determined as of the date of option exercise. The weighted average remaining contractual term of the above options
was 6.2, 6.6 and 6.8 years as of December 31, 2025, 2024 and 2023, respectively. For the years ended December 31,
2025, 2024 and 2023, amounts charged to stock compensation expense relating to stock option grants included in
general and administrative expenses, totaled $2.4 million, $2.0 million and $1.8 million, respectively.
Restricted Stock
On January 29, 2021, the Company awarded special restricted stock grants totaling 146,572 shares to five
employees for their successful efforts on the August 2020 groundbreaking Federal National Mortgage Association
(“Fannie Mae”) financing at 2.62%, the proceeds of which were used to redeem our 8% Series B Cumulative
Redeemable Preferred Stock, Liquidation Preference $25.00 per share. The grant date fair value of the restricted stock
grants awarded on January 29, 2021 was $4.3 million, which was expensed over the vesting period. Vesting of these
grants was subject to both time and performance-based vesting criteria as follows:
Vesting Date
Performance Goal to be Met (1)
Percent of Shares Vested
June 30, 2023
Growth in cumulative Normalized Funds from Operations
(“Normalized FFO”) over the past 3 years is 2% or greater
100%
June 30, 2023
Growth in cumulative Normalized FFO over the past 3 years
is 5% or greater
Bonus of 50% of the
Restricted Stock (total of
150%)
June 30, 2023
Growth in cumulative Normalized FFO over the past 3 years
is 20% or greater
Bonus of 100% of the
Restricted Stock (total of
200%)
(1) Growth in cumulative Normalized FFO is measured as the trailing 12-month Normalized FFO per share at June 30, 2023 divided by
the trailing 12-month Normalized FFO per share at June 30, 2020, which amount is $0.64/share at June 30, 2020.
As of June 30, 2023, the growth in cumulative Normalized FFO per share over the past 3 years was over
20%. The original grant of 146,572 shares vested on August 10, 2023 with a bonus of 100%.
On January 7, 2025, the Company awarded a total of 26,000 shares of restricted stock to six employees. On
January 10, 2024, the Company awarded a total of 26,000 shares of restricted stock to six employees. On January 7,
2025, the Company awarded a total of 179,944 shares of restricted stock to four employees, pursuant to their
employment agreements, which were subsequently voluntarily surrendered back to the Company. On March 26, 2024,
the Company awarded a total of 413,016 shares of restricted stock to four employees, pursuant to their employment
agreements. These shares vest based on a combination of time and achievement of certain performance measures.
On January 11, 2023, the Company awarded a total of 25,000 shares of restricted stock to five employees. On March
21, 2023, the Company awarded a total of 98,500 shares of restricted stock to two employees, pursuant to their
employment agreements. The grant date fair value of the restricted stock grants awarded to participants (other than
the performance based awards granted in January 2021) was $473,000, $6.9 million and $1.8 million for the years
ended December 31, 2025, 2024 and 2023, respectively. These grants primarily vest ratably over five years. As of
December 31, 2025, there remained a total of $2.1 million of unrecognized restricted stock compensation related to
outstanding non-vested restricted stock grants awarded and outstanding at that date. Restricted stock compensation is
expected to be expensed over a remaining weighted average period of 1.6 years. For the years ended December 31,
2025, 2024 and 2023, amounts charged to stock compensation expense related to restricted stock grants, which is
included in general and administrative expenses, totaled $3.0 million, $2.8 million and $3.1 million, respectively.
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A summary of the status of the Company’s non-vested restricted stock awards as of December 31, 2025,
2024 and 2023, and changes during the year ended December 31, 2025, 2024 and 2023 are presented below (in
thousands):
Other Stock-Based Awards
Effective June 20, 2018, a portion of our quarterly directors’ fee was paid with our unrestricted Common
Stock. During 2025, 38,569 unrestricted shares of Common Stock were granted as directors’ fees with a weighted
average fair value on the grant date of $17.01 per share. During 2024, 33,084 unrestricted shares of Common Stock
were granted as directors’ fees with a weighted average fair value on the grant date of $16.46 per share. During 2024,
24,275 unrestricted shares of Common Stock were granted to four employees, pursuant to their employment
agreements, with a weighted average fair value on the grant date of $15.66 per share. During 2023, 32,346 unrestricted
shares of Common Stock were granted as directors’ fees with a weighted average fair value on the grant date of $15.31
per share.
As of December 31, 2025, there were 2.0 million shares available for grant as stock options, restricted stock
or other stock-based awards under the 2023 Plan.
Subsequent to year end, on January 21, 2026, the Company awarded 28,000 shares of restricted stock to six
employees. These grants vest ratably over five years.
NOTE 9 – 401(k) PLAN
All full-time employees who are over 21 years old are eligible for the Company’s 401(k) Plan (“Plan”).
Under this Plan, an employee may elect to defer his/her compensation, subject to certain maximum amounts, and have
it contributed to the Plan. Employer contributions to the Plan are at the discretion of the Company. During 2025,
2024 and 2023, the Company made matching contributions to the Plan of up to 100% of the first 3% of employee
salary and 50% of the next 2% of employee salary. The total expense relating to the Plan, including matching
contributions amounted to $1.1 million, $1.1 million and $991,000 in 2025, 2024 and 2023, respectively.
NOTE 10 – RELATED PARTY TRANSACTIONS AND OTHER MATTERS
Employment Agreements
On January 11, 2023, the Company entered into employment agreements with Mr. Samuel A. Landy, Ms.
Anna T. Chew, Mr. Craig Koster and Mr. Brett Taft. The agreements are effective as of January 1, 2023 and have
initial terms of three years which will be renewed automatically thereafter for additional successive one (1) year terms
commencing on the third anniversary and each subsequent anniversary of the effective date unless otherwise
terminated pursuant to the terms of each agreement. The agreements provide for base compensation, incentive cash
bonuses, long term equity compensation awards, which shall be subject to performance-based and time-based vesting
requirements, compensation on termination, including a termination not for cause or voluntary resignation for good
reason following a change of control, and certain customary fringe benefits, including vacation, life insurance and
health benefits and the right to participate in the Company’s 401(k) retirement plan.
2025
2024
2023
Weighted-
Weighted-
Weighted-
Average
Average
Average
Grant Date
Grant Date
Grant Date
Shares
Fair Value
Shares
Fair Value
Shares
Fair Value
Non-vested at
beginning of year
709
$16.80
357
$18.41
471
$17.58
Granted
26
18.20
439
15.67
124
16.52
Dividend Reinvested Shares
35
15.79
31
16.99
24
14.57
Vested
(163)
15.36
(118)
17.52
(262)
15.65
Non-vested at end of year
607
$17.18
709
$16.80
357
$18.41
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Other Matters
Mr. Eugene W. Landy, the Founder and Chairman of the Board of Directors of the Company, owned a 24%
interest in the entity that is the landlord of the property where the Company’s corporate office space is located. As of
January 2023, Mr. Eugene Landy transferred this ownership to his son, Mr. Samuel A. Landy, the President and Chief
Executive Officer and a director of the Company, and other family members. The lease of the Company’s corporate
office space extends through April 30, 2027 and requires monthly lease payments of $23,098 through April 30, 2022
and $23,302 from May 1, 2022 through April 30, 2027. The Company is also responsible for its proportionate share
of real estate taxes and common area maintenance. Management believes that the aforesaid rents are no more than
what the Company would pay for comparable space elsewhere.
Further, Mr. Eugene W. Landy owns a 9.6% interest, Mr. Samuel A. Landy owns a 4.8% interest, Mr. Daniel
Landy, who is also an officer of the Company and is Samuel A. Landy’s son, owns a 0.96% interest, and the Samuel Landy
Family Limited Partnership (of which Daniel Landy is the sole general partner) owns a 0.96% interest in the OZ Fund. In
addition, one of the Company’s independent directors owns a 0.96% interest in the OZ Fund.
NOTE 11 – SHAREHOLDERS’ EQUITY
On March 5, 2025, the Company filed with the SDAT an amendment (the “2025 Articles of Amendment”) to the
Company’s charter to increase the Company’s authorized shares of Common Stock, par value $0.10 per share, by 25
million shares. Also on March 5, 2025, the Company filed with the SDAT Articles Supplementary (the “Articles
Supplementary”) reclassifying and designating 5 million shares of the Company’s Common Stock as shares of Series D
Preferred Stock. After giving effect to the 2025 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.
Common Stock
On February 8, 2022, the Company’s Common Stock was approved for listing on the TASE. Trading of the
Common Stock on the TASE began on February 9, 2022. The Company’s Common Stock continues to be listed on
the NYSE.
The Company has a Dividend Reinvestment and Stock Purchase Plan (“DRIP”), as amended. Under the
terms of the DRIP, shareholders who participate may reinvest all or part of their dividends in additional shares of the
Company at a discounted price (approximately 95% of market value) directly from the Company, from authorized but
unissued shares of the Company’s Common Stock. Shareholders may also purchase additional shares at this
discounted price by making optional cash payments monthly. Optional cash payments must be not less than $500 per
payment nor more than $1,000 unless a request for waiver has been accepted by the Company.
Amounts received in connection with the DRIP for the years ended December 31, 2025, 2024 and 2023 were
as follows (in thousands):
2025
2024
2023
Amounts Received
$9,334
$10,213
$9,046
Less: Dividends Reinvested
(3,519)
(3,214)
(2,652)
Amounts Received, net
$5,815
$6,999
$6,394
Number of Shares Issued
591
623
612
Common Stock At-The-Market Sales Program
On September 16, 2024, the Company terminated the use of its successful then-existing at-the-market sale
program for its Common Stock and entered into a new equity distribution agreement (“September 2024 Common ATM
Program”) 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,
under which the Company may offer and sell shares of the Company’s Common Stock, $0.10 par value per share, having
an aggregate sales price of up to $150 million from time to time through the Distribution Agents, as agents or principals.
-98-
Sales of the shares of Common Stock under the Distribution Agreement for the September 2024 Common ATM Program
will be in “at the market offerings” as defined in Rule 415 under the Securities Act, including, without limitation, sales
made directly on or through 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. For the year ended
December 31, 2025, 2.6 million shares of Common Stock were issued and sold under the September 2024 Common ATM
Program at a weighted average price of $17.59 per share, generating gross proceeds of $45.1 million and net proceeds of
$44.1 million, after offering expenses.
As of December 31, 2025, $44.6 million of Common Stock remained eligible for sale under the September 2024
Common ATM Program.
Issuer Purchases of Equity Securities
On September 22, 2025, the Board of Directors increased our Common Stock Repurchase Program (the
“Repurchase Program”) so that the Company is authorized to repurchase up to $100 million in the aggregate of the
Company’s Common Stock. Purchases under the Repurchase Program were permitted to be made using a variety of
methods, which may include open market purchases, privately negotiated transactions or block trades, or by any
combination of such methods, in accordance with applicable insider trading and other securities laws and regulations.
The size, scope and timing of any purchases would be based on business, market and other conditions and factors,
including price, regulatory and contractual requirements or consents, and capital availability. The Repurchase
Program did not require the Company to acquire any particular amount of Common Stock and may be suspended,
modified or discontinued at any time at the Company’s discretion without prior notice. During 2025, the Company
repurchased approximately 320,000 shares of our Common Stock at an aggregate cost of $4.8 million, or a weighted
average price of $15.06 per share. The last repurchase was made on December 3, 2025.
Preferred Stock
6.375% Series D Cumulative Redeemable Preferred Stock
On January 22, 2018, the Company issued 2 million shares of its Series D Preferred Stock at an offering price
of $25.00 per share in an underwritten registered public offering. The Company received net proceeds from the sale
of these 2 million shares, after deducting the underwriting discount and other estimated offering expenses, of
approximately $48.2 million and has used the net proceeds of the offering for general corporate purposes, which
included the purchase of manufactured homes for sale or lease to customers, expansion of its existing communities,
acquisitions of additional properties and repayment of indebtedness on a short-term basis.
Dividends on the Series D Preferred Stock shares are cumulative from January 22, 2018 and are payable
quarterly in arrears on March 15, June 15, September 15, and December 15 at an annual rate of $1.59375 per share.
The Series D Preferred Stock, par value $0.10 per share, has no maturity and will remain outstanding
indefinitely unless redeemed or otherwise repurchased. On and after January 22, 2023, the Series D Preferred Stock
is redeemable at the Company’s option for cash, in whole or, from time to time, in part, at a price per share equal to
$25.00, plus all accrued and unpaid dividends (whether or not declared) to the date of redemption.
Upon the occurrence of a Delisting Event or Change of Control, each as defined in the Prospectus pursuant
to which the shares of Series D Preferred Stock were offered, each holder of the Series D Preferred Stock will have
the right to convert all or part of the shares of the Series D Preferred Stock held into Common Stock of the Company,
unless the Company elects to redeem the Series D Preferred Stock.
Holders of the Series D Preferred Stock generally have no voting rights, except if the Company fails to pay
dividends for nine or more quarterly periods, whether or not consecutive, or with respect to certain specified events.
During 2025, 2024 and 2023, the Company sold additional shares of Series D Preferred Stock pursuant to its
at-the-market sales programs, and amended its charter in connection therewith, as previously described.
-99-
Preferred Stock At-The-Market Sales Programs
On January 10, 2023, the Company entered into an At Market Issuance Sales Agreement (“2023 Preferred
ATM Program”) with B. Riley. Under the 2023 Preferred ATM Program, the Company may offer and sell shares of
the Company’s 6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value per share, with a
liquidation preference of $25.00 per share (the “Series D Preferred Stock”), having an aggregate sales price of up to
$100 million from time to time through B. Riley, as agent or principal. Sales of the shares of Series D Preferred Stock
in the 2023 Preferred ATM Program were made 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. B. Riley was not required to sell any specific number or dollar amount of
securities, but agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices,
on mutually agreed terms between B. Riley and the Company. During 2025, the Company issued and sold 49,000
shares of its Series D Preferred Stock under the 2023 Preferred ATM Program at a weighted average price of $23.03
per share, generating gross proceeds of $1.1 million and net proceeds of $982,000, after offering expenses.
On March 5, 2025, the Company terminated the use of the 2023 Preferred ATM Program and entered into an
At Market Issuance Sales Agreement (the “2025 Preferred ATM Program”) with B. Riley, as 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 million from time to time through B. Riley, as agent or principal. Sales of the shares of Series D
Preferred Stock under the 2025 Preferred ATM Program, 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. B. Riley 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 B. Riley and the Company. At the time of termination of the
2023 Preferred ATM Program, approximately $16.5 million of Series D Preferred Stock remained unsold under the
2023 Preferred ATM Program. During 2025, the Company issued and sold 44,000 shares of its Series D Preferred
Stock under the 2025 Preferred ATM Program at a weighted average price of $22.81 per share, generating gross
proceeds of $999,000 and net proceeds of $969,000, after offering expenses.
Under the 2023 Preferred ATM Program and the 2025 Preferred ATM Program, during 2025, a total of 93,000
shares of Preferred Stock were issued and sold at a weighted average price of $22.93 per share, generating gross proceeds
of $2.1 million and net proceeds of $2.0 million, after offering expenses.
As of December 31, 2025, $99.0 million of Preferred Stock remained eligible for sale under the 2025
Preferred ATM Program.
-100-
NOTE 12 – DISTRIBUTIONS
Common Stock
The following cash distributions, including dividends reinvested, were paid to common shareholders during
the years ended December 31, 2025, 2024 and 2023 (in thousands except per share amounts):
2025
2024
2023
Quarter Ended
Amount
Per Share
Amount
Per Share
Amount
Per Share
March 31
$17,691
$0.215
$14,215
$0.205
$12,226
$0.205
June 30
18,893
0.225
15,149
0.215
12,460
0.205
September 30
19,077
0.225
15,951
0.215
13,419
0.205
December 31
19,087
0.225
16,974
0.215
13,619
0.205
$74,748
$0.89
$62,289
$0.85
$51,724
$0.82
These amounts do not include the discount on shares purchased through the Company’s DRIP.
Subsequent to year end, on January 21, 2026, the Board of Directors declared a quarterly dividend of $0.225
per share on the Company's Common Stock payable March 16, 2026 to shareholders of record as of the close of
business on February 17, 2026.
Preferred Stock
The following dividends were paid to holders of our Series D Preferred Stock during the years ended
December 31, 2025, 2024 and 2023 (in thousands except per share amounts):
Declaration
Date
Record Date
Payment Date
Dividend
Dividend
per Share
1/7/2025
2/18/2025
3/17/2025
$5,129
$0.3984375
4/1/2025
5/15/2025
6/16/2025
5,129
0.3984375
7/1/2025
8/15/2025
9/15/2025
5,129
0.3984375
10/1/2025
11/17/2025
12/15/2025
5,146
0.3984375
$20,533
$1.59375
1/10/2024
2/15/2024
3/15/2024
$4,673
$0.3984375
4/1/2024
5/15/2024
6/17/2024
4,712
0.3984375
7/1/2024
8/15/2024
9/16/2024
4,782
0.3984375
10/1/2024
11/15/2024
12/16/2024
4,996
0.3984375
$19,163
$1.59375
1/15/2023
2/15/2023
3/15/2023
$3,836
$0.3984375
4/1/2023
5/15/2023
6/15/2023
4,051
0.3984375
7/1/2023
8/15/2023
9/15/2023
4,364
0.3984375
10/3/2023
11/15/2023
12/15/2023
4,472
0.3984375
$16,723
$1.59375
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Subsequent to year end, on January 21, 2026, the Board of Directors declared a quarterly dividend of
$0.3984375 per share for the period from December 1, 2025 through February 28, 2026, on the Company's Series D
Preferred Stock payable March 16, 2026 to shareholders of record as of the close of business on February 17, 2026.
NOTE 13 – FEDERAL INCOME TAXES
Characterization of Distributions
The following table characterizes the distributions paid for the years ended December 31, 2025, 2024 and
2023:
2025
2024
2023
Amount
Percent
Amount
Percent
Amount
Percent
Common Stock
Ordinary income
$
0.175857
19.76%
$
0.16685
19.63%
$
0.22256
27.14%
Return of capital
0.714143
80.24%
0.68315
80.37%
0.59744
72.86%
$
0.89
100.00%
$
0.85
100.00%
$
0.82
100.00%
Preferred Stock - Series D
Ordinary income
$
1.593750
100.0%
$
1.593750
100.0%
$
1.593750
100.0%
Return of capital
-0-
-0-%
-0-
-0-%
-0-
-0-%
$
1.593750
100.00%
$
1.593750
100.00%
$
1.593750
100.00%
In addition to the above, taxable income from non-REIT activities conducted by S&F, a Taxable REIT
Subsidiary (“TRS”), is subject to federal, state and local income taxes. Deferred income taxes pertaining to S&F are
accounted for using the asset and liability method. Under this method, deferred income taxes are recognized for
temporary differences between the financial reporting bases of assets and liabilities and their respective tax bases and
for operating loss and tax credit carryforwards based on enacted tax rates expected to be in effect when such amounts
are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not
that they will be realized based on consideration of available evidence, including tax planning strategies and other
factors. For the years ended December 31, 2025 and December 31, 2024, S&F had operating income for financial
reporting purposes of $1.9 million and $1.8 million, respectively. For the year ended December 31, 2023, S&F had an
operating loss for financial reporting purposes of $648,000. Therefore, a valuation allowance has been established
against any deferred tax assets relating to S&F. For the years ended December 31, 2025, 2024 and 2023, S&F recorded
$100,000, $112,000 and $68,000, respectively, in federal, state and franchise taxes.
NOTE 14 – COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS
The Company is subject to claims and litigation in the ordinary course of business. Management does not
believe that any such claim or litigation will have a material adverse effect on the business, assets, or results of
operations of the Company.
The Company had an agreement with 21st Mortgage under which 21st Mortgage provided financing for
home purchasers in the Company’s communities. The Company did not receive referral fees or other cash
compensation under the agreement. If 21st Mortgage made loans to purchasers and those purchasers defaulted on
their loans and 21st Mortgage repossessed the homes securing such loans, the Company agreed to purchase from
21st Mortgage each such repossessed home for a price equal to 80% to 95% of the amount under each such loan,
subject to certain adjustments. As of December 31, 2025, the total loan balance under this agreement was
approximately $1.9 million. Additionally, 21st Mortgage previously made loans to purchasers in certain communities
we acquired. In conjunction with these acquisitions, the Company has agreed to purchase from 21st Mortgage each
repossessed home, if those purchasers default on their loans. The purchase price ranges from 55% to 100% of the
amount under each such loan, subject to certain adjustments. As of December 31, 2025, the total loan balance owed
to 21st Mortgage with respect to homes in these acquired communities was approximately $406,000. This program
-102-
was terminated on June 22, 2023. The Company’s repurchase obligations for the outstanding loans that were
originated by 21st Mortgage remain in effect.
The Company entered into a Manufactured Home Retailer Agreement (the “MHRA”) with 21st Mortgage
on January 24, 2023, under which 21st Mortgage provides financing for home purchasers in the Company’s
communities. 21st Mortgage has no recourse against the Company under the MHRA except in instances where the
Customer defaults before two scheduled monthly payments are paid by the purchaser and the default is based on any
dispute between S&F and the purchaser surrounding the terms or execution of the purchase and sale of the home.
Upon such a default, S&F is to take assignment of the loan from 21st Mortgage for the unpaid principal balance plus
accrued interest. As of December 31, 2025, no loans have been originated under the MHRA.
S&F entered into a Chattel Loan Origination, Sale and Servicing Agreement (“COP Program”) with Triad
Financial Services, effective January 1, 2016. Neither the Company, nor S&F, receive referral fees or other cash
compensation under the agreement. If the loan is approved under the COP Program, then it is originated by Triad,
purchased by S&F and then assigned by S&F to the Company. Included in Notes and Other Receivables is
approximately $98.2 million of loans that the Company acquired under the COP Program as of December 31, 2025.
The Company and one of its subsidiaries are parties to a Limited Liability Company Agreement dated as of
December 8, 2021 with an affiliate of Nuveen (the “2021 LLC Agreement”), which governs the initial joint venture
entity between the Company and Nuveen. The 2021 LLC Agreement provided for the parties to initially fund up to
$70 million of equity capital for acquisitions during a 24-month commitment period, with Nuveen having the option,
subject to certain conditions, to elect to increase the parties’ total commitments by up to an additional $100 million
and to extend the commitment period for up to an additional four years. The Company is required to fund 40% of
the committed capital and Nuveen is required to fund 60%. All such funding will be on a parity basis. Since the
execution of the 2021 LLC Agreement, this joint venture entity has acquired two properties. The Company and Nuveen
have continued to seek, and are continuing to seek, opportunities to acquire additional manufactured housing and/or
recreational vehicle communities that are under development and/or newly developed and meet certain other
investment guidelines. The Company and Nuveen have informally agreed that any future acquisitions would be made
by one or more new joint venture entities to be formed for that purpose and that the existing joint venture entity formed
in December 2021 under the 2021 LLC Agreement will not consummate additional acquisitions but will maintain its
existing property portfolio. The Company and Nuveen also informally agreed that, unless otherwise determined in
connection with any specific future investment, capital for any such new joint venture entity would continue to be
funded 60% by Nuveen and 40% by the Company on a parity basis and that other terms would be similar to those of
the LLC Agreement entered into in 2021, except that the amounts of the parties’ respective capital commitments will
be determined on a property-by-property basis. In 2023, the Company and Nuveen formed a second joint venture
entity, governed by a new Limited Liability Company Agreement dated as of November 29, 2023 (the “2023 LLC
Agreement”) entered into between a wholly owned subsidiary of the Company and an affiliate of Nuveen, focused on the
development and operation of a new manufactured housing community located in Honey Brook, Pennsylvania. The
community contains 113 manufactured home sites situated on approximately 61 acres. This community, named Honey
Ridge, opened for occupancy in June 2025 with 22 homes on-site, of which ten have been sold. As with the 2021 LLC
Agreement, capital contributions to the joint venture entity formed under the 2023 LLC Agreement for this project
are funded 60% by Nuveen and 40% by the Company on a parity basis and the other terms (including restrictions on
the Company’s right to acquire manufacturing housing communities that meet the 2023 LLC Agreement’s investment
guidelines without first offering Nuveen an opportunity to participate in the acquisition) are similar to those set forth
in the 2021 LLC Agreement (See Note 5).
-103-
NOTE 15 - FAIR VALUE MEASUREMENTS
The Company follows ASC 825, Fair Value Measurements, for financial assets and liabilities recognized at
fair value on a recurring basis. The Company measures certain financial assets and liabilities at fair value on a recurring
basis, including marketable securities. The fair value of these certain financial assets and liabilities was determined
using the following inputs at December 31, 2025 and 2024 (in thousands):
Fair Value Measurements at Reporting Date Using
Total
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
December 31, 2025:
Equity Securities - Preferred Stock
$633
$633
$-0-
$-0-
Equity Securities - Common Stock
23,125
23,125
-0-
-0-
Total
$23,758
$23,758
$-0-
$-0-
December 31, 2024:
Equity Securities - Preferred Stock
$509
$509
$-0-
$-0-
Equity Securities - Common Stock
31,374
31,374
-0-
-0-
Total
$31,883
$31,883
$-0-
$-0-
In addition to the Company’s investment in marketable securities at fair value, the Company is required to
disclose certain information about fair values of its other financial instruments, as defined in ASC 825-10, Financial
Instruments. Estimates of fair value are made at a specific point in time, based upon, where available, relevant market
prices and information about the financial instrument. Such estimates do not include any premium or discount that
could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. All
of the Company’s marketable securities have quoted market prices. However, for a portion of the Company's other
financial instruments, no quoted market value exists. Therefore, estimates of fair value are necessarily based on a
number of significant assumptions (many of which involve events outside the control of management). Such
assumptions include assessments of current economic conditions, perceived risks associated with these financial
instruments and their counterparties, future expected loss experience and other factors. Given the uncertainties
surrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared
to the historical accounting model. Use of different assumptions or methodologies is likely to result in significantly
different fair value estimates.
The fair value of cash and cash equivalents and notes receivable approximates their current carrying amounts
since all such items are short-term in nature. The fair value of variable rate loans payable approximate their current
carrying amounts since such amounts payable are at approximately a weighted-average current market rate of interest.
As of December 31, 2025, the estimated fair value of fixed rate mortgages payable amounted to $557.5 million and
the carrying value of fixed rate mortgages payable amounted to $562.1 million.
NOTE 16 – SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest during the years ended December 31, 2025, 2024 and 2023 was $31.9 million, $30.7
million and $35.5 million, respectively. Interest cost capitalized to land development during the years ended
December 31, 2025, 2024 and 2023 was $5.9 million, $6.0 million and $5.0 million, respectively.
During the year ended December 31, 2025, 2024 and 2023, stock compensation of $3.8 million, $2.8 million
and $0 was capitalized to land development, respectively.
-104-
During the year ended December 31, 2025, 2024 and 2023, compensation for payroll and related benefits of
$4.9 million, $4.8 million and $3.4 million was capitalized to land development, respectively.
During the years ended December 31, 2025, 2024 and 2023, land development costs of $56.0 million, $50.6
million and $27.9 million, respectively were transferred to investment property and equipment and placed in service.
During the years ended December 31, 2025, 2024 and 2023, the Company had dividend reinvestments of
$3.5 million, $3.2 million and $2.7 million, respectively, which required no cash transfers.
NOTE 17 – SUBSEQUENT EVENTS
Management has evaluated subsequent events for disclosure and/or recognition in the financial statements
through the date that the financial statements were issued.
Preferred ATM Program
Since January 1, 2026, the Company issued and sold an additional 66,000 shares of its Preferred Stock under
the 2025 Preferred ATM Program at a weighted average price of $22.51 per share, generating gross proceeds and net
proceeds of $1.5 million, after offering expenses. As of February 25, 2026, $97.5 million of Preferred Stock remained
eligible for sale under the 2025 Preferred ATM Program.
Restricted Stock Awards
On January 21, 2026, the Company awarded 28,000 shares of restricted stock to six employees. The grant
date fair value of these grants was $452,200. These grants vest ratably over five years.
On January 30, 2026, the Company awarded 69,843 shares of restricted stock to four employees pursuant
their employment agreements. The grant date fair value of these grants was $1.1 million. These grants vest ratably
over three years.
NOTE 18– PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The following unaudited pro forma condensed financial information reflects the acquisitions during 2025.
This information has been prepared utilizing the historical financial statements of the Company and the effect of
additional revenue and expenses from the properties acquired during this period, after giving effect to certain
adjustments including (a) rental and related income; (b) community operating expenses; (c) interest expense resulting
from the assumed increase in mortgages and loans payable related to the new acquisitions and (d) depreciation expense
related to the new acquisitions. The unaudited pro forma condensed financial information is not indicative of the
results of operations that would have been achieved had the acquisitions reflected herein been consummated on the
dates indicated or that will be achieved in the future (in thousands).
For the years ended December 31,
2025
2024
Rental and Related Income
$227,873
$210,391
Community Operating Expenses
96,466
88,556
Net Income Attributable to Common Shareholders
5,422
979
Net Income Attributable to Common Shareholders per Share:
Basic and Diluted
0.06
0.01
-105-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025 (in thousands)
Column A
Column B
Column C
Column D
Description
Initial Cost
Site, Land
& Building
Capitalization
Improvements
Subsequent to
Name
Location
Encumbrances
Land
and Rental Homes
Acquisition
Albany Dunes
Albany, GA
$
$
437 $
2,163 $
75
Allentown
Memphis, TN
91,843 (4)
250
2,569
24,841
Arbor Estates
Doylestown, PA
2,650
8,266
5,445
Auburn Estates
Orrville, OH
114
1,174
2,000
Bayshore Estates
Sandusky, OH
561
9,553
8,610
Birchwood Farms
Birch Run, MI
-0- (3)
70
2,797
5,554
Boardwalk
Elkhart, IN
11,898 (7)
1,796
4,768
973
Broadmore Estates
Goshen, IN
1,120
11,136
16,554
Brookside Village
Berwick, PA
-0- (6)
372
4,776
7,731
Brookview Village
Greenfield Center, NY
(2)
38
233
15,849
Camelot Village
Anderson, IN
-0- (8)
824
2,480
4,685
Camelot Woods
Altoona, PA
573
2,767
5,224
Candlewick Court
Owosso, MI
(4)
159
7,087
12,687
Carsons
Chambersburg, PA
21,849 (1)
176
2,411
3,751
Catalina
Middletown, OH
3,435
1,008
11,735
26,760
Cedar Grove
Mantua, NJ
909
16,091
611
Cedarcrest Village
Vineland, NJ
101,392 (2)
320
1,866
4,538
Center Manor
Monaca, PA
198
5,602
3,994
Chambersburg I & II Chambersburg, PA
-0- (1)
108
2,397
3,495
Chelsea
Sayre, PA
-0- (5)
124
2,049
3,889
Cinnamon Woods
Conowingo, MD
-0- (1)
1,884
2,116
9,866
City View
Lewistown, PA
137
613
1,895
Clinton MH Resort
Tiffin, OH
(4)
142
3,302
1,213
Collingwood
Horseheads, NY
-0- (1)
196
2,318
5,538
Colonial Heights
Wintersville, OH
-0- (3)
67
2,383
9,162
Conowingo Court
Conowingo, MD
1,362
5,793
3,602
Countryside Estates
Muncie, IN
174
1,926
9,843
Countryside Estates
Ravenna, OH
-0- (1)
205
2,896
7,778
Countryside Village
Columbia, TN
92,890 (1)
394
6,917
14,444
Cranberry Village
Cranberry Township, PA
(2)
182
1,923
4,986
Crestview
Athens, PA
-0- (1)
188
2,258
4,148
Cross Keys Village
Duncansville, PA
61
378
5,536
Crossroads Village
Mount Pleasant, PA
-0- (1)
183
1,403
198
D & R Village
Clifton Park, NY
(2)
392
704
4,710
Dallas Mobile Home Toronto, OH
-0- (1)
276
2,729
5,097
Deer Meadows
New Springfield, OH
-0- (1)
226
2,299
5,682
Deer Run
Dothan, AL
298
4,242
18,349
Duck River Estates
Columbia, TN
416
-0-
9,014
Evergreen Estates
Lodi, OH
-0- (1)
99
1,121
785
Evergreen Manor
Bedford, OH
49
2,372
2,056
Evergreen Village
Mantua, OH
-0- (1)
105
1,277
3,742
Fairview Manor
Millville, NJ
13,253
216
1,167
13,193
Fifty-One Estates
Elizabeth, PA
-0- (1)
1,214
5,746
5,692
Fohl Village
Canton, OH
9,118
1,018
18,052
4,786
Forest Creek
Elkhart, IN
-0- (3)
440
7,004
4,517
Forest Park Village
Cranberry Township, PA
(4)
75
977
12,857
Fox Chapel Village
Cheswick, PA
372
4,082
5,881
Frieden Manor
Schuylkill Haven, PA
11,162 (5)
643
5,294
6,868
Friendly Village
Perrysburg, OH
1,215
18,141
39,416
Garden View Estates Orangeburg, SC
156
5,044
10,951
Green Acres
Chambersburg, PA
63
584
265
Gregory Courts
Honey Brook, PA
370
1,220
1,504
-106-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025 (in thousands)
Column A
Column B
Column C
Column D
Description
Initial Cost
Site, Land
& Building
Capitalization
Improvements
Subsequent to
Name
Location
Encumbrances
Land
and Rental Homes
Acquisition
Hayden Heights
Dublin, OH
$
(2)
248
2,148
1,983
Heather Highlands
Inkerman, PA
573
2,152
20,317
Hidden Creek
Erie, MI
614
20,717
13,903
High View Acres
Export, PA
-0- (1)
825
4,264
1,415
Highland
Elkhart, IN
510
7,084
8,274
Highland Estates
Kutztown, PA
13,976
145
1,695
12,670
Hillcrest Crossing
Lower Burrell, PA
-0- (1)
961
1,464
14,388
Hillcrest Estates
Marysville, OH
-0- (1)
1,277
3,034
6,509
Hillside Estates
Greensburg, PA
-0-
484
2,679
8,400
Holiday Village
Nashville, TN
(4)
1,632
5,618
21,625
Holiday Village
Elkhart, IN
491
13,808
15,381
Holly Acres Estates
Erie, PA
5,523
194
3,591
1,765
Hudson Estates
Peninsula, OH
-0- (1)
141
3,516
8,484
Huntingdon Pointe
Tarrs, PA
-0- (1)
399
865
4,901
Independence Park
Clinton, PA
-0-
686
2,784
8,929
Iris Winds
Sumter, SC
121
3,324
13,544
Kinnebrook
Monticello, NY
(2)
236
1,403
15,591
Lake Erie Estates
Fredonia, NY
104
4,391
6,490
Lake Sherman Village Navarre, OH
290
1,458
21,002
Lakeview Meadows
Lakeview, OH
-0- (1)
574
1,104
8,840
Laurel Woods
Cresson, PA
433
2,070
9,986
Little Chippewa
Orrville, OH
113
1,135
2,812
Mandell Trails
Butler, PA
2,470
4,905
5,859
Maple Manor
Taylor, PA
32,259 (6)
674
9,433
12,138
Maplewood Village
Mantua, NJ
495
7,105
305
Marysville Estates
Marysville, OH
-0- (1)
810
4,556
16,057
Maybelle Manor
Conowingo, MD
700
4,070
90
Meadowood
New Middletown, OH
-0- (3)
152
3,191
7,341
Meadows
Nappanee, IN
549
6,721
15,034
Meadows of Perrysburg Perrysburg, OH
2,146
5,541
6,571
Melrose Village
Wooster, OH
767
5,429
9,888
Melrose West
Wooster, OH
94
1,040
226
Memphis Blues
Memphis, TN
78
810
21,515
Mighty Oak
Albany, GA
232
3,418
7,457
Monroe Valley
Jonestown, PA
-0- (5)
114
994
857
Moosic Heights
Avoca, PA
-0- (6)
330
3,794
6,412
Mount Pleasant Village Mount Pleasant, PA
-0- (1)
280
3,502
2,380
Mountaintop
Narvon, PA
-0- (5)
134
1,665
2,122
New Colony
West Mifflin, PA
-0- (1)
429
4,129
4,595
Northtowne Meadows Erie, MI
10,490
1,272
23,859
10,394
Oak Ridge Estates
Elkhart, IN
-0- (3)
500
7,524
5,079
Oak Tree
Jackson, NJ
11,504
1,134
21,766
2,415
Oakwood Lake Village Tunkhannock, PA
379
1,639
4,221
Olmsted Falls
Olmsted Falls, OH
(2)
569
3,031
3,702
Oxford Village
West Grove, PA
13,611
175
991
3,680
Parke Place
Elkhart, IN
-0- (7)
4,317
10,341
17,114
Perrysburg Estates
Perrysburg, OH
399
4,047
9,228
Pikewood Manor
Elyria, OH
12,386
1,053
22,068
28,539
Pine Ridge/Pine Manor Carlisle, PA
38
198
12,481
Pine Valley Estates
Apollo, PA
670
1,337
17,276
Pleasant View Estates
Bloomsburg, PA
-0- (6)
282
2,175
4,815
Port Royal Village
Belle Vernon, PA
150
2,492
22,220
Redbud Estates
Anderson, IN
11,584 (8)
1,739
15,091
11,031
River Bluff Estates
Memphis, TN
-0-
230
-0-
4,263
River Valley Estates
Marion, OH
236
785
12,692
Rolling Hills Estates
Carlisle, PA
-0- (1)
301
1,419
4,830
Rostraver Estates
Belle Vernon, PA
-0-
814
2,204
3,493
Saddle Creek
Dothan, AL
713
3,165
5,866
-107-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025 (in thousands)
Column A
Column B
Column C
Column D
Description
Initial Cost
Site, Land
& Building
Capitalization
Improvements
Subsequent to
Name
Location
Encumbrances
Land
and Rental Homes
Acquisition
Sandy Valley Estates
Magnolia, OH
$
270
1,941
18,897
Shady Hills
Nashville, TN
(2)
337
3,379
6,972
Somerset/Whispering
Somerset, PA
-0- (1)
1,485
2,050
14,866
Southern Terrace
Columbiana, OH
-0- (3)
63
3,387
1,172
Southwind Village
Jackson, NJ
19,898 (9)
100
603
4,005
Spreading Oaks Village Athens, OH
67
1,327
5,677
Springfield Meadows
Springfield, OH
1,230
3,093
8,621
Suburban Estates
Greensburg, PA
(4)
299
5,837
7,825
Summit Estates
Ravenna, OH
-0- (1)
198
2,779
6,399
Summit Village
Marion, IN
522
2,821
6,131
Sunny Acres
Somerset, PA
(4)
287
6,114
5,648
Sunnyside
Eagleville, PA
450
2,674
1,498
Trailmont
Goodlettsville, TN
(2)
411
1,867
5,355
Twin Oaks I & II
Olmsted Falls, OH
5,280
823
3,527
2,675
Twin Pines
Goshen, IN
57,743 (3)
650
6,307
8,323
Valley High
Ruffs Dale, PA
-0-
284
2,267
3,387
Valley Hills
Ravenna, OH
2,846
996
6,542
14,163
Valley Stream
Mountaintop, PA
323
3,191
1,971
Valley View - HB
Honey Brook, PA
-0- (3)
1,380
5,348
8,069
Valley View I
Ephrata, PA
-0- (5)
191
4,359
2,877
Valley View II
Ephrata, PA
-0- (5)
72
1,746
124
Voyager Estates
West Newton, PA
-0- (1)
742
3,143
9,443
Waterfalls Village
Hamburg, NY
3,880
424
3,812
9,720
Wayside
Bellefontaine, OH
-0- (1)
196
1,080
4,377
Weatherly Estates
Lebanon, TN
(2)
1,184
4,034
5,604
Wellington Estates
Export, PA
896
6,179
9,044
Wood Valley
Caledonia, OH
260
1,753
10,410
Woodland Manor
West Monroe, NY
-0- (1)
77
841
8,350
Woodlawn Village
Eatontown, NJ
-0- (9)
157
281
3,099
Woods Edge
West Lafayette, IN
4,275
1,808
13,321
21,905
Worthington Arms
Lewis Center, OH
437
12,706
12,101
Youngstown Estates
Youngstown, NY
269
1,606
3,217
$
562,095
$
77,989 $
622,855 $
1,152,160
-108-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025 (in thousands)
Column A
Column E (10) (11)
Column F
Description
Gross Amount at Which Carried at 12/31/25
Site, Land
& Building
Improvements
Accumulated
Name
Location
Land
and Rental Homes
Total
Depreciation
Albany Dunes
Albany, GA
$
441
$
2,234 $
2,675
$
(14)
Allentown
Memphis, TN
1,270
26,390
27,660
(10,437)
Arbor Estates
Doylestown, PA
2,650
13,711
16,361
(4,821)
Auburn Estates
Orrville, OH
114
3,174
3,288
(886)
Bayshore Estates
Sandusky, OH
562
18,162
18,724
(2,398)
Birchwood Farms
Birch Run, MI
70
8,351
8,421
(2,945)
Boardwalk
Elkhart, IN
1,796
5,741
7,537
(1,636)
Broadmore Estates
Goshen, IN
1,120
27,690
28,810
(10,682)
Brookside Village
Berwick, PA
372
12,507
12,879
(3,997)
Brookview Village
Greenfield Center, NY
123
15,997
16,120
(5,409)
Camelot Village
Anderson, IN
828
7,161
7,989
(1,167)
Camelot Woods
Altoona, PA
766
7,798
8,564
(1,124)
Candlewick Court
Owosso, MI
159
19,774
19,933
(5,928)
Carsons
Chambersburg, PA
176
6,162
6,338
(2,077)
Catalina
Middletown, OH
1,008
38,495
39,503
(10,384)
Cedar Grove
Mantua, NJ
937
16,674
17,611
(504)
Cedarcrest Village
Vineland, NJ
408
6,316
6,724
(3,663)
Center Manor
Monaca, PA
201
9,593
9,794
(961)
Chambersburg I & II
Chambersburg, PA
925
5,075
6,000
(1,633)
Chelsea
Sayre, PA
124
5,938
6,062
(1,856)
Cinnamon Woods
Conowingo, MD
1,884
11,982
13,866
(1,214)
City View
Lewistown, PA
137
2,508
2,645
(916)
Clinton MH Resort
Tiffin, OH
142
4,515
4,657
(1,889)
Collingwood
Horseheads, NY
196
7,856
8,052
(2,422)
Colonial Heights
Wintersville, OH
67
11,545
11,612
(4,019)
Conowingo Court
Conowingo, MD
1,381
9,376
10,757
(157)
Countryside Estates
Muncie, IN
174
11,769
11,943
(3,427)
Countryside Estates
Ravenna, OH
205
10,674
10,879
(3,475)
Countryside Village
Columbia, TN
193
21,562
21,755
(9,078)
Cranberry Village
Cranberry Township, PA
182
6,909
7,091
(4,080)
Crestview
Athens, PA
362
6,232
6,594
(2,069)
Cross Keys Village
Duncansville, PA
61
5,914
5,975
(2,608)
Crossroads Village
Mount Pleasant, PA
183
1,601
1,784
(505)
D & R Village
Clifton Park, NY
392
5,414
5,806
(2,796)
Dallas Mobile Home
Toronto, OH
276
7,826
8,102
(2,329)
Deer Meadows
New Springfield, OH
226
7,981
8,207
(2,397)
Deer Run
Dothan, AL
301
22,588
22,889
(2,566)
Duck River Estates
Columbia, TN
416
9,014
9,430
(865)
Evergreen Estates
Lodi, OH
119
1,886
2,005
(693)
Evergreen Manor
Bedford, OH
49
4,428
4,477
(1,558)
Evergreen Village
Mantua, OH
105
5,019
5,124
(1,144)
Fairview Manor
Millville, NJ
2,535
12,041
14,576
(7,551)
Fifty-One Estates
Elizabeth, PA
1,330
11,322
12,652
(2,106)
Fohl Village
Canton, OH
1,023
22,833
23,856
(2,227)
Forest Creek
Elkhart, IN
440
11,521
11,961
(5,127)
Forest Park Village
Cranberry Township, PA
75
13,834
13,909
(5,800)
Fox Chapel Village
Cheswick, PA
372
9,963
10,335
(2,242)
Frieden Manor
Schuylkill Haven, PA
1,420
11,385
12,805
(4,167)
Friendly Village
Perrysburg, OH
1,269
57,503
58,772
(8,461)
Garden View Estates
Orangeburg, SC
158
15,993
16,151
(1,167)
Green Acres
Chambersburg, PA
63
849
912
(329)
Gregory Courts
Honey Brook, PA
370
2,724
3,094
(1,117)
Hayden Heights
Dublin, OH
248
4,131
4,379
(1,280)
Heather Highlands
Inkerman, PA
573
22,469
23,042
(9,591)
Hidden Creek
Erie, MI
618
34,616
35,234
(3,575)
-109-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025 (in thousands)
Column A
Column E (10) (11)
Column F
Description
Gross Amount at Which Carried at 12/31/25
Site, Land
& Building
Improvements
Accumulated
Name
Location
Land
and Rental Homes
Total
Depreciation
High View Acres
Export, PA
$ 825
5,679
6,504
(1,490)
Highland
Elkhart, IN
510
15,358
15,868
(6,367)
Highland Estates
Kutztown, PA
404
14,106
14,510
(9,547)
Hillcrest Crossing
Lower Burrell, PA
961
15,852
16,813
(3,308)
Hillcrest Estates
Marysville, OH
1,277
9,543
10,820
(2,475)
Hillside Estates
Greensburg, PA
484
11,079
11,563
(2,590)
Holiday Village
Nashville, TN
1,632
27,243
28,875
(7,169)
Holiday Village
Elkhart, IN
491
29,189
29,680
(9,098)
Holly Acres Estates
Erie, PA
194
5,356
5,550
(1,842)
Hudson Estates
Peninsula, OH
141
12,000
12,141
(3,775)
Huntingdon Pointe
Tarrs, PA
399
5,766
6,165
(1,074)
Independence Park
Clinton, PA
686
11,713
12,399
(2,821)
Iris Winds
Sumter, SC
1,135
15,854
16,989
(1,940)
Kinnebrook
Monticello, NY
509
16,721
17,230
(8,753)
Lake Erie Estates
Fredonia, NY
140
10,845
10,985
(1,665)
Lake Sherman Village
Navarre, OH
290
22,460
22,750
(8,217)
Lakeview Meadows
Lakeview, OH
726
9,792
10,518
(1,276)
Laurel Woods
Cresson, PA
433
12,056
12,489
(4,595)
Little Chippewa
Orrville, OH
113
3,947
4,060
(1,248)
Mandell Trails
Butler, PA
2,537
10,697
13,234
(875)
Maple Manor
Taylor, PA
674
21,571
22,245
(8,399)
Maplewood Village
Mantua, NJ
510
7,395
7,905
(222)
Marysville Estates
Marysville, OH
818
20,605
21,423
(4,101)
Maybelle Manor
Conowingo, MD
711
4,149
4,860
(75)
Meadowood
New Middletown, OH
152
10,532
10,684
(3,522)
Meadows
Nappanee, IN
549
21,755
22,304
(6,504)
Meadows of Perrysburg Perrysburg, OH
4,500
9,758
14,258
(1,800)
Melrose Village
Wooster, OH
767
15,317
16,084
(4,581)
Melrose West
Wooster, OH
94
1,266
1,360
(499)
Memphis Blues
Memphis, TN
336
22,067
22,403
(6,230)
Mighty Oak
Albany, GA
234
10,873
11,107
(661)
Monroe Valley
Jonestown, PA
114
1,851
1,965
(735)
Moosic Heights
Avoca, PA
330
10,206
10,536
(3,535)
Mount Pleasant Village Mount Pleasant, PA
280
5,882
6,162
(1,782)
Mountaintop
Narvon, PA
249
3,672
3,921
(1,287)
New Colony
West Mifflin, PA
448
8,705
9,153
(1,626)
Northtowne Meadows
Erie, MI
1,310
34,215
35,524
(7,173)
Oak Ridge Estates
Elkhart, IN
500
12,603
13,103
(5,062)
Oak Tree
Jackson, NJ
1,150
24,165
25,315
(2,535)
Oakwood Lake Village
Tunkhannock, PA
379
5,860
6,239
(1,763)
Olmsted Falls
Olmsted Falls, OH
569
6,733
7,302
(2,345)
Oxford Village
West Grove, PA
155
4,691
4,846
(2,694)
Parke Place
Elkhart, IN
4,317
27,455
31,772
(6,247)
Perrysburg Estates
Perrysburg, OH
407
13,267
13,674
(2,737)
Pikewood Manor
Elyria, OH
1,071
50,589
51,660
(10,296)
Pine Ridge/Pine Manor Carlisle, PA
145
12,572
12,717
(6,271)
Pine Valley Estates
Apollo, PA
732
18,551
19,283
(5,737)
Pleasant View Estates
Bloomsburg, PA
307
6,965
7,272
(2,243)
Port Royal Village
Belle Vernon, PA
505
24,357
24,862
(11,417)
Redbud Estates
Anderson, IN
1,753
26,108
27,861
(5,873)
River Bluff Estates
Memphis, TN
230
4,263
4,493
(52)
River Valley Estates
Marion, OH
236
13,477
13,713
(5,742)
Rolling Hills Estates
Carlisle, PA
517
6,033
6,550
(1,649)
-110-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025 (in thousands)
Column A
Column E (10) (11)
Column F
Description
Gross Amount at Which Carried at 12/31/25
Site, Land
& Building
Improvements
Accumulated
Name
Location
Land
and Rental Homes
Total
Depreciation
Rostraver Estates
Belle Vernon, PA
$ 814
5,697
6,511
(1,925)
Saddle Creek
Dothan, AL
718
9,026
9,744
(673)
Sandy Valley Estates
Magnolia, OH
270
20,838
21,108
(8,052)
Shady Hills
Nashville, TN
337
10,351
10,688
(3,894)
Somerset/Whispering
Somerset, PA
1,538
16,863
18,401
(6,718)
Southern Terrace
Columbiana, OH
63
4,559
4,622
(1,928)
Southwind Village
Jackson, NJ
100
4,608
4,708
(2,675)
Spreading Oaks Village
Athens, OH
67
7,004
7,071
(3,079)
Springfield Meadows
Springfield, OH
1,230
11,714
12,944
(1,728)
Suburban Estates
Greensburg, PA
299
13,662
13,961
(5,230)
Summit Estates
Ravenna, OH
198
9,178
9,376
(2,946)
Summit Village
Marion, IN
522
8,952
9,474
(2,274)
Sunny Acres
Somerset, PA
287
11,762
12,049
(4,786)
Sunnyside
Eagleville, PA
662
3,960
4,622
(1,531)
Trailmont
Goodlettsville, TN
411
7,222
7,633
(2,564)
Twin Oaks I & II
Olmsted Falls, OH
998
6,027
7,025
(2,538)
Twin Pines
Goshen, IN
650
14,630
15,280
(5,575)
Valley High
Ruffs Dale, PA
284
5,654
5,938
(1,819)
Valley Hills
Ravenna, OH
996
20,705
21,701
(6,554)
Valley Stream
Mountaintop, PA
323
5,162
5,485
(1,559)
Valley View - HB
Honey Brook, PA
1,605
13,192
14,797
(4,273)
Valley View I
Ephrata, PA
280
7,147
7,427
(2,541)
Valley View II
Ephrata, PA
72
1,870
1,942
(871)
Voyager Estates
West Newton, PA
742
12,586
13,328
(3,048)
Waterfalls Village
Hamburg, NY
424
13,532
13,956
(6,567)
Wayside
Bellefontaine, OH
538
5,115
5,653
(1,074)
Weatherly Estates
Lebanon, TN
1,184
9,638
10,822
(5,256)
Wellington Estates
Export, PA
896
15,223
16,119
(3,541)
Wood Valley
Caledonia, OH
260
12,163
12,423
(4,765)
Woodland Manor
West Monroe, NY
260
9,008
9,268
(2,925)
Woodlawn Village
Eatontown, NJ
135
3,402
3,537
(1,371)
Woods Edge
West Lafayette, IN
1,808
35,226
37,034
(9,111)
Worthington Arms
Lewis Center, OH
437
24,807
25,244
(6,914)
Youngstown Estates
Youngstown, NY
269
4,823
5,092
(1,340)
$ 90,208
$
1,762,796
$
1,853,003
$
(504,634)
-111-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
Column A
Column G
Column H
Column I
Description
Date of
Date
Depreciable
Name
Location
Construction
Acquired
Life
Albany Dunes
Albany, GA
1983
2025
5 to 27.5
Allentown
Memphis, TN
prior to 1980
1986
5 to 27.5
Arbor Estates
Doylestown, PA
1959
2013
5 to 27.5
Auburn Estates
Orrville, OH
1971/1985/1995
2013
5 to 27.5
Bayshore Estates
Sandusky, OH
1969
2021
5 to 27.5
Birchwood Farms
Birch Run, MI
1976-1977
2013
5 to 27.5
Boardwalk
Elkhart, IN
1995-1996
2017
5 to 27.5
Broadmore Estates
Goshen, IN
1950/1990
2013
5 to 27.5
Brookside Village
Berwick, PA
1973-1976
2010
5 to 27.5
Brookview Village
Greenfield Center, NY
prior to 1970
1977
5 to 27.5
Camelot Village
Anderson, IN
1998
2018
5 to 27.5
Camelot Woods
Altoona, PA
1999
2020
5 to 27.5
Candlewick Court
Owosso, MI
1975
2015
5 to 27.5
Carsons
Chambersburg, PA
1963
2012
5 to 27.5
Catalina
Middletown, OH
1968-1976
2015
5 to 27.5
Cedar Grove
Mantua, NJ
1950’s
2025
5 to 27.5
Cedarcrest Village
Vineland, NJ
1973
1986
5 to 27.5
Center Manor
Monaca, PA
1957
2022
5 to 27.5
Chambersburg I & II
Chambersburg, PA
1955
2012
5 to 27.5
Chelsea
Sayre, PA
1972
2012
5 to 27.5
Cinnamon Woods
Conowingo, MD
2005
2017
5 to 27.5
City View
Lewistown, PA
prior to 1980
2011
5 to 27.5
Clinton MH Resort
Tiffin, OH
1968/1987
2011
5 to 27.5
Collingwood
Horseheads, NY
1970
2012
5 to 27.5
Colonial Heights
Wintersville, OH
1972
2012
5 to 27.5
Conowingo Court
Conowingo, MD
1960’s
2025
5 to 27.5
Countryside Estates
Muncie, IN
1996
2012
5 to 27.5
Countryside Estates
Ravenna, OH
1972
2014
5 to 27.5
Countryside Village
Columbia, TN
1988/1992
2011
5 to 27.5
Cranberry Village
Cranberry Township, PA
1974
1986
5 to 27.5
Crestview
Athens, PA
1964
2012
5 to 27.5
Cross Keys Village
Duncansville, PA
1961
1979
5 to 27.5
Crossroads Village
Mount Pleasant, PA
1955/2004
2017
5 to 27.5
D & R Village
Clifton Park, NY
1972
1978
5 to 27.5
Dallas Mobile Home Toronto, OH
1950-1957
2014
5 to 27.5
Deer Meadows
New Springfield, OH
1973
2014
5 to 27.5
Deer Run
Dothan, AL
1960
2021
5 to 27.5
Duck River Estates
Columbia, TN
2023
2011
5 to 27.5
Evergreen Estates
Lodi, OH
1965
2014
5 to 27.5
Evergreen Manor
Bedford, OH
1960
2014
5 to 27.5
Evergreen Village
Mantua, OH
1960
2014
5 to 27.5
Fairview Manor
Millville, NJ
prior to 1980
1985
5 to 27.5
Fifty-One Estates
Elizabeth, PA
1970's
2019
5 to 27.5
Fohl Village
Canton, OH
1972
2022
5 to 27.5
Forest Creek
Elkhart, IN
1996-1997
2013
5 to 27.5
Forest Park Village
Cranberry Township, PA
prior to 1980
1982
5 to 27.5
Fox Chapel Village
Cheswick, PA
1975
2017
5 to 27.5
Frieden Manor
Schuylkill Haven, PA
1969
2012
5 to 27.5
Friendly Village
Perrysburg, OH
1970
2019
5 to 27.5
Garden View Estates
Orangeburg, SC
1962
2022
5 to 27.5
Green Acres
Chambersburg, PA
1978
2012
5 to 27.5
Gregory Courts
Honey Brook, PA
1970
2013
5 to 27.5
Hayden Heights
Dublin, OH
1973
2014
5 to 27.5
Heather Highlands
Inkerman, PA
1970
1992
5 to 27.5
Hidden Creek
Erie, MI
1993
2022
5 to 27.5
High View Acres
Export, PA
1984
2017
5 to 27.5
-112-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
Column A
Column G
Column H
Column I
Description
Date of
Date
Depreciable
Name
Location
Construction
Acquired
Life
Highland
Elkhart, IN
1969
2013
5 to 27.5
Highland Estates
Kutztown, PA
1971
1979
5 to 27.5
Hillcrest Crossing
Lower Burrell, PA
1971
2017
5 to 27.5
Hillcrest Estates
Marysville, OH
1995
2017
5 to 27.5
Hillside Estates
Greensburg, PA
1980
2014
5 to 27.5
Holiday Village
Nashville, TN
1967
2013
5 to 27.5
Holiday Village
Elkhart, IN
1966
2015
5 to 27.5
Holly Acres Estates
Erie, PA
1977/2007
2015
5 to 27.5
Hudson Estates
Peninsula, OH
1956
2014
5 to 27.5
Huntingdon Pointe
Tarrs, PA
2000
2015
5 to 27.5
Independence Park
Clinton, PA
1987
2014
5 to 27.5
Iris Winds
Sumter, SC
1972
2021
5 to 27.5
Kinnebrook
Monticello, NY
1972
1988
5 to 27.5
Lake Erie Estates
Fredonia, NY
1965-1975
2020
5 to 27.5
Lake Sherman Village
Navarre, OH
prior to 1980
1987
5 to 27.5
Lakeview Meadows
Lakeview, OH
1995
2016
5 to 27.5
Laurel Woods
Cresson, PA
prior to 1980
2001
5 to 27.5
Little Chippewa
Orrville, OH
1968
2013
5 to 27.5
Mandell Trails
Butler, PA
1969
2022
5 to 27.5
Maple Manor
Taylor, PA
1972
2010
5 to 27.5
Maplewood Village
Mantua, NJ
1970’s
2025
5 to 27.5
Marysville Estates
Marysville, OH
1960s to 2015
2017
5 to 27.5
Maybelle Manor
Conowingo, MD
1999
2025
5 to 27.5
Meadowood
New Middletown, OH
1957
2012
5 to 27.5
Meadows
Nappanee, IN
1965-1973
2015
5 to 27.5
Meadows of Perrysburg
Perrysburg, OH
1998
2018
5 to 27.5
Melrose Village
Wooster, OH
1970-1978
2013
5 to 27.5
Melrose West
Wooster, OH
1995
2013
5 to 27.5
Memphis Blues
Memphis, TN
1955
1985
5 to 27.5
Mighty Oak
Albany, GA
2023
2023
5 to 27.5
Monroe Valley
Jonestown, PA
1969
2012
5 to 27.5
Moosic Heights
Avoca, PA
1972
2010
5 to 27.5
Mount Pleasant Village
Mount Pleasant, PA
1977-1986
2017
5 to 27.5
Mountaintop
Narvon, PA
1972
2012
5 to 27.5
New Colony
West Mifflin, PA
1975
2019
5 to 27.5
Northtowne Meadows
Erie, MI
1988, 1995, 1999
2019
5 to 27.5
Oak Ridge Estates
Elkhart, IN
1990
2013
5 to 27.5
Oak Tree
Jackson, NJ
1958
2022
5 to 27.5
Oakwood Lake Village
Tunkhannock, PA
1972
2010
5 to 27.5
Olmsted Falls
Olmsted Falls, OH
1953/1970
2012
5 to 27.5
Oxford Village
West Grove, PA
1971
1974
5 to 27.5
Parke Place
Elkhart, IN
1995-1996
2017
5 to 27.5
Perrysburg Estates
Perrysburg, OH
1972
2018
5 to 27.5
Pikewood Manor
Elyria, OH
1962
2018
5 to 27.5
Pine Ridge/Pine Manor
Carlisle, PA
1961
1969
5 to 27.5
Pine Valley Estates
Apollo, PA
prior to 1980
1995
5 to 27.5
Pleasant View Estates
Bloomsburg, PA
1960's
2010
5 to 27.5
Port Royal Village
Belle Vernon, PA
1973
1983
5 to 27.5
Redbud Estates
Anderson, IN
1966/1998/2003
2018
5 to 27.5
River Bluff Estates
Memphis, TN
2024
2013
5 to 27.5
River Valley Estates
Marion, OH
1950
1986
5 to 27.5
Rolling Hills Estates
Carlisle, PA
1972-1975
2013
5 to 27.5
Rostraver Estates
Belle Vernon, PA
1970
2014
5 to 27.5
Saddle Creek
Dothan, AL
1972
2022
5 to 27.5
Sandy Valley Estates
Magnolia, OH
prior to 1980
1985
5 to 27.5
Shady Hills
Nashville, TN
1954
2011
5 to 27.5
-113-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
Column A
Column G
Column H
Column I
Description
Date of
Date
Depreciable
Name
Location
Construction
Acquired
Life
Somerset/Whispering
Somerset, PA
prior to 1980
2004
5 to 27.5
Southern Terrace
Columbiana, OH
1983
2012
5 to 27.5
Southwind Village
Jackson, NJ
1969
1969
5 to 27.5
Spreading Oaks Village
Athens, OH
prior to 1980
1996
5 to 27.5
Springfield Meadows
Springfield, OH
1970
2016
5 to 27.5
Suburban Estates
Greensburg, PA
1968/1980
2010
5 to 27.5
Summit Estates
Ravenna, OH
1969
2014
5 to 27.5
Summit Village
Marion, IN
2000
2018
5 to 27.5
Sunny Acres
Somerset, PA
1970
2010
5 to 27.5
Sunnyside
Eagleville, PA
1960
2013
5 to 27.5
Trailmont
Goodlettsville, TN
1964
2011
5 to 27.5
Twin Oaks I & II
Olmsted Falls, OH
1952/1997
2012
5 to 27.5
Twin Pines
Goshen, IN
1956/1990
2013
5 to 27.5
Valley High
Ruffs Dale, PA
1974
2014
5 to 27.5
Valley Hills
Ravenna, OH
1960-1970
2014
5 to 27.5
Valley Stream
Mountaintop, PA
1970
2015
5 to 27.5
Valley View - HB
Honey Brook, PA
1970
2013
5 to 27.5
Valley View I
Ephrata, PA
1961
2012
5 to 27.5
Valley View II
Ephrata, PA
1999
2012
5 to 27.5
Voyager Estates
West Newton, PA
1968
2015
5 to 27.5
Waterfalls Village
Hamburg, NY
prior to 1980
1997
5 to 27.5
Wayside
Bellefontaine, OH
1960
2016
5 to 27.5
Weatherly Estates
Lebanon, TN
1997
2006
5 to 27.5
Wellington Estates
Export, PA
1970/1996
2017
5 to 27.5
Wood Valley
Caledonia, OH
prior to 1980
1996
5 to 27.5
Woodland Manor
West Monroe, NY
prior to 1980
2003
5 to 27.5
Woodlawn Village
Eatontown, NJ
1964
1978
5 to 27.5
Woods Edge
West Lafayette, IN
1974
2015
5 to 27.5
Worthington Arms
Lewis Center, OH
1968
2015
5 to 27.5
Youngstown Estates
Youngstown, NY
1963
2013
5 to 27.5
-114-
UMH PROPERTIES, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(1) Represents one mortgage payable secured by twenty-eight properties and one mortgage payable secured by the rental homes therein.
(2) Represents one mortgage payable secured by ten properties.
(3) Represents one mortgage payable secured by eight properties.
(4) Represents one mortgage payable secured by seven properties.
(5) Represents one mortgage payable secured by six properties.
(6) Represents one mortgage payable secured by four properties and one mortgage payable secured by the rental homes therein.
(7) Represents one mortgage payable secured by two properties.
(8) Represents one mortgage payable secured by two properties.
(9) Represents one mortgage payable secured by two properties.
(10) Reconciliation
/----------FIXED ASSETS-----------/
(in thousands)
12/31/25
12/31/24
12/31/23
Balance – Beginning of Year
$1,655,964
$1,527,479
$1,379,527
Additions:
Acquisitions
39,125
-0-
3,650
Improvements
167,210
139,528
151,495
Total Additions
206,335
139,528
155,145
Deletions
(9,296)
(11,043)
(7,193)
Balance – End of Year
$1,853,003
$1,655,964
$1,527,479
/-----ACCUMULATED DEPRECIATION-----/
(in thousands)
12/31/25
12/31/24
12/31/23
Balance – Beginning of Year
$445,077
$391,920
$340,776
Additions:
Depreciation
63,860
57,765
53,685
Total Additions
63,860
57,765
53,685
Deletions
(4,303)
(4,608)
(2,541)
Balance – End of Year
$504,634
$445,077
$391,920
(11)
The aggregate cost for Federal tax purposes approximates historical cost.
BOARD OF DIRECTORS
AMY L. BUTEWICZ
Doctor of Pharmacy
Realtor of Keller Williams
Princeton Real Estate
MICHAEL P. LANDY
Former President and
Chief Executive Officer
of Monmouth Real Estate
Investment Corporation
JEFFREY A. CARUS
Founder and Managing
Partner of JAC Partners, LLC
SAMUEL A. LANDY
President and Chief
Executive Officer
ANNA T. CHEW
Executive Vice President,
Chief Financial Officer
and Treasurer
STUART LEVY
Senior Vice President
of Arbor Private
Construction Group
TODD J. CLARK
Dean of Widener
University Delaware
Law School
WILLIAM E. MITCHELL
General Partner and
Co-CIO of Strategy Capital
MATTHEW I. HIRSCH
Attorney-at-Law
Partner, Solow, Hartnett
and Galvan, LLC
ANGELA D. PRUITT-
MARRIOTT
Senior Executive and
Crisis Communication
Specialist of Sitrick and
Company
EUGENE W. LANDY
Founder and Chairman
of the Board
KENNETH K. QUIGLEY, JR.
Attorney-at-Law
President Emeritus
of Curry College
CORPORATE OFFICE
3499 US Hwy 9, Suites C & D
Freehold, NJ 07728
TRANSFER AGENT & REGISTRAR
EQ
PO Box 500
Newark, NJ 07101
COMMON STOCK LISTINGS
NYSE: UMH TASE: UMH
INDEPENDENT AUDITORS
PKF O’Connor Davies, LLP
245 Park Avenue
New York, NY 10167
PRESS CONTACT
amarriott@sitrick.com
IR WEBSITE: www.umh.reit
COMPANY WEBSITE: www.umh.com
EMAIL ADDRESS
ir@umh.com
EUGENE W. LANDY
Founder and Chairman of the Board
SAMUEL A. LANDY
President and Chief Executive Officer
ANNA T. CHEW
Executive Vice President, Chief Financial Officer
and Treasurer
CRAIG KOSTER
Executive Vice President, General Counsel and
Secretary
BRETT TAFT
Executive Vice President and Chief Operating Officer
DANIEL LANDY
Executive Vice President of UMH and President of
UMH OZ Fund, LLC
JEFFREY V. YORICK
Executive Vice President of Engineering
REGINA BEASLEY
Senior Vice President
AYAL DREIFUSS
Senior Vice President of Rental Operations
CHRISTINE LINDSEY
Senior Vice President
T.C. SHEPPARD
Senior Vice President of Sales
ROBERT VAN SCHUYVER
Senior Vice President
JEFFREY WOLFE
Senior Vice President of Field Operations
ABBY KARNOFSKY
Vice President of Marketing
GEORGE KLINE
Vice President of Corporate Security
JEREMY LANDY
Vice President of Community Media Relations
KRISTIN LANGLEY
Vice President and Controller
JAMES O. LYKINS
Vice President of Capital Markets
NELLI MADDEN
Vice President of Investor Relations
AARON POTTER
Vice President of Sustainability and Urban
Development
ALAN PATTERSON
Assistant Vice President of Engineering
KATIE RYTTER
Vice President of Strategic Initiatives
BRITTNEE SPERLING
Assistant Controller
JOSE VILLARREAL
Senior Vice President of Consumer Finance of
UMH American Dream, LLC
KEVIN MILLER
Chief Financial Officer of UMH OZ Fund, LLC
BECKY COLERIDGE
Vice President of Investor Relations and Controller of
UMH OZ Fund, LLC
OFFICERS & EXECUTIVE MANAGEMENT
CORPORATE INFORMATION
UMH PROPERTIES, INC.
Established in 1968
3499 US Hwy 9, Suites C & D | Freehold, NJ 07728
www.umh.reit 732.577.9997 NYSE: UMH TASE: UMH
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