NYSE: UMH UMH PROPERTIES, INC. 8-K

UMH Properties amends ATM programs, expands broker network for $250M equity shelf

Filed May 12, 2026 · Period ending May 12, 2026 · ~1 min read

Key Changes

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Amended common stock ATM program maintains up to $150M capacity with ~$44.6M remaining; removed Janney Montgomery Scott, kept five other broker-dealers to sell shares as market conditions allow.

Item 1.01 view on EDGAR →
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Expanded Series D Preferred Stock ATM program from one to three sales agents (added Cantor Fitzgerald and Maxim Group), maintaining up to $100M capacity with ~$97.5M available for sale.

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Proceeds from both programs will fund working capital, manufactured home purchases, community expansion, potential acquisitions, and possible short-term debt repayment.

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Filed new shelf registration statement (Form S-3, File No. 333-295772) effective May 11, 2026, providing legal framework for ongoing equity sales.

Item 1.01 view on EDGAR →

Summary

UMH Properties updated its at-the-market equity offering programs on May 12, 2026, making operational changes to its broker networks while maintaining total capacity of $250 million across common and preferred stock.

The company removed one broker from its common stock program while expanding its preferred stock program from one to three sales agents, suggesting a strategic shift in how it plans to access capital markets. For retail holders, this is primarily administrative housekeeping that preserves UMH's ability to raise capital opportunistically.

With approximately $142 million still available across both programs, the company has significant dry powder for growth initiatives or debt management. The dilution risk remains unchanged from prior disclosures, as the total authorized amounts haven't increased. Watch for actual equity sales under these programs in future quarterly filings. If UMH begins tapping these facilities heavily, it could signal either attractive growth opportunities or potential liquidity needs. The company's use of proceeds—particularly any shift toward debt repayment versus growth investments—will indicate management's view of current market conditions and balance sheet priorities.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~1,600 words

UMH amended two ATM equity programs to update distribution agents, maintaining up to $150M common stock and up to $100M preferred stock offering capacity.

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Added Series D Preferred Stock ATM program amendment medium

Added in current filing · verify on EDGAR →

Additionally, on May 12, 2026, the Company entered into an Amended and Restated At Market Issuance Sales Agreement (the “A&R Sales Agreement”) with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and Maxim Group LLC, as sales agents (the “Sales Agents”), amending and restating that certain At Market Issuance Sales Agreement, dated March 5, 2025 (the “Prior Sales Agreement”), by and between the Company and B. Riley Securities, Inc., as sales agent. Under the A&R Sales Agreement, the Company may offer and sell shares of the Company’s 6.375% Series D Cumulative Redeemable Preferred Stock, par value $0.10 per share (the “Series D Preferred Stock”), having an aggregate sales price of up to $100,000,000 (inclusive of shares of Series D Preferred Stock previously sold under the Prior Sales Agreement) from time to time through the Sales Agents, as agents or principals.

UMH amended and restated its ATM program for Series D Preferred Stock, expanding from one sales agent to three by adding Cantor Fitzgerald and Maxim Group alongside B. Riley Securities. The program maintains $100 million total capacity with approximately $97.5 million remaining available. Sales agents will receive commissions up to 2% of gross proceeds, and funds will be used for similar corporate purposes as the common stock program.

Show 1 minor / wording change

Added New S-3 registration statement low

Added in current filing · verify on EDGAR →

The shares of Common Stock sold after May 12, 2026 under the Amended Distribution Agreement are being offered and sold pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-295772), filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2026 (the “Registration Statement”), which Registration Statement became effective upon filing

UMH filed a new shelf registration statement (Form S-3) that became effective May 11, 2026, providing the legal framework for both the common stock and preferred stock ATM offerings. This registration statement enables the company to sell securities from its shelf over time as market conditions warrant.

Event · Item 9.01 — Financial Statements and Exhibits

~200 words

UMH Properties amended equity distribution agreements for Common and Series D Preferred Stock sales with multiple broker-dealers.

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Added Equity Distribution Agreement Amendment medium

Added in current filing · verify on EDGAR →

Amendment No. 1 to the Equity Distribution Agreement, dated May 12, 2026, by and among UMH Properties, Inc., BMO Capital Markets Corp., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, B. Riley Securities, Inc. and Compass Point Research & Trading, LLC, as distribution agents.

UMH Properties executed an amendment to its existing equity distribution agreement with five broker-dealers (BMO Capital Markets, J.P. Morgan Securities, Wells Fargo Securities, B. Riley Securities, and Compass Point Research & Trading). This amendment modifies the terms under which these firms can sell UMH's securities on an at-the-market basis, though the specific changes are not detailed in this 8-K filing.

Added At Market Issuance Sales Agreement medium

Added in current filing · verify on EDGAR →

Amended and Restated At Market Issuance Sales Agreement, dated May 12, 2026, by and among UMH Properties, Inc., B. Riley Securities, Inc., Cantor Fitzgerald & Co. and Maxim Group LLC, as sales agents.

UMH Properties amended and restated its at-the-market issuance sales agreement with three broker-dealers (B. Riley Securities, Cantor Fitzgerald, and Maxim Group). This agreement governs how these firms can sell UMH's securities in the open market, potentially providing the company with additional capital-raising flexibility.

Show 1 minor / wording change

Added Legal opinions on stock issuance low

Added in current filing · verify on EDGAR →

Opinion of Womble Bond Dickinson (US) LLP regarding the legality of the Common Stock. 5.2 Opinion of Womble Bond Dickinson (US) LLP regarding the legality of the Series D Preferred Stock.

Legal counsel Womble Bond Dickinson provided opinions confirming the legality of both Common Stock and Series D Preferred Stock issuances. These opinions are standard requirements for securities offerings and confirm that the shares, when issued, will be validly issued, fully paid, and non-assessable.