UMH Properties, Inc.
This prospectus supplement relates to the issuance and sale from time to time of up to $44,621,570 of shares of our common stock, $0.10 par value per share, pursuant to an equity distribution agreement dated September 16, 2024, as amended, with 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, relating to the issuance and sale from time to time of shares of our common stock having an aggregate sales price of up to $150,000,000. Of that amount, we have sold shares of our common stock having an aggregate offering price of $105,378,430 as of the date of this prospectus supplement, pursuant to a Registration Statement on Form S-3ASR (Registration No. 333-272051), filed with the Securities and Exchange Commission, or the SEC, on May 18, 2023, and a prospectus supplement, dated September 16, 2024. Accordingly, as of the date of this prospectus supplement, shares of common stock having an aggregate offering price of up to $44,621,570 remain available for offer and sale pursuant to this prospectus supplement and the prospectus dated May 11, 2026 included in a new Registration Statement on Form S-3ASR (Registration No. 333-295772) that we filed with the SEC on May 11, 2026.
Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol "UMH." The last reported sale price of our common stock on the NYSE on May 11, 2026 was $15.57 per share. The shares of common stock offered by this prospectus supplement have been approved for listing on the NYSE.
We are organized and conduct our operations to qualify as a real estate investment trust, or REIT. Our common stock is subject to certain restrictions on ownership and transfer intended, among other purposes, to assist us in qualifying as a REIT. See "Description of Capital Stock – Restrictions on Ownership and Transfer" in the accompanying prospectus for a description of these restrictions.
Sales of shares of our common stock under this prospectus supplement and the accompanying prospectus may be made in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act, including sales made directly on or through the NYSE, sales made to or through a market maker or sales made by any other method permitted by law, including, but not limited to, 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 us.
The Distribution Agents are entitled to compensation at a mutually agreed commission rate of up to 2% of the gross sales proceeds from sales of shares of our common stock sold under the equity distribution agreement. In connection with the sale of shares of our common stock on our behalf, the Distribution Agents may be deemed to be "underwriters" within the meaning of the Securities Act and the compensation of the Distribution Agents may be deemed to be underwriting commissions or discounts.
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