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Sun Communities (NYSE: SUI) hands new CFO multimillion stock and severance deal

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sun Communities, Inc. (SUI) appointed Robert A. (“Bob”) Garechana as Chief Financial Officer, Executive Vice President, and Treasurer, effective September 8, 2026, succeeding Fernando Castro-Caratini, who will move to an advisory role through October 31, 2026.

Garechana’s five-year employment agreement renews automatically for one-year terms and provides an annual base salary of $625,000, with a target cash bonus equal to 150% of base salary. On his start date he will receive restricted stock with a target value of $2,500,000, of which 30% is time-vesting over three years and 70% vests based on three-year performance criteria aligned with other executive grants. If terminated without cause, for good reason, upon death or disability, or in a qualifying change in control context, he may receive severance of up to 2x salary plus target bonus, equity vesting benefits, and Company-paid healthcare premiums for up to 24 months, subject to release and non-competition obligations.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Annual base salary $625,000 Annual base salary for Robert A. Garechana under the employment agreement
Target annual bonus 150% of base salary Target cash bonus opportunity for each year of employment
Restricted stock grant value $2,500,000 Target grant date value of restricted shares on the Start Date
Time-vesting portion of grant 30% Portion of restricted stock vesting annually over three years
Performance-vesting portion of grant 70% Portion of restricted stock vesting after three years based on performance
Standard severance multiple 1.5 times salary and target bonus Severance if terminated without cause or for good reason (non-change in control)
Change in control severance multiple 2 times salary and target bonus Payment if qualifying termination occurs around a change in control
Developed properties 455 properties Owned, operated, or interests in properties as of June 30, 2026
change in control financial
"If there is a change in control (as defined in the Garechana Agreement) of the Company"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
good reason financial
"terminated by the Company without cause or resigns for good reason (each as defined"
Executive Compensation Recovery (Clawback) Policy financial
"Incentive compensation paid or payable to Mr. Garechana may be subject to the Company’s Executive Compensation Recovery (Clawback) Policy"
A policy that lets a company reclaim pay, bonuses or stock awards previously given to senior executives if those payments were based on false results, misconduct, or errors that later come to light. Investors care because it helps align managers’ incentives with long-term company health and protects shareholder value — like a security deposit that can be returned if someone breaks the rules — reducing the risk of rewarding bad behavior.
performance-vesting equity awards financial
"the acceleration, forfeiture, or vesting of all his performance-vesting equity awards granted by the Company"
non-competition financial
"subject to his execution of a release and compliance with his non-competition and confidentiality obligations"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
manufactured housing technical
"a real estate investment trust that owns and operates manufactured housing and recreational vehicle communities"
Manufactured housing are homes built in a factory and transported to their site, including single-section and multi-section units that meet national safety and construction standards. For investors, these homes matter because they often cost less than site-built houses and can generate steady rental or resale income, so they behave like a blend of real estate and durable goods — sensitive to interest rates, land availability and local housing demand.

FAQ

What executive leadership change did SUI announce on August 24–25, 2026?

Sun Communities, Inc. announced that Robert A. (“Bob”) Garechana will become Executive Vice President and Chief Financial Officer effective September 8, 2026, succeeding Fernando Castro-Caratini, who will transition to an advisory role through October 31, 2026.

What are Robert Garechana’s key compensation terms at SUI?

Robert Garechana will receive an annual base salary of $625,000 and is eligible for an annual cash bonus targeting 150% of base salary. On his start date he will also receive $2,500,000 in restricted stock, 30% time-vesting and 70% performance-vesting over three years.

What severance protections does SUI provide to its new CFO?

If Robert Garechana is terminated without cause or resigns for good reason, he is entitled to 1.5x his then-current base salary plus target bonus, full vesting of time-vesting equity, treatment of performance awards under award terms, and up to 18 months of Company-paid healthcare premiums.

How does a change in control affect Robert Garechana’s benefits at SUI?

If a qualifying termination occurs within 60 days before or 24 months after a change in control, Robert Garechana receives a payment equal to 2x his then-current base salary plus target bonus, full vesting of time-based equity, performance awards vested at target or actual (whichever is greater), and up to 24 months of healthcare premiums.

What non-compete restrictions apply to SUI’s new CFO?

Under the employment agreement, Robert Garechana is generally restricted for up to 18 months after employment from engaging in the same business as Sun Communities in the U.S. and certain other countries, reduced to 12 months if his employment ends due to the Company’s non-renewal of the agreement.

What is the size of Sun Communities’ portfolio mentioned in the filing?

As of June 30, 2026, Sun Communities owned, operated, or had an interest in 455 developed properties comprising approximately 156,130 developed sites in the United States and Canada, focused on manufactured housing and recreational vehicle communities.

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false000091259300009125932026-08-242026-08-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934

Date of Report: August 24, 2026
(Date of earliest event reported)
sun-corporate-tm-oval-orange-logo-pantone.jpg
SUN COMMUNITIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland1-1261638-2730780
(State of Incorporation)Commission file number(I.R.S. Employer Identification No.)
27777 Franklin Rd.Suite 300,Southfield,Michigan48034
(Address of Principal Executive Offices)(Zip Code)
(248) 208-2500
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
SUI
New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

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.



Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Robert A. Garechana as Chief Financial Officer

On August 24, 2026, Sun Communities, Inc. (the “Company”) appointed Robert A. Garechana as the Company’s new Chief Financial Officer, Executive Vice President, and Treasurer. Mr. Garechana’s appointment will be effective on September 8, 2026 (the “Start Date”). The Company and Mr. Garechana entered into an employment agreement dated August 24, 2026 (the “Garechana Agreement”) under which Mr. Garechana will serve as the Company’s Chief Financial Officer, Executive Vice President, and Treasurer beginning on the Start Date.

Mr. Garechana, age 47, has served since 2025 as Executive Vice President and Chief Investment Officer of Equity Residential (NYSE: EQR), a multifamily REIT. He previously served as Equity Residential’s Chief Financial Officer and as a member of its executive and investment committees from September 2018 to 2025, and as Treasurer from 2008 to 2018. Mr. Garechana received a B.B.A. from The University of Texas at Austin and was a member of the Nareit CFO Council. In addition, he served on the Board of Directors of Upwardly Global, a non-profit organization where he served on the Operating Committee as Treasurer.

The term of the Garechana Agreement will be for five years beginning on the Start Date and is automatically renewable thereafter for successive one-year terms unless either party timely terminates the agreement. If there is a change of control, the term will end on the later of the original expiration date of the term and the second anniversary of the change of control. Mr. Garechana’s annual base salary is $625,000. In addition to his base salary, Mr. Garechana is eligible to receive an annual cash bonus at a target amount of 150% of his base salary and the earned amount for each year will be determined by the Compensation Committee of the Company’s Board of Directors, based on individual goals and objectives for Mr. Garechana, the Company’s performance or other relevant criteria. Incentive compensation paid or payable to Mr. Garechana may be subject to the Company’s Executive Compensation Recovery (Clawback) Policy in accordance with its terms.

On the Start Date Mr. Garechana will receive a grant of restricted shares of the Company’s common stock with a target grant date value of $2,500,000, 30% of which will be subject to time vesting and vest annually over three years, and 70% of which will be subject to performance vesting after three years based on the same performance criteria applicable to annual restricted stock grants to the Company’s other executive officers earlier in 2026.

If Mr. Garechana is terminated by the Company without cause or resigns for good reason (each as defined in the Garechana Agreement) or if he dies or becomes disabled, (i) he will receive severance payments equal to 1.5 times the sum of his then-current base salary and then-current target bonus amount (or, in the case of death or disability, 1.5 times his then-current base salary, less the value of certain previously paid disability benefits); (ii) all his time-vesting equity awards granted by the Company will become fully vested; (iii) the acceleration, forfeiture, or vesting of all his performance-vesting equity awards granted by the Company will be governed by the terms of the applicable award agreement; and (iv) the Company may be obligated to pay his healthcare premiums for up to 18 months. If the Company elects not to renew any term of the Garechana Agreement, (a) he will receive a pro-rated annual bonus for the year of termination; (b) he will receive severance payments equal to one times the sum of his then-current base salary and then-current target bonus amount; (c) all his time-vesting equity awards granted by the Company will become fully vested; and (d) the acceleration, forfeiture, or vesting of all his performance-vesting equity awards granted by the Company will be governed by the terms of the applicable award agreement. Mr. Garechana’s receipt of the payments and benefits described in this paragraph is subject to his execution of a release and compliance with his non-competition and confidentiality obligations.

If there is a change in control (as defined in the Garechana Agreement) of the Company and within 60 days before or 24 months after the date of the change in control either the Company or its successor terminate the Garechana Agreement without cause or Mr. Garechana terminates his employment for good reason, (i) he will receive a change in control payment equal to two times the sum of his then-current base salary and then-current target bonus amount; (ii) all his time-vesting equity awards granted by the Company will become fully vested; (iii) the performance-based vesting conditions applicable to his performance-vesting equity awards granted by the Company shall be deemed met at the greater of the target or actual level of performance and vest in accordance with such deemed level of performance; and (iv) the Company may be obligated to pay his healthcare premiums for up to 24 months.




The non-competition provisions of the Garechana Agreement generally preclude Mr. Garechana, for a period of up to 18 months following his employment, from engaging, directly or indirectly, in the same business as the Company anywhere in the U.S. or in other countries in which the Company recently has actively conducted business; provided that such period is 12 months in the event of termination due to non-renewal of the Garechana Agreement by the Company.

Mr. Garechana does not have any family relationships with any of the Company’s directors or executive officers and is not a party to any transactions listed in Item 404(a) of Regulation S-K. Further, no arrangement or understanding exists between Mr. Garechana or any other person pursuant to which Mr. Garechana was selected as Chief Financial Officer, Executive Vice President, and Treasurer.

Transition of Fernando Castro-Caratini to Advisory Role

Upon Mr. Garechana’s appointment as the Company’s Chief Financial Officer, Executive Vice President, and Treasurer on the Start Date, he will succeed Fernando Castro-Caratini in each of those offices. Mr. Castro-Caratini will transition to an advisory role with the Company through October 31, 2026. The Company will pay Mr. Castro-Caratini certain severance payments and benefits in accordance with the terms of his employment agreement.

***

The foregoing description of the Garechana Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1, and the terms of which are incorporated by reference herein.

Item 7.01Regulation FD Disclosure

On August 25, 2026, the Company issued a press release regarding Mr. Garechana’s appointment and succession of Mr. Castro-Caratini, a copy of which is attached hereto as Exhibit 99.1 to this Current Report and is incorporated herein by reference solely for purposes of this Item 7.01 disclosure.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report, including Exhibit 99.1 attached hereto, contains various "forward-looking statements" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company intends that such forward-looking statements will be subject to the safe harbors created thereby. For this purpose, any statements contained in or incorporated by reference into this document that relate to expectations, beliefs, projections, future plans and strategies, trends or prospective events or developments and similar expressions concerning matters that are not historical facts are deemed to be forward-looking statements. Words such as “forecasts,” “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “predicts,” “potential,” “seeks,” “anticipates,” “should,” “could,” “may,” “will,” “designed to,” “foreseeable future,” “believe,” “scheduled,” "guidance", "target," and similar expressions are intended to identify forward-looking statements, although not all forward looking statements contain these words. These forward-looking statements reflect the Company’s current views with respect to future events and financial performance, but involve known and unknown risks, uncertainties and other factors, both general and specific to the matters discussed in or incorporated herein, some of which are beyond the Company’s control. These risks, uncertainties and other factors may cause the Company’s actual results to be materially different from any future results expressed or implied by such forward-looking statements. Details of potential risks that may affect the Company are described in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission, including in the “Risk Factors” section of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements included or incorporated by reference into this document, whether as a result of new information, future events, changes in the Company's expectations or otherwise, except as required by law.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. All written and oral forward-looking statements attributable to the Company or persons acting on the Company's behalf are qualified in their entirety by these cautionary statements.




Item 9.01
Financial Statements and Exhibits

(d)        Exhibits.

Exhibit No.
Description
Method of Filing
10.1*
Employment Agreement dated August 24, 2026, among Sun Communities, Inc., Sun Communities Operating Limited Partnership and Robert A. Garechana
Filed herewith
99.1
Press Release issued by Sun Communities, Inc. dated August 25, 2026
Filed herewith
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Filed herewith

* Management contract or compensatory plan or arrangement.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
SUN COMMUNITIES, INC.
Dated: August 25, 2026
By:
/s/ Ileana McAlary
Ileana McAlary, General Counsel, Executive Vice President, and Secretary


Robert A. Garechana Appointed Chief Financial Officer August 25, 2026 Southfield, MI, Aug. 25, 2026 (GLOBE NEWSWIRE) -- Sun Communities, Inc. (NYSE: SUI) (the “Company”), a real estate investment trust (“REIT”) that owns and operates, or has an interest in, manufactured housing (“MH”) and recreational vehicle (“RV”) communities (collectively, the “properties”), today announced that Robert A. (“Bob”) Garechana will join the Company as Executive Vice President and Chief Financial Officer (“CFO”), effective September 8, 2026, succeeding Fernando Castro-Caratini, who will transition to an advisory role with the company. Mr. Garechana brings over two decades of REIT finance experience to Sun, joining from multifamily REIT Equity Residential (NYSE: EQR), where he served as Executive Vice President and Chief Investment Officer since 2025. He was Equity Residential’s Chief Financial Officer and a member of the Company’s Executive and Investment committees from September 2018 to 2025. Prior to that, he served as EQR’s Treasurer from 2008 to 2018, holding roles of increasing responsibility across the finance organization since joining EQR in 2004. “We are pleased to welcome Bob to Sun Communities’ leadership team,” said Charles Young, Chief Executive Officer. “He brings deep finance and capital markets experience that will help advance our strategic priorities including disciplined capital allocation, operational optimization, and ongoing financial system improvement and investment. We are confident that Bob’s proven leadership with over two decades of REIT experience will help drive long-term growth as we continue to strengthen our platform.” Mr. Garechana added: “Sun has a differentiated manufactured housing and RV platform, and I am excited to help lead its next chapter of growth. I look forward to partnering with Charles and the team to advance the Company’s strategic and financial goals and deliver value for our team members, shareholders, residents, and guests.” “It has been a privilege to serve as Chief Financial Officer of Sun Communities and work alongside such a talented and exceptional team,” said Mr. Castro-Caratini. “I am proud of what we have accomplished together and look forward to supporting Bob and the team to help ensure a smooth transition.” Mr. Garechana received a B.B.A. from The University of Texas at Austin and was a member of the Nareit CFO Council. In addition, he served on the Board of Directors of Upwardly Global, a non-profit organization where he served on the Operating Committee as Treasurer. About Sun Communities, Inc. Sun Communities, Inc. is a REIT that, as of June 30, 2026, owned, operated, or had an interest in a portfolio of 455 developed properties comprising approximately 156,130 developed sites in the United States and Canada. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This press release contains various “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company intends that such forward-looking statements will be subject to the safe harbors created thereby. For this purpose, any statements contained in this press release that relate to expectations, beliefs, projections, future plans and strategies, trends or prospective events or developments and similar expressions concerning matters that are not historical facts are deemed to be forward-looking statements. Words such as “forecasts,” “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “predicts,” “potential,” “seeks,” “anticipates,” “should,” “could,” “may,” “will,” “designed to,” “foreseeable future,” “believe,” “scheduled,” “guidance,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements reflect the Company’s current views with respect to financial results and performance and future events, but involve known and unknown risks, uncertainties and other factors, both general and specific to the matters discussed in or incorporated herein, some of which are beyond the Company’s control. These risks, uncertainties and other factors may cause the Company’s actual results to be materially different from any future results expressed or implied by such forward-looking statements. Details of potential risks that may affect the Company are described in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission, including in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in its Quarterly Report on Form 10-Q for the six months ended June 30, 2026. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements included or incorporated by reference into this document, whether as a result of new information, future events, changes in the Company’s expectations or otherwise, except as required by law. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. All written and oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are qualified in their entirety by these cautionary statements. For Further Information: Sun Communities Investor Relations Team investorrelations@suncommunities.com (248) 208-2500 www.suninc.com


 


 

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