[8-K] UMH Properties, Inc. Reports Material Event

Rhea-AI Filing Summary

The prospectus supplement updates Murano Global Investments PLC’s June 26 2025 F-1 prospectus covering the potential resale of 129,765,157 ordinary shares. The document’s headline development is the formal incorporation of a Bitcoin Treasury Initiative alongside Murano’s existing Mexican hospitality and real-estate operations.

Key actions disclosed:

• Signed an up to US$500 million Standby Equity Purchase Agreement (SEPA) with Yorkville; proceeds are expected to fund Bitcoin (BTC) accumulation and general purposes.
• Already purchased 21 BTC and joined BTC Inc & Michael Saylor’s “Bitcoin for Corporations” as a Chairman’s Circle member.
• Plans to unlock capital by (i) developing condominiums for sale at the Grand Island Cancún project and (ii) exploring sale-leaseback transactions on hotel assets.
• Evaluating acceptance of BTC payments and reward programs within hospitality operations.

The initiative is intended to release long-term capital tied up in real estate, enhance balance-sheet liquidity and provide what management believes is an inflation-resistant, yield-enhancing asset base.

Risk disclosure is extensive: Murano warns that current liabilities exceed current assets, raising going-concern doubts. Bitcoin-specific risks include extreme price volatility, counterparty default, regulatory shifts, cybersecurity threats, accounting uncertainty and illiquidity, any of which could materially impair shareholder value.

Positive

• US$500 million SEPA provides significant optional liquidity to fund operations and Bitcoin purchases.
• Initial acquisition of 21 BTC and Chairman’s Circle membership signal early execution of the Bitcoin Treasury Initiative.
• Strategic flexibility through planned real-estate divestitures and sale-leasebacks could unlock trapped capital and improve balance-sheet liquidity.

Negative

• Going-concern uncertainty: current liabilities exceed current assets, indicating near-term financial stress.
• High Bitcoin-related risk: extreme price volatility, regulatory shifts, counterparty default and cybersecurity threats could materially impair results.
• Potential shareholder dilution inherent in drawing down the equity-based SEPA.
• Loss of asset ownership possible if significant sale-leaseback transactions are executed.

Insights

Financial Analyst

TL;DR Ambitious Bitcoin pivot funded by US$500 m SEPA boosts liquidity options but imports significant volatility and does not address going-concern deficit.

Murano’s ability to draw up to US$500 million via Yorkville materially widens its capital stack, yet equity dilution is probable given the SEPA structure. Management aims to redeploy real-estate value and operating cash flow into BTC, seeking inflation hedging and yield. However, the filing reiterates that current liabilities exceed current assets, so near-term liquidity remains strained. Bitcoin exposure could amplify balance-sheet swings and complicate forecasting, while sale-leasebacks may erode long-term asset ownership. Overall, the strategy is impactful but neutral until execution clarity and BTC market conditions evolve.

Crypto-Asset Specialist

TL;DR Joining Saylor-backed alliance and earmarking US$500 m for BTC positions Murano as an emerging corporate whale, potentially raising profile and valuation.

Few listed hospitality groups explicitly pursue a BTC treasury. The 21-coin starter stack is symbolic, but the SEPA provides firepower to scale holdings rapidly, aligning Murano with MicroStrategy-style narratives. Membership in “Bitcoin for Corporations” enhances industry credibility and could facilitate best-practice custody, accounting and hedging frameworks. Execution risks—counterparty, regulatory, cybersecurity—are acknowledged, yet dedicated disclosure suggests governance awareness. If BTC appreciates, mark-to-market gains could overshadow legacy real-estate margins; conversely, a drawdown magnifies downside. From a crypto-market perspective, the announcement is markedly positive and materially impactful.

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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 (Date of earliest event reported): July 2, 2025

UMH Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-12690		22-1890929
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ		07728
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:          (732) 577-9997

Not Applicable

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐	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 exchange on which registered
Common Stock, $.10 par value		UMH		New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, $.10 par value		UMH PRD		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 7.01 Regulation FD Disclosure.

On July 2, 2025 the Company issued a press release announcing the completion of the acquisition of two manufactured home communities located in Conowingo, Maryland for a total purchase price of $14.6 million.

The information being furnished pursuant to this Item 7.01, including Exhibits 99 to this report, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this report, including Exhibits 99, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically incorporated by reference into any such filing. This report will not be deemed an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

	99	Press Release dated July 2, 2025
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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.

	UMH Properties, Inc.
Date: July 7, 2025	By:	/s/ Anna T. Chew
	Name:	Anna T. Chew Executive Vice President and Chief Financial Officer

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FAQ

Why is Murano Global Investments (MRNO) issuing this prospectus supplement?

To update investors on its new Bitcoin Treasury Initiative and the US$500 m SEPA that will fund share resales and BTC purchases.

How much Bitcoin has Murano purchased so far?

The company has acquired 21 BTC to date as the first step in building its treasury.

What is the size and purpose of the Standby Equity Purchase Agreement?

Murano can sell up to US$500 million in shares to Yorkville, primarily to finance further Bitcoin acquisitions and general corporate needs.

Does Murano plan to divest real-estate assets?

Yes. Management is exploring condominium sales at Grand Island Cancún and sale-leaseback deals to release capital for BTC investment.

What are the main risks of the Bitcoin strategy?

Disclosed risks include price volatility, regulatory changes, counterparty default, cybersecurity breaches and accounting uncertainty, any of which could harm shareholders.

Is Murano facing liquidity issues?

The filing states that total current liabilities exceed current assets, casting doubt on the company’s ability to continue as a going concern.