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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 22, 2025
UMH
Properties, Inc.
(Exact
name of registrant as specified in its charter)
| Maryland |
|
001-12690 |
|
22-1890929 |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| Juniper Business Plaza, Suite
3-C |
|
|
| 3499 Route 9 North |
|
07728 |
| Freehold, New Jersey |
|
(Zip Code) |
| (Address of principal executive offices) |
|
|
Registrant’s
telephone number, including area code: (732) 577-9997
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 each exchange on which registered |
| Common
Stock, par value $.01 per share |
|
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
1.01. Entry Into a Material Definitive Agreement
On
July 22, 2025, UMH Properties, Inc. (the “Company”) sold approximately $80.2 million aggregate principal amount of
its 5.85% Series B Bonds Due 2030 (the “2030 Bonds”) in an offering to investors in Israel. The 2030 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 as of July 18, 2025 (the “Deed of Trust”). The 2030 Bonds are unsecured obligations of the Company denominated
in Israeli shekels (“NIS”) and rank pari passu with all other unsecured obligations of the Company. The net proceeds
of the sale of the 2030 Bonds, after deducting offering discounts, fees and other transaction costs, are estimated to be approximately
$75.2 million, which the Company intends to use for working capital and general corporate purposes.
Principal
of the 2030 Bonds will be payable on June 30, 2030. The Company will pay interest on the 2030 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 2030 Bonds (or if the 2030 Bonds
cease to be rated due to a failure by the Company to comply with certain reporting and other obligations under the Deed of Trust), the
interest rate on the 2030 Bonds will be subject to increase by up to 1.25% per annum. In addition, the interest rate on the 2030 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
Deed of Trust. The maximum aggregate additional interest payable on the 2030 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.
The
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
are substantially similar to those in the Deed of Trust for the Company’s 4.72% Series A Bonds Due 2027, which were issued in February
2022, 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 Deed of Trust, the Company has the right to redeem the 2030 Bonds, in whole or in part, at any time on or after 60 days from July
22, 2025, the date on which the 2030 Bonds were listed for trading on the Tel Aviv Stock Exchange.
The
2030 Bonds and the Deed of Trust are in the Hebrew language and are governed by the laws of the State of Israel.
The
2030 Bonds have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”),
and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from such
registration requirements. The 2030 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).
On
July 22, 2025, the Company published a press release regarding the sale and issuance of the 2030 Bonds. A copy of the Company’s
press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
| 99.1 |
|
Press release dated July 22, 2025. |
| |
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Dated: July 23, 2025 |
UMH PROPERTIES, INC |
| |
|
|
| |
By: |
/s/ Anna T. Chew |
| |
Name: |
Anna T. Chew |
| |
Title: |
Executive Vice President and Chief Financial Officer |
