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

Rhea-AI Filing Summary

Q2 2025 snapshot: Baker Hughes (BKR) reported revenue of $6.91 bn, down 3.2% YoY as lower Oilfield Services & Equipment (OFSE) activity offset 5% growth in Industrial & Energy Technology (IET). Aggressive cost control lifted profitability: net income climbed 21% to $701 m and diluted EPS rose 22% to $0.71. Segment EBITDA margin expanded 80 bp to 18.3%.

Cash & balance sheet: Operating cash flow improved 7.7% to $1.22 bn and, after $0.60 bn capex, produced roughly $0.62 bn free cash flow. Cash ended at $3.09 bn versus $6.03 bn gross debt; the $3 bn revolver remains undrawn. Shareholder returns totalled $652 m in Q2 and $840 m year-to-date via dividends ($456 m) and buybacks ($384 m, 9.8 m shares).

Strategic moves: A $540 m agreement to acquire Continental Disc will deepen pressure-management offerings (close expected Q3). Two businesses were classified as held-for-sale: Precision Sensors & Instrumentation ($1.15 bn cash sale) and Surface Pressure Control (JV, $345 m cash plus 35% stake). Remaining performance-obligation backlog stands at $34 bn, providing multi-year visibility.

Outlook & policy: Management anticipates subdued 2025 upstream spending but solid LNG demand. The newly enacted OBBBA keeps the U.S. statutory tax rate at 21% and eases interest-expense limits; full earnings impact is under review.

Positive

• EPS up 22% YoY to $0.71; net income +21%
• Segment EBITDA margin expanded 80 bp to 18.3%
• Operating cash flow rose to $1.22 bn; free cash flow positive
• $34 bn backlog provides multi-year revenue visibility
• Portfolio actions: $540 m CDC acquisition plus planned $1.5 bn divestitures to enhance focus and liquidity

Negative

• Total revenue fell 3.2% YoY, driven by a 10% decline in OFSE
• Working capital increase: inventories +$151 m, contract assets +$101 m since YE 2024
• Management expects lower global upstream spending in 2025
• Revenue concentration risk persists with 60% of backlog realizable within two years

Insights

Equity Research Analyst

TL;DR: Margin expansion, cash generation and portfolio reshaping outweigh modest revenue decline; overall read-through is mildly bullish.

EPS beat the prior year by 22% despite a 3% top-line contraction, demonstrating effective cost discipline and mix uplift. Operating cash flow conversion of 126% of net income underpins the 3.0% dividend yield and ongoing buybacks. Planned PSI divestiture and SPC JV could inject ~$1.5 bn cash, trimming net leverage below 0.4× EBITDA while sharpening focus on higher-return niches. Acquisition of Continental Disc looks accretive given its safety-critical profile and industrial end-market exposure. Revenue softness in OFSE, especially North America and Europe/CIS, bears monitoring, but a $34 bn backlog and LNG order pipeline mitigate near-term top-line risk. Overall, valuation support comes from rising margins and optionality from asset rotation.

Energy Industry Risk Analyst

TL;DR: Revenue mix shift increases execution risk amid volatile upstream markets, yet strong liquidity cushions near-term shocks.

OFSE sales dropped 10% YoY, reflecting tapering drilling activity and price pressure; management guides to further 2025 spending softness. Inventories (+$151 m) and contract assets (+$101 m) indicate working-capital build that could reverse if order timing slips. Goodwill declined $277 m, mainly FX related, but highlights sensitivity to currency moves and potential impairment risk should macro worsen. That said, a net cash position of ~$3 bn, no covenant issues and undrawn revolver limit refinancing or liquidity stress. Credit metrics remain investment-grade, with interest coverage >12×. Asset-light JV structure for SPC lowers capital intensity but retains 35% exposure—monitor integration and governance. Overall risk profile is stable, supported by balance-sheet strength.

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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

FAQ

What were Baker Hughes' Q2 2025 earnings per share (EPS)?

Diluted EPS was $0.71, up from $0.58 in Q2 2024.

How did Q2 2025 revenue compare year over year for BKR?

Revenue was $6.91 bn, a 3.2% decrease versus $7.14 bn in Q2 2024.

What is the size of Baker Hughes' remaining performance-obligation backlog?

The backlog stands at $34 bn as of 30 June 2025.

Which major portfolio actions were announced in Q2 2025?

BKR agreed to acquire Continental Disc for $540 m and plans to divest the PSI business ($1.15 bn) and form a Surface Pressure Control JV ($345 m cash).

How much cash was returned to BKR shareholders in H1 2025?

The company paid $456 m in dividends and repurchased $384 m of stock, totalling $840 m.

What is Baker Hughes' current liquidity position?

$3.09 bn cash on hand, $6.03 bn total debt and a fully available $3 bn revolving credit facility.