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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): May 7, 2026
UMH
Properties, Inc.
(Exact
name of registrant as specified in its charter)
| Maryland |
|
001-12690 |
|
22-1890929 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
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, $0.10 par value |
|
UMH |
|
New
York Stock Exchange |
| 6.375%
Series D Cumulative Redeemable Preferred Stock, $0.10 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
May 7, 2026, UMH Properties, Inc. (“UMH” or the “Company”) entered into a Third Amended and Restated Credit Agreement
(the Amendment” or the “Amended Facility”) to amend and extend its existing unsecured revolving credit facility (the
“Facility”). The Facility is syndicated with three banks led by BMO Capital Markets Corp. (“BMO”), JPMorgan Chase
Bank, N.A. and Wells Fargo Bank, N.A. as joint lead arrangers and joint book runners with BMO Bank N.A. as administrative agent.
The
Amendment provides for $260 million in available borrowings with a $340 million accordion feature, bringing the total potential availability
up to $600 million, subject to certain conditions including obtaining commitments from additional lenders. The Amendment also extends
the maturity date of the Facility from November 7, 2026 to May 7, 2030, with a further one-year extension available at the Company’s
option, subject to certain conditions including payment of an extension fee. As of May 8, 2026, the principal amount outstanding under
the Amended Facility is $10 million with $250 million available.
Availability
under the Amended Facility is limited to 60% of the value of a pool of unencumbered communities owned 100% by the Company. The value
of these unencumbered communities increased through the reduction of the capitalization rate from 6.5% to now 6.0% applied to the Net
Operating Income (“NOI”) generated by these unencumbered communities. Interest is based on the Company’s overall leverage
ratio and has been reduced by approximately 35 to 40 basis points, depending on the Company’s overall leverage ratio, and is now
equal to the Secured Overnight Financing Rate (“SOFR”) plus 1.30% to 1.90%, or BMO’s prime lending rate plus 0.30%
to 0.90%.
In
addition, the Company will pay a commitment fee on the average daily unadvanced portion of the total amount committed under the Facility
at a rate of 0.15% per annum, if the average daily unused commitments under the Facility are less than 50% of the commitments then in
effect, or 0.25% per annum, if the average daily unused commitments under the Facility are greater than or equal to 50% of the commitments
then in effect, which fee will be payable quarterly based on outstanding borrowings during the applicable quarter.
The
Amended Facility contains representations and financial and other affirmative and negative covenants usual and customary for this type
of agreement. During the term of the Facility, the Company must satisfy certain covenants including information reporting requirements,
maintenance of REIT status, maximum total indebtedness to total asset value ratio, minimum EBITDA to fixed charges ratio, maximum unsecured
leverage ratio, minimum unsecured interest coverage ratio, maximum secured leverage ratio, minimum unencumbered asset value, maintenance
of net worth and minimum occupancy rate.
The
Amended Facility includes usual and customary events of default and remedies for facilities of this nature (with customary notice, grace
and cure periods, as applicable), including, without limitation, nonpayment, breach of covenants, material inaccuracy of representations
and warranties, cross-default to other major indebtedness, change of control and bankruptcy, and provides that if an event of default
is continuing, payment of the principal amount of all borrowings and all other outstanding amounts payable under the Facility may be
accelerated and/or the lenders’ commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy-related
events of default, all borrowings and all other outstanding amounts under the Facility will automatically become immediately due and
payable and the lenders’ commitments will automatically terminate.
The
description of the Amended Facility is qualified by reference to the complete Credit Agreement, dated May 7, 2026, that is attached hereto
as Exhibit 10.1, which is incorporated herein by reference. A copy of the press release announcing the above transaction is attached
as Exhibit 99 hereto and incorporated herein by reference.
| 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 under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item
7.01 |
Regulation
FD Disclosure. |
On
May 7, 2026, the Company issued a press release announcing that it amended and extended its existing unsecured revolving credit facility.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| |
10.1 |
Third Amended and Restated Credit Agreement |
| |
99 |
Press Release dated May 7, 2026 |
| |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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:
May 11, 2026 |
By: |
/s/
Anna T. Chew |
| |
Name: |
Anna
T. Chew
|
| |
|
Executive
Vice President and Chief Financial Officer |
Exhibit
99
UMH
PROPERTIES, INC.
Juniper
Business Plaza
3499
Route 9 North, Suite 3-C Freehold, NJ 07728
(732)
577-9997
Fax:
(732) 577-9980
| FOR
IMMEDIATE RELEASE |
May
7, 2026 |
| |
Contact:
Nelli Madden |
| |
732-577-9997 |
UMH
PROPERTIES, INC. AMENDS AND EXTENDS ITS EXISTING UNSECURED REVOLVING CREDIT AGREEMENT
FREEHOLD,
NJ, May 7, 2026.......... UMH Properties, Inc. (NYSE: UMH) (TASE: UMH), a real estate investment trust (REIT) specializing in the
ownership and operation of manufactured home communities, today announced that it has entered into a Third Amended and Restated Credit
Agreement to amend and extend its existing unsecured revolving credit facility (the “Facility”). The Facility is syndicated
with three banks – BMO Capital Markets Corp. (“BMO”), JPMorgan Chase Bank, N.A. (“JPMorgan”) and Wells
Fargo Bank, N.A. (“Wells Fargo”) as joint lead arrangers and joint book runners, with BMO Bank, N.A. as administrative agent.
The
amendment provides for $260 million in available borrowings with a $340 million accordion feature, bringing the total potential availability
up to $600 million, subject to certain conditions including obtaining commitments from additional lenders. The Third Amended and Restated
Credit Agreement also extends the maturity date of the Facility from November 7, 2026 to May 7, 2030, with a further one-year extension
available at the Company’s option, subject to certain conditions including payment of an extension fee. Availability under the
amended Facility is limited to 60% of the value of a pool of unencumbered communities owned 100% by the Company. The value of these unencumbered
communities increased through the reduction of the capitalization rate from 6.5% to now 6.0% applied to the Net Operating Income (“NOI”)
generated by these unencumbered communities. Interest is based on the Company’s overall leverage ratio and has been reduced by
approximately 35 to 40 basis points, depending on the Company’s overall leverage ratio, and is now equal to the Secured Overnight
Financing Rate (“SOFR”) plus 1.30% to 1.90%, or BMO’s prime lending rate plus 0.30% to 0.90%.
Samuel
A. Landy, President and Chief Executive Officer commented, “The expansion and extension of our Facility will further enhance our
liquidity and strengthen the financial flexibility and balance sheet of our Company as we continue to execute our growth strategy. We
are pleased to continue our long-term relationship with BMO, JPMorgan and Wells Fargo. We look forward to continued success with our
partners.”
UMH
Properties, Inc., which was organized in 1968, is a public equity REIT that owns and operates 145 manufactured home communities, containing
approximately 27,100 developed homesites, of which 11,200 contain rental homes, and over 1,000 self-storage units. These communities
are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina, Florida and
Georgia. Included in the 145 communities are two communities in Florida, containing 363 sites, and one community in Pennsylvania, containing
113 sites, that UMH has an ownership interest in and operates through its joint ventures with Nuveen Real Estate.
Certain
statements included in this press release which are not historical facts may be deemed forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements are based on the Company’s current
expectations and involve various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking
statements are based on reasonable assumptions, the Company can provide no assurance those expectations will be achieved. The risks and
uncertainties that could cause actual results or events to differ materially from expectations are contained in the Company’s annual
report on Form 10-K and described from time to time in the Company’s other filings with the SEC. The Company undertakes no obligation
to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.
#
# # #
A
NYSE Company: Symbol - UMH

since
1968