[Form 4] UMH Properties, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Mitchell William Edward, a director of UMH Properties, Inc. (UMH), reported transactions on 08/15/2025. The filing discloses a sale of 39,000 common shares at $15.97. The explanatory note states the shares were sold because Mitchell Partners, for which Mitchell Portfolio Management is the fund manager, needed to liquidate holdings to return capital to limited partners. The report also lists existing derivative holdings exercisable into common stock: 11,000 options at $15.80 (exercisable 01/10/2025, exp. 01/10/2034), 10,000 options at $14.36 (exercisable 03/21/2024, exp. 03/21/2033), and 12,000 options at $16.86 (exercisable 06/16/2026, exp. 06/16/2035). The filing is signed by Nelli Madden on 08/18/2025.

Positive

• Transparent disclosure of insider sale and rationale (fund liquidation) in accordance with Section 16
• Detailed reporting of existing option positions with strike prices and exercisability/expiration dates

Negative

• Significant insider sale of 39,000 shares at $15.97, which increases share supply and may be viewed negatively by some investors
• Sale conducted by affiliated fund (Mitchell Partners) to return capital to limited partners, reducing institutional holdings managed by Mitchell Portfolio Management

Insights

Securities Analyst

TL;DR: Director sold 39,000 shares at $15.97 to fund partner redemptions; retains option positions totaling 33,000 shares.

The transaction is a director-level sale executed through an entity-managed fund rather than a personal liquidity event, per the filing. The sale price of $15.97 and the stated reason—returning capital to limited partners—indicate the disposition was driven by fund mechanics. The filing also documents material option holdings convertible to common stock: 11,000 at $15.80, 10,000 at $14.36 and 12,000 at $16.86, which together represent potential future dilution if exercised. This disclosure is routine but important for understanding insider liquidity and potential future supply of shares from option exercises.

Corporate Governance Expert

TL;DR: Transaction was disclosed properly; sale attributed to fund liquidation rather than undisclosed corporate developments.

The Form 4 provides clear attribution of the sale to Mitchell Partners' need to return capital to limited partners, which helps distinguish routine fund activity from director-driven signaling. The report also shows direct ownership and several option grants with multi-year expirations, indicating ongoing alignment via equity-based compensation or holdings. From a governance perspective the filing meets Section 16 transparency expectations and documents both direct and indirect ownership forms.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mitchell William Edward

(Last) (First) (Middle)

3499 ROUTE 9 NORTH, SUITE 3C

(Street)

FREEHOLD NJ 07728

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UMH PROPERTIES, INC. [ UMH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
UMH Properties, Inc.								25,104.45	D
UMH Properties, Inc.	08/15/2025		S		39,000(1)	D	$15.97	2,368.03	I	Mitchell Portfolio Management

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
UMH Properties, Inc.	$15.8							01/10/2025	01/10/2034	UMH Properties, Inc.	11,000		11,000	D
UMH Properties, Inc.	$14.36							03/21/2024	03/21/2033	UMH Properties, Inc.	10,000		10,000	D
UMH Properties, Inc.	$16.86							06/16/2026	06/16/2035	UMH Properties, Inc.	12,000		12,000	D

Explanation of Responses:

1. These shares are being sold because Mitchell Partners, for which Mitchell Portfolio Management is the fund manager, must liquidate some of its holdings to return capital to its limited partners.

	Nelli Madden	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did UMH director Mitchell William Edward report on 08/15/2025?

The filing reports a sale of 39,000 shares at $15.97 executed on 08/15/2025.

Why were the 39,000 UMH shares sold according to the Form 4?

The explanatory note states the shares were sold because Mitchell Partners must liquidate holdings to return capital to its limited partners.

What derivative securities does Mitchell William Edward hold in UMH per this filing?

The filing lists options for 11,000 shares at $15.80 (exercisable 01/10/2025, exp. 01/10/2034), 10,000 at $14.36 (exercisable 03/21/2024, exp. 03/21/2033), and 12,000 at $16.86 (exercisable 06/16/2026, exp. 06/16/2035).

Who filed and signed the Form 4 for UMH insider activity?

The filing is signed by Nelli Madden on 08/18/2025.

Is the sale described as a personal transaction by the director?

No; the filing explains the sale was by Mitchell Partners, for which Mitchell Portfolio Management is fund manager, to return capital to limited partners.