UMH Properties Inc美股招股说明书(2025-03-05版)

We have entered into a sales agreement dated March5, 2025 (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Distribution Agent”),relating to the issuance and sale from time to time of up to $100,000,000 in aggregate sales price of our 6.375% SeriesD Cumulative RedeemablePreferred Stock, par value $0.10 per share, which we refer to as SeriesD Preferred Stock. The shares of SeriesD Preferred Stock offered by thisprospectus supplement are a further issuance of, will form a single series with, will have the same terms as and will vote on any matters on whichholders of SeriesD Preferred Stock are entitled to vote together with, the outstanding shares of our SeriesD Preferred Stock. Upon entry into the SalesAgreement, we terminated our prior “at the market” offering of our SeriesD Preferred Stock. As of the date of this prospectus supplement, there are12,872,153 outstanding shares of our SeriesD Preferred Stock. Holders of SeriesD Preferred Stock are entitled to cumulative dividends in the amount of $1.59375 per share each year, which is equivalent tothe rate of 6.375% of the $25.00 liquidation preference per share. Dividends on our SeriesD Preferred Stock are payable quarterly in arrears on the15th day of each of March, June, September and December of each year (or, if not a business day, the next succeeding business day) to holders ofrecord on the applicable record date. The SeriesD Preferred Stock have no maturity, are not subject to any mandatory redemption, and will remainoutstanding indefinitely unless redeemed or otherwise repurchased. The SeriesD Preferred Stock is redeemable in whole, or in part, at our option, at acash redemption price of $25.00 per share, plus all accrued and unpaid dividends (whether or not declared) to, but not including, the date ofredemption.In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined herein), we may, subject to certain conditions, at our option, redeem the SeriesD Preferred Stock, in whole but not in part, within 90 days after the first date on which such Delisting Event occurred orwithin 120 days after the first date on which such Change of Control occurred, as applicable, by paying the liquidation preference of $25.00 per share,plus any accrued and unpaid dividends to, but not including, the date of redemption (unless the redemption date is after a record date for a SeriesDPreferred Stock declared dividend payment and prior to the corresponding SeriesD Preferred Stock dividend payment date, in which case no additionalamount for such accrued and unpaid dividend to be paid on such dividend payment date will be included in the redemption price). If we exercise any ofour redemption rights relating to the SeriesD Preferred Stock, the holders of SeriesD Preferred Stock so redeemed will not have the conversion rightdescribed below. Upon the occurrence of a Delisting Event or a Change of Control, as applicable, each holder of SeriesD Preferred Stock will have the right(unless, prior to the Delisting Event Conversion Date or Change of Control Conversion Date (each as defined herein), as applicable, we provide noticeof our election to redeem the Series D Preferred Stock) to convert all or part of the SeriesD Preferred Stock held by such holder on the Delisting EventConversion Date or Change of Control Conversion Date, as applicable, into a number of shares of our common stock, par value $0.10 per share (the“common stock”), per share of SeriesD Preferred Stock to be converted equal to the lesser of: (a) the quotient obtained by dividing (i) the sum of the$25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Delisting Event Conversion Date orChange of Control Conversion Date, as applicable (unless the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable,is after a record date for a SeriesD Preferred Stock declared dividend payment and prior to the corresponding SeriesD Preferred Stock dividendpayment date, in which case no additional amount for such accrued and unpaid dividend to be paid on such dividend payment date will be included inthis sum) by (ii) the Common Share Price (as defined herein) and (b) 3.4843, which we refer to as the Series D Share Cap, subject to certainadjustments and subject, in each case, to provisions for the receipt of alternative consideration as described in this prospectus supplement.Holders of the SeriesD Preferred Stock generally have no voting rights, except if we fail to pay dividends for six or more quarterly periods, whether or not consecutive, or with respect to certain specified events. Our SeriesD Preferred Stock is not subject to any sinking fund. Our SeriesDPreferred Stock ranks senior to our common stock, with respect to dividend rights and rights upon liquidation, dissolution or winding up.Our SeriesD Preferred Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “UMH PRD”. The