UMH Properties Inc美股招股说明书(2026-05-12版)

We have entered into an amended and restated sales agreement, dated May12, 2026 (the “Sales Agreement”), with B. Riley Securities, Inc.,CantorFitzgerald & Co. and Maxim Group LLC (each, a “Distribution Agent” and, collectively, the “Distribution Agents”), relating to the issuance and salefrom time to time of up to $100,000,000 in aggregate sales price of our 6.375% SeriesD Cumulative Redeemable Preferred Stock, par value $0.10 per share,which we refer to as SeriesD Preferred Stock. Of that amount, we have sold shares of our SeriesD Preferred Stock having an aggregate offering price of$2,487,539as of the date of this prospectus supplement, pursuant to a Registration Statement on FormS-3ASR (Registration No. 333-272051), filed withthe Securities and Exchange Commission, or the SEC, on May18, 2023, and a prospectus supplement, dated March5, 2025. Accordingly, as of the date ofthis prospectus supplement, shares of SeriesD Preferred Stock having an aggregate offering price of up to $97,512,461 remain available for offer and salepursuant to this prospectus supplement and the prospectus dated May11, 2026 included in a new Registration Statement on FormS-3ASR (Registration No.333-295772) that we filed with the SEC on May11, 2026. The shares of SeriesD Preferred Stock offered by this prospectus supplement are a further issuance of, will form a single series with, will have thesame terms as and will vote on any matters on which holders of SeriesD Preferred Stock are entitled to vote together with, the outstanding shares of ourSeriesD Preferred Stock. As of the date of this prospectus supplement, there are 12,982,064 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 to the rateof 6.375% of the $25.00 liquidation preference per share. Dividends on our SeriesD Preferred Stock are payable quarterly in arrears on the 15th day of eachof March, June, September and December of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicablerecord date. The SeriesD Preferred Stock have no maturity, are not subject to any mandatory redemption, and will remain outstanding indefinitely unlessredeemed or otherwise repurchased. The SeriesD Preferred Stock is redeemable in whole, or in part, at our option, at a cash redemption price of $25.00 pershare, plus all accrued and unpaid dividends (whether or not declared) to, but not including, the date of redemption. 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 ouroption, redeem the SeriesD Preferred Stock, in whole but not in part, within 90days after the first date on which such Delisting Event occurred or within120 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 anyaccrued and unpaid dividends to, but not including, the date of redemption (unless the redemption date is after a record date for a SeriesD Preferred Stockdeclared dividend payment and prior to the corresponding SeriesD Preferred Stock dividend payment date, in which case no additional amount for suchaccrued and unpaid dividend to be paid on such dividend payment date will be included in the redemption price). If we exercise any of our redemption rightsrelating to the SeriesD Preferred Stock, the holders of SeriesD Preferred Stock so redeemed will not have the conversion right described 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 notice of ourelection to redeem the SeriesD Preferred Stock) to convert all or part of the SeriesD Preferred Stock held by such holder on the Delisting Event ConversionDate 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 liquidationpreference plus the amount of any accrued and unpaid dividends to, but not including, the Delisting Event Conversion Date or Change of ControlConversion Date, as applicable (unless the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, is after a record date for aSeriesD Preferred Stock declared dividend payment and prior to the corresponding SeriesD Preferred Stock dividend payment date, in which case noadditional amount for such accrued and unpaid dividend to be paid on such dividend payment date will be included in this sum) by (ii) the Common SharePrice (as defined herein) and (b)