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SUN COMMUNITIES INC

For the period ended Jun 30, 2025. Filed Jul 31, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Jul 31, 2025

SUI$120.30-1.5%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Item 1. Consolidated Financial Statements

Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 20241
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)2
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)3
Consolidated Statements of Shareholders' Equity for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (Unaudited)6
Notes to Consolidated Financial Statements (Unaudited)7
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations39
Item 3.Quantitative and Qualitative Disclosures about Market Risk60
Item 4.Controls and Procedures61
PART II – OTHER INFORMATION
Item 1.Legal Proceedings62
Item 1A.Risk Factors62
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds63
Item 6.Exhibits65
Signatures66

PART I - FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS

(In millions, except for per share amounts)

(Unaudited)
June 30, 2025December 31, 2024
Assets
Land$3,443.9$3,461.5
Land improvements and buildings9,076.89,058.7
Rental homes and improvements864.9834.1
Furniture, fixtures and equipment779.4739.2
Investment property14,165.014,093.5
Accumulated depreciation(3,431.9)(3,228.4)
Investment property, net10,733.110,865.1
Cash, cash equivalents and restricted cash (See Note 4)1,463.157.1
Inventory of manufactured homes172.0129.8
Notes and other receivables, net (includes $209.4 and $242.4 at fair value, respectively)345.7430.1
Collateralized receivables, net (see Note 7)46.651.2
Goodwill9.59.5
Other intangible assets, net101.7102.5
Other assets, net369.3442.4
Assets held for sale and discontinued operations, net (see Note 2)121.14,461.7
Total Assets$13,362.1$16,549.4
Liabilities
Mortgage loans payable (see Note 10)$2,451.6$3,212.2
Secured borrowings on collateralized receivables (See Note 7)46.651.2
Unsecured debt1,785.34,089.4
Distributions payable133.8122.6
Advanced reservation deposits and rent308.2249.4
Accrued expenses and accounts payable262.1265.8
Other liabilities545.8819.3
Liabilities held for sale and discontinued operations, net (see Note 2)36.6286.9
Total Liabilities5,570.09,096.8
Commitments and contingencies (see Note 18)
Temporary equity (see Note 11)257.9259.8
Shareholders' Equity
Common stock, $0.01 par value. Authorized: 360.0 shares; Issued and outstanding: 125.9 at June 30, 2025 and 127.4 at December 31, 20241.31.3
Additional paid-in capital9,744.79,864.2
Accumulated other comprehensive income / (loss)44.2(7.9)
Distributions in excess of accumulated earnings(2,380.3)(2,775.9)
Total SUI Shareholders' Equity7,409.97,081.7
Noncontrolling interests
Common and preferred OP units123.9110.4
Consolidated entities0.40.7
Total noncontrolling interests124.3111.1
Total Shareholders' Equity7,534.27,192.8
Total Liabilities, Temporary Equity and Shareholders' Equity$13,362.1$16,549.4

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except for per share amounts) (Unaudited)

Three Months EndedSix Months Ended
June 30, 2025June 30, 2024June 30, 2025June 30, 2024
Revenues
Real property$450.2$432.6$834.6$813.1
Home sales100.1107.5167.3176.4
Ancillary42.140.654.653.9
Interest16.55.220.99.7
Brokerage commissions and other, net14.610.416.312.4
Total Revenues623.5596.31,093.71,065.5
Expenses
Property operating and maintenance157.9152.8289.2278.8
Real estate tax28.726.255.451.7
Home costs and selling76.876.8129.4128.7
Ancillary33.532.248.948.4
General and administrative61.249.8118.2111.6
Catastrophic event-related charges, net (see Note 18)0.42.30.39.5
Depreciation and amortization127.4123.0251.1244.0
Asset impairments (see Note 17)166.110.6190.130.4
Loss on extinguishment of debt (see Note 10)102.4—102.40.6
Interest58.289.8140.3179.5
Total Expenses812.6563.51,325.31,083.2
Income / (Loss) Before Other Items(189.1)32.8(231.6)(17.7)
Gain / (loss) on foreign currency exchanges39.4(2.8)48.1(1.7)
Gain / (loss) on dispositions of properties (see Note 5)(1.3)2.5(2.4)7.9
Other income / (expense), net31.9(1.1)37.6(3.5)
Loss on remeasurement of notes receivable (see Note 6)(1.4)(0.4)(1.6)(1.1)
Income from nonconsolidated affiliates (see Note 9)3.83.06.84.4
Gain / (loss) on remeasurement of investment in nonconsolidated affiliates (see Note 9)(1.5)0.1(1.5)5.3
Current tax expense(6.1)(5.1)(8.0)(7.0)
Deferred tax benefit32.13.737.39.4
Net Income / (Loss) from Continuing Operations(92.2)32.7(115.3)(4.0)
Income from discontinued operations, net1,422.525.71,404.036.9
Net Income1,330.358.41,288.732.9
Less: Preferred return to preferred OP units / equity interests3.23.26.36.4
Less: Income attributable to noncontrolling interests53.53.151.61.8
Net Income Attributable to SUI Common Shareholders$1,273.6$52.1$1,230.8$24.7
Weighted average common shares outstanding - basic126.4123.7126.5123.7
Weighted average common shares outstanding - diluted126.4123.7126.5126.4
Basic earnings / (loss) per share from continuing operations (see Note 15)$(1.23)$0.21$(1.42)$(0.10)
Basic earnings per share from discontinued operations (see Note 15)11.250.2111.100.30
Basic earnings per share (see Note 15)$10.02$0.42$9.68$0.20
Diluted earnings / (loss) per share from continuing operations (see Note 15)$(1.23)$0.21$(1.42)$(0.09)
Diluted earnings per share from discontinued operations (see Note 15)11.250.2111.100.29
Diluted earnings per share (see Note 15)$10.02$0.42$9.68$0.20

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months EndedSix Months Ended
June 30, 2025June 30, 2024June 30, 2025June 30, 2024
Net Income$1,330.3$58.4$1,288.7$32.9
Foreign Currency Translation
Net foreign currency translation gain / (loss)59.41.667.6(7.6)
Cash Flow Hedges
Change in unrealized gain / (loss) on interest rate derivatives0.22.6(3.6)11.4
Less: Interest rate derivative gain reclassified to earnings(9.7)(5.0)(13.3)(9.9)
Net unrealized gain / (loss) on interest rate derivatives(9.5)(2.4)(16.9)1.5
Total Comprehensive Income1,380.257.61,339.426.8
Less: Comprehensive income attributable to noncontrolling interests(52.6)(3.0)(50.2)(1.9)
Comprehensive Income Attributable to SUI$1,327.6$54.6$1,289.2$24.9

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Shareholders' Equity
Temporary EquityCommon Stock (Shares)Common Stock ($Value)Additional Paid-in CapitalDistributions in Excess of Accumulated EarningsAccumulated Other Comprehensive Income / (Loss)Noncontrolling InterestsTotal Shareholders' EquityTotal Equity
Balance at December 31, 2024$259.8127.4$1.3$9,864.2$(2,775.9)$(7.9)$111.1$7,192.8$7,452.6
Issuance of common stock, common OP units, and other securities, net3.40.3—(0.1)———(0.1)3.3
Common stock withheld to satisfy income tax obligations related to vesting of restricted stock awards—(0.1)—(8.4)———(8.4)(8.4)
Conversions———1.2——(1.2)——
Share-based compensation - amortization and forfeitures———10.90.1——11.011.0
Redemptions(19.6)——(2.4)———(2.4)(22.0)
Other comprehensive income / (loss)—————1.3(0.5)0.80.8
Net loss(0.4)———(39.7)—(1.5)(41.2)(41.6)
Distributions(2.2)———(119.9)—(3.4)(123.3)(125.5)
OP units accretion3.3———(3.3)——(3.3)—
Balance at March 31, 2025$244.3127.6$1.3$9,865.4$(2,938.7)$(6.6)$104.5$7,025.9$7,270.2
Common stock withheld to satisfy income tax obligations related to vesting of restricted stock awards—(0.2)—(0.6)———(0.6)(0.6)
Common stock repurchased—(1.6)—(126.8)(76.0)——(202.8)(202.8)
Conversions—0.1—1.5——(1.5)——
Share-based compensation - amortization and forfeitures———5.20.5——5.75.7
Redemptions(2.0)———————(2.0)
Other comprehensive income / (loss)—————50.8(0.9)49.949.9
Net income16.2———1,276.7—37.41,314.11,330.3
Distributions(2.4)———(641.0)—(15.2)(656.2)(658.6)
OP units accretion1.8———(1.8)——(1.8)—
Balance at June 30, 2025$257.9125.9$1.3$9,744.7$(2,380.3)$44.2$124.3$7,534.2$7,792.1
Shareholders' Equity
Temporary EquityCommon Stock (Shares)Common Stock ($Value)Additional Paid-in CapitalDistributions in Excess of Accumulated EarningsAccumulated Other Comprehensive Income / (loss)Noncontrolling InterestsTotal Shareholders' EquityTotal Equity
Balance at December 31, 2023$260.9124.4$1.2$9,466.9$(2,397.5)$12.2$90.2$7,173.0$7,433.9
Issuance of common stock, common OP units, and other securities, net—0.3—(0.3)——0.60.30.3
Common stock withheld to satisfy income tax obligations related to vesting of restricted stock awards—(0.2)—(7.6)———(7.6)(7.6)
Conversions(0.5)0.1—2.1——(1.6)0.5—
Share-based compensation - amortization and forfeitures———10.30.1——10.410.4
Other comprehensive income / (loss)—————(5.5)0.2(5.3)(5.3)
Net loss(0.3)———(24.2)—(1.0)(25.2)(25.5)
Distributions(2.3)———(117.1)—(3.5)(120.6)(122.9)
OP units accretion1.9———(1.9)——(1.9)—
Balance at March 31, 2024$259.7124.6$1.2$9,471.4$(2,540.6)$6.7$84.9$7,023.6$7,283.3
Issuance of common stock, common OP units, and other securities, net———(0.3)——2.52.22.2
Common stock withheld to satisfy income tax obligations related to vesting of restricted stock awards———(1.3)———(1.3)(1.3)
Conversions(0.8)0.1—0.8———0.8—
Share-based compensation - amortization and forfeitures———10.60.1——10.710.7
Other comprehensive loss—————(0.7)(0.1)(0.8)(0.8)
Net income1.7———55.3—1.456.758.4
Distributions(2.5)———(117.3)—(3.2)(120.5)(123.0)
OP units accretion1.6———(1.6)——(1.6)—
Balance at June 30, 2024$259.7124.7$1.2$9,481.2$(2,604.1)$6.0$85.5$6,969.8$7,229.5

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended
June 30, 2025June 30, 2024
Operating Activities
Net cash provided by operating activities - continuing operations$409.6$404.2
Net cash provided by operating activities - discontinued operations90.3149.6
Net Cash Provided By Operating Activities499.9553.8
Investing Activities
Investment in properties(223.5)(222.8)
Acquisitions, net of cash acquired(1.0)(25.7)
Payments from deposit on acquisition—(7.2)
Proceeds from insurance—1.4
Proceeds / (payments) from disposition of assets and depreciated homes, net10.3(0.2)
Proceeds related to disposition of properties124.457.7
Issuance of notes and other receivables(0.9)(3.8)
Repayments of notes and other receivables37.67.6
Investments in nonconsolidated affiliates(0.6)(5.7)
Distributions of capital from nonconsolidated affiliates8.911.7
Net cash used for investing activities - continuing operations(44.8)(187.0)
Net cash provided by / (used for) investing activities - discontinued operations5,361.3(132.9)
Net Cash Provided By / (Used For) Investing Activities5,316.5(319.9)
Financing Activities
Issuance and costs of common stock, OP units and preferred OP units, net(0.1)(0.6)
Common stock withheld to satisfy income tax obligations related to vesting of restricted stock awards(7.3)(7.6)
Repurchases of common stock(202.8)—
Redemption of Series F preferred OP units(2.0)—
Borrowings on lines of credit624.51,578.0
Payments on lines of credit(2,106.5)(1,963.4)
Proceeds from issuance of other debt—499.8
Payments on other debt(1,929.2)(28.5)
Distributions(772.9)(243.5)
Payments for deferred financing costs, net of prepaid return—(4.1)
Net capital transfer from consolidated affiliates5,435.46.0
Net cash provided by / (used for) financing activities - continuing operations1,039.1(163.9)
Net cash used for financing activities - discontinued operations(5,454.3)(8.2)
Net Cash Used For Financing Activities(4,415.2)(172.1)
Effect of exchange rate changes on cash, cash equivalents and restricted cash2.1(0.3)
Net change in cash, cash equivalents and restricted cash1,403.361.5
Cash, cash equivalents and restricted cash, beginning of period63.942.7
Cash, cash equivalents and restricted cash, end of period1,467.2104.2
Less: Cash, cash equivalents and restricted cash - discontinued operations(4.1)(7.0)
Cash, Cash Equivalents and Restricted Cash - Continuing Operations$1,463.1$97.2
Six Months Ended
June 30, 2025June 30, 2024
Supplemental Information
Cash paid for interest (net of capitalized interest of $2.7 and $4.9, respectively)$26.2$169.7
Cash paid for income taxes$1.2$2.6
Noncash Investing and Financing Activities
Reduction in secured borrowing balance$4.1$3.5
Change in distributions declared and outstanding$11.2$1.5
Conversion of common and preferred OP units$2.7$2.9
Reduction in note receivable balance in exchange for redemption of preferred OP units$23.8$—
Noncash Investing and Financing Activities at the Date of Acquisition
Acquisitions - Common stock and OP units issued$—$3.1
  1. Basis of Presentation

Sun Communities, Inc., and all wholly-owned or majority-owned and controlled subsidiaries, including Sun Communities Operating Limited Partnership (the "Operating Partnership"), Sun Home Services, Inc. ("SHS"), and our Park Holidays subsidiaries and the other entities through which we operate our business in the United Kingdom ("UK") are referred to herein as the "Company," "SUI," "us," "we," or "our."

We follow accounting standards set by the Financial Accounting Standards Board ("FASB"). FASB establishes accounting principles generally accepted in the United States of America ("GAAP"), which we follow to ensure that we consistently report our financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification ("ASC"). These unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information and in accordance with GAAP. We present interim disclosures and certain information and footnote disclosures as required by SEC rules and regulations. Accordingly, the unaudited Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited Consolidated Financial Statements reflect, in the opinion of management, all adjustments, including adjustments of a normal and recurring nature, necessary for a fair presentation of the interim financial statements. All significant intercompany transactions have been eliminated in consolidation.

The results of operations for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on February 28, 2025 (our "2024 Annual Report"). These statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our 2024 Annual Report.

Real Estate Held for Sale and Discontinued Operations

We classify real estate assets as held for sale after an active program to sell an asset has commenced and when the sale is probable. Subsequent to the classification of assets as held for sale, no further depreciation expense is recorded. We present businesses whose disposal represents a strategic shift that has, or will have, a major effect on our operations and financial results as discontinued operations when the components meet the criteria for held for sale, are sold, or spun-off.

In February 2025, we entered into a definitive agreement to sell Safe Harbor Marinas LLC ("Safe Harbor") for an aggregate purchase price of approximately $5.65 billion, subject to certain adjustments (the "Safe Harbor Sale"). In April 2025, we completed the initial closing of the Safe Harbor Sale. The Safe Harbor Sale represents the disposition of our Marina business and a strategic shift in operations. Accordingly, the results of the Marina business and assets and liabilities included in the disposition are presented as held for sale and as discontinued operations for all periods presented herein. Certain reclassifications have been made to prior period financial statements and related notes in order to conform to current period presentation. Unless otherwise noted, the information disclosed in Note 3 through Note 20 refers only to our continuing operations and do not include discussion of balances or activity related to Safe Harbor, which is included within discontinued operations. Refer to Note 2, "Assets Held for Sale and Discontinued Operations," for additional information related to Safe Harbor and the Safe Harbor Sale.

Reportable Segments

As a result of the Safe Harbor Sale, we revised our reporting structure from afour-segment to athree-segment structure, which consists of (i) manufactured home ("MH") communities, (ii) recreational vehicle ("RV") communities, and (iii) communities in the United Kingdom ("UK"). Refer to Note 13, "Segment Reporting," for additional information.

Furthermore, service, retail, dining and entertainment revenues and expenses have been renamed as ancillary revenues and expenses to more appropriately reflect the nature of this activity for our continuing operations, after reclassifying the Marina results to discontinued operations. There was no impact to prior period net income, stockholders' equity, or cash flows due to the change in naming convention.

  1. Assets Held for Sale and Discontinued Operations

In February 2025, we entered into an agreement to sell Safe Harbor, which represents a strategic shift in operations that is expected to have a major effect on our operations and financial results. Accordingly, the results of the Marina business and assets and liabilities included in the Safe Harbor Sale have been reclassified as discontinued operations for all periods presented herein under ASC 205-20, "Presentation of Financial Statements: Discontinued Operations."

During the three months ended June 30, 2025, we completed the initial closing of the Safe Harbor Sale, which generated pre-tax cash proceeds of approximately $5.25 billion, net of transaction costs. The subsequent closing of the transfer of subsidiaries owning 15 of Safe Harbor's properties (the "Delayed Consent Subsidiaries") with an aggregate agreed value of approximately $250.0 million was further subject to the receipt of certain third-party consents. Subsequent to the initial closing through June 30, 2025, we completed the sale ofsix Delayed Consent Subsidiaries for $136.7 million. In connection with the closings of the Safe Harbor Sale and thesix Delayed Consent Subsidiaries, we recorded a gain on sale of $1.4 billion within Income from discontinued operations, net during the three months ended June 30, 2025. The transfer of the remaining nine Delayed Consent Subsidiaries with an aggregate agreed value of approximately $117.5 million remains subject to the receipt of third-party consents. We have continuing involvement with the Marina business related to ongoing management of the Delayed Consent Subsidiaries by Safe Harbor under an arm's-length management agreement. Under the management agreement, during the three months ended June 30, 2025, we paid management fees of $0.2 million to Safe Harbor, representing 4% of gross revenues earned at the Delayed Consent Subsidiaries. We anticipate that the dispositions of most or all of the remaining Delayed Consent Subsidiaries will occur during the three months ending September 30, 2025.

The following table sets forth a summary of assets and liabilities attributable to discontinued operations related to Safe Harbor (in millions):

June 30, 2025December 31, 2024
Assets
Land$1.1$1,049.5
Land improvements and buildings117.42,401.9
Furniture, fixtures and equipment8.9369.2
Investment property127.43,820.6
Accumulated depreciation(31.1)(512.6)
Investment property, net96.33,308.0
Cash, cash equivalents and restricted cash4.16.8
Notes and other receivables, net1.953.9
Goodwill(1)12.0541.7
Other intangible assets, net1.7236.4
Other assets, net5.1267.7
Total Assets$121.1$4,414.5
Liabilities
Advanced reservation deposits and rent$5.9$81.6
Accrued expenses and accounts payable10.544.3
Other liabilities20.2161.0
Total Liabilities$36.6$286.9

(1) As of June 30, 2025, the remaining goodwill was determined based on the proportion of the remaining Delayed Consent Subsidiaries in relation to the total number of Safe Harbor properties included in the original sale agreement.

The following table sets forth a summary of the operating results included within Income from discontinued operations, net (in millions):

Three Months EndedSix Months Ended
June 30, 2025June 30, 2024June 30, 2025June 30, 2024
Revenues
Real property$40.0$118.8$143.1$215.2
Service, retail, dining and entertainment revenue54.8148.1163.1252.6
Interest, brokerage commissions and other, net0.30.91.62.0
Total Revenues95.1267.8307.8469.8
Expenses
Property operating and maintenance14.835.952.269.6
Real estate tax2.15.27.911.0
Service, retail, dining and entertainment expenses50.0133.7153.9233.4
General and administrative2.315.618.432.2
Transaction costs(1)48.0—62.6—
Business combination costs—0.2—0.2
Depreciation, amortization and (gain)/loss on disposal of assets(0.3)49.836.194.1
Asset impairments0.21.02.31.9
Total Expenses117.1241.4333.4442.4
Income / (Loss) Before Other Items(22.0)26.4(25.6)27.4
Gain on disposition of properties, net1,445.0—1,445.0—
Other income / (expense), net(2)(0.2)(0.5)(14.8)9.9
Income from discontinued operations, before income taxes1,422.825.91,404.637.3
Current tax expense (see Note 14)(0.3)(0.2)(0.6)(0.4)
Income from discontinued operations, net$1,422.5$25.7$1,404.0$36.9

(1) Represents legal and advisory fees, employee separation costs, and other transaction costs associated with the Safe Harbor Sale. During the three months ended June 30, 2025, employee separation costs included $25.8 million that was paid to certain Safe Harbor officers and employees.

(2)During the three months ended March 31, 2025, we recorded a contingent consideration expense of $14.6 million related to a tax protection agreement that we entered into with former owners of certain Marina properties at the time of acquisition. The tax protection agreement stipulates that we indemnify those owners for certain tax obligations incurred related to the sale of certain Marina properties. As a result of the Safe Harbor Sale, we concluded that our tax liability to the former owners was probable of being realized and estimable.

The following table presents depreciation, amortization, and capital expenditures attributable to discontinued operations related to Safe Harbor (in millions):

Six Months Ended
June 30, 2025June 30, 2024
Depreciation$31.8$83.5
Amortization$4.3$10.6
Capital Expenditures$71.7$110.4
  1. Revenue

Our revenue consists of real property revenue at our MH, RV, and UK properties, revenue from home sales, ancillary revenue, interest income, and brokerage commissions and other revenue.

The following table disaggregates our revenue by major source and segment (in millions):

Three Months Ended
June 30, 2025June 30, 2024(1)
MHRVUKConsolidatedMHRVUKConsolidated
Revenues
Real property$250.0$148.9$51.3$450.2$239.7$148.2$44.7$432.6
Home sales35.06.958.2100.149.29.149.2107.5
Ancillary1.524.016.642.11.924.714.040.6
Interest11.05.40.116.53.41.50.35.2
Brokerage commissions and other, net9.04.31.314.65.93.41.110.4
Total Revenues$306.5$189.5$127.5$623.5$300.1$186.9$109.3$596.3

(1)Recast to reflect segment changes. Refer to Note 1, "Basis of Presentation" and Note 13, "Segment Reporting," for additional information.

Six Months Ended
June 30, 2025June 30, 2024(1)
MHRVUKConsolidatedMHRVUKConsolidated
Revenues
Real property$499.3$250.8$84.5$834.6$477.7$252.7$82.7$813.1
Home sales56.713.996.7167.375.915.185.4176.4
Ancillary4.029.820.854.64.531.118.353.9
Interest14.06.80.120.96.52.90.39.7
Brokerage commissions and other, net10.94.01.416.36.94.11.412.4
Total Revenues$584.9$305.3$203.5$1,093.7$571.5$305.9$188.1$1,065.5

(1)Recast to reflect segment changes. Refer to Note 1, "Basis of Presentation" and Note 13, "Segment Reporting," for additional information.

The majority of our revenue is derived from site and home leases that are accounted for pursuant to ASC 842, "Leases." We account for all revenue from contracts with customers following ASC 606, "Revenue from Contracts with Customers," except for those that are within the scope of other topics in the FASB ASC. For additional information, refer to Note 1, "Significant Accounting Policies" in our 2024 Annual Report.

  1. Cash, Cash Equivalents and Restricted Cash

The following table summarizes the fair value of cash, cash equivalents and restricted cash by significant investment category, which approximates cost (in millions):

Fair Value LevelJune 30, 2025December 31, 2024
Cash and Cash Equivalents
Cash and time deposits$688.3$47.9
Money market funds(1)1201.4—
Total cash and cash equivalents$889.7$47.9
Restricted Cash
Cash and time deposits$573.4$9.2
Total restricted cash$573.4$9.2
Total Cash, Cash Equivalents and Restricted Cash$1,463.1$57.1

(1) Consists of investments in which 100% maintain original maturities of 90 days or less for which market prices are readily available.

Restricted cash balances in the table above include $565.3 million as of June 30, 2025, held in escrow accounts that have been designated to fund potential future MH and RV acquisitions under 1031 exchange transactions. Restricted cash also includes utility deposits and amounts held in deposit for tax, insurance, and repair escrows held by lenders in accordance with certain debt agreements. Restricted cash is included in cash and cash equivalents in the reconciliation of the beginning of period and the end of period cash balance on the Consolidated Statements of Cash Flows.

  1. Real Estate Acquisitions and Dispositions

2025 Development and Expansion Activities

We did not acquire any operating properties during the six months ended June 30, 2025.

2025 Disposition Activity

The following dispositions of real estate properties for our continuing operations occurred during the six months ended June 30, 2025:

Property Name(1)SegmentNumber of PropertiesTotal SitesState, Province, or CountryMonth DisposedGross Sales ProceedsCash Consideration, net(2)Gain / (Loss) on Disposition(3)
RV Portfolio(4)RV2815VariousJanuary$92.9$92.6$(0.2)
MH PortfolioMH3136FLMarch$27.8$27.2$(2.8)
Sun Retreats MillbrookRV1394ILApril$3.5$2.8$(3.8)

(1) Pertains to our continuing operations. Refer to Note 2, "Assets Held for Sale and Discontinued Operations," for additional detail related to the Safe Harbor Sale, which is classified as a discontinued operation.

(2) Cash consideration, net of settlement of the associated mortgage debt, when applicable, and other closing adjustments. Refer to Note 10, "Debt and Line of Credit," for additional detail.

(3) Recorded in Gain / (loss) on dispositions of properties on the Consolidated Statements of Operations.

(4) Total sales proceeds include the disposition oftwo operating properties andtwo development properties that we owned along with the settlement of a developer note receivable of $36.5 million pertaining tothree additional properties in which we had provided financing to the developer that were classified as held for sale as of December 31, 2024. During the year ended December 31, 2024, we recognized asset impairment charges of $12.1 million to reduce the carrying value of thefour owned RV properties to an aggregate fair value of $47.5 million.

In June 2025, we soldone MH developmental land parcel in Washington for total consideration of $40.0 million and recorded a gain on sale of $2.6 million. The property was previously classified as held for sale.

  1. Notes and Other Receivables

The following table sets forth certain information regarding notes and other receivables (in millions):

June 30, 2025December 31, 2024
Installment notes receivable on manufactured homes, net$116.3$93.9
Notes receivable from real estate developers and operators93.1148.5
Other receivables, net136.3187.7
Total Notes and Other Receivables, net$345.7$430.1

Installment Notes Receivable on Manufactured Homes

Installment notes receivable are measured at fair value, using indicative pricing models from third party valuation specialists, in accordance with ASC 820, "Fair Value Measurements and Disclosures." The balances of installment notes receivable of $116.3 million (principal of installment notes receivable of $119.2 million less fair value adjustment of $2.9 million) and $93.9 million (principal of installment notes receivable of $95.2 million less fair value adjustment of $1.3 million) as of June 30, 2025 and December 31, 2024, respectively, are secured by manufactured homes. The notes represent financing to purchasers of manufactured homes located in our communities and require monthly principal and interest payments. The notes had a net weighted average interest rate (net of servicing costs) and maturity of 7.3% and 17.4 years as of June 30, 2025, and 6.4% and 18.6 years as of December 31, 2024, respectively. Refer to Note 17, "Fair Value Measurements," for additional details.

Notes Receivable from Real Estate Developers and Operators

Notes receivable from real estate developers and operators are measured at fair value, using indicative pricing models from third party valuation specialists, in accordance with ASC 820, "Fair Value Measurements and Disclosures." Refer to Note 17, "Fair Value Measurements," for additional information.

Notes Receivable from Real Estate Operators

The notes receivable from real estate operators at June 30, 2025 consist of a loan provided to a real estate operator to fund the Canadian RV Portfolio disposition (the "Canadian RV Note"). The balance on the Canadian RV Note was $45.1 million with a net weighted average interest rate and maturity of 5.0% and 1.5 years as of June 30, 2025, and was $42.4 million with a net weighted average interest rate and maturity of 5.0% and 2.0 years as of December 31, 2024.

Notes Receivable from Real Estate Developers

Other acquisition and construction loans provided to real estate developers total $48.0 million with a net weighted average interest rate and maturity of 8.7% and 0.7 years as of June 30, 2025, and total $106.1 million with a net weighted average interest rate and maturity of 8.0% and 1.9 years as of December 31, 2024. As of June 30, 2025 and December 31, 2024, the additional acquisition and construction loans provided to real estate developers had $11.6 million and $36.8 million of undrawn funds, respectively. During the three months ended March 31, 2025, we settled a note receivable from a real estate developer of $36.5 million as part of a sale of a portfolio of RV communities. Refer to Note 5, "Real Estate Acquisitions and Dispositions," for additional information.

During the three months ended March 31, 2025, we entered into a non-monetary transaction with a real estate developer to settle a note receivable of $23.8 million in conjunction withone RV property in California. Refer to Note 11, "Equity and Temporary Equity," and Note 17, "Fair Value Measurements," for additional information.

Other Receivables, net

Other receivables, net were comprised of amounts due from the following categories (in millions):

June 30, 2025December 31, 2024
Insurance receivables(1)$48.8$67.2
Home sale proceeds24.424.5
Receivables from residents and customers(2)20.362.2
Other receivables42.833.8
Total Other Receivables, net$136.3$187.7

(1)Primarily consists of receivables from insurance providers related to Hurricanes Ian, Helene, and Milton. Refer to Note 18, "Commitments and Contingencies," for additional details.

(2)Net of allowance for credit losses of $5.3 million and $5.6 million as of June 30, 2025 and December 31, 2024, respectively.

  1. Collateralized Receivables and Transfers of Financial Assets

We previously completed various transactions with an unrelated entity involving our installment notes receivable under which we received cash proceeds in exchange for relinquishing our right, title, and interest in certain notes receivables. We have no further obligations or rights with respect to the control, management, administration, servicing, or collection of the installment notes receivables. However, we are subject to certain recourse provisions requiring us to purchase the underlying manufactured homes collateralizing such notes at a price calculated based on the agreed upon terms, in the event of a note default and subsequent repossession of the home by the unrelated entity. The recourse provisions are considered to be a form of continuing involvement which precludes establishing legal isolation, and therefore these transferred loans do not meet the requirements for sale accounting under ASC 860, "Transfers and Servicing."

The transaction has been accounted for in accordance with ASC 860-30, with the transferred assets classified as Collateralized receivables, net and the cash proceeds received from this transaction classified as Secured borrowings on collateralized receivables within the Consolidated Balance Sheets. We have elected to apply the fair value option to the collateralized receivables and related secured borrowings under ASC 820, "Fair Value Measurements and Disclosures."

The balance of collateralized receivables was $46.6 million (gross collateralized receivable of $47.9 million less fair value adjustments of $1.3 million) and $51.2 million (gross collateralized receivable of $52.0 million less fair value adjustments of $0.8 million) at June 30, 2025 and December 31, 2024, respectively. The balance of secured borrowings on collateralized receivables was $46.6 million (gross secured borrowings of $43.1 million plus fair value adjustments of $3.5 million) and $51.2 million (gross secured borrowings of $47.3 million plus fair value adjustments of $3.9 million) as of June 30, 2025 and December 31, 2024, respectively. The notes represent financing to purchasers of manufactured homes located in our communities and require monthly principal and interest payments. The notes had a net weighted average interest rate and maturity of 8.6% and 12.8 years as of June 30, 2025 and 8.6% and 13.2 years as of December 31, 2024. Refer to Note 17, "Fair Value Measurements," for additional details.

The collateralized receivables earn interest income and the secured borrowings accrue interest expense in equal amounts. The amount of interest income and interest expense recognized during the three and six months ended June 30, 2025 was $1.0 million and $2.0 million, respectively, and during the three and six months ended June 30, 2024 was $1.2 million and $2.4 million, respectively.

  1. Goodwill and Other Intangible Assets

Our intangible assets include goodwill, in-place leases, trademarks and trade names, customer relationships, franchise agreements and other intangible assets. These intangible assets are recorded in Goodwill and Other intangible assets, net on the Consolidated Balance Sheets.

Other Intangible Assets, net

The gross carrying amounts and accumulated amortization of our intangible assets were as follows (in millions):

June 30, 2025 · December 31, 2024
Other Intangible AssetUseful LifeGross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
In-place leases7 years$138.5$(129.1)$138.8$(126.4)
Trademarks and trade names15 years89.1(19.9)81.7(15.4)
Customer relationships4 years1.9(1.7)1.8(1.3)
Franchise agreements and other intangible assets10 - 27 years32.9(10.7)32.7(10.0)
Total finite-lived assets$262.4$(161.4)$255.0$(153.1)
Indefinite-lived assets - Trademarks, trade names, and otherN/A0.7—0.6—
Total indefinite-lived assets$0.7$—$0.6$—
Total$263.1$(161.4)$255.6$(153.1)

Amortization expenses related to our Other intangible assets were as follows (in millions):

Three Months EndedSix Months Ended
Other Intangible Asset Amortization ExpenseJune 30, 2025June 30, 2024June 30, 2025June 30, 2024
In-place leases$1.4$1.6$2.9$3.1
Trademarks and trade names1.51.42.92.8
Customer relationships0.10.10.20.2
Franchise fees and other intangible assets0.20.20.40.4
Total$3.2$3.3$6.4$6.5

We anticipate amortization expense for Other intangible assets to be as follows for the next five years (in millions):

Other Intangible Asset Future Amortization ExpenseRemainder 20252026202720282029
In-place leases$2.8$3.7$2.1$0.8$0.1
Trademarks and trade names3.16.25.95.85.8
Customer relationships0.2————
Franchise agreements and other intangible assets0.61.31.31.31.3
Total$6.7$11.2$9.3$7.9$7.2
  1. Investments in Nonconsolidated Affiliates

Investments in joint ventures that are not consolidated, nor recorded at cost, are accounted for using the equity method of accounting as prescribed in ASC 323, "Investments - Equity Method and Joint Ventures." Investments in nonconsolidated affiliates are recorded within Other assets, net on the Consolidated Balance Sheets. Equity income and loss are recorded in Income from nonconsolidated affiliates on the Consolidated Statements of Operations.

Sungenia Joint Venture ("Sungenia JV")

At June 30, 2025 and December 31, 2024, we had a 50.0% ownership interest in Sungenia JV, a joint venture formed between us and Ingenia to establish and grow a manufactured housing community development program in Australia.

GTSC LLC("GTSC")

At June 30, 2025 and December 31, 2024, we had a 40.0% ownership interest in GTSC, which engages in acquiring, holding and selling loans secured, directly or indirectly, by manufactured homes located in our communities.

SV Lift, LLC ("SV Lift")

At June 30, 2025 and December 31, 2024, we had a 50.0% ownership interest in SV Lift, which owns, operates, and leases an aircraft.

The investment balance in each nonconsolidated affiliate was as follows (in millions):

InvestmentJune 30, 2025December 31, 2024
Investment in Sungenia JV$81.7$75.1
Investment in GTSC38.548.9
Investment in SV Lift0.91.1
Total$121.1$125.1

The income / (loss) from each nonconsolidated affiliate is as follows (in millions):

Three Months EndedSix Months Ended
Income / (Loss) from Nonconsolidated AffiliatesJune 30, 2025June 30, 2024June 30, 2025June 30, 2024
Sungenia JV equity income$3.7$2.3$6.3$3.2
GTSC equity income0.50.91.31.8
SV Lift equity loss(0.4)(0.2)(0.8)(0.6)
Total Income from Nonconsolidated Affiliates$3.8$3.0$6.8$4.4

During the six months ended June 30, 2025 and 2024, we received distributions of $10.1 million and $13.5 million, respectively, and made contributions of $0.6 million and $5.7 million, respectively, with our nonconsolidated affiliates.

  1. Debt and Line of Credit

The following table sets forth certain information regarding debt, including premiums, discounts and deferred financing costs (in millions, except for statistical information):

Carrying AmountWeighted Average Years to MaturityWeighted Average Interest Rates
June 30, 2025December 31, 2024June 30, 2025December 31, 2024June 30, 2025December 31, 2024
Secured Debt
Mortgage loans payable(1)$2,451.6$3,212.29.08.33.637%3.991%
Secured borrowings on collateralized receivables(2)46.651.212.813.28.547%8.575%
Total Secured Debt$2,498.2$3,263.4
Unsecured Debt
Senior unsecured notes(3)$1,785.3$2,676.35.66.02.901%3.778%
Line of credit(4)—1,413.10.01.4—%4.744%
Total Unsecured Debt$1,785.3$4,089.4
Total Debt$4,283.5$7,352.87.66.23.383%4.090%

(1) Balances at June 30, 2025 and December 31, 2024 include zero net debt premium, as of each such date, and $10.5 million and $15.2 million of deferred financing costs, respectively.

(2) Balances at June 30, 2025 and December 31, 2024 include fair value adjustments of 3.5 million and $3.9 million, respectively.

(3) Balances at June 30, 2025 and December 31, 2024 include $4.6 million and $6.3 million of net debt discount, respectively, and $10.2 million and $17.4 million of deferred financing costs, respectively. Weighted average interest rates include the impact of hedge activity.

(4) Balances at June 30, 2025 and December 31, 2024 include zero of deferred financing costs, respectively.

Secured Debt

Mortgage term loans

During the six months ended June 30, 2025, we repaid the following mortgage term loans (in millions, except for statistical information):

Period · Repayment Amount · Weighted Average Interest Rate · Maturity Date · Loss on Extinguishment of Debt
Three months ended June 30, 2025$691.8(1)5.346%February 13, 2026 - September 10, 2044$45.9
Three months ended March 31, 2025$48.4(2)4.013%February 01, 2025 - March 31, 2025$—

(1) We settled $737.7 million of secured mortgage debt, inclusive of $45.9 million of prepayment costs and deferred financing cost write offs, resulting in a repayment of $691.8 million of net secured mortgage debt. The various mortgage term loans were secured by 44 properties.

(2) Includes five mortgage term loans, which were secured byfive properties, and were paid off on the maturity dates in accordance with the loan documents.

During the six months ended June 30, 2025 we did not enter into any mortgage term loans.

The mortgage term loans, which total $2.5 billion as of June 30, 2025, are secured by 110 properties comprised of 45,112 sites representing approximately $1.8 billion of net book value.

Secured Borrowings on Collateralized Receivables

Refer to Note 7, "Collateralized Receivables and Transfers of Financial Assets," for information on secured borrowings on collateralized receivables.

Unsecured Debt

Senior Unsecured Notes

The following table sets forth certain information regarding our senior unsecured notes (in millions, except for statistical information). All senior unsecured notes include interest payments on a semi-annual basis in arrears, and are recorded within the Unsecured debt line item on the Consolidated Balance Sheets.

Carrying Amount
Principal AmountJune 30, 2025December 31, 2024
5.5% notes, issued in January 2024 and due in January 2029 (the "2029 Notes")$500.0$—$496.2
5.7% notes, issued in January 2023 and due in January 2033 (the "2033 Notes")400.0—396.1
4.2% notes, issued in April 2022 and due in April 2032600.0593.6593.2
2.3% notes, issued in October 2021 and due in November 2028450.0447.8447.4
2.7% notes, issued in June 2021 and October 2021, and due in July 2031750.0743.9743.4
Total$2,700.0$1,785.3$2,676.3

During the three months ended June 30, 2025, we redeemed the aggregate principal amount of $900.0 million on the 2029 Notes and the 2033 Notes using cash proceeds generated from the Safe Harbor Sale (the "2029 and 2033 Note Redemptions"). In accordance with the terms of each series of Notes, the redemption price was inclusive of a customary make-whole premium and accrued and unpaid interest. As a result, we recorded charges of $56.5 million to Loss on extinguishment of debt on the Consolidated Statements of Operations in connection with early extinguishment premiums on the 2029 and 2033 Note Redemptions. Refer to Note 16, "Derivative Financial Instruments," for cash flow hedge activity resulting from the redemptions.

Line of Credit

The Operating Partnership (as borrower), SUI (as guarantor), and certain lenders are parties to a credit agreement which governs our senior credit facility (the "Senior Credit Facility"). The aggregate amount available under the senior credit facility consists of a revolving loan in an amount up to $3.05 billion with a maturity date on April 7, 2026. At our option, the maturity date may be extended fortwo additionalsix-month periods.

The senior credit facility bears interest at a floating rate based on the Adjusted Term Secured Overnight Financing Rate ("SOFR"), the Adjusted Eurocurrency Rate, the Australian Bank Bill Swap Bid Rate ("BBSY"), the Daily Sterling Overnight Index Average ("SONIA") Rate, or the Canadian Overnight Repo Rate Average ("CORRA"), as applicable, plus a margin, in all cases, ranging from 0.725% to 1.6%, subject to certain adjustments. As of June 30, 2025, the margins based on our credit ratings were 0.775% on the revolving loan facility.

At the lenders' option, the senior credit facility will become immediately due and payable upon an event of default under the Credit Facility Agreement. During the three months ended June 30, 2025, we repaid the remaining outstanding debt balances of $1.6 billion under our senior credit facility. We hadzero and $1.4 billion of borrowings outstanding under the revolving loan as of June 30, 2025 and December 31, 2024, respectively. The balance is recorded in Unsecured debt on the Consolidated Balance Sheets.

The senior credit facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under the senior credit facility, but does reduce the borrowing amount available. We had $10.3 million and $11.5 million of outstanding letters of credit at June 30, 2025 and December 31, 2024, respectively.

Covenants

The mortgage term loans, senior unsecured notes, and senior credit facility are subject to various financial and other covenants. The most restrictive covenants are pursuant to (a) the terms of the senior credit facility, which contains a maximum leverage ratio, minimum fixed charge coverage ratio, and maximum secured leverage ratio, and (b) the terms of the senior unsecured notes, which contain a total debt to total assets ratio, secured debt to total assets ratio, consolidated income available for debt service to debt service ratio, and unencumbered total asset value to unsecured debt ratio. At June 30, 2025, we were in compliance with all financial covenants.

In addition, certain of our subsidiary borrowers own properties that secure loans. These subsidiaries are consolidated within our accompanying Consolidated Financial Statements, however, each of these subsidiaries' assets and credit are not available to satisfy our debts and other obligations, or any of our other subsidiaries or any other person or entity.

Interest Capitalized

We capitalize interest during the construction and development of our communities. Capitalized interest costs associated with construction and development activities during the three and six months ended June 30, 2025 were $1.3 million and $2.7 million, respectively, and during the three and six months ended June 30, 2024 were $2.2 million and $4.9 million, respectively.

  1. Equity and Temporary Equity

Temporary Equity

Temporary equity includes preferred securities that are redeemable for cash at the holder's option or upon the occurrence of an event that is not solely within our control based on a fixed or determinable price and other redeemable equity interests. These securities are not mandatorily redeemable for cash nor do they contain a fixed maturity date. The following table sets forth the various series of redeemable preferred OP units and other redeemable equity interests that were outstanding as of June 30, 2025 and December 31, 2024, and the related terms, and summarizes the balance included within Temporary Equity on our Consolidated Balance Sheets (in millions, except for statistical information):

Description · OP Units Outstanding · Exchange Rate(1) · Annual Distribution Rate(2) · Cash Redemption(3) · Redemption Period · Carrying Amount
June 30, 2025 · June 30, 2025 · December 31, 2024
Series D preferred OP units488,9580.80004.0%Holder's OptionAny time$51.9$47.5
Series F preferred OP units70,0000.62503.0%Holder's OptionAny time7.58.7
Series G preferred OP units4,8980.64523.2%Holder's OptionAny time after earlier of September 30, 2025 or death of holder3.619.8
Series H preferred OP units580,4640.60983.0%Holder's OptionAny time after earlier of October 30, 2025 or death of holder59.655.4
Series J preferred OP units236,0000.60612.85%Holder's OptionDuring the 30-day period following a change of control of the Company or any time after April 21, 202623.922.4
Series K preferred OP units1,000,0000.58824.0%Holder's OptionWithin 60 days after March 23, 202898.794.1
Other redeemable equity interests(4)N/AN/AN/AN/AN/A12.711.9
Total2,380,320$257.9$259.8

(1) Exchange rates are subject to adjustment upon stock splits, recapitalizations and similar events. The exchange rates of certain series of OP units are approximated to four decimal places.

(2)Distributions are payable on the issue price of each OP unit, which is $100.00 per unit for all these preferred OP units.

(3)The redemption price for each preferred OP unit redeemed will be equal to its issue price plus all accrued but unpaid distributions.

(4) Includes redeemable equity interests related to joint ventures that primarily operate and maintain solar energy equipment in select communities and portfolios of RV communities in the U.S.

Permanent Equity

Universal Shelf Registration Statement

We have filed a universal shelf registration statement on Form S-3 with the SEC, which provides for the registration of unspecified amounts of equity and debt securities. The authorized number of shares of our capital stock is 380,000,000 shares, of which 360,000,000 shares are common stock and 20,000,000 shares are preferred stock. As of June 30, 2025, we had 125,857,728 shares of common stock issued and outstanding andno shares of preferred stock were issued and outstanding.

At the Market Offering Sales Agreement

We have entered into an At the Market Offering Sales Agreement (the "ATM") with certain sales agents and forward sellers pursuant to which we may sell, from time to time, up to an aggregate gross sales price of $1.25 billion of our common stock. Through June 30, 2025, we had entered into and settled forward sales agreements under the ATM for an aggregate gross sales price of $524.8 million, leaving $725.2 million available for sale under the ATM.

In May 2025, our Board of Directors authorized a stock repurchase program (the "Stock Repurchase Program") under which we may repurchase up to $1.0 billion in shares of our outstanding common stock through April 30, 2026. Under the Stock Repurchase Program, we may repurchase shares of our common stock in open market transactions, through privately negotiated transactions, through one or more accelerated repurchases, or otherwise, in accordance with the terms set forth in Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and other applicable legal requirements. The Stock Repurchase Program does not obligate us to repurchase any specific number of shares, and we may initiate, suspend, or discontinue purchases under the Stock Repurchase Program at any time.

We account for stock repurchases in accordance with ASC 505, "Equity," by allocating the repurchase price to Common Stock, Additional paid-in-capital, and Distributions in excess of accumulated earnings on the Consolidated Balance Sheets. Under Maryland corporate law, our state of incorporation, there is no concept of treasury shares. As a result, all repurchased shares are retired and returned to the status of authorized but unissued shares upon settlement. During the three months ended June 30, 2025, we repurchased and retired 1.6 million shares of our outstanding common stock for $202.8 million. As of June 30, 2025, we had $797.2 million remaining authorized for purchase under this program.

Issuances of Common OP Units

During the six months ended June 30, 2025, we did not issue any common OP units. During the six months ended June 30, 2024, we issued common OP units in connection with the acquisition of certain properties:

MonthCommon OP Units IssuedFair Value at Issuance (in millions)Related Acquisition
April 202419,326$2.5Port Milford
March 20244,452$0.6Land for development

Accumulated Other Comprehensive Income

AOCI attributable to SUI common shareholders is separately presented on our Consolidated Balance Sheets as a component of total SUI shareholders' equity. Other Comprehensive Income ("OCI") attributable to noncontrolling interests is allocated to, and included within, Noncontrolling interests on our Consolidated Balance Sheets. Refer to the Statements of Comprehensive Income / (Loss) for complete details related to OCI activity in the reporting period.

AOCI attributable to SUI common shareholders consisted of the following, net of tax (in millions):

June 30, 2025December 31, 2024
Net foreign currency translation income / (loss)$24.2$(44.1)
Accumulated net gains on derivatives20.036.2
Accumulated other comprehensive income / (loss)$44.2$(7.9)

Noncontrolling Interests - Common and Preferred OP Units

The following table summarizes the common and preferred OP units included within Noncontrolling interests on our Consolidated Balance Sheets (in millions, except for units and statistical information):

Description · OP Units Outstanding · Exchange Rate(1) · Annual Distribution Rate(2) · Cash Redemption · Redemption Period · Carrying Amount
June 30, 2025 · June 30, 2025 · December 31, 2024
Common OP units2,823,3651.0000Same distribution rate for common stockN/AN/A$78.6$71.5
Series A-1 preferred OP units170,3052.43906.0%N/AN/A12.39.2
Series A-3 preferred OP units40,2681.86054.5%N/AN/A2.92.3
Series C preferred OP units292,4361.11005.0%N/AN/A21.819.5
Series E preferred OP units80,0000.68975.5%N/AN/A6.36.0
Series L preferred OP units20,0000.62503.5%N/AN/A2.01.9
Total3,426,374$123.9$110.4

(1) Exchange rates are subject to adjustment upon stock splits, recapitalizations and similar events. The exchange rates of certain series of OP units are approximated to four decimal places.

(2)Distributions are payable on the issue price of each OP unit which is $100.00 per unit for all these preferred OP units.

Conversions

Conversions to Common Stock and Common OP Units - Subject to certain limitations, holders can convert certain series of OP units to shares of our common stock and to common OP units at any time. Below is the activity of conversions during the six months ended June 30, 2025 and 2024:

Six Months Ended
June 30, 2025 · June 30, 2024
SeriesConversion RateUnits / Shares ConvertedCommon Stock(1)Units / Shares ConvertedCommon Stock(1)
Common OP units1.000082,50582,50568,78368,783
Series A-1 preferred OP units2.43906,49215,83210,33225,195
Series C preferred OP units1.11004,3094,7829,10310,104
Series G preferred OP units0.6452——4,8983,160
Series H preferred OP units0.609876546595

(1)Calculation may yield minor differences due to rounding incorporated in the above numbers.

Non-Monetary Transaction and Redemption of Preferred OP Units

In January 2025, we entered into a non-monetary transaction with a real estate developer to settle a note receivable of $23.8 million in exchange for settlement of contingent consideration of $9.0 million in conjunction withone RV property in California, and redemption of 200,914 Series G preferred OP units held by the developer at a carrying value of $19.6 million. We also provided the developer with a redemption right to repurchase the Series G preferred OP units at an option price per unit of $84.42 through the option expiration date of January 1, 2026. In accordance with ASC 815, "Derivatives and Hedging," we accounted for the redemption right as an equity-linked financial instrument that is indexed to our own shares, thus qualifying for the scope exception to account for the option as a freestanding derivative financial instrument, and recorded the option to Temporary Equity at its transaction date fair value of $3.4 million. During the three months ended March 31, 2025, we recorded a gain of $3.7 million within Other income / (expense), net on our Consolidated Statements of Operations in conjunction with the non-monetary transaction.

Redemption of Preferred OP Units

Subject to certain limitations, holders can redeem certain series of preferred OP units for cash, provided that the applicable contractual requirements are met. During the three months ended June 30, 2025,20,000 Series F preferred OP units were redeemed for a net cash payment of $2.0 million, inclusive of all distributions on the redeemed units that were accrued and unpaid as of the redemption date, in accordance with the terms and conditions set forth in the redemption agreement.

Distributions

Distributions declared for the six months ended June 30, 2025 were as follows:

Common Stock, Common OP units and Restricted Stock DistributionsRecord DatePayment DateDistribution Per ShareTotal Distribution (in millions)
March 31, 20253/31/20254/15/2025$0.94$122.6
May 14, 2025 Special Distribution(1)5/14/20255/22/2025$4.00$521.3
June 30, 20256/30/20257/15/2025$1.04$133.8

(1) In connection with the closing of the Safe Harbor Sale, our Board of Directors authorized a one-time special cash distribution of $4.00 per common share and common unit.

  1. Share-Based Compensation

As of June 30, 2025, we hadtwo share-based compensation plans: the Sun Communities, Inc. 2015 Equity Incentive Plan (as amended, the "2015 Equity Incentive Plan") and the First Amended and Restated 2004 Non-Employee Director Option Plan (as amended, the "2004 Non-Employee Director Option Plan"). We believe granting equity awards will provide certain executives, key employees and directors additional incentives to promote our financial success and promote employee and director retention by providing an opportunity to acquire or increase the direct proprietary interest of those individuals in our operations and future. Time based awards for directors generally vest over three years. Time based awards for key employees and executives generally vest over five years. Market condition awards for executives generally vest after three years.

During the six months ended June 30, 2025 and 2024, shares were granted as follows:

Grant Period · Type · Plan · Shares Granted · Grant Date Fair Value Per Share · Vesting Type
2025Key Employees2015 Equity Incentive Plan137,400$133.39(1)Time Based
2025Executive Officers2015 Equity Incentive Plan38,000$133.63(1)Time Based
2025Executive Officers2015 Equity Incentive Plan87,000$106.62(2)Market Condition(3)
2025Directors2004 Non-Employee Director Option Plan14,000$122.78(1)Time Based
2024Key Employees2015 Equity Incentive Plan205,540$132.10(1)Time Based
2024Executive Officers2015 Equity Incentive Plan31,800$132.13(1)Time Based
2024Executive Officers2015 Equity Incentive Plan41,400$98.14(2)Market Condition(3)
2024Directors2004 Non-Employee Director Option Plan20,000$129.47(1)Time Based

(1)Represents the weighted average fair value per share of the closing price of our common stock on the dates the shares were awarded.

(2)Represents the weighted average fair value per share of the Monte Carlo simulation fair value price of our market condition awards on the dates the shares were awarded.

(3)Share-based compensation for restricted stock awards with market conditions is measured based on shares expected to vest using a Monte Carlo simulation to determine fair value.

The vesting requirements for 188,569 and 195,134 restricted shares granted to our executives, directors, and employees were satisfied during the six months ended June 30, 2025 and 2024, respectively.

We recognized the following share-based compensation costs (in millions):

Three Months EndedSix Months Ended
June 30, 2025June 30, 2024June 30, 2025June 30, 2024
Share-based compensation - expensed(1)$8.7$10.1$17.5$20.2

(1) Recorded within General and administrative expense on the Consolidated Statements of Operations.

  1. Segment Reporting

ASC 280, "Segment Reporting," establishes standards for the way that business enterprises report information about operating segments in their financial statements.

As described in Note 1, "Basis of Presentation," effective March 31, 2025, we revised our reporting structure from four segments tothree segments, which consists of (i) manufactured home ("MH") communities, (ii) recreational vehicle ("RV") communities, and (iii) the United Kingdom ("UK"). The new structure removes the Marina business from our operating segments as a result of its classification as a discontinued operation and reflects how the chief operating decision maker, a committee comprised of our Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, manages the business, makes operating decisions, allocates resources and evaluates operating performance. Refer to Note 2, "Assets Held for Sale and Discontinued Operations," for additional details regarding discontinued operations. Beginning with the three months ended March 31, 2025, we report our financial results consistent with our realigned operating segments and have recast prior period amounts to conform to the way we internally manage our business and monitor segment performance. Certain reclassifications have been made to the prior period financial statements and related notes in order to conform to the current period presentation. There was no impact to prior period net income, shareholders' equity, or cash flows for any of the reclassifications.

Ourthree reportable segments are: (i) MH, (ii) RV, and (iii) UK.

The MH segment owns, operates, develops, or has an interest in, a portfolio of MH communities in the U.S., and is in the business of acquiring, operating and developing ground-up MH communities to provide affordable housing solutions to residents. The MH segment in the U.S. also provides manufactured home sales and leasing services to tenants and prospective tenants of our communities.

The RV segment owns, operates, develops, or has an interest in, a portfolio of RV communities and is in the business of acquiring, operating, and developing ground-up RV communities in the U.S. and Canada. It also provides leasing services for vacation rentals within the RV communities.

The UK segment owns, operates, develops, or has an interest in, a portfolio of communities, referred to as holiday parks, and is in the business of acquiring, operating, and developing communities in the United Kingdom. It also provides home sales and associated site license activities to owners and tenants within the communities.

A presentation of segment financial information is summarized as follows (in millions):

Three Months Ended
June 30, 2025 · June 30, 2024
MH · RV · UK · Total · MH · RV · UK · Total
Revenue
Income from real property$249.8$85.5$33.5$239.4$80.6$31.0
Income from real property - transient0.263.417.80.367.613.7
Home sales35.06.958.249.29.149.2
Ancillary1.524.016.61.924.714.0
Total Functional Revenue$286.5$179.8$126.1$592.4$290.8$182.0$107.9$580.7
Expenses
Payroll - Real property15.525.18.615.025.88.4
Utilities - Real property23.017.98.122.417.37.2
Legal, taxes, and insurance - Real property7.93.20.39.43.80.4
Supplies and repairs - Real property11.89.25.811.68.54.7
Other expenses - Real property4.013.34.23.111.83.4
Real estate taxes - Real property19.27.32.217.56.81.9
Home sales - Cost of sales35.926.8
Ancillary - Cost of goods sold5.85.3
Other segment items(1)31.621.615.440.622.913.4
Total NOI$173.5$82.2$39.8$295.5$171.2$85.1$36.4$292.7
Adjustments to arrive at net income
Interest income16.55.2
Brokerage commissions and other revenues, net14.610.4
General and administrative expense(61.2)(49.8)
Catastrophic event-related charges, net(0.4)(2.3)
Depreciation and amortization(127.4)(123.0)
Asset impairments(166.1)(10.6)
Loss on extinguishment of debt (see Note 10)(102.4)—
Interest expense(58.2)(89.8)
Gain / (loss) on foreign currency exchanges39.4(2.8)
Gain / (loss) on dispositions of properties(1.3)2.5
Other income / (expense), net31.9(1.1)
Loss on remeasurement of notes receivable(1.4)(0.4)
Income from nonconsolidated affiliates (see Note 9)3.83.0
Gain / (loss) on remeasurement of investment in nonconsolidated affiliates(1.5)0.1
Current tax expense (see Note 14)(6.1)(5.1)
Deferred tax benefit (see Note 14)32.13.7
Net Income / (Loss) from Continuing Operations(92.2)32.7
Income from discontinued operations, net1,422.525.7
Net Income1,330.358.4
Less: Preferred return to preferred OP units / equity interests3.23.2
Less: Income attributable to noncontrolling interests53.53.1
Net Income Attributable to SUI Common Shareholders$1,273.6$52.1

(1)Other segment items for each reportable segment include:

MH and RV – costs related to home sales and ancillary, specifically payroll, utilities, legal, taxes and insurance, supplies and repairs, and other expenses.

UK – other costs related to home sales and ancillary, specifically home sales commission expense, payroll, utilities, legal, taxes, and insurance, supplies and repairs, and other expenses.

Six Months Ended
June 30, 2025 · June 30, 2024
MH · RV · UK · Total · MH · RV · UK · Total
Revenue
Income from real property$498.6$159.3$64.8$477.0$150.6$66.4
Income from real property - transient0.791.519.70.7102.116.3
Home sales56.713.996.775.915.185.4
Ancillary4.029.820.84.531.118.3
Total Functional Revenue$560.0$294.5$202.0$1,056.5$558.1$298.9$186.4$1,043.4
Expenses
Payroll - Real property29.542.614.629.643.214.2
Utilities - Real property48.433.216.045.431.215.3
Legal, taxes, and insurance - Real property15.56.40.717.97.50.8
Supplies and repairs - Real property21.415.111.320.613.39.1
Other expenses - Real property6.521.56.56.018.95.8
Real estate taxes - Real property36.914.44.134.913.23.6
Home sales - Cost of sales58.948.0
Ancillary - Cost of goods sold7.37.1
Other segment items(1)53.033.325.865.733.722.6
Total NOI$348.8$128.0$56.8$533.6$338.0$137.9$59.9$535.8
Adjustments to arrive at net income
Interest income20.99.7
Brokerage commissions and other revenues, net16.312.4
General and administrative expense(118.2)(111.6)
Catastrophic event-related charges, net(0.3)(9.5)
Depreciation and amortization(251.1)(244.0)
Asset impairments(190.1)(30.4)
Loss on extinguishment of debt (see Note 10)(102.4)(0.6)
Interest expense(140.3)(179.5)
Gain / (loss) on foreign currency exchanges48.1(1.7)
Gain / (loss) on dispositions of properties(2.4)7.9
Other income / (expense), net37.6(3.5)
Loss on remeasurement of notes receivable(1.6)(1.1)
Income from nonconsolidated affiliates (see Note 9)6.84.4
Gain / (loss) on remeasurement of investment in nonconsolidated affiliates(1.5)5.3
Current tax expense (see Note 14)(8.0)(7.0)
Deferred tax benefit (see Note 14)37.39.4
Net Loss from Continuing Operations(115.3)(4.0)
Income from discontinued operations, net1,404.036.9
Net Income1,288.732.9
Less: Preferred return to preferred OP units / equity interests6.36.4
Less: Income attributable to noncontrolling interests51.61.8
Net Income Attributable to SUI Common Shareholders$1,230.8$24.7

(1)Other segment items for each reportable segment include:

MH and RV – costs related to home sales and ancillary, specifically payroll, utilities, legal, taxes and insurance, supplies and repairs, and other expenses.

UK – other costs related to home sales and ancillary, specifically home sales commission expense, payroll, utilities, legal, taxes, and insurance, supplies and repairs, and other expenses.

June 30, 2025December 31, 2024
MHRVUKConsolidatedMHRVUKConsolidated
Identifiable Assets
Investment property, net$4,981.0$3,406.9$2,345.2$10,733.1$5,114.7$3,505.8$2,244.6$10,865.1
Cash, cash equivalents and restricted cash949.4489.024.71,463.132.316.78.157.1
Inventory of manufactured homes81.627.163.3172.052.415.362.1129.8
Notes and other receivables, net237.873.534.4345.7233.4121.475.3430.1
Collateralized receivables, net46.6——46.651.2——51.2
Goodwill—9.5—9.5—9.5—9.5
Other intangible assets, net7.325.069.4101.79.526.366.7102.5
Other assets, net236.242.290.9369.3261.137.0144.3442.4
Assets held for sale & discontinued operations, net———121.1—47.2—4,461.7
Total Assets$6,539.9$4,073.2$2,627.9$13,362.1$5,754.6$3,779.2$2,601.1$16,549.4
June 30, 2025% of TotalDecember 31, 2024% of Total
North America(1)$10,734.280.3%$13,948.384.3%
United Kingdom2,627.919.7%2,601.115.7%
Total Assets$13,362.1100.0%$16,549.4100.0%

(1)Includes $121.1 million and $4.4 billion of total assets from discontinued operations as of June 30, 2025 and December 31, 2024, respectively. Refer to Note 2, "Assets Held for Sale and Discontinued Operations," for additional information.

  1. Income Taxes

We have elected to be taxed as a real estate investment trust ("REIT") pursuant to Section 856(c) of the Internal Revenue Code of 1986, as amended ("Code"). In order for us to qualify as a REIT, at least 95% of our gross income in any year must be derived from qualifying sources. In addition, a REIT must distribute annually at least 90% of its REIT taxable income (calculated without any deduction for dividends paid and excluding capital gains) to its shareholders and meet other tests.

Qualification as a REIT involves the satisfaction of numerous requirements (on an annual and quarterly basis) established under highly technical and complex Code provisions for which there are limited judicial or administrative interpretations and involves the determination of various factual matters and circumstances not entirely within our control. In addition, frequent changes occur in the area of REIT taxation, which requires us to continually monitor our tax status. We analyzed the various REIT tests and confirmed that we continued to qualify as a REIT during the three and six months ended June 30, 2025.

As a REIT, we generally will not be subject to U.S. federal income taxes at the corporate level on the ordinary taxable income we distribute to our shareholders as dividends. If we fail to qualify as a REIT in any taxable year, our taxable income could be subject to U.S. federal income tax at regular corporate rates. Even if we qualify as a REIT, we may be subject to certain state and local income taxes, as well as U.S. federal income and excise taxes on our undistributed income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state, and local income taxes. However, we have a valuation allowance on our taxable REIT subsidiaries' deferred tax assets. During the three months ending June 30, 2025, we released a valuation allowance of $17.7 million to partially offset the Safe Harbor Marina gain on sale. Refer to Note 2, "Assets Held for Sale and Discontinued Operations," for additional details related to the Safe Harbor Sale. We are also subject to local income taxes in Canada and the United Kingdom due to certain properties located in those jurisdictions. We do not provide for withholding taxes on our undistributed earnings from our Canadian subsidiaries as they are reinvested and will continue to be reinvested indefinitely outside of the U.S. As currently structured, we are not subject to United Kingdom withholding taxes on distributions from our United Kingdom properties. We also may be subject to Australian withholding taxes on dividends from our Australian subsidiaries.

  1. Earnings / (Loss) Per Share

Earnings / (loss) per share ("EPS") is computed by dividing net earnings / (loss) by the weighted average number of common shares outstanding during the period on a basic and diluted basis. We calculate diluted EPS using the more dilutive of the treasury stock method and the two-class method for stock option and restricted common shares, the treasury stock method for forward equity sales and the if converted method for convertible units. Our potentially dilutive securities include our potential common shares related to our forward equity offerings, our unvested restricted common shares, and our Operating Partnership outstanding common and preferred OP units, which, if converted or exercised, may impact dilution.

Diluted EPS considers the impact of potentially dilutive securities except when the potential common shares have an anti-dilutive effect. Our unvested restricted stock common shares contain rights to receive non-forfeitable distributions and participate equally with common stock with respect to distributions issued or declared, and thus, are participating securities, requiring the two-class method of computing EPS. In calculating the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average number of shares outstanding during the period. The two-class method determines EPS by (1) dividing the sum of distributed earnings and undistributed earnings allocated to common shareholders by the weighted average number of shares of common stock outstanding for the period; and (2) dividing the sum of distributed earnings and undistributed earnings allocated to participating securities by the weighted average number of shares of participating securities for the period. The remaining potential dilutive common shares do not contain rights to distributions and are included in the computation of diluted EPS.

Computations of basic and diluted EPS were as follows (in millions, except for per share data):

Three Months EndedSix Months Ended
June 30, 2025June 30, 2024June 30, 2025June 30, 2024
Numerator for basic EPS
Net income / (loss) from continuing operations$(92.2)$32.7$(115.3)$(4.0)
Preferred return to preferred OP units equity interests(3.2)(3.2)(6.3)(6.4)
Income attributable to noncontrolling interests(53.5)(3.1)(51.6)(1.8)
Net income / (loss) from continuing operations attributable to SUI common shareholders(148.9)26.4(173.2)(12.2)
Less: allocation to restricted stock awards7.20.37.00.1
Basic earnings - net income / (loss) from continuing operations after allocation to restricted stock awards(156.1)26.1(180.2)(12.3)
Basic earnings - net income from discontinued operations1,422.525.71,404.036.9
Basic earnings - net income attributable to common shareholders after allocation to restricted stock awards$1,266.4$51.8$1,223.8$24.6
Numerator for diluted EPS
Basic earnings - net income / (loss) from continuing operations after allocation to restricted stock awards$(156.1)$26.1$(180.2)$(12.3)
Add: allocation to restricted stock awards———0.4
Diluted net income / (loss) from continuing operations attributable to SUI common shareholders(156.1)26.1(180.2)(11.9)
Diluted net income from discontinued operations1,422.525.71,404.036.9
Diluted earnings - net income attributable to common shareholders after allocation to common and preferred OP units(1)$1,266.4$51.8$1,223.8$25.0
Denominator
Weighted average common shares outstanding126.4123.7126.5123.7
Add: dilutive restricted stock————
Add: common and preferred OP units dilutive effect———2.7
Diluted weighted average common shares and securities(1)126.4123.7126.5126.4
EPS Available to Common Shareholders After Allocation
Basic earnings / (loss) per share from continuing operations$(1.23)$0.21$(1.42)$(0.10)
Basic earnings per share from discontinued operations11.250.2111.100.30
Basic earnings per share$10.02$0.42$9.68$0.20
Diluted earnings / (loss) per share from continuing operations$(1.23)$0.21$(1.42)$(0.09)
Diluted earnings per share from discontinued operations11.250.2111.100.29
Diluted earnings per share(1)$10.02$0.42$9.68$0.20

(1) For the three and six months ended June 30, 2025 and 2024, diluted earnings per share was calculated using the two-class stock method for restricted common shares as the application of this method resulted in a more diluted earnings per share during those periods.

We have excluded certain potentially dilutive securities from the computation of diluted EPS because the inclusion of those securities would have been anti-dilutive for the periods presented. The following table presents the outstanding securities that were excluded from the computations of diluted EPS as of June 30, 2025 and 2024 (in thousands):

As of
June 30, 2025June 30, 2024
Common OP units2,8832,690
A-1 preferred OP units170192
A-3 preferred OP units4040
Series C preferred OP units292297
Series D preferred OP units489489
Series E preferred OP units8080
Series F preferred OP units7090
Series G preferred OP units5206
Series H preferred OP units581581
Series J preferred OP units236238
Series K preferred OP units1,0001,000
Series L preferred OP units2020
Redemption rights - Series G preferred OP units(1)201N/A
Total Securities6,0675,923

(1)In January 2025, we issued a redemption right to repurchase Series G preferred OP units to a real estate developer as part of a non-monetary transaction. The redemption right was antidilutive during the three and six months ended June 30, 2025. Refer to Note 11, "Equity and Temporary Equity," for additional information.

  1. Derivative Financial Instruments

We utilize treasury rate lock contracts, interest rate swaps, and forward swaps for interest rate risk management purposes. We have also periodically entered into forward swaps to hedge foreign currency exchange risk exposures. We do not enter into derivative instruments for speculative purposes. As of June 30, 2025 and December 31, 2024, we held 5 and 11 derivative contracts, respectively, which have each been designated as cash flow hedges under ASC 815, "Derivatives and Hedging." The risk being hedged is the interest rate risk related to forecasted debt issuance transactions, and the benchmark interest rates used is the SOFR Rate. The unrealized gains or losses on the derivative instruments are recorded in AOCI and are reclassified to Interest expense on the Consolidated Statements of Operations during the same period in which the hedged transaction affects earnings. We estimate that $3.5 million will be reclassified as a reduction to Interest expense over the next 12 months for all of our outstanding cash flow hedges.

Derivative Contract Activity

During the three months ended June 30, 2025, we entered intosix forward swap contracts with a notional amount totaling $1.0 billion (equivalent to £768.0 million) to hedge a planned repayment of a GBP debt borrowing. In conjunction with the repayment of the debt borrowing during the same period, we settled the forward swap contracts and recognized a gain of $14.4 million, which was recorded within Gain / (loss) on foreign currency exchanges on the Consolidated Statements of Operations.

During the three months ended June 30, 2025, we also terminated three interest rate swap contracts with an aggregate notional amount of $150.0 million in conjunction with the settlement of outstanding debt obligations on our Senior Credit Facility. We recorded a loss on termination of $1.3 million, which was recorded to Other income / (expense), net on the Consolidated Statements of Operations.

During the three months ended June 30, 2025, three forward swaps with a notional amount totaling $646.4 million (equivalent to £500.0 million) expired upon reaching their respective maturity dates.

The following table presents the gross fair value amounts of our derivative financial instruments and the associated notional amounts (in millions):

June 30, 2025December 31, 2024
Derivatives Designated as Cash Flow HedgesNotionalFair Value of Assets(1)Fair Value of Liabilities(2)NotionalFair Value of Assets(1)Fair Value of Liabilities(2)
Interest rate derivatives$150.0$0.7$1.3$927.6$6.3$1.3

(1)Included within Other assets, net on the Consolidated Balance Sheets.

(2)Included within Other liabilities on the Consolidated Balance Sheets.

Refer to Note 17, "Fair Value Measurements," for additional information related to the fair value methodology used for derivative financial instruments.

The following table presents the gains / (losses) on derivatives in cash flow hedging relationships recognized in OCI (in millions):

Three Months EndedSix Months Ended
Derivatives Designated as Cash Flow HedgesJune 30, 2025June 30, 2024June 30, 2025June 30, 2024
Interest rate derivatives$0.2$2.6$(3.6)$11.4

The following table presents the amount of gains on derivative instruments reclassified from AOCI into earnings (in millions):

Derivatives Designated as Cash Flow Hedges · Financial Statement Classification · Three Months Ended · Six Months Ended
June 30, 2025 · June 30, 2024 · June 30, 2025 · June 30, 2024
Interest rate derivativesInterest expense / Other (income) / expense$9.7$5.0$13.3$9.9

During the three months ended June 30, 2025, we released net accumulated gains of $8.7 million from AOCI to earnings in conjunction with the settlement of the 2029 and 2033 Note Redemptions and the repayment of certain mortgage term loans. The debt instruments were previously classified as hedged transactions under ASC 815, "Derivatives and Hedging," and the extinguishment of the related debt obligations resulted in the discontinuation of the cash flow hedge relationship. The net accumulated gains were recorded to Other income / (expense), net on the Consolidated Statements of Operations.

  1. Fair Value Measurements

Our financial instruments consist primarily of cash, cash equivalents and restricted cash, notes and other receivables, derivative assets and liabilities, debt and other liabilities. We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures, pursuant to ASC 820, "Fair Value Measurements and Disclosures." The following methods and assumptions were used in order to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

ASC 820, "Fair Value Measurements and Disclosures," requires disclosure regarding determination of fair value for assets and liabilities and establishes a hierarchy under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair value hierarchy:

Level 1 - Quoted unadjusted prices for identical instruments in active markets that we have the ability to access;

Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical, or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severity, etc.) in active markets or can be corroborated by observable market data; and

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The unobservable inputs reflect our assumptions about the assumptions that market participants would use.

Assets by Hierarchy Level

The table below sets forth our financial assets and liabilities (in millions) that required disclosure of fair value on a recurring basis as of June 30, 2025. The table presents the carrying values and fair values of our financial instruments as of June 30, 2025 and December 31, 2024, that were measured using the valuation techniques described above. The table excludes other financial instruments such as other receivables and accounts payable as the carrying values associated with these instruments approximate their fair value since their maturities are less than one year. These financial instruments are classified as Level 1 in the hierarchy.

Fair Value
Carrying ValueQuoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total
Financial Assets
Cash, cash equivalents and restricted cash$1,463.1$1,463.1$—$—$1,463.1
Installment notes receivable on manufactured homes, net116.3——116.3116.3
Notes receivable from real estate developers and operators93.1——93.193.1
Collateralized receivables, net46.6——46.646.6
Derivative assets0.7—0.7—0.7
Total Assets Measured at Fair Value$1,719.8$1,463.1$0.7$256.0$1,719.8
Financial Liabilities
Mortgage loans payable$2,451.6$—$2,235.5$—$2,235.5
Secured borrowings on collateralized receivables46.6——46.646.6
Total secured debt2,498.2—2,235.546.62,282.1
Unsecured debt - senior unsecured notes1,785.3—1,635.4—1,635.4
Derivative liabilities1.3—1.3—1.3
Total Liabilities Measured at Fair Value$4,284.8$—$3,872.2$46.6$3,918.8
Fair Value
Carrying ValueQuoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total
Financial Assets
Cash, cash equivalents and restricted cash$57.1$57.1$—$—$57.1
Installment notes receivable on manufactured homes, net93.9——93.993.9
Notes receivable from real estate developers and operators148.5——148.5148.5
Collateralized receivables, net51.2——51.251.2
Derivative assets6.3—6.3—6.3
Total Assets Measured at Fair Value$357.0$57.1$6.3$293.6$357.0
Financial Liabilities
Mortgage loans payable$3,212.2$—$2,952.4$—$2,952.4
Secured borrowings on collateralized receivables51.2——51.251.2
Total secured debt3,263.4—2,952.451.23,003.6
Unsecured debt
Senior unsecured notes2,676.3—2,476.8—2,476.8
Line of credit1,413.1—1,413.1—1,413.1
Total unsecured debt4,089.4—3,889.9—3,889.9
Derivative liabilities1.3—1.3—1.3
Other financial liabilities (contingent consideration)11.3——11.311.3
Total Liabilities Measured at Fair Value$7,365.4$—$6,843.6$62.5$6,906.1

We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The following methods and assumptions were used in order to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash, Cash Equivalents and Restricted Cash

The carrying values of cash, cash equivalents and restricted cash approximate their fair market values due to the short-term nature of the instruments. These are classified as Level 1 in the hierarchy. Refer to Note 4, "Cash, Cash Equivalents and Restricted Cash," for additional information.

Installment Notes Receivable on Manufactured Homes and Collateralized Receivables

Installment notes receivable on manufactured homes are recorded at fair value and are measured using model-derived indicative pricing using primarily unobservable inputs, inclusive of default rates, interest rates and recovery rates (Level 3). Refer to Note 6, "Notes and Other Receivables," and Note 7, "Collateralized Receivables and Transfers of Financial Assets," for additional information.

Notes Receivable from Real Estate Developers and Operators

Notes receivable from real estate developers and operators are recorded at fair value and are measured using model-derived indicative pricing using primarily unobservable inputs including interest rates and counterparty performance (Level 3). The carrying values of the notes generally approximate their fair market values either due to the nature of the note and / or the note being secured primarily by underlying real estate and other collateral and / or personal guarantees. Refer to Note 6, "Notes and Other Receivables," for additional information.

Derivative Assets and Liabilities - Interest Rate Derivatives

Interest rate derivatives are recorded at fair value and consist of interest rate swaps and forward swaps. The fair value of these financial instruments are measured using observable inputs based on the SOFR and SONIA Rates, respectively (Level 2).

Secured Debt

Secured debt consists primarily of our mortgage term loans. The fair value of mortgage term loans is based on management estimates and on rates currently quoted, rates currently prevailing for comparable loans and instruments of comparable maturities (Level 2). Refer to Note 10, "Debt and Line of Credit," for additional information.

Secured borrowings on collateralized receivables - recorded at fair value and adjusted based on the same interest rates as the related collateralized receivables (Level 3). Refer to Note 7, "Collateralized Receivables and Transfers of Financial Assets," and Note 10, "Debt and Line of Credit," for additional information.

Unsecured Debt

Senior unsecured notes - the fair value of senior unsecured notes is based on the estimates of management and on rates currently quoted, rates currently prevailing for comparable loans and instruments of comparable maturities (Level 2). Refer to Note 10, "Debt and Line of Credit," for additional information.

Other Financial Liabilities

We estimate the fair value of contingent consideration liabilities based on valuation models using significant unobservable inputs that generally consider discounting of future cash flows using market interest rates and adjusting for non-performance risk over the remaining term of the liability (Level 3).

Level 3 Reconciliation, Measurements and Transfers

We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur. Availability of secondary market activity and consistency of pricing from third-party sources impacts our ability to classify securities as Level 2 or Level 3. There were no transfers into or out of Level 3 during the six months ended June 30, 2025.

The following tables summarize changes to our financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy for the three and six months ended June 30, 2025 and 2024 (in millions):

Three Months Ended
June 30, 2025 · June 30, 2024
Assets · Installment Notes Receivable on MH, net · Notes Receivable From Real Estate Developers and Operators · Collateralized Receivables, net · Installment Notes Receivable on MH, net · Notes Receivable From Real Estate Developers and Operators · Collateralized Receivables, net
Level 3 beginning balance at March 31, 2025 and 2024$105.6$89.5$49.3$38.3$127.7$56.5
Realized losses(1.4)(1)—(0.5)(2)(0.4)(1)——
Purchases and issuances14.32.5—18.04.2—
Sales and settlements(2.2)(1.0)(1.9)(1.2)(0.6)(2.2)
Dispositions of properties——(0.3)(0.2)——
Foreign currency exchange gains—2.1————
Level 3 ending balance at June 30, 2025 and 2024$116.3$93.1$46.6$54.5$131.3$54.3

(1)Recorded within Loss on remeasurement of notes receivable on the Consolidated Statements of Operations.

(2) Recorded within Other income / (expense), net on the Consolidated Statements of Operations.

Six Months Ended
June 30, 2025 · June 30, 2024
Assets · Installment Notes Receivable on MH, net · Notes Receivable From Real Estate Developers and Operators · Collateralized Receivables, net · Installment Notes Receivable on MH, net · Notes Receivable From Real Estate Developers and Operators · Collateralized Receivables, net
Level 3 beginning balance at December 31, 2024 and 2023$93.9$148.5$51.2$19.6$134.5$56.2
Realized gains / (losses)(1.6)(1)—(0.5)(2)(0.4)(1)(0.7)(1)1.6(3)
Purchases and issuances27.74.1—37.49.2—
Sales and settlements(3.7)(61.7)(3.1)(1.9)(11.6)(3.5)
Dispositions of properties——(1.0)(0.2)——
Foreign currency exchange gains / (losses)—2.2——(0.1)—
Level 3 ending balance at June 30, 2025 and 2024$116.3$93.1$46.6$54.5$131.3$54.3

(1)Recorded within Loss on remeasurement of notes receivable on the Consolidated Statements of Operations.

(2) Recorded within Other income / (expense), net on the Consolidated Statements of Operations.

Three Months Ended
June 30, 2025June 30, 2024
LiabilitiesSecured Borrowing on Collateralized ReceivablesContingent ConsiderationSecured Borrowing on Collateralized ReceivablesContingent Consideration
Level 3 beginning balance March 31, 2025 and 2024$49.3$0.8$56.1$11.3
Realized gains(1)(0.5)———
Purchases and issuances——0.4—
Sales and settlements(2.2)—(2.2)—
Dispositions of properties—(2.3)——
Other adjustments—1.5——
Level 3 ending balance at June 30, 2025 and 2024$46.6$—$54.3$11.3

(1)Recorded within Other income / (expense), net on the Consolidated Statements of Operations.

Six Months Ended
June 30, 2025June 30, 2024
LiabilitiesSecured Borrowing on Collateralized ReceivablesContingent ConsiderationSecured Borrowing on Collateralized ReceivablesContingent Consideration
Level 3 beginning balance December 31, 2024 and 2023$51.2$11.3$55.8$11.3
Realized (gains) / losses(1)(0.5)—1.6—
Purchases and issuances——0.4—
Sales and settlements(4.1)(9.0)(3.5)—
Dispositions of properties—(2.3)—
Level 3 ending balance at June 30, 2025 and 2024$46.6$—$54.3$11.3

(1)Recorded within Other income / (expense), net on the Consolidated Statements of Operations.

Fair Value Measurements on a Nonrecurring Basis

We review the carrying value of long-lived assets to be held for use for impairment quarterly or whenever events or changes in circumstances indicate a possible impairment. During the three months ended June 30, 2025, we recognized asset impairment charges of $132.7 million within the UK segment to reduce the carrying value ofthree development properties to an aggregate fair value of $8.9 million, driven by our contemplated change in strategic plan for these properties. The fair value measurement was determined using an income approach and Level 3 inputs based on a probability weighted holding period and estimated sale price for the assets. We also recorded a deferred tax benefit of $29.5 million during the three months ended June 30, 2025 in conjunction with the impairment.

During the three months ended June 30, 2025 we also recorded asset impairment charges of $32.2 million to reduce the carrying value ofthree RV properties in the U.S. and Canada to an aggregate fair value of $86.4 million, driven by our contemplated change in strategic plan for these properties. The fair value measurement was determined using an income approach and Level 3 inputs based on a probability weighted holding period and estimated sale price for the assets.

During the three months ended March 31, 2025, we recognized asset impairment charges of $20.5 million related to pre-construction development costs atseven of our MH and RV properties for which the related development projects are no longer probable of being realized. The impairment charges reduce the aggregate carrying values of the impaired properties to $93.4 million. The fair value measurement was determined by estimating discounted cash flows using certain unobservable Level 3 inputs, based on the expectation that the development projects are no longer probable of being realized.

Although we have determined the estimated fair value amounts using available market information and commonly accepted valuation methodologies, considerable judgment is required in interpreting market data to develop fair value estimates. The fair value estimates are based on information available as of June 30, 2025. As such, our estimates of fair value could differ significantly from the actual carrying value.

  1. Commitments and Contingencies

Legal Proceedings - Class Action Litigation

Since August 31, 2023, several putative class action complaints have been filed in the U.S. District Court for the Northern District of Illinois, Eastern Division, against Datacomp Appraisal Systems, Inc., us, andnine other large MH operators in the U.S. The complaint alleges that the defendants have violated federal antitrust laws by sharing and receiving competitively sensitive non-public information to maintain artificially high site rents. The complaints have been consolidated into the case captioned In re Manufactured Home Lot Rents Antitrust Litigation, No. 1:23-cv-06715.

Plaintiffs seek both injunctive and monetary damages, as well as attorneys' fees. We are unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in this litigation. If an unfavorable result were to occur, it is possible that the impact could be material to our results of operations in the periods in which any such outcome becomes probable and estimable.

We believe that the plaintiffs' allegations are without merit and intend to defend against them vigorously. However, litigation is inherently uncertain and there can be no assurance regarding the likelihood that our defense of this litigation will be successful.

Other Legal Proceedings

We are involved in various other legal proceedings arising in the ordinary course of business. All such proceedings, taken together, are not expected to have a material adverse impact on our results of operations or financial condition.

Catastrophic Event-Related Charges

Hurricanes Helene and Milton -In September and October 2024, Hurricane Helene and Hurricane Milton, respectively, made landfall in Florida and subsequently impacted several of our properties in the Southeastern and Mid-Atlantic region of the U.S.

Estimated property insurance recoveries, excluding business interruption recoveries, of $37.6 million related to Hurricane Helene and Hurricane Milton, were recorded in Notes and other receivables, net, on the Consolidated Balance Sheets as of June 30, 2025. The table below sets forth changes in estimated property insurance recoveries, excluding business interruption recoveries (in millions):

Total estimated insurance receivable - December 31, 2024$16.7
Change in estimated property insurance recoveries27.4
Proceeds received from insurer(6.5)
Total estimated insurance receivable - June 30, 2025$37.6

Hurricane Ian -In September 2022, Hurricane Ian primarily affected three RV properties in the Fort Myers area, comprising approximately 2,500 sites. We maintain property, casualty, flood, and business interruption insurance for our community portfolio, subject to customary deductibles and limits.

Estimated property insurance recoveries, excluding business interruption recoveries, of $10.2 million related to Hurricane Ian, were recorded in Notes and other receivables, net, on the Consolidated Balance Sheets as of June 30, 2025. The table below sets forth changes in estimated property insurance recoveries, excluding business interruption recoveries (in millions):

Total estimated insurance receivable - December 31, 2024$49.2
Change in estimated property insurance recoveries0.3
Proceeds received from insurer(39.3)
Total estimated insurance receivable - June 30, 2025$10.2

We are actively working with our insurance providers on claims for business interruption recoveries. During the six months ended June 30, 2025 we received and recognized $10.7 million, net of deductibles, as business interruption recoveries for lost earnings from Hurricane Ian. The related communities are under redevelopment and we have gradually started to lease developed sites at these communities to customers. However, we currently cannot estimate a date when operating results will be restored to pre-hurricane levels. Our business interruption insurance policy provides for up to 60 months of coverage from the date of restoration.

Other -In December 2023, one of our RV properties with approximately 300 sites sustained property damage due to heavy rainfall and flooding in the North Conway, New Hampshire area. During the year ended December 31, 2024, we recognized incremental charges of $12.0 million related to the impacted property, comprised of $3.1 million for impaired assets and $8.9 million for debris removal, cleanup, and repairs. We received $6.4 million in insurance proceeds during the year ended December 31, 2024 related to the flood event. The charges and related proceeds were recorded within Catastrophic event-related charges, net in our Consolidated Statements of Operations. The foregoing estimates are based on current information available after the preliminary review of the damages incurred. Actual charges and insurance recoveries could differ from these estimates. Any changes to these estimates will be recognized in the period(s) in which they are determined.

The foregoing estimates are based on current information available, and we continue to assess these estimates. Actual charges and insurance recoveries could vary significantly from these estimates. Any changes to these estimates will be recognized in the period(s) in which they are determined.

  1. Leases

Lessee Accounting

We lease land under non-cancelable operating leases at certain MH, RV, and UK properties expiring at various dates through 2100. The majority of the leases have terms requiring fixed payments plus additional rents based on a percentage of revenues at those properties. We also have other operating leases, primarily office space and equipment expiring at various dates through 2042.

Future minimum lease payments under non-cancellable leases as of June 30, 2025 where we are the lessee include (in millions):

Maturity of Lease LiabilitiesFinance LeasesOperating LeasesTotal
2025 (excluding six months ended June 30, 2025)$0.6$2.9$3.5
20261.05.86.8
20270.94.45.3
20280.93.84.7
20290.73.44.1
Thereafter39.376.7116.0
Total Lease Payments$43.4$97.0$140.4
Less: Imputed interest(32.7)(61.1)(93.8)
Present Value of Lease Liabilities$10.7$35.9$46.6

Right-of-use ("ROU") assets and lease liabilities for finance and operating leases as included in our Consolidated Balance Sheets are as follows (in millions):

Financial Statement Classification · As of
Description · June 30, 2025 · December 31, 2024
Lease Assets
Finance lease - ROU asset, net of accumulated amortizationInvestment property, net$27.4$31.3
Operating lease - ROU asset, netOther assets, net$56.6$52.4
Below market operating leases, netOther assets, net$24.2$24.6
Lease Liabilities
Finance lease liabilitiesOther liabilities$10.7$14.2
Operating lease liabilitiesOther liabilities$35.9$34.5

The components of lease costs for finance and operating leases as included in our Consolidated Statements of Operations are as follows (in millions):

Financial Statement Classification · Three Months Ended · Six Months Ended
Description · June 30, 2025 · June 30, 2024 · June 30, 2025 · June 30, 2024
Finance Lease Cost
Amortization of ROU assetsDepreciation and amortization$—$0.7$0.3$1.4
Interest on lease liabilitiesInterest expense—0.20.20.4
Operating lease costGeneral and administrative expense, Property operating and maintenance,Depreciation and amortization1.60.52.51.6
Variable lease costProperty operating and maintenance0.40.30.80.7
Total Lease Cost$2.0$1.7$3.8$4.1

Lease term, discount rates and additional information for finance and operating leases are as follows:

As of
June 30, 2025December 31, 2024
Lease Term and Discount Rate
Weighted-average Remaining Lease Terms (years)
Finance lease47.6633.79
Operating lease36.0842.59
Weighted-average Discount Rate
Finance lease3.78%3.63%
Operating lease3.90%3.90%
Six Months Ended
June 30, 2025June 30, 2024
Other Information (in millions)
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash outflows for operating leases$2.1$1.5
Financing cash outflows for finance leases4.30.4
Total Cash Paid on Lease Liabilities$6.4$1.9

Lessor Accounting

We are not the lessor for any finance leases at our properties as of June 30, 2025. Nearly all of our operating leases with our residents and customers at our properties where we are the lessor are for a time period not to exceed one year or month-to-month. As of June 30, 2025, future minimum lease payments with our residents or customers would not exceed 12 months. We do not have any operating leases with real estate operators on our properties.

Failed Sale Leaseback

In connection with our acquisition of Park Holidays, we assumed ground lease arrangements for 34 UK properties that we concluded to be failed sale-leaseback transactions under ASC 842, "Leases." The arrangements have maturities ranging from 2117 through 2197 with an option to repurchase for £1.00 at the end of the term. The obligation related to the underlying ground leases has been recorded as a financial liability in Other Liabilities on the Consolidated Balance Sheets. During the three months ended June 30, 2025, we repurchased the titles to 22 UK properties that were previously controlled via ground leases for a total cash payment of $199.2 million, inclusive of taxes and fees. The ground leases terminations reduced our financial liability by $193.8 million and resulted in a gain of $26.0 million, which was recorded to Other income / (expense), net on the Consolidated Statements of Operations, and recorded a receivable of $31.4 million for Value-added Taxes.

The financial liability was $195.1 million and $355.9 million as of June 30, 2025 and December 31, 2024, respectively. The following table presents the future minimum rental payments for this financial liability as of June 30, 2025 (in millions):

Maturity of Financial LiabilityJune 30, 2025
2025 (excluding six months ended June 30, 2025)$3.1
20266.3
20276.3
20286.4
20296.5
Thereafter933.4
Total Payments962.0
Less: Imputed interest(766.9)
Present Value of Financial Liability$195.1
  1. Recent Accounting Pronouncements

Recent Accounting Pronouncements - Not Yet Adopted

In October 2023, the FASB issued ASU 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative," which adds interim and annual disclosure requirements to the US GAAP codification at the request of the SEC. The new guidance is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. These disclosure requirements are currently included in either SEC Regulation S-X or SEC Regulation S-K. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited and the amendments should be applied prospectively. If the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K by June 30, 2027, the amendments will be removed from the US GAAP codification and will not be effective.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which requires disclosure of specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, this amendment requires certain disclosure of income taxes paid disaggregated by federal, state and foreign taxes, and the amount of income taxes paid disaggregated by individual jurisdiction in which income taxes paid meet a quantitative threshold. The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures. This ASU is effective for fiscal years beginning after December 15, 2024 and will be effective for our annual reporting for the year ending December 31, 2025. Early adoption is permitted and the amendments should be applied prospectively. We are currently evaluating the provisions of this amendment and the impact on our Consolidated Financial Statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220-40)," which requires disaggregated disclosure of certain expense captions into specified categories within the footnotes to the financial statements. This ASU is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the provisions of this amendment and the impact on our Consolidated Financial Statements and related disclosures.

  1. Subsequent Events

In July 2025, we repurchased approximately 0.8 million shares of our common stock at an average cost of $126.19 per share for a total of $97.4 million.

Chief Executive Officer Transition Announcement

In July 2025, our Board of Directors appointed Charles D. Youngas the Company's new Chief Executive Officer ("CEO"), effective October 1, 2025(the "Start Date"). Mr. Young, who will also join the Company's Board of Directors, succeeds Gary Shiffman, who previously announced his planned retirement from the role of CEO after a distinguished 40 years leading Sun Communities. The Company and Mr. Young entered into an employment agreement dated July 20, 2025 (the "Employment Agreement") under which Mr. Young will serve as the Company's CEO beginning on the Start Date. The term of the Employment Agreement will be forfive years beginning on the Start Date and is automatically renewable thereafter for successiveone-year terms unless either party timely terminates the agreement.

On the Start Date, Mr. Young will receive (i) for 2025, a grant of restricted shares of the Company's common stock with a target grant date value of $3.6 million; (ii) a retention-based unrestricted stock grant with a target grant date value of $1.0 million, which will be fully vested upon its issuance; (iii) a retention-based restricted stock grant with a target grant date value of $4.0 million, which will vest ratably over afour-year period; (iv) a retention based cash bonus of $0.8 million, and (v) relocation benefits having a value of $0.3 million. If the Company unilaterally rescinds its offer of employment to Mr. Young before the Start Date, other than for a reason that would permit the Company to terminate the Employment Agreement for cause, he will receive the severance payments and continued health coverage benefits described in the Employment Agreement, and $9.9 million in lieu of the payments and benefits described in the Employment Agreement. Refer to the Form 8-K filed with the SEC on July 23, 2025 for additional details related to Mr. Young's Employment Agreement.

We have evaluated our Consolidated Financial Statements for subsequent events through the date that this Form 10-Q was issued.

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