SUN COMMUNITIES INC
For the period ended Jun 30, 2025. Filed Jul 31, 2025.
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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
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Item 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the risk factors described in Part 1, Item 1A., "Risk Factors," in our 2024 Annual Report and Part II, Item 1A., "Risk Factors," in our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, which could materially affect our business, financial condition, or future results. There have been no material changes to the disclosure on these matters as set forth in such report.
Holders of our OP units have converted the following units during the three months ended June 30, 2025:
| Three Months Ended | |||
|---|---|---|---|
| Series | Conversion Rate | Units / Shares Converted | Common Stock(1) |
| Common OP units | 1.0000 | 61,518 | 61,518 |
| Series A-1 preferred OP units | 2.4390 | 1,124 | 2,740 |
| Series H preferred OP units | 0.6098 | 765 | 465 |
(1)Calculation may yield minor differences due to rounding incorporated in the above numbers.
All of the securities described above were issued in private placements in reliance on Section 4(a)(2) of the Securities Act, including Regulation D promulgated thereunder. No underwriters were used in connection with any of such issuances.
Purchases of Equity Securities
The following table summarizes our common stock repurchases during the three months ended June 30, 2025 (in millions, except for number of shares and per share amounts):
| Period | Total number of shares purchased(1) | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs(2) |
|---|---|---|---|---|
| April 1, 2025 - April 30, 2025 | 3,881 | $114.47 | — | $— |
| May 1, 2025 - May 31, 2025 | 172 | $119.65 | 373,733 | $954.7 |
| June 1, 2025 - June 30, 2025 | — | $— | 1,261,334 | $797.2 |
| Total | 4,053 | $114.69 | 1,635,067 |
(1) During the three months ended June 30, 2025, we withheld 4,053 shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted stock awards. The value of the common stock withheld was based on the closing price of our common stock on the applicable vesting date.
(2) On April 30, 2025, we announced by press release that our Board of Directors authorized a 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 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. Refer to Note 11, "Equity and Temporary Equity," for additional information regarding our Stock Repurchase Program.
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