SUN COMMUNITIES INC

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 2025 Annual Report, and in Item 8.01 of our Current Report on Form 8-K filed on May 21, 2026, which could materially affect our business, financial condition, or future results. We have updated our risk factors set forth in such reports with the risk factor described below:

We have been and may in the future be required to write down long-lived assets due to impairment, which could have a material and adverse effect on our financial condition, liquidity, and results of operations, and the market price of our common stock.

Declines in the value of our real estate assets may result in the recognition of impairment charges. 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. Future events could occur which would cause us to conclude that impairment indicators exist, and significant adverse changes in national, regional, or local market conditions or trends may cause us to change the estimates and assumptions used in our impairment analysis. The results of an impairment analysis could be material to our financial statements. Our primary indicators for potential impairment include a reduction in projected future cash flows and deteriorating NOI trends period over period. Circumstances that may prompt a test of recoverability may include a significant decrease in the anticipated market price, a change in strategy for an investment property that could indicate a shorter holding period, an adverse change to the extent or manner in which an asset may be used or in its physical condition, or other events that may significantly change the value of the long-lived asset. Any adverse change in these factors could cause an impairment in our assets, including our investment in real estate. Any such impairment could have an adverse impact on our results of operations and financial condition.

Refer to Note 1, "Basis of Presentation" and Note 2, "Assets Held for Sale and Discontinued Operations," in our accompanying Condensed Consolidated Financial Statements for information on a non-cash valuation allowance charge of $1.1 billion for our UK business that we recognized during the three months ended June 30, 2026. For a summary of our significant accounting policies and critical accounting estimates, refer to Note 1 of our Consolidated Financial Statements and the "Critical Accounting Estimates" section of Part II, Item 7, each within our 2025 Annual Report.

Holders of our OP units have converted the following units during the three months ended June 30, 2026 (units and common stock in thousands):

(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, 2026 (dollar amounts in millions and number of shares in thousands, except for per share amounts):

(1) During the three months ended June 30, 2026, we withheld 24 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) In May 2026, we announced 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 May 27, 2027. 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 8, "Equity and Temporary Equity," for additional information regarding our Stock Repurchase Program.