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UMH PROPERTIES INC

For the period ended Dec 31, 2024. Filed Feb 26, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 26, 2025

UMH$14.92-1.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2024

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period ____________________ to _____________________

Commission File Number 001-12690

UMH Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland22-1890929
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer identification number)
3499 Route 9, Suite 3C, Freehold, New Jersey07728
(Address of principal executive offices)(Zip code)

Registrant’s telephone number, including area code(732) 577-9997

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, $0.10 par valueUMHNew York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par valueUMH PRDNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒No

Based upon the assumption that directors and executive officers of the registrant arenot affiliates of the registrant, the aggregate market value of the voting stock of the registrant held by nonaffiliates of the registrant at June 30, 2024 was $1.2 billion. Presuming that such directors and executive officers are affiliates of the registrant, the aggregate market value of the voting stock of the registrant held by nonaffiliates of the registrant at June 30, 2024 was $1.1 billion.

The number of shares outstanding of issuer’s common stock as of February 25, 2025 was 82,461,602 shares.

Documents Incorporated by Reference:

-Part III incorporates certain information by reference from the Registrant’s definitive proxy statement for the 2025 Annual Meeting of Shareholders, which will be filed no later than 120 days after the close of the Registrant’s fiscal year ended December 31, 2024.

TABLE OF CONTENTS

PART I3
Item 1 – Business3
Item 1A – Risk Factors10
Item 1B – Unresolved Staff Comments25
Item 1C – Cybersecurity25
Item 2 – Properties27
Item 3 – Legal Proceedings39
Item 4 – Mine Safety Disclosures39
PART II40
Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities40
Item 6 – [Reserved]42
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations42
Item 7A – Quantitative and Qualitative Disclosures about Market Risk53
Item 8 – Financial Statements and Supplementary Data53
Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure54
Item 9A – Controls and Procedures54
Item 9B – Other Information55
Item 9C – Disclosure Regarding Foreign Jurisdiction that Prevent Inspections55
PART III56
Item 10 – Directors, Executive Officers and Corporate Governance56
Item 11 – Executive Compensation56
Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters56
Item 13 – Certain Relationships and Related Transactions, and Director Independence56
Item 14 – Principal Accountant Fees and Services56
PART IV57
Item 15 – Exhibits, Financial Statement Schedules57
SIGNATURES63

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