UMH PROPERTIES, INC.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
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Jun 30, 2026 · Filed Aug 5, 2026
UMH$14.74-1.2%Stored close · as of Nov 9, 2026
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Item 1A. Risk Factors
| Item 1A. | Risk Factors |
|---|---|
| As discussed in Note 4 and Note 10 to the Consolidated Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q, during the three months ended June 30, 2026, the Company entered into an amendment to the terms of its 2021 joint venture with Nuveen Real Estate. Accordingly, the previously disclosed risk factor relating to our joint venture relationship with Nuveen Real Estate that was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 is updated to read as follows: Our joint venture relationship with Nuveen Real Estate may subject us to risks, including limitations on our decision-making authority and the risk of disputes, which could adversely affect us. We have entered into joint venture arrangements with Nuveen Real Estate under which we operate three manufactured home communities that are recently developed. It is possible that our joint venture partner, Nuveen Real Estate, may have business interests, goals, priorities or concerns that are different from our business interests, goals, priorities or concerns. Although we manage the joint venture entities and their properties, we do not have full control over decisions and require approval of Nuveen Real Estate for major decisions. As a result, we may face the risk of disputes, including potential deadlocks in making decisions. In addition, the joint venture agreements provide that until the capital contributions to the joint venture entities are fully funded or the joint ventures are terminated, and unless Nuveen declines an acquisition proposed by us, the joint ventures will be the exclusive vehicle for us to acquire any manufactured home communities that meet the joint venture’s investment guidelines. Nuveen Real Estate will have the right to remove and replace us as managing member of the joint venture entities and manager of the joint venture’s properties if we breach certain obligations or certain events occur, in which event Nuveen Real Estate may elect to buy out our interest in the applicable joint venture entity at 98% of its value. With respect to the initial joint venture that was formed in 2021, which owns and operates two communities in Florida, in June 2026, we and Nuveen agreed to certain changes in the 2021 LLC Agreement, including a new provision giving Nuveen the right, at any time after December 31, 2027 (or earlier if we violate certain requirements of the 2021 LLC Agreement or experience a “Change in Control”), to require us to purchase Nuveen’s 60% interest in the joint venture for cash at an amount equal to Nuveen’s total capital contributions to the 2021 joint venture, which as of June 30, 2026 totaled approximately $41.7 million. There are also significant restrictions on our ability to exit the joint ventures. Any of these provisions could adversely affect us. Except as set forth above, there have been no material changes to information required regarding risk factors from the end of the preceding year to the date of this Quarterly Report on Form 10-Q. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A – “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results. |
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