8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 10, 2023

UMH Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-12690	22-1890929
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Juniper Business Plaza, Suite 3-C 3499 Route 9 North Freehold, New Jersey		07728
(Address of principal executive offices)		(Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock $.10 par value	UMH	New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, $.10 par value	UMH PRD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐

Item 3.03 Material Modifications to Rights of Security Holders.

Reclassification of 4,400,000 Shares of Common Stock as Shares of Series D Preferred Stock

On January 10, 2023, UMH Properties, Inc. (the “Company”) filed with the State Department of Assessments and Taxation of the State of Maryland articles supplementary (the “Articles Supplementary”) reclassifying and designating 4,400,000 shares of the Company’s common stock, par value $0.10 per share (“Common Stock”) as shares of 6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value per share (“Series D Preferred Stock”).  The foregoing description of the Articles Supplementary is qualified in its entirety by reference to the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated by reference herein.

After giving effect to the filing of the Articles Supplementary on January 10, 2023, the authorized capital stock of the Company consists of 170,413,800 shares, classified as 149,648,469 shares of Common Stock, 199,331 shares of 8.0% Series B Cumulative Redeemable Preferred Stock, $0.10 par value per share, 3,866,000 shares of 6.75% Series C Cumulative Redeemable Preferred Stock, $0.10 par value per share, 13,700,000 shares of Series D Preferred Stock and 3,000,000 shares of excess stock, par value $0.10 per share.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 above with respect to the Articles Supplementary is incorporated in this Item 5.03 in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
3.1	Articles Supplementary.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 10, 2023	UMH PROPERTIES, INC.
	By:	/s/ Anna T. Chew
		Name:	Anna T. Chew
		Title:	Vice President, Chief Financial Officer and Treasurer

Exhibit Index

3.1	Articles Supplementary.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-3.1

Exhibit 3.1

UMH PROPERTIES, INC.

ARTICLES SUPPLEMENTARY

6.375% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK

(Liquidation Preference $25.00 per Share)

UMH Properties, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the Maryland State Department of Assessments and Taxation that:

FIRST:  Under a power contained in Section 3(a) of Article V of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation and a duly authorized committee thereof, by resolutions duly adopted, reclassified 4,400,000 authorized but unissued shares of common stock, par value $0.10 per share (the “Common Stock”), of the Corporation as additional shares of 6.375% Series D Cumulative Redeemable Preferred Stock of the Corporation (the “Series D Preferred Stock”) with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the Series D Preferred Stock as set forth in the Charter.

SECOND:  After giving effect to the foregoing classification, the authorized capital stock of the Corporation consists of 170,413,800 shares (classified as 149,648,469 shares of Common Stock, 199,331 shares of 8.0% Series B Preferred Stock, 3,866,000 shares of 6.75% Series C Preferred Stock, 13,700,000 shares of Series D Preferred Stock, and 3,000,000 shares of excess stock).

THIRD:  The additional shares of Series D Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the Charter.

FOURTH: The undersigned President of the Corporation acknowledges the foregoing Articles Supplementary to be the duly authorized corporate act of the Corporation and, as to all matters or facts required to be verified under oath, hereby acknowledges to the best of his knowledge, information and belief that these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and attested to by its Secretary on this 10th day of January, 2023.

ATTEST:		UMH PROPERTIES, INC.
By:	/s/ Craig Koster	By:	/s/ Samuel A. Landy
	Craig Koster		Samuel A. Landy
	Secretary		President

XML

Document and Entity Information	Jan. 10, 2023
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 10, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-12690
Entity Registrant Name	UMH Properties, Inc.
Entity Central Index Key	0000752642
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	22-1890929
Entity Address, Address Line One	Juniper Business Plaza
Entity Address, Address Line Two	Suite 3-C
Entity Address, Address Line Three	3499 Route 9 North
Entity Address, City or Town	Freehold
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07728
City Area Code	732
Local Phone Number	577-9997
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock $.10 par value
Trading Symbol	UMH
Security Exchange Name	NYSE
Series D Preferred Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	6.375% Series D Cumulative Redeemable Preferred Stock, $.10 par value
Trading Symbol	UMH PRD
Security Exchange Name	NYSE