Umh

Board/Management Information • Sep 26, 2025

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): September 17, 2025

UMH Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland 001-12690 22-1890929 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)

Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ 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, \$0.10 par value	UMH	New York Stock Exchange
6.375% Series D Cumulative Redeemable	UMH PRD	New York Stock Exchange
Preferred Stock, \$0.10 par value

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On September 17, 2025, the Board of Directors of UMH Properties, Inc. (the "Company") appointed Mr. Todd J. Clark as a Class I Director to fill a vacancy on the Company's Board of Directors for the term of Class I expiring in 2028. Mr. Clark has not yet been appointed to any committees of the Board of Directors.

Mr. Clark is the Dean of Widener University Delaware Law School. He has written numerous articles on legal issues including employment discrimination and corporate justice. Mr. Clark has also co-authored a textbook on corporate justice. He regularly teaches courses in various legal subjects including contracts, employment discrimination and corporate justice. Mr. Clark possesses a juris doctorate from University of Pittsburgh School of Law, his master's degree in business administration from West Virginia University School of Business and Economics and his undergraduate degree in political science from Wittenberg University.

In connection with his appointment, Mr. Clark will receive the standard compensation payable to directors of the Company, consisting of an annual cash retainer of \$60,500, an annual equity retainer in the form of fully vested Common Shares having a grant date fair value equal to \$75,000 and will be eligible to receive other compensation, including awards under the Company's 2023 Equity Incentive Award Plan, as described in the Company's Proxy Statement dated April 4, 2025 for the Company's Annual Meeting on May 28, 2025, filed with the Securities and Exchange Commission.

There were no material arrangements or understandings, or any material plan or contract, between Mr. Clark and any other persons regarding Mr. Clark's appointment. There are no family relationships between Mr. Clark and any of the Company's other directors or executive officers, and the Company has not entered into any transactions with Mr. Clark that are reportable pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. Clark as a Class I Director of the Company is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

• (d) Exhibits.
• 99.1 Press release dated September 18, 2022, announcing the appointment of Mr. Clark.
• 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: September 18, 2025 UMH PROPERTIES, INC.

By: /s/ Anna T. Chew

Name:Anna T. Chew Title: Vice President, Chief Financial Officer and Treasurer

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Exhibit Index

• 99.1 Press release dated September 18, 2025, announcing the appointment of Mr. Clark
• 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Exhibit 99.1

UMH PROPERTIES, INC. APPOINTS NEW MEMBER TO BOARD OF DIRECTORS

FREEHOLD, NJ, September 18, 2025…….UMH Properties, Inc. (NYSE: UMH; TASE: UMH), announced that, on September 17, 2025, the Board of Directors appointed Mr. Todd J. Clark as a Class I Director for the term of Class I expiring in 2028.

Mr. Todd J. Clark is the Dean of Widener University Delaware Law School. He has written numerous articles on legal issues including employment discrimination and corporate justice. Mr. Clark has also co-authored a textbook on corporate justice. He regularly teaches courses in various legal subjects including contracts, employment discrimination and corporate justice.

Mr. Clark is originally from Columbus, Ohio and is a member of Kappa Alpha Psi, Fraternity Incorporated. He received his undergraduate degree in political science from Wittenberg University in Springfield, Ohio, his juris doctorate from the University of Pittsburgh School of Law in Pittsburgh, Pennsylvania and his master's in business administration from West Virginia University School of Business and Economics in Morgantown, West Virginia. Dean Clark is committed to helping to develop law students from underrepresented populations as well as promoting and facilitating wealth creation in minority communities.

Samuel A. Landy, President and Chief Executive Officer stated, "We are pleased to welcome Dean Todd J. Clark to our Board of Directors. He is a respected attorney and academic leader with extensive management, governance and legal experience. He will be a valuable addition to our Board at this time of continued growth for the Company."

UMH Properties, Inc., which was organized in 1968, is a public equity REIT that owns and operates 144 manufactured home communities, containing approximately 26,800 developed homesites, of which 10,600 contain rental homes, and over 1,000 self-storage units. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina, Florida and Georgia. Included in the 144 communities are two communities in Florida, containing 363 sites, and one community in Pennsylvania, that UMH has an ownership interest in and operates through its joint venture with Nuveen Real Estate.

Contact: Nelli Madden 732-577-4062

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