Umh

Earnings Release • Nov 4, 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): November 3, 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 Preferred Stock, \$0.10 par value	UMH PD	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 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

On November 3, 2025, UMH Properties, Inc. issued a press release announcing the results for the third quarter September 30, 2025 and disclosed a supplemental information package in connection with its earnings conference call for the third quarter September 30, 2025. A copy of the supplemental information package and press release is furnished with this report as Exhibit 99.1 and Exhibit 99.2 and is incorporated herein by reference.

The information in this report and the exhibit attached hereto is being furnished, not filed, for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Item 2.02 and Item 7.01 of Form 8-K will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Forward-Looking Statements

Statements contained in this report, including the document that is incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995 (the "Exchange Act"). All statements, other than statements of historical facts that address activities, events or developments where the Company uses any of the words "anticipates," "assumes," "believes," "estimates," "expects," "intends," or similar expressions, are forward-looking statements. These forward-looking statements are not guaranteed and are based on the Company's current intentions and on the Company's current expectations and assumptions. These statements, intentions, expectations and assumptions involve risks and uncertainties, some of which are beyond the Company's control that could cause actual results or events to differ materially from those that the Company anticipates or projects, such as:

• changes in the real estate market conditions and general economic conditions;
• the inherent risks associated with owning real estate, including local real estate market conditions, governing laws and regulations affecting manufactured housing communities and illiquidity of real estate investments;
• increased competition in the geographic areas in which we own and operate manufactured housing communities;
• our ability to continue to identify, negotiate and acquire manufactured housing communities and/or vacant land which may be developed into manufactured housing communities on terms favorable to us;
• our ability to maintain or increase rental rates and occupancy levels;
• changes in market rates of interest;
• inflation and increases in costs, including personnel, insurance and the cost of purchasing manufactured homes;
• our ability to purchase manufactured homes for rental or sale;

• our ability to repay debt financing obligations;

• our ability to refinance amounts outstanding under our credit facilities at maturity on terms favorable to us;

• our ability to comply with certain debt covenants;
• our ability to integrate acquired properties and operations into existing operations;
• the availability of other debt and equity financing alternatives;
• continued ability to access the debt or equity markets;
• the loss of any member of our management team;
• our ability to maintain internal controls and processes to ensure all transactions are accounted for properly, all relevant disclosures and filings are made in a timely manner in accordance with all rules and regulations, and any potential fraud or embezzlement is thwarted or detected;
• the ability of manufactured home buyers to obtain financing;
• the level of repossessions by manufactured home lenders;
• market conditions affecting our investment securities;
• changes in federal or state tax rules or regulations that could have adverse tax consequences;
• our ability to qualify as a real estate investment trust for federal income tax purposes;
• litigation, judgments or settlements, including costs associated with prosecuting or defending claims and any adverse outcomes;
• changes in real estate and zoning laws and regulations;
• legislative or regulatory changes, including changes to laws governing the taxation of REITs;
• risks and uncertainties related to pandemics or other highly infectious or contagious diseases.

Item 9.01 Financial Statements and Exhibits.

• (d) Exhibits.
• 99.1 Press Release dated November 3, 2025
• 99.2 Supplemental information package for the third quarter September 30, 2025
• 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.

UMH Properties, Inc.

Date: November 3, 2025 By: /s/ Anna T. Chew

Name: Anna T. Chew

Title: Executive Vice President and

Chief Financial Officer

UMH PROPERTIES, INC.

Juniper Business Plaza 3499 Route 9 North, Suite 3-C Freehold, NJ 07728 (732) 577-9997 Fax: (732) 577-9980

FOR IMMEDIATE RELEASE November 3, 2025

Contact: Nelli Madden 732-577-9997

UMH PROPERTIES, INC. REPORTS RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2025

FREEHOLD, NJ, November 3, 2025........ UMH Properties, Inc. (NYSE:UMH) (TASE:UMH) reported Total Income for the quarter ended September 30, 2025 of \$66.9 million as compared to \$60.7 million for the quarter ended September 30, 2024, representing an increase of 10%. Net Income Attributable to Common Shareholders amounted to \$4.2 million or \$0.05 per diluted share for the quarter ended September 30, 2025 as compared to Net Income Attributable to Common Shareholders of \$8.2 million or \$0.11 per diluted share for the quarter ended September 30, 2024. Normalized Funds from Operations Attributable to Common Shareholders ("Normalized FFO"), was \$21.3 million or \$0.25 per diluted share for the quarter ended September 30, 2025, as compared to \$18.5 million or \$0.24 per diluted share for the quarter ended September 30, 2024.

A summary of significant financial information for the three and nine months ended September 30, 2025 and 2024 is as follows (in thousands except per share amounts):

	For the Three Months Ended	September	30,
	2025		2024
Total Income	\$ 66,918	\$	60,671
Total Expenses	\$ 54,103	\$	48,911
Net Income Attributable to Common Shareholders	\$ 4,211	\$	8,181
Net Income Attributable to Common Shareholders
per Diluted Common Share	\$ 0.05	\$	0.11
FFO (1)	\$ 19,743	\$	17,662
FFO (1) per Diluted Common Share	\$ 0.23	\$	0.23
Normalized FFO (1)	\$ 21,313	\$	18,462
Normalized FFO (1) per Diluted Common Share	\$ 0.25	\$	0.24
Basic Weighted Average Shares Outstanding	84,985		75,610
Diluted Weighted Average Shares Outstanding	85,478		76,563

For the Nine Months Ended September 30,

	2025	2024
Total Income	\$ 194,786	\$ 178,679
Total Expenses	\$ 159,767	\$ 146,626
Net Income Attributable to Common Shareholders	\$ 6,472	\$ 2,444
Net Income Attributable to Common Shareholders
per Diluted Common Share	\$ 0.08	\$ 0.03
FFO (1)	\$ 56,618	\$ 47,890
FFO (1) per Diluted Common Share	\$ 0.67	\$ 0.66
Normalized FFO (1)	\$ 59,585	\$ 50,285
Normalized FFO (1) per Diluted Common Share	\$ 0.71	\$ 0.69
Basic Weighted Average Shares Outstanding	83,783	72,173
Diluted Weighted Average Shares Outstanding	84,452	72,971

A summary of significant balance sheet information as of September 30, 2025 and December 31, 2024 is as follows (in thousands):

	September 30, 2025	December 31, 2024
Gross Real Estate Investments	\$ 1,786,617	\$ 1,669,114
Marketable Securities at Fair Value	\$ 31,743	\$ 31,883
Total Assets	\$ 1,629,535	\$ 1,563,728
Mortgages Payable, net	\$ 467,471	\$ 485,540
Loans Payable, net	\$ 28,132	\$ 28,279
Series A Bond Payable, net	\$ 101,539	\$ 100,903
Series B Bond Payable, net	\$ 75,396	\$ -0-
Total Shareholders' Equity	\$ 926,413	\$ 915,909

Samuel A. Landy, President and CEO, commented on the results of the third quarter of 2025.

"We are pleased to announce another solid quarter of operating results. During the quarter, we:

• Increased Rental and Related Income by 11%;
• Increased Sales of Manufactured Homes by 5%;
• Increased Community Net Operating Income ("NOI") by 11%;
• Increased Normalized Funds from Operations ("Normalized FFO") by 15% and Normalized FFO per diluted share by 4%;
• Increased Same Property Community NOI by 12%;
• Increased Same Property Occupancy by 110 basis points from 87.4% to 88.5%;

• Improved our Same Property expense ratio from 41.1% in the third quarter of 2024 to 39.7% at quarter end;

• Acquired two communities in Maryland containing approximately 191 homesites for a total cost of approximately \$14.6 million;

• Issued approximately \$80.2 million aggregate principal amount of 5.85% Series B Bonds due 2030 in an offering to investors in Israel;
• Amended our \$35 million revolving line of credit with OceanFirst Bank to extend the maturity date to June 1, 2027;
• Issued and sold approximately 290,000 shares of Common Stock through our At-the-Market Sale Program at a weighted average price of \$16.44 per share, generating gross proceeds of \$4.8 million and net proceeds of \$4.6 million, after offering expenses;
• Issued and sold approximately 3,000 shares of Series D Preferred Stock through our At-the-Market Sale Program at a weighted average price of \$23.00 per share, generating gross proceeds of \$75,000 and net proceeds of \$59,000, after offering expenses;
• Subsequent to quarter end, issued and sold approximately 37,000 shares of Preferred Stock through our At-the-Market Sale Program at a weighted average price of \$22.75 per share, generating gross proceeds of \$839,000 and net proceeds of \$825,000, after offering expenses; and,
• Subsequent to quarter end, acquired one community in Georgia containing approximately 130 homesites for a total cost of approximately \$2.6 million."

Samuel A. Landy, President and CEO, commented, "We are pleased to report another quarter of robust financial performance, with normalized FFO per diluted share rising 4% year-over-year to \$0.25 as compared to \$0.24 last year and rising 9% sequentially versus the second quarter. This growth reflects the continued strength of our manufactured housing communities and the success of our long-term business plan. Total income for the quarter increased by 10% over last year. This growth was driven by an increase in rental and related income of 11% and an increase in sales of manufactured homes of 5%. Our long-term business plan has positioned us for further growth as we fill our vacant sites, develop our vacant land and opportunistically acquire communities when they become available."

"We now own 145 communities containing approximately 27,000 developed homesites. Year-to-date, we have acquired 5 communities, containing 587 sites, for a total purchase price of approximately \$42 million. We continue to grow the company through external acquisitions as compelling opportunities become available to us."

"Same property community NOI for the quarter increased by 12.1% compared to the same quarter last year, driven by a 9.4% increase in rental and related income. This revenue growth was the result of an increase in same property occupancy of 357 units over last year and our annual rent increases. Year-to-date, same property community NOI has increased by 10.1%. Our rental home program continues to drive occupancy and revenue growth. This year we have converted 523 homes from inventory to revenue generating rental homes. We have 100 homes on site and ready for occupancy and another 300 being set up. These homes should allow us to meet our goal of adding 700 to800 new rental homes to our portfolio."

"Home sales for the quarter grew by 5% to \$9.1 million as compared to \$8.7 million last year. We anticipate continued growth in sales as we gain momentum at our recently opened expansions. Our gross margin remains strong at 37%."

"Looking ahead, we remain optimistic about the operating environment and our ability to deliver superior returns. With a strong balance sheet, 3,500 vacant sites, 570 recently developed expansion sites, 2,300 acres to develop and a clear focus on operational excellence, UMH is wellpositioned to deliver increased earnings per share and create value for our shareholders."

UMH Properties, Inc. will host its Third Quarter 2025 Financial Results Webcast and Conference Call. Senior management will discuss the results, current market conditions and future outlook on Tuesday, November 4, 2025, at 10:00 a.m. Eastern Time.

The Company's 2025 third quarter financial results being released herein will be available on the Company's website at www.umh.reit in the "Financials" section.

To participate in the webcast, select the webcast icon on the homepage of the Company's website at www.umh.reit, in the Upcoming Events section. Interested parties can also participate via conference call by calling toll free 877-513-1898 (domestically) or 412-902-4147 (internationally).

The replay of the conference call will be available at 12:00 p.m. Eastern Time on Tuesday, November 4, 2025, and can be accessed by dialing toll free 877-344-7529 (domestically) and 412- 317-0088 (internationally) and entering the passcode 4344189. A transcript of the call and the webcast replay will be available at the Company's website, www.umh.reit.

UMH Properties, Inc., which was organized in 1968, is a public equity REIT that currently owns and operates 145 manufactured home communities containing approximately 27,000 developed homesites, of which 10,800 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 145 communities are two communities in Florida, containing 363 sites, and one community in Pennsylvania, containing 113 sites, that UMH has an ownership interest in and operates through its joint ventures with Nuveen Real Estate.

Certain statements included in this press release which are not historical facts may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements are based on the Company's current expectations and involve various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can provide no assurance those expectations will be achieved. The risks and uncertainties that could cause actual results or events to differ materially from expectations are contained in the Company's annual report on Form 10-K and described from time to time in the Company's other filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

Note:

(1) Non-GAAP Information: We assess and measure our overall operating results based upon an industry performance measure referred to as Funds from Operations Attributable to Common Shareholders ("FFO"), which management believes is a useful indicator of our operating performance. FFO is used by industry analysts and investors as a supplemental operating performance measure of a REIT. FFO, as defined by The National Association of Real Estate Investment Trusts ("NAREIT"), represents net income (loss) attributable to common shareholders, as defined by accounting principles generally accepted in the United States of America ("U.S. GAAP"), excluding certain gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, the change in the fair value of marketable securities, and the gain or loss on the sale of marketable securities plus certain non-cash items such as real estate asset depreciation and amortization. Included in the NAREIT FFO White Paper - 2018 Restatement, is an option pertaining to assets incidental to our main business in the calculation of NAREIT FFO to make an election to include or exclude gains and losses on the sale of these assets, such as marketable equity securities, and include or exclude mark-to-market changes in the value recognized on these marketable equity securities. In conjunction with the adoption of the FFO White Paper - 2018 Restatement, for all periods presented, we have elected to exclude the gains and losses realized on marketable securities investments and the change in the fair value of marketable securities from our FFO calculation. NAREIT created FFO as a non-U.S. GAAP supplemental measure of REIT operating performance. We define Normalized Funds from Operations Attributable to Common Shareholders ("Normalized FFO"), as FFO excluding certain one-time charges. FFO and Normalized FFO should be considered as supplemental measures of operating performance used by REITs. FFO and Normalized FFO exclude historical cost depreciation as an expense and may facilitate the comparison of REITs which have a different cost basis. However, other REITs may use different methodologies to calculate FFO and Normalized FFO and, accordingly, our FFO and Normalized FFO may not be comparable to all other REITs. The items excluded from FFO and Normalized FFO are significant components in understanding the Company's financial performance.

FFO and Normalized FFO (i) do not represent Cash Flow from Operations as defined by U.S. GAAP; (ii) should not be considered as alternatives to net income (loss) as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flow as a measure of liquidity. FFO and Normalized FFO, as calculated by the Company, may not be comparable to similarly titled measures reported by other REITs.

The diluted weighted shares outstanding used in the calculation of FFO per Diluted Common Share and Normalized FFO per Diluted Common Share were 85.5 million and 84.5 million shares for the three and nine months ended September 30, 2025, respectively, and 76.6 million and 73.0 million shares for the three and nine months ended September 30, 2024, respectively. Common stock equivalents resulting from employee stock options to purchase 6.3 million shares of common stock amounted to 493,000 shares and 669,000 shares forthe three and nine months ended September 30, 2025, respectively, were included in the computation of Diluted Net Income per Share. Common stock equivalents resulting from employee stock options to purchase 5.4 million shares of common stock amounted to 953,000 shares 798,000 shares for the three and nine months ended September 30, 2024, respectively, were included in the computation of Diluted Net Income per Share.

The reconciliation of the Company's U.S. GAAP net loss to the Company's FFO and Normalized FFO for the three and nine months ended September 30, 2025 and 2024 are calculated as follows (in thousands):

	Three Months	Ended	Nine	Months Ended
	September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
Net Income Attributable to Common Shareholders	\$4,211	\$8,181	\$6,472	\$2,444
Depreciation Expense	16,808	14,693	49,210	44,435
Depreciation Expense from Unconsolidated Joint Venture	228	209	666	610
Loss on Sales of Investment Property and Equipment	72	78	109	91
(Increase) Decrease in Fair Value of Marketable Securities	(1,576)	(5,499)	161	(3,468)
Loss on Sales of Marketable Securities, net	-0-	-0-	-0-	3,778
FFO Attributable to Common Shareholders	19,743	17,662	56,618	47,890
Amortization of Financing Costs	877	608	2,123	1,770
Non-Recurring Other Expense (2)	693	192	844	625
Normalized FFO Attributable to Common Shareholders	\$21,313	\$18,462	\$59,585	\$50,285

(2) Consists of one-time legal and professional fees (\$693 and \$844, respectively) forthe three and nine months ended September 30, 2025. Consisted of one-time legal fees (\$192 and \$243, respectively) and costs associated with the liquidation/sale of inventory in a particular sales center (\$0 and \$382, respectively) for the three and nine months ended September 30, 2024.

The following are the cash flows provided by (used in) operating, investing and financing activities for the nine months ended September 30, 2025 and 2024 (in thousands):

	2025	2024
Operating Activities	\$60,643	\$54,331
Investing Activities	(164,736)	(97,014)
Financing Activities	37,385	52,676

September 30, 2025 Supplemental Information

UMH Properties, Inc.

Juniper Business Plaza 3499 Route 9 North Freehold, NJ 07728 Website: www.umh.reit Email: ir@umh.com Phone: (732) 577-9997

Table of Contents

	Page
Financial Highlights	3
Consolidated Balance Sheets	4
Consolidated Statements of Income (Loss)	5
Consolidated Statements of Cash Flows	6
Reconciliation of Net Income to Adjusted EBITDA excluding Non-Recurring Other Expense and Net Income Attributable to Common Shareholders to FFO and Normalized FFO	7
Market Capitalization, Debt and Coverage Ratios	8
Debt Analysis	9
Debt Maturity	10
Securities Portfolio Performance	11
Property Summary and Snapshot	12
Same Property Statistics	13
Acquisitions Summary and Property Portfolio	14
Definitions	15

Certain information in this Supplemental Information Package contains Non-GAAP financial measures. These Non-GAAP financial measures are REIT industry financial measures that are not calculated in accordance with accounting principles generally accepted in the United States of America. Please see page 15 for a definition of these Non-GAAP financial measures and page 7 for the reconciliation of certain captions in the Supplemental Information Package to the statement of operations as reported in the Company's filings with the SEC on Form 10-Q.

Financial Highlights

(dollars in thousands except per share amounts) (unaudited)

	Three Months Ended		Nine Months Ended
	September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
Operating Information
Number of Communities (1)			144	139
Total Sites (1)			26,871	26,189
Rental and Related Income	\$ 57,771	\$ 51,937	\$ 168,510	\$ 153,760
Community Operating Expenses (2)	\$ 24,334	\$ 22,511	\$ 70,410	\$ 65,203
Community NOI (2)	\$ 33,437	\$ 29,426	\$ 98,100	\$ 88,557
Expense Ratio	42.1%	43.3%	41.8%	42.4%
Sales of Manufactured Homes	\$ 9,147	\$ 8,734	\$ 26,276	\$ 24,919
Number of Homes Sold	100	100	273	300
Number of Rentals Added, net	196	117	433	284
Net Income	\$ 9,285	\$ 12,905	\$ 21,700	\$ 16,461
Net Income Attributable to Common
Shareholders	\$ 4,211	\$ 8,181	\$ 6,472	\$ 2,444
Adjusted EBITDA excluding
Non-Recurring Other Expense	\$ 33,518	\$ 29,138	\$ 94,263	\$ 84,152
FFO Attributable to Common
Shareholders Normalized FFO Attributable to	\$ 19,743	\$ 17,662	\$ 56,618	\$ 47,890
Common Shareholders	\$ 21,313	\$ 18,462	\$ 59,585	\$ 50,285
Shares Outstanding and Per Share Data
Weighted Average Shares Outstanding
Basic	84,985	75,610	83,783	72,173
Diluted	85,478	76,563	84,452	72,971
Net Income Attributable to
Shareholders per Share-
Basic and Diluted	\$ 0.05	\$ 0.11	\$ 0.08	\$ 0.03
(3) FFO per Share-
Basic	\$ 0.23	\$ 0.23	\$ 0.68	\$ 0.66
Diluted	\$ 0.23	\$ 0.23	\$ 0.67	\$ 0.66
(3) Normalized FFO per Share-
Basic	\$ 0.25	\$ 0.24	\$ 0.71	\$ 0.70
Diluted	\$ 0.25	\$ 0.24	\$ 0.71	\$ 0.69
Dividends per Common Share	\$ 0.225	\$ 0.215	\$ 0.665	\$ 0.635
Balance Sheet
Total Assets			\$ 1,629,535	\$ 1,501,533
Total Liabilities			\$ 703,122	\$ 643,148
Market Capitalization
Total Debt, Net of Unamortized Debt
Issuance Costs			\$ 672,538	\$ 614,944
Equity Market Capitalization			\$ 1,265,188	\$ 1,547,969
Series D Preferred Stock			\$ 321,885	\$ 306,778
Total Market Capitalization			\$ 2,259,611	\$ 2,469,691

⁽¹⁾ Includes Duck River Estates and River Bluff Estates, two newly constructed communities in 2024, and Sebring Square, Rum Runner and Honey Ridge, three communities owned in joint ventures with Nuveen Real Estate in which the company has a 40% interest.

⁽²⁾ Excludes non-recurring legal and professional fees of \$660 for both the three and nine months ended September 30, 2025.

⁽³⁾ Please see Definitions on page 15.

Consolidated Balance Sheets
-----------------------------	--	--

(in thousands except per share amounts)	September 30, 2025	December 31, 2024
ASSETS	(unaudited)
Investment Property and Equipment
Land	\$ 91,680	\$ 88,037
Site and Land Improvements	1,029,095	970,053
Buildings and Improvements	48,647	44,782
Rental Homes and Accessories	617,195	566,242
Total Investment Property	1,786,617	1,669,114
Equipment and Vehicles	33,122	31,488
Total Investment Property and Equipment	1,819,739	1,700,602
Accumulated Depreciation	(517,599)	(471,703)
Net Investment Property and Equipment	1,302,140	1,228,899
Other Assets
Cash and Cash Equivalents	34,056	99,720
Marketable Securities at Fair Value	31,743	31,883
Inventory of Manufactured Homes	35,727	34,982
Notes and Other Receivables, net	102,115	91,668
Prepaid Expenses and Other Assets	17,088	14,261
Land Development Costs	76,372	33,868
Investment in Joint Ventures Total Other Assets	30,294 327,395	28,447 334,829
TOTAL ASSETS	\$ 1,629,535	\$ 1,563,728
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Mortgages Payable, net of unamortized debt issuance costs	\$ 467,471	\$ 485,540
Other Liabilities
Accounts Payable	8,234	7,979
Loans Payable, net of unamortized debt issuance costs	28,132	28,279
Series A Bonds, net of unamortized debt issuance costs	101,539	100,903
Series B Bonds, net of unamortized debt issuance costs Accrued Liabilities and Deposits	75,396 11,618	-0- 15,091
Tenant Security Deposits	10,732	10,027
Total Other Liabilities	235,651	162,279
Total Liabilities	703,122	647,819
COMMITMENTS AND CONTINGENCIES
Shareholders' Equity:
Series D- 6.375% Cumulative Redeemable Preferred Stock, \$0.10 par value per share:
18,700 and 13,700 shares authorized as of September 30, 2025 and December 31, 2024,
respectively; 12,875 and 12,823 shares issued and outstanding as of September 30, 2025
and December 31, 2024, respectively	321,885	320,572
Common Stock- \$0.10 par value per share: 183,714 and 163,714 shares authorized as of
September 30, 2025 and December 31, 2024, respectively; 85,197 and 81,909 shares
issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	8,520	8,191
Excess Stock- \$0.10 par value per share: 3,000 shares authorized; no shares issued or
outstanding as of September 30, 2025 and December 31, 2024	-0-	-0-
Additional Paid-In Capital	619,651	610,630
Accumulated Deficit	(25,364)	(25,364)
Total UMH Properties, Inc. Shareholders' Equity	924,692	914,029
Non-Controlling Interest in Consolidated Subsidiaries	1,721	1,880
Total Shareholders' Equity	926,413	915,909
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	\$ 1,629,535	\$ 1,563,728

Consolidated Statements of Income (Loss)

(in thousands except per share amounts) (unaudited)

	Three Months Ended		Nine Months Ended
	September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
INCOME:
Rental and Related Income	\$ 57,771	\$ 51,937	\$ 168,510	\$ 153,760
Sales of Manufactured Homes	9,147	8,734	26,276	24,919
TOTAL INCOME	66,918	60,671	194,786	178,679
EXPENSES:
Community Operating Expenses	24,994	22,511	71,070	65,203
Cost of Sales of Manufactured Homes	5,795	5,446	17,264	16,463
Selling Expenses	2,223	1,787	5,685	5,177
General and Administrative Expenses	4,283	4,474	16,538	15,348
Depreciation Expense	16,808	14,693	49,210	44,435
TOTAL EXPENSES	54,103	48,911	159,767	146,626
OTHER INCOME (EXPENSE):
Interest Income	2,354	1,816	6,677	4,884
Dividend Income	373	357	1,122	1,079
Loss on Sales of Marketable Securities, net	-0-	-0-	-0-	(3,778)
Increase (Decrease) in Fair Value of Marketable Securities	1,576	5,499	(161)	3,468
Other Income	265	150	694	514
Loss on Investment in Joint Ventures	(96)	(75)	(310)	(299)
Interest Expense	(7,930)	(6,524)	(21,232)	(21,369)
TOTAL OTHER INCOME (EXPENSE)	(3,458)	1,223	(13,210)	(15,501)
Income before Loss on Sales of Investment Property
and Equipment	9,357	12,983	21,809	16,552
Loss on Sales of Investment Property and Equipment	(72)	(78)	(109)	(91)
NET INCOME	9,285	12,905	21,700	16,461
Preferred Dividends	(5,129)	(4,783)	(15,387)	(14,168)
Loss Attributable to Non-Controlling Interest	55	59	159	151
NET INCOME ATTRIBUTABLE TO COMMON
SHAREHOLDERS	\$ 4,211	\$ 8,181	\$ 6,472	\$ 2,444
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS PER SHARE –
Basic and Diluted	\$ 0.05	\$ 0.11	\$ 0.08	\$ 0.03
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic	84,985	75,610	83,783	72,173
Diluted	85,478	76,563	84,452	72,971

Consolidated Statements of Cash Flows

(in thousands)(unaudited)	Nine Months Ended
	September 30, 2025	September 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	\$ 21,700	\$ 16,461
Non-Cash Items Included in Net Income:
Depreciation	49,210	44,435
Amortization of Financing Costs	2,123	1,770
Stock Compensation Expense	4,320	3,732
Provision for Uncollectible Notes and Other Receivables	1,289	1,302
Loss on Sales of Marketable Securities, net	-0-	3,778
(Increase) Decrease in Fair Value of Marketable Securities	161	(3,468)
Loss on Sales of Investment Property and Equipment	109	91
Loss on Investment in Joint Ventures	596	690
Changes in Operating Assets and Liabilities:
Inventory of Manufactured Homes	(745)	1,500
Notes and Other Receivables, net of notes acquired with acquisitions	(11,736)	(8,598)
Prepaid Expenses and Other Assets	(3,871)	(4,800)
Accounts Payable	255	(374)
Accrued Liabilities and Deposits	(3,473)	(2,571)
Tenant Security Deposits	705	383
Net Cash Provided by Operating Activities	60,643	54,331
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Manufactured Home Communities	(40,166)	-0-
Purchase of Investment Property and Equipment	(85,471)	(67,575)
Proceeds from Sales of Investment Property and Equipment	3,077	3,888
Additions to Land Development Costs	(39,712)	(30,784)
Purchase of Marketable Securities through automatic reinvestments	(21)	(18)
Proceeds from Sales of Marketable Securities	-0-	36
Investment in Joint Ventures	(2,443)	(2,561)
Net Cash Used in Investing Activities	(164,736)	(97,014)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Mortgages, net of mortgages assumed	101,392	-0-
Net Payments from Short-Term Borrowings	(582)	(67,363)
Principal Payments of Mortgages and Loans	(118,179)	(8,887)
Proceeds from Bond Issuance	80,229	-0-
Financing Costs on Debt	(7,167)	(593)
Proceeds from At-The-Market Preferred Equity Program, net of offering costs	1,041	15,260
Proceeds from At-The-Market Common Equity Program, net of offering costs	44,197	163,194
Proceeds from Issuance of Common Stock in the DRIP, net of dividend reinvestments	4,486	5,258
Proceeds from Exercise of Stock Options	535	2,919
Preferred Dividends Paid	(15,387)	(14,168)
Common Dividends Paid, net of dividend reinvestments	(53,180)	(42,944)
Net Cash Provided by Financing Activities	37,385	52,676
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED
CASH	(66,708)	9,993
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	108,811	64,437
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	\$ 42,103	\$ 74,430

Reconciliation of Net Income to Adjusted EBITDA and Net Income Attributable

to Common Shareholders to FFO and Normalized FFO

(in thousands) (unaudited)

	Three Months Ended		Nine Months Ended
	September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
Reconciliation of Net Income to Adjusted EBITDA
Net Income	\$ 9,285	\$ 12,905	\$ 21,700	\$ 16,461
Interest Expense	7,930	6,524	21,232	21,369
Franchise Taxes	150	114	450	342
Depreciation Expense	16,808	14,693	49,210	44,435
Depreciation Expense from Unconsolidated Joint Ventures	228	209	666	610
(Increase) Decrease in Fair Value of Marketable Securities	(1,576)	(5,499)	161	(3,468)
Loss on Sales of Marketable Securities, net	-0-	-0-	-0-	3,778
Adjusted EBITDA	32,825	28,946	93,419	83,527
Non-Recurring Other Expense (1)	693	192	844	625
Adjusted EBITDA excluding Non-Recurring
Other Expense	\$ 33,518	\$ 29,138	\$ 94,263	\$ 84,152
Net Income Attributable to			\$ 6,472
Common Shareholders	\$ 4,211	\$ 8,181
Depreciation Expense	16,808			\$
Depreciation Expense from Unconsolidated		14,693	49,210
Joint Ventures	228	209	666
Loss on Sales of Investment Property
and Equipment	72	78	109
(Increase) Decrease in Fair Value of Marketable Securities	(1,576)	(5,499)	161
Loss on Sales of Marketable Securities, net	-0-	-0-	-0-
Funds from Operations Attributable to
Common Shareholders ("FFO")	19,743	17,662	56,618
Adjustments:
Amortization of Financing Costs	877	608	2,123
Non-Recurring Other Expense (1) Normalized Funds from Operations	693	192	844
Attributable to Common Shareholders ("Normalized FFO")	\$ 21,313	\$ 18,462	\$ 59,585	\$ 2,444 44,435 610 91 (3,468) 3,778 47,890 1,770 625 50,285

⁽¹⁾ Consists of one-time legal and professional fees (\$693 and \$844, respectively) for the three and nine months ended September 30, 2025. Consisted of one-time legal fees (\$192 and \$243, respectively) and costs associated with the liquidation/sale of inventory in a particular sales center (\$0 and \$382, respectively) for the three and nine months ended September 30, 2024.

Market Capitalization, Debt and Coverage Ratios

(in thousands except per share data) (unaudited)

	Nine Months Ended	Year Ended
	September 30, 2025	September 30, 2024		December 31, 2024
Shares Outstanding	85,197	78,697		81,909
Market Price Per Share	\$ 14.85	\$ 19.67	\$	18.88
Equity Market Capitalization	\$ 1,265,188	\$ 1,547,969	\$	1,546,449
Total Debt	672,538	614,944		614,722
Preferred	321,885	306,778		320,572
Total Market Capitalization	\$ 2,259,611	\$ 2,469,691	\$	2,481,743
Total Debt	\$ 672,538	\$ 614,944	\$	614,722
Less: Cash and Cash Equivalents	(34,056)	(66,704)		(99,720)
Net Debt	638,482	548,240		515,002
Less: Marketable Securities at Fair Value ("Securities")	(31,743)	(34,178)		(31,883)
Net Debt Less Securities	\$ 606,739	\$ 514,062	\$	483,119
Interest Expense	\$ 21,232	\$ 21,369	\$	27,287
Capitalized Interest	4,354	4,119		5,976
Preferred Dividends	15,387	14,168		19,163
Total Fixed Charges	\$ 40,973	\$ 39,656	\$	52,426
Adjusted EBITDA excluding Non-Recurring Other Expense	\$ 94,263	\$ 84,152	\$	113,958
Debt and Coverage Ratios
Net Debt / Total Market Capitalization	28.3%	22.2%		20.8%
Net Debt Plus Preferred / Total Market Capitalization	42.5%	34.6%		33.7%
Net Debt Less Securities / Total Market Capitalization	26.9%	20.8%		19.5%
Net Debt Less Securities Plus Preferred / Total Market Capitalization	41.1%	33.2%		32.4%
Interest Coverage	3.7x	3.3x		3.4x
Fixed Charge Coverage	2.3x	2.1x		2.2x
Net Debt / Adjusted EBITDA excluding Non-Recurring Other Expense	5.1x	4.9x		4.5x
Net Debt Less Securities / Adjusted EBITDA excluding Non-Recurring Other Expense	4.8x	4.6x		4.3x
Net Debt Plus Preferred / Adjusted EBITDA excluding Non-Recurring Other Expense	7.6x	7.6x		7.4x
Net Debt Less Securities Plus Preferred / Adjusted EBITDA excluding Non-Recurring Other Expense	7.4x	7.3x		7.1x

Debt Analysis

(in thousands) (unaudited)	Nine Months Ended	Year Ended
	September 30, 2025	September 30, 2024	December 31, 2024
Debt Outstanding
Mortgages Payable:
Fixed Rate Mortgages	\$ 472,484	492,248	489,271
Unamortized Debt Issuance Costs	(5,013)	(3,963)	(3,731)
Mortgages, Net of Unamortized Debt Issuance Costs	\$ 467,471	\$ 488,285	\$ 485,540
Loans Payable:
Unsecured Line of Credit	\$ -0-	\$ -0-	\$ -0-
Other Loans Payable	28,930	27,320	29,512
Total Loans Before Unamortized Debt Issuance Costs	28,930	27,320	29,512
Unamortized Debt Issuance Costs	(798)	(1,352)	(1,233)
Loans, Net of Unamortized Debt Issuance Costs	\$ 28,132	\$ 25,968	\$ 28,279
Series A Bonds Payable:
Series A Bonds	\$ 102,670	\$ 102,670	\$ 102,670
Unamortized Debt Issuance Costs	(1,131)	(1,979)	(1,767)
Series A Bonds, Net of Unamortized Debt
Issuance Costs	\$ 101,539	\$ 100,691	\$ 100,903
Series B Bonds Payable:
Series B Bonds	\$ 80,230	\$ -0-	\$ -0-
Unamortized Debt Issuance Costs	(4,834)	-0-	-0-
Series B Bonds, Net of Unamortized Debt
Issuance Costs	\$ 75,396	\$ -0-	\$ -0-
Total Debt, Net of Unamortized Debt Issuance Costs	\$ 672,538	\$ 614,944	\$ 614,722
% Fixed/Floating
Fixed	99.2%	99.5%	99.1%
Floating	0.8%	0.5%	0.9%
Total	100.0%	100.0%	100.0%
Weighted Average Interest Rates (1)
Mortgages Payable	4.58%	4.17%	4.18%
Loans Payable	6.49%	6.47%	6.54%
Series A Bonds Payable	4.72%	4.72%	4.72%
Series B Bonds Payable	5.85%	0.00%	0.00%
Total Average	4.83%	4.36%	4.38%
Weighted Average Maturity (Years)
Mortgages Payable	5.8	4.6	4.4

⁽¹⁾ Weighted average interest rates do not include the effect of unamortized debt issuance costs.

Debt Maturity

(in thousands) (unaudited)

As of September 30, 2025:

Year Ended	Mortgages	Loans	Bonds		Total	% of Total
2025	\$ 3,511	\$ 5,419	\$ -0-	\$	8,930	1.3%
2026	35,053	-0-	-0-		35,053	5.1%
2027	37,289	-0-	102,670	(1)	139,959	20.5%
2028	24,130	23,511	-0-		47,641	7.0%
2029	39,048	-0-	-0-		39,048	5.7%
Thereafter	333,453	-0-	80,230	(2)	413,683	60.5%
Total Debt Before Unamortized Debt Issuance Costs	472,484	28,930	182,900		684,314	100.0%
Unamortized Debt Issuance Costs	(5,013)	(798)	(5,965)		(11,776)
Total Debt, Net of Unamortized Debt Issuance Costs	\$ 467,471	\$ 28,132	\$ 176,935	\$	672,538

⁽¹⁾ Represents \$102.7 million balance outstanding of the Company's Series A Bonds due February 28, 2027.

⁽²⁾ Represents \$80.2 million balance outstanding of the Company's Series B Bonds due June 30, 2030.

Securities Portfolio Performance

(in thousands) (unaudited)

Dividend Income

Net Realized Gains

Year Ended	Securities Available for Sale	Dividend Income	Net Realized Gain (Loss) on Sale of Securities	Net Realized Gain (Loss) on Sale of Securities & Dividend Income
2010-2015	75,011	\$ 19,465	\$ 14,618	\$ 34,083
2016	108,755	6,636	2,285	8,921
2017	132,964	8,135	1,747	9,882
2018	99,596	10,367	20	10,387
2019	116,186	7,535	-0-	7,535
2020	103,172	5,729	-0-	5,729
2021	113,748	5,098	2,342	7,440
2022	42,178	2,903	6,394	9,297
2023	34,506	2,318	183	2,501
2024	31,883	1,452	(3,778)	(2,326)
2025*	31,743	1,122	-0-	1,122
		\$ 70,760	\$ 23,811	\$ 94,571

^* For the nine months ended September 30, 2025.

Property Summary and Snapshot

(unaudited)

	September 30, 2025	September 30, 2024	% Change
UMH Communities (1)	141	137	2.9%
Total Sites	26,400	25,826	2.2%
Occupied Sites	23,353	22,565	788 sites, 3.5%
Occupancy %	88.5%	87.4%	110 bps
Total Rentals	10,766	10,253	5.0%
Occupied Rentals	10,126	9,683	4.6%
Rental Occupancy %	94.1%	94.4%	(30 bps)
Monthly Rent Per Site	\$566	\$534	6.0%
Monthly Rent Per Home Rental Including Site	\$1,027	\$969	6.0%

State	Number	Total Acreage	Developed Acreage	Vacant Acreage	Total Sites	Occupied Sites	Occupancy Percentage	Monthly Rent Per Site	Total Rentals	Occupied Rentals	Rental Occupancy Percentage	Rent Per Home Rental (3)
Pennsylvania	53	2,392	1,909	483	7,976	7,041	88.3%	\$ 587	3,302	3,090	93.6%	\$ 1,019
Ohio	38	2,069	1,557	512	7,325	6,525	89.1%	\$ 516	3,155	2,959	93.8%	\$ 973
Indiana	14	1,111	929	182	4,085	3,634	89.0%	\$ 524	2,013	1,893	94.0%	\$ 1,019
Tennessee (1)	9	733	419	314	2,031	1,894	93.3%	\$ 584	956	921	96.3%	\$ 1,068
New York (2)	8	819	327	492	1,369	1,192	87.1%	\$ 656	512	473	92.4%	\$ 1,189
New Jersey	7	428	264	164	1,530	1,471	96.1%	\$ 778	41	35	85.4%	\$ 1,352
Michigan	4	241	222	19	1,090	946	86.8%	\$ 530	421	404	96.0%	\$ 1,095
Maryland	3	159	124	35	257	217	84.4%	\$ 650	-0-	-0-	N/A	N/A
Alabama	2	69	62	7	297	158	53.2%	\$ 238	139	133	95.7%	\$ 1,128
South Carolina	2	134	55	79	322	238	73.9%	\$ 306	187	181	96.8%	\$ 1,145
Georgia	1	26	26	-0-	118	37	31.4%	\$ 450	40	37	92.5%	\$ 1,211
Total UMH as of (1) September 30, 2025	141	8,181	5,894	2,287	26,400	23,353	88.5%	\$ 566	10,766	10,126	94.1%	\$ 1,027
Acquisition (4)	1	40	40	-0-	130	42	32.3%	\$ 316	21	7	33.3%	\$ 613
Grand Total UMH 2025 to Date	142	8,221	5,934	2,287	26,530	23,395	88.2%	\$ 565	10,787	10,133	93.9%	\$ 1,026

⁽¹⁾ Includes Duck River Estates and River Bluff Estates, two newly constructed communities in 2024. Excludes two Florida communities and one Pennsylvania community owned through joint ventures with Nuveen Real Estate in which the company has a 40% interest for 2025.

Monthly

⁽²⁾ Total and Vacant Acreage of 220 acres for Mountain View Estates property is included in the above summary.

⁽³⁾ Includes home and site rent charges.

⁽⁴⁾ Acquisition of one community completed on October 7, 2025.

Same Property Statistics

(in thousands) (unaudited)

For Three Months Ended For Nine Months Ended

Same Property Community Net Operating Income ("NOI")	September 30, 2025	September 30, 2024	Change	% Change	September 30, 2025	September 30, 2024	Change	% Change
Rental and Related Income Community Operating Expenses	\$ 56,210 22,304	\$ 51,374 21,123	\$ 4,836 1,181	9.4% 5.6%	\$ 164,926 64,522	\$ 152,055 60,875	\$ 12,871 3,647	8.5% 6.0%
Same Property Community NOI	\$ 33,906	\$ 30,251	\$ 3,655	12.1%	\$ 100,404	\$ 91,180	\$ 9,224	10.1%

	September 30, 2025	September 30, 2024	Change
Total Sites	25,684	25,601	0.3%
Occupied Sites	22,726	22,369	357 sites, 1.6%
Occupancy %	88.5%	87.4%	110 bps
Number of Properties	134	134	N/A
Total Rentals	10,607	10,103	5.0%
Occupied Rentals	9,977	9,539	4.6%
Rental Occupancy	94.1%	94.4%	(30 bps)
Monthly Rent Per Site	\$565	\$537	5.2%
Monthly Rent Per Home Rental Including Site	\$1,024	\$970	5.6%

Same Property includes all UMH communities owned as of January 1, 2024, with the exception of Memphis Blues, Duck River Estates and River Bluff Estates.

Acquisitions Summary

(dollars in thousands)

Year of	Number of		Occupancy %	Purchase	Price
Acquisition	Communities	Sites	at Acquisition	Price	Per Site	Total Acres
2021	3	543	59%	\$18,300	\$34	113
2022	7	1,480	65%	\$86,223	\$58	461
2023	1	118	-0-%	\$3,650	\$31	26
2025	5	587	78%	\$41,825	\$71	161

2025 Acquisitions

	Date of		Number		Number
Community	Acquisition	State	of Sites	Purchase Price	of Acres	Occupancy
Cedar Grove	March 24, 2025	NJ	186	\$17,000	25	100%
Maplewood	March 24, 2025	NJ	80	7,600	13	100%
Conowingo Court	July 2, 2025	MD	142	9,855	55	70%
Maybelle Manor	July 2, 2025	MD	49	4,770	28	100%
Albany Dunes	October 7, 2025	GA	130	2,600	40	32%
Total 2025 to Date			587	\$41,825	161	78%

Definitions

Investors and analysts following the real estate industry utilize funds from operations available to common shareholders ("FFO"), normalized funds from operations available to common shareholders ("Normalized FFO"), Community NOI, Same Property Community NOI, and earnings before interest, taxes, depreciation, amortization and acquisition costs ("Adjusted EBITDA excluding Non-Recurring Other Expense"), variously defined, as supplemental performance measures. While the Company believes net income (loss) available to common shareholders, as defined by accounting principles generally accepted in the United States of America (U.S. GAAP), is the most appropriate measure, it considers Community NOI, Same Property Community NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO, given their wide use by and relevance to investors and analysts, appropriate supplemental performance measures. FFO, reflecting the assumption that real estate asset values rise or fall with market conditions, principally adjusts for the effects of U.S. GAAP depreciation and amortization of real estate assets. FFO also adjusts for the effects of the change in the fair value of marketable securities and gains and losses realized on marketable securities. Normalized FFO reflects the same assumptions as FFO except that it also adjusts for amortization of financing costs and certain one-time charges. Community NOI and Same Property Community NOI provide a measure of rental operations and do not factor in depreciation and amortization and non-property specific expenses such as general and administrative expenses. Adjusted EBITDA excluding Non-Recurring Other Expense provides a tool to further evaluate the ability to incur and service debt and to fund dividends and other cash needs. In addition, Community NOI, Same Property Community NOI, Adjusted EBITDA, excluding Non-Recurring Other Expense, FFO and Normalized FFO are commonly used in various ratios, pricing multiples, yields and returns and valuation of calculations used to measure financial position, performance and value.

FFO, as defined by The National Association of Real Estate Investment Trusts ("Nareit"), is calculated to be equal to net income (loss) applicable to common shareholders, as defined by U.S. GAAP, excluding certain gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, the change in the fair value of marketable securities, and the gain or loss on the sale of marketable securities plus certain non-cash items such as real estate asset depreciation and amortization. Included in the Nareit FFO White Paper - 2018 Restatement, is an option pertaining to assets incidental to our main business in the calculation of Nareit FFO to make an election to include or exclude gains and losses on the sale of these assets, such as marketable equity securities, and include or exclude mark-to-market changes in the value recognized on these marketable equity securities. In conjunction with the adoption of the FFO White Paper - 2018 Restatement, for all periods presented, we have elected to exclude the gains and losses realized on marketable securities and change in the fair value of marketable securities from our FFO calculation. Nareit created FFO as a non-GAAP supplemental measure of REIT operating performance.

Normalized FFO is calculated as FFO excluding amortization and certain one-time charges.

Normalized FFO per Diluted Common Share is calculated using diluted weighted shares outstanding of 85.5 million and 84.5 million shares for the three and nine months ended September 30, 2025, respectively, and 76.6 million and 73.0 million shares for the three and nine months ended September 30, 2024, respectively. Common stock equivalents resulting from employee stock options to purchase 6.3 million shares of common stock amounted to 493,000 shares and 669,000 shares, respectively, for the three and nine months ended September 30, 2025, were included in the computation of Diluted Net Income per Share. Common stock equivalents resulting from stock options to purchase 5.4 million shares of common stock amounted to 953,000 and 798,000 shares, for the three and nine months ended September 30, 2024, respectively, were included in the computation of Diluted Net Income per Share.

Community NOI is calculated as rental and related income less community operating expenses such as real estate taxes, repairs and maintenance, community salaries, utilities, insurance and other expenses.

Same Property Community NOI is calculated as Community NOI, using all properties owned as of January 1, 2024, with the exception of Memphis Blues, Duck River Estates and River Bluff Estates.

Adjusted EBITDA excluding Non-Recurring Other Expense is calculated as net income (loss) plus interest expense, franchise taxes, depreciation, the change in the fair value of marketable securities and the gain (loss) on sales of marketable securities, adjusted for non-recurring other expenses.

Community NOI, Same Property Community NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO do not represent cash generated from operating activities in accordance with U.S. GAAP and are not necessarily indicative of cash available to fund cash needs, including the repayment of principal on debt and payment of dividends and distributions. Community NOI, Same Property Community NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO should not be considered as substitutes for net income (loss) applicable to common shareholders (calculated in accordance with U.S. GAAP) as a measure of results of operations, or cash flows (calculated in accordance with U.S. GAAP) as a measure of liquidity. Community NOI, Same Property Community NOI, Adjusted EBITDA excluding Non-Recurring Other Expense, FFO and Normalized FFO as currently calculated by the Company may not be comparable to similarly titled, but variously calculated, measures of other REITs.