Terms

Series

6.375% Series D Cumulative Redeemable Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

6.375%

Rate Type

Fixed

Annual Dividend

$1.59

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

March 5, 2025

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Classes Or Series Of Equity Securities Ranking Senior To Series D Preferred Stock (Subject To Restriction That Issuer Cannot Issue Senior Securities Without 2/3 Vote Of Series D Holders), All Indebtedness Of The Issuer And Its Subsidiaries; Pari Passu With: Any Other Class Or Series Of Equity Securities Specifically Designated To Rank On Parity With Series D Preferred Stock As To Dividend Rights And Liquidation Rights; Senior To: All Classes Or Series Of Common Stock, All Other Equity Securities Ranking Junior To Series D Preferred Stock With Respect To Dividend Rights And Liquidation Rights

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Prospectus Summary

UMH Properties, Inc. is issuing up to $100 million of Series D Cumulative Redeemable Preferred Stock with a fixed 6.375% annual dividend ($1.59375 per share, paid quarterly on March 15, June 15, September 15, and December 15), with a $25.00 liquidation preference. The preferred stock has no stated maturity date and will remain outstanding indefinitely unless redeemed at UMH's discretion at $25.00 per share (plus accrued dividends). As a cumulative preferred, unpaid dividends accrue whether or not declared, and no junior distributions may be made until all cumulative preferreds are satisfied. The Series D Preferred Stock ranks senior to all common stock and equity securities junior to it, but is subordinate to all debt obligations of UMH and its subsidiaries (approximately $614.7 million outstanding as of December 31, 2024). UMH may issue additional parity or senior securities only with the affirmative vote of two-thirds of Series D holders. As a REIT holding company, UMH is inherently structurally subordinated to the debt at the operating partnership level. No regulatory capital call provision exists; the issuer has optional redemption rights at any time and special redemption rights upon a Delisting Event (if NYSE-listed status is lost and SEC reporting is terminated) or Change of Control (>50% voting power acquisition). The effective yield at par is 6.375% annually. REIT dividends do not qualify for the preferential 15%/20% qualified dividend income (QDI) rate and do not qualify for corporate dividend-received deduction (DRD); however, individual, trust, and estate holders may claim a deduction for up to 20% of certain REIT dividends under Section 199A through 2025, reducing the effective tax rate below ordinary income rates. Dividends are payable quarterly with a record date 10–30 days prior to each payment date. A dividend stopper applies: UMH cannot pay dividends on common stock or junior/parity preferreds unless all cumulative Series D dividends (whether declared or not) are paid or set aside in full, preventing distributions on junior securities in arrears periods and creating cashflow discipline.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If we have not paid or set aside full cumulative dividends on Series D Preferred Stock for all past dividend periods, we may not pay dividends or make distributions on common stock or other shares ranking junior or equal to Series D Preferred Stock, nor may we redeem or repurchase such shares (except via exchange for junior securities, compliance with ownership restrictions, or pro rata tender offers). Additionally, our board may not authorize or pay dividends if restricted by debt covenants or applicable law.

Other Preferreds from UMH Properties Inc

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 48 (Average)