Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on October 31, 2024

Registration No. 333-_________

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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UMH PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

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Maryland		22-1890929
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ		07728
(Address of Principal Executive Offices)		(Zip Code)

UMH PROPERTIES, INC. 401(k) PLAN

 (Full title of the plan)

Craig Koster, General Counsel

UMH Properties, Inc.

3499 Route 9 North, Suite 3C

Freehold, NJ 07728

[phone]

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒			Accelerated filer
Non-accelerated filer			(Do not check if smaller reporting company)	Smaller reporting company
				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 7(a)(2)(B) of the Securities Act.    ☐

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EXPLANATORY NOTE

This Registration Statement on Form S-8 under the Securities Act of 1933 is filed by UMH Properties, Inc. (the “Company”) for the purpose of registering (i) up to 500,000 shares of common stock, par value $0.10 per share (the “Common Stock”), of the Company to be purchased from time to time under the UMH Properties, Inc. 401(k) Plan (the “401(k) Plan”) by the Trustee (as defined in the 401(k) Plan) with contributions made by the Company and with salary deferrals by those participants who elect to invest in the Company’s Common Stock Fund under the 401(k) Plan; and (ii) an indeterminate amount of plan interests issuable under the 401(k) Plan.

PART I

 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants in the 401(k) Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).  These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference

The following documents filed by the Company with the Commission are incorporated in and made a part of this Registration Statement by reference, in each case as of their respective dates:

•

The Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on February 28, 2024 (including information specifically incorporated by reference into such Annual Report on Form 10-K from the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 5, 2024 in connection with the Company’s Annual Meeting of Stockholders held on May 29, 2024);

 

•

The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, filed with the Commission on May 2, 2024 and August 6, 2024, respectively;

 

•

The Company’s Current Reports on Form 8-K filed with the Commission on March 13, 2024, April 4, 2024, May 30, 2024 and September 16, 2024 (other than any information in such reports that was “furnished” but not “filed”); and

 

•

The description of the common stock which is contained in the Company’s registration statement on Form 8-A filed with the Commission on February 28, 2012, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or reports filed for the purpose of updating such description.

 

In addition, all documents filed by the Company with the Commission subsequent to the filing date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than any information in such documents that is “furnished” but not “filed”) prior to the filing of a post-effective amendment which indicates that all securities offered by this Registration Statement have been sold or which de-registers all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

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Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequent filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement, except as indicated herein.

Item 4.

Description of Securities

Not applicable.

Item 5.

Interests of Named Experts and Counsel

Not applicable.

 

Item 6.

Indemnification of Directors and Officers

The Company is incorporated under the laws of the State of Maryland. The Maryland General Corporation Law (the “MGCL”) permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages, other than liability resulting from (i) actual receipt of an improper benefit or profit in money, property or services or (ii) active and deliberate dishonesty that was established by a final judgment and was material to the cause of action. The Company’s charter contains a provision that eliminates the liability of its directors and officers to the maximum extent permitted by Maryland law.

The MGCL requires a Maryland corporation (unless its charter provides otherwise, which the Company’s does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. The MGCL permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (i) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) the director or officer actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or on behalf of the corporation or for a judgment of liability on the basis that personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by or on behalf of the corporation, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

In addition, Maryland law permits a Maryland corporation to advance reasonable expenses to a director or officer upon receipt of (i) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the Company and (ii) a written undertaking by him or her on his or her behalf to repay the amount paid or reimbursed by the Company if it is ultimately determined that the standard of conduct was not met.

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The Company’s charter requires it, to the fullest extent permitted by Maryland law as in effect from time to time, to indemnify and advance expenses to its directors and officers, whether serving the Company or at its request any other entity, who were or are parties or are threatened to be made parties to any threatened or actual suit, investigation or other proceeding, including administrative actions, as a result of their status or actions as directors or officers of the Company. The Company’s charter authorizes it to provide the same indemnification and advancement of expenses to employees and agents of the Company.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The Company has entered into indemnification agreements with its directors and executive officers which generally provide that the Company is required to indemnify any director or officer who was, is or becomes a party to or witness or other participant in: (i) any threatened, pending or completed action, suit or proceeding in which such director or officer may be or may have been involved, as a party or otherwise, by reason of the fact that the director or officer was acting in his or her capacity as a director or officer of the Company; and (ii) any inquiry, hearing or investigation that such director or officer in good faith believes might lead to the institution of any such action, suit or proceeding against any and all expenses, to the fullest extent permitted by law.

Item 7.

Exemption from Registration Claimed

Not Applicable.

Item 8.

Exhibits

The following is a list of Exhibits filed or incorporated by reference as part of this Registration Statement:

Exhibit Number		Description of Exhibit
5.1		Not applicable.  (As the use of original issuance securities under this Registration Statement is not contemplated, no opinion as to the legality of the shares is included in this filing in accordance with Item 8(a) of Form S-8.  In the event original issuance securities are hereafter offered and sold, an opinion of counsel will be filed by amendment.)
5.2*		Internal Revenue Service Opinion Letter
23.1*		Consent of PKF O’Connor Davies, LLP.
24.1		Powers of Attorney (included on the signature page).
107*		Calculation of Filing Fee Table

Item 9.

Undertakings

(a)  The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that:

(A)

Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

2.  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant had been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Freehold, State of New Jersey, on October 31, 2024.

	UMH PROPERTIES, INC.
	By:	/s/ SAMUEL A. LANDY
		Samuel A. Landy
		President, Chief Executive Officer and Director (Principal Executive Officer)

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Samuel A. Landy, Anna T. Chew and Craig Koster, and each of them, his or her true and lawful attorneys in fact and agents with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) of and supplements to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto such attorneys in fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that such attorneys in fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ EUGENE W. LANDY		Chairman of the Board		October 31, 2024
Eugene W. Landy
/s/ SAMUEL A. LANDY		President, Chief Executive Officer (Principal Executive Officer), Director		October 31, 2024
Samuel A. Landy
/s/ ANNA T. CHEW		Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer), Treasurer and Director		October 31, 2024
Anna T. Chew
/s/ AMY BUTEWICZ		Director		October 31, 2024
Amy Butewicz
/s/ JEFFREY A. CARUS		Director		October 31, 2024
Jeffrey A. Carus
/s/ KIERNAN CONWAY		Director		October 31, 2024
Kiernan Conway
/s/ MATTHEW HIRSCH		Director		October 31, 2024
Matthew Hirsch
/s/ MICHAEL P. LANDY		Director		October 31, 2024
Michael P. Landy
/s/ STUART D. LEVY		Director		October 31, 2024
Stuart D. Levy
/s/ WILLIAM E. MITCHELL		Director		October 31, 2024
William E. Mitchell
/s/ ANGELA D. PRUITT-MARRIOTT		Director		October 31, 2024
Angela D. Pruitt-Marriott
/s/ KENNETH K. QUIGLEY, JR.		Director		October 31, 2024
Kenneth K. Quigley, Jr.

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Pursuant to the requirements of the Securities Act, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Freehold, State of New Jersey, on October 31, 2024.

	UMH PROPERTIES, INC. 401(k) PLAN
	By:	UMH PROPERTIES, INC. (as Plan Administrator)

		By:	/s/ ANNA T. CHEW
			Anna T. Chew
			Executive Vice President and Chief Financial Officer

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EXHIBIT 5.2

Internal Revenue Service Opinion Letter

(attached)

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TAX EXEMPT AND GOVERNMENT ENTITIES DIVISION

DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE WASHINGTON, D.C. 20224

Plan Description: Non-Standardized Pre-Approved Profit Sharing Plan With CODA

FFN: 31707440004-006 Case: 201900076 EIN: 42-0127290

Letter Serial No: Q702477a

Date of Submission: 12/31/2018

PRINCIPAL LIFE INSURANCE COMPANY	Contact Person:
711 HIGH STREET	Janell Hayes
DES MOINES, IA 50392	Telephone Number:
	513-975-6319
	In Reference To: TEGE:EP:7521
	Date: 06/30/2020

 

Dear Applicant:

In our opinion, the form of the plan identified above is acceptable for use by employers for the benefit of their employees under Internal Revenue Code (IRC) Section 401.

We considered the changes in qualification requirements in the 2017 Cumulative List of Notice 2017-37, 2017-29 Internal Revenue Bulletin (IRB) 89. Our opinion relates only to the acceptability of the form of the plan under the IRC. We did not consider the effect of other federal or local statutes.

You must provide the following to each employer who adopts this plan:

. A copy of this letter

. A copy of the approved plan

. Copies of any subsequent amendments including their dates of adoption

. Direct contact information including address and telephone number of the plan provider

Our opinion on the acceptability of the plan's form is a determination as to the qualification of the plan as adopted by a particular employer only under the circumstances, and to the extent, described in Revenue Procedure (Rev. Proc.) 2017-41, 2017-29 I.R.B. 92. The employer who adopts this plan can generally rely on this letter to the extent described in Rev. Proc. 2017-41. Thus, Employee Plans Determinations, except as provided in Section 12 of Rev. Proc. 2020-4, 2020-01 I.R.B. 148 (as updated annually), will not issue a determination letter to an employer who adopts this plan. Review Rev. Proc. 2020-4 to determine the eligibility of an adopting employer, and the items needed, to submit a determination letter application. The employer must also follow the terms of the plan in operation.

Except as provided below, our opinion doesn't apply to the requirements of IRC Sections 401(a)(4), 401(I), 410(b), and 414(s). Our opinion doesn't apply to IRC Sections 415 and 416 if an employer maintains or ever maintained another qualified plan for one or more employees covered by this plan. For this purpose, we will not consider the employer to have maintained another defined contribution plan provided both of the following are true:

. The employer terminated the other plan before the effective date of this plan

. No annual additions have been credited to any participant's account under the other plan as of any date within the limitation year of this plan

Also, for this purpose, we'll consider an employer as maintaining another defined contribution plan, if the employer maintains any of the following:

. A welfare benefit fund defined in IRC Section 419(e), which provides post-retirement medical benefits allocated to separate accounts for key employees as defined in IRC Section 419A(d)

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PRINCIPAL LIFE INSURANCE COMPANY

FFN: 31707440004-006

Page: 2

 

. An individual medical account as defined in IRC Section 415(1)(2), which is part of a pension or annuity plan maintained by the employer

. A simplified employee pension plan

Our opinion doesn't apply to Treasury Regulations Section 1.401(a)-1(b)(2) requirements for a money purchase plan or target benefit plan where the normal retirement age under the employer's plan is lower than age 62.

Our opinion doesn't constitute a determination that the plan is an IRC Section 414(d) governmental plan.

 

This letter is not a ruling with respect to the tax treatment to be given contributions which are picked up by the governmental employing unit within the meaning of IRC Section 414(h)(2).

Our opinion doesn't constitute a determination that the plan is an IRC Section 414(e) church plan.

 

Our opinion may not be relied on by a non-electing church plan for rules governing pre-ERISA participation and coverage.

Our opinion applies to the requirements of IRC Section 410(b) if 100 percent of all non-excludable employees benefit under the plan.

Employers who choose a safe harbor allocation formula and a safe harbor compensation definition may also rely on this opinion letter for the non-discriminatory amounts requirement under IRC Section 401(a)(4).

If this plan includes a cash or deferred arrangement (CODA) or otherwise provides for contributions subject to IRC Sections 401(k) and/or 401(m), the employer may rely on the opinion letter regarding the form of the

non-discrimination tests of IRC Sections 401(k)(3) and 401(m)(2), if the employer uses a safe harbor compensation definition. For plans described in IRC Sections 401(k)(12) or (13) and/or 401(m)(11) or (12), employers may rely on the opinion letter regarding whether the plan's form satisfies the requirements of those sections unless the plan provides for the safe harbor contribution to be made under another plan. For SIMPLE plans described in IRC Sections 401(k)(11) and 401(m)(10), employers may also rely on the opinion letter regarding whether the plan's form satisfies the requirements of those sections.

The provisions of this plan override any conflicting provision contained in the trust or custodial account documents used with the plan, and an adopting employer may not rely on this letter to the extent that provisions of a trust or custodial account that are a separate portion of the plan override or conflict with the provisions of the plan document. This opinion letter does not cover any provisions in trust or custodial account documents.

An employer who adopts this plan may not rely on this letter when:

. the plan is being used to amend or restate a plan of the employer which was not previously qualified

. the employer's adoption of the plan precedes the issuance of the letter

. the employer doesn't correctly complete the adoption agreement or other elective provisions in the plan

. the plan is not identical to the pre-approved plan (that is, the employer has made amendments that cause the plan not to be considered identical to the pre-approved plan, as described in Section 8.03 of Rev. Proc. 2017-41)

Our opinion doesn't apply to what is contained in any documents referenced outside the plan or adoption agreement, if applicable, such as a collective bargaining agreement.

Our opinion doesn't consider issues under Title I of the Employee Retirement Income Security Act (ERISA) which are administered by the Department of Labor.

If you, the pre-approved plan provider, have questions about the status of this case, you can call the telephone number at the top of the first page of this letter. This number is only for the provider's use.

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PRINCIPAL LIFE INSURANCE COMPANY

FFN: 31707440004-006

Page: 3

Individual participants or adopting eligible employers with questions about the plan should contact you.

You must include your address and telephone number on the pre-approved plan or the plan's adoption agreement, if applicable, so that adopting employers can contact you directly.

If you write to us about this plan, provide your telephone number and the best time to call if we need more information. Whether you call or write, refer to the letter serial number and file folder number at the top of the first page of this letter.

Let us know if you change or discontinue sponsorship of this plan.

Keep this letter for your records.

	Sincerely Yours,
	Khin M. Chow
	Director, EP Rulings & Agreements

Letter 6186 (June-2020)

Catalog Number 72434C

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EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

UMH Properties, Inc.

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8, pertaining to the registration by UMH Properties, Inc. (the “Company”) of shares of the Company’s common stock (“Common Stock”) to be purchased from time to time under the UMH Properties, Inc. 401(k) Plan (the “401(k) Plan”), of our reports dated February 28, 2024, with respect to the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the related consolidated statements of income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related financial statement schedule, and with respect to the effectiveness of internal control over financial reporting as of December 31, 2023, which reports appear in the December 31, 2023 Annual Report on Form 10-K of UMH Properties, Inc.

	PKF O’CONNOR DAVIES, LLP
October 31, 2024
New York, New York

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Calculation of Filing Fee Tables

S-8

UMH PROPERTIES, INC.

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Common Stock, to be purchased pursuant to the UMH Properties, Inc. 401(k) Plan	Other	500,000	$ 18.95	$ 9,475,000.00	0.0001531	$ 1,450.62
Total Offering Amounts:						$ 9,475,000.00		$ 1,450.62
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 1,450.62

Offering Note

1

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-8 (the "Registration Statement") shall also cover any additional shares of Common Stock of UMH Properties, Inc. (the "Registrant") as may become available for issuance pursuant to the UMH Properties, Inc. 401(k) Plan (the "Plan") by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) The price per share, which is estimated using the average of the high and low sale prices per share of the Common Stock as reported on the New York Stock Exchange on October 25, 2024 (which date is within five business days prior to filing this Registration Statement) is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and (h) under the Securities Act.

Submission	Oct. 30, 2024
Submission [Line Items]
Central Index Key	0000752642
Registrant Name	UMH PROPERTIES, INC.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Oct. 30, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, to be purchased pursuant to the UMH Properties, Inc. 401(k) Plan
Amount Registered | shares	500,000
Proposed Maximum Offering Price per Unit	18.95
Maximum Aggregate Offering Price	$ 9,475,000.00
Fee Rate	0.01531%
Amount of Registration Fee	$ 1,450.62
Offering Note	(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-8 (the "Registration Statement") shall also cover any additional shares of Common Stock of UMH Properties, Inc. (the "Registrant") as may become available for issuance pursuant to the UMH Properties, Inc. 401(k) Plan (the "Plan") by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) The price per share, which is estimated using the average of the high and low sale prices per share of the Common Stock as reported on the New York Stock Exchange on October 25, 2024 (which date is within five business days prior to filing this Registration Statement) is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and (h) under the Securities Act.

Fees Summary	Oct. 30, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 9,475,000.00
Total Fee Amount	1,450.62
Total Offset Amount	0.00
Net Fee	$ 1,450.62

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