UMH Properties : PROSPECTUS SUPPLEMENT

TABLE OF CONTENTS

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-238321

PROSPECTUS SUPPLEMENT (To Prospectus dated June 1, 2020)

UMH Properties, Inc.

Up to $100,000,000 of

6.375% Series D Cumulative Redeemable Preferred Stock

Liquidation Preference $25.00 Per Share

We have entered into a sales agreement with B. Riley Securities, Inc., or the Distribution Agent, relating to the issuance and sale from time to time of up to $100,000,000 in aggregate sales price of our 6.375% Series D Cumulative Redeemable Preferred Stock, par value $0.10 per share, which we refer to as Series D Preferred Stock. The shares of Series D Preferred Stock offered by this prospectus supplement are a further issuance of, will form a single series with, will have the same terms as and will vote on any matters on which holders of Series D Preferred Stock are entitled to vote together with, the outstanding shares of our Series D Preferred Stock. There are currently outstanding 9,121,058 shares of our Series D Preferred Stock.

Holders of Series D Preferred Stock are entitled to cumulative dividends in the amount of $1.59375 per share each year, which is equivalent to the rate of 6.375% of the $25.00 liquidation preference per share. Dividends on our Series D Preferred Stock are payable quarterly in arrears on the 15th day of each of March, June, September and December of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date. The Series D Preferred Stock have no maturity, are not subject to any mandatory redemption, and will remain outstanding indefinitely unless redeemed or otherwise repurchased. Except in limited circumstances relating to our qualification as a real estate investment trust, or REIT, and as described below, the Series D Preferred Stock is not redeemable prior to January 22, 2023. On and after January 22, 2023, the Series D Preferred Stock will be redeemable in whole, or in part, at our option, at a cash redemption price of $25.00 per share, plus all accrued and unpaid dividends (whether or not declared) to, but not including, the date of redemption.

In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined herein), we may, subject to certain conditions, at our option, redeem the Series D Preferred Stock, in whole but not in part, within 90 days after the first date on which such Delisting Event occurred or within 120 days after the first date on which such Change of Control occurred, as applicable, by paying the liquidation preference of $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption (unless the redemption date is after a record date for a Series D Preferred Stock declared dividend payment and prior to the corresponding Series D Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend to be paid on such dividend payment date will be included in the redemption price). If we exercise any of our redemption rights relating to the Series D Preferred Stock, the holders of Series D Preferred Stock so redeemed will not have the conversion right described below.

Upon the occurrence of a Delisting Event or a Change of Control, as applicable, each holder of Series D Preferred Stock will have the right (unless, prior to the Delisting Event Conversion Date or Change of Control Conversion Date (each as defined herein), as applicable, we provide notice of our election to redeem the Series D Preferred Stock) to convert all or part of the Series D Preferred Stock held by such holder on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, into a number of shares of our common stock, par value $0.10 per share (the "common stock"), per share of Series D Preferred Stock to be converted equal to the lesser of: (a) the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable (unless the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, is after a record date for a Series D Preferred Stock declared dividend payment and prior to the corresponding Series D Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend to be paid on such dividend payment date will be included in this sum) by (ii) the Common Share Price (as defined herein) and (b) 3.4843, which we refer to as the Series D Share Cap, subject to certain adjustments and subject, in each case, to provisions for the receipt of alternative consideration as described in this prospectus supplement.

Holders of the Series D Preferred Stock generally have no voting rights, except if we fail to pay dividends for six or more quarterly periods, whether or not consecutive, or with respect to certain specified events. Our Series D Preferred Stock is not subject to any sinking fund. Our Series D Preferred Stock ranks senior to our common stock, with respect to dividend rights and rights upon liquidation, dissolution or winding up.

Our Series D Preferred Stock is listed on the New York Stock Exchange under the symbol "UMH PRD". The last reported sale price for the Series D Preferred Stock on the New York Stock Exchange on January 10, 2023 was $22.73 per share. We are organized and conduct our operations to qualify as a REIT for federal income tax purposes. Our stock is subject to certain restrictions on ownership and transfer intended, among other purposes, to assist us in qualifying as a REIT. See "Description of Capital Stock - Restrictions on Ownership and Transfer" beginning on page 20of the accompanying prospectus for more information about these restrictions.

Sales of shares of the Series D Preferred Stock under this prospectus supplement and the accompanying prospectus may be made in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through the NYSE or any other existing trading market for our Series D Preferred Stock sales made to or through a market maker or sales made by any other method permitted by law, including, but not limited to, negotiated transactions and block trades. The Distribution Agent is not required to sell any specific number or dollar amount of securities, but will use its commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the Distribution Agent and us.

The Distribution Agent will be entitled to compensation at a mutually agreed commission rate of up to 2.0% of the gross sales proceeds from sales of shares of Series D Preferred Stock sold under the sales agreement. In connection with sales of shares of Series D Preferred Stock on our behalf, the Distribution Agent may be deemed to be an "underwriter" within the meaning of the Securities Act and the compensation of the Distribution Agent may be deemed to be underwriting commissions or discounts.

Investing in the Series D Preferred Stock involves risks, including those that are described in the "Risk Factors" sections beginning on page S-14of this prospectus supplement and page 3of the accompanying prospectus, and the risks set forth under the caption "Item 1A. Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2021 as they may be updated by our subsequent reports filed with the Securities and Exchange Commission, all of which are incorporated by reference into this prospectus supplement.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

B. Riley Securities

The date of this prospectus supplement is January 10, 2023

TABLE OF CONTENTS

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

		Page
	ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
FORWARD-LOOKING STATEMENTS		S-2
	SUMMARY		S-4
RISK FACTORS	S-14
	USE OF PROCEEDS	S-20
DESCRIPTION OF THE SERIES D PREFERRED STOCK	S-21
	ADDITIONAL MATERIAL FEDERAL INCOME TAX CONSIDERATIONS	S-32
PLAN OF DISTRIBUTION	S-38
	LEGAL MATTERS	S-40
EXPERTS	S-40
	WHERE YOU CAN FIND MORE INFORMATION	S-40
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	S-41
	PROSPECTUS
		Page
	ABOUT THIS PROSPECTUS	1
UMH PROPERTIES, INC.	1
	RISK FACTORS	3
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	19
	USE OF PROCEEDS	19
DESCRIPTION OF CAPITAL STOCK	20
	DESCRIPTION OF DEBT SECURITIES	29
CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BY-LAWS	35
	MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	39
PLAN OF DISTRIBUTION	53
	LEGAL MATTERS	54
EXPERTS	54
	WHERE YOU CAN FIND MORE INFORMATION	54
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	55

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS SUPPLEMENT

You should read this prospectus supplement along with the accompanying prospectus, as well as the information incorporated by reference herein and therein, carefully before you invest in our Series D Preferred Stock. These documents contain important information that you should consider before making your investment decision. This prospectus supplement and the accompanying prospectus contain the terms of this offering of Series D Preferred Stock. The accompanying prospectus contains information about our securities generally, some of which does not apply to the Series D Preferred Stock covered by this prospectus supplement. This prospectus supplement may add, update or change information contained in or incorporated by reference in the accompanying prospectus. If the information in this prospectus supplement is inconsistent with any information contained in or incorporated by reference in the accompanying prospectus, the information in this prospectus supplement will apply and will supersede the inconsistent information contained in or incorporated by reference in the accompanying prospectus.

It is important for you to read and consider all of the information contained in this prospectus supplement and the accompanying prospectus before making your investment decision. You should also read and consider the additional information incorporated by reference in this prospectus supplement and the accompanying prospectus before making your investment decision. See "Incorporation of Certain Information by Reference" in this prospectus supplement.

You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus and any related free writing prospectus required to be filed with the SEC. We have not authorized any other person to provide you with additional or different information. If anyone provides you with additional or different information, you should not rely on it. We are not making an offer to sell the Series D Preferred Stock in any jurisdiction where the offer or sale is not permitted.

You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, any such free writing prospectus and the documents incorporated by reference herein and therein is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless this prospectus supplement otherwise indicates or the context otherwise requires, the terms "our," "us," "our company" and "we" as used in this prospectus supplement refer to UMH Properties, Inc. and its consolidated subsidiaries. All references in this prospectus supplement to the Annual Report on Form 10-K for the year ended December 31, 2021 refer to the Annual Report on Form 10-K, as filed with the SEC on February 24, 2022.

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TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, each include "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Also, documents we subsequently file with the SEC and incorporate by reference will contain forward-looking statements. In particular, statements relating to our liquidity and capital resources, portfolio performance and results of operations contain forward-looking statements. Furthermore, all of the statements regarding future financial performance are forward-looking statements. We are including this cautionary statement to make applicable and take advantage of the safe harbor provisions of the Securities Act and Exchange Act for any such forward-looking statements. We caution investors that any forward-looking statements presented in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, are based on management's belief and assumptions made by, and information currently available to, management. When used, the words "anticipate," "believe," "expect," "intend," "may," "might," "plan," "estimate," "project," "should," "will," "result," "seek," and similar expressions, or the negative use of these words, are intended to identify forward- looking statements, but the absence of these words does not necessarily mean that statement is not a forward-looking statement. Forward-looking statements include statements about our expectations, beliefs, intentions, plans, objectives, goals, strategies, future events, performance and underlying assumptions and other statements that are not historical facts.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. Some of these factors are described in this prospectus supplement under the headings "Risk Factors," as well as "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" as included in our Annual Report on Form 10-K for the year ended December 31, 2021, and our subsequent Quarterly Reports on Form 10-Q, all of which are incorporated by reference herein. These and other risks, uncertainties and factors could cause our actual results to differ materially from those included in any forward-looking statements we make. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that could cause actual results to differ materially from our expectations include, among others:

• changes in real estate market conditions and general economic conditions;
• risks and uncertainties related to the ongoing global outbreak of the novel coronavirus (COVID-19);
• the inherent risks associated with owning real estate, including local real estate market conditions, governing laws and regulations 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 rental rates and occupancy levels;
• changes in market rates of interest;
• inflation, including increases in commodity prices 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;

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