Form 8-K

8-K — UMH PROPERTIES, INC.

Accession: 0001493152-26-029783

Filed: 2026-06-23

Period: 2026-06-18

CIK: 0000752642

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

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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): June 18, 2026

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, $.10 par value

UMH

New

York Stock Exchange

6.375%

Series D Cumulative Redeemable Preferred Stock, $.10 par value

UMH

PRD

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 ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02 Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

Kevin

Miller Employment Agreement

June 18, 2026, the Company entered into an Employment Agreement (“Miller Agreement”) with Kevin Miller, the Company’s

newly appointed Executive Vice President, Chief Financial Officer and Treasurer, effective as of June 1, 2026. The Miller Agreement has

an initial term ending on January 1, 2027 and will be renewed automatically thereafter for successive one (1) year terms commencing on

the first day of each calendar year unless otherwise terminated pursuant to the terms of the Miller Agreement. Pursuant to the terms

of the Miller Agreement, Mr. Miller is entitled to receive an annual base salary of $430,000 (which shall be pro-rated for 2026). Mr.

Miller’s base salary will be reviewed at least annually by the Compensation Committee and may be increased (but not decreased)

in its discretion. Mr. Miller shall also be eligible to receive an annual cash bonus for any calendar year under the Miller Agreement

with a target value equal to sixty percent (60%) of Mr. Miller’s base salary in effect for the calendar year (pro-rated for the

2026 calendar year based upon the June 1, 2026 commencement of employment). Such annual cash bonus shall be based on a combination of

corporate/financial metrics and individual performance goals to be established by the Compensation Committee in consultation with Mr.

Miller. For each year during the term of the Miller Agreement, Mr. Miller will also be eligible to participate in and receive a long

term equity compensation award under the UMH Properties, Inc. 2023 Equity Incentive Award Plan or any successor stock or long term equity-based

incentive plan adopted by the Company. Long term equity awards may be provided to Mr. Miller in the form of stock options, restricted

stock units, performance-based restricted stock units, restricted stock, long-term incentive plan units, profits interests, and/or other

equity or equity-based types of award, as determined by the Compensation Committee in accordance with plan terms. Any such equity awards

shall be subject to performance-based and time-based vesting requirements as determined by the Compensation Committee. Performance-based

vesting requirements that the Compensation Committee may elect to utilize for this purpose may include, without limitation, one or more

of the following: normalized FFO per share growth, total shareholder return, same property occupancy increase, NOI growth, sale increase,

acquisitions, development of sites (including through any joint ventures), capital raising and ESG. Awarded equity compensation may also

be based in part upon the performance-based relative shareholder return of the Company as compared to the MSCI US REIT Index. Equity

award amounts shall be reviewed at least annually by the Compensation Committee and may be increased (but not decreased) in its discretion.

Any long term equity award for 2026 shall be pro-rated based upon Mr. Miller’s June 1, 2026 commencement of employment.

Under

the Miller Agreement, if Mr. Miller’s employment is terminated (A) by the Company other than for cause (as defined in the Miller

Agreement), (B) by Mr. Miller for good reason (as defined in the Miller Agreement), (C) due to non-renewal by the Company at the end

of the applicable term, or (D) due to Mr. Miller’s death or disability (as defined in the Miller Agreement), then Mr. Miller, in

addition to receiving any accrued but unpaid compensation and any nonforfeitable benefits to which Mr. Miller is entitled under benefit

plans maintained by the Company as provided in the Miller Agreement, and subject (except in the case of Mr. Miller’s death) to

a customary release and separation agreement being executed by Mr. Miller, will be entitled to receive any unpaid cash bonus payable

for any completed prior year and an amount equal to three (3) times (or, in the case of Mr. Miller’s termination due to death or

disability, one (1) times) the sum of (i) Mr. Miller’s base salary as in effect for the calendar year in which the termination

occurs plus (ii) the average of the annual cash bonus amounts earned by Mr. Miller over the three (3) year period immediately preceding

the year in which Mr. Miller’s termination occurs. Such amounts described in (i) and (ii) shall be paid under the Miller Agreement

in thirty-six (36) equal monthly installments (or twelve (12) equal monthly installments in the event of termination due to Mr. Miller’s

disability or death), except upon a termination at or within twenty-four (24) months after a change of control of the Company. Further,

any unvested stock options or time-based equity or equity-based awards granted or issued to Mr. Miller prior to the date of termination

shall vest ratably over the thirty-six (36) month period immediately following the date of termination (or, in the case of Mr. Miller’s

termination due to death or disability, ratably over the twelve (12) month period immediately following his termination due to death

or disability) as if Mr. Miller remained fully employed for such period. The foregoing amounts, excluding accrued but unpaid compensation

and any nonforfeitable incentive benefits to which Mr. Miller is entitled under benefit plans maintained by the Company as provided in

the Miller Agreement, are collectively referred to herein as the “Miller Termination Benefit”.

Mr. Miller’s employment is terminated by the Company for cause or Mr. Miller terminates his employment without good reason, he

shall not be entitled to receive the Miller Termination Benefit and shall only receive accrued but unpaid compensation and any nonforfeitable

benefits to which Mr. Miller is entitled under benefit plans maintained by the Company as provided in the Miller Agreement through the

date of termination.

The

Miller Agreement also provides that in the event Mr. Miller’s employment is terminated at or within twenty-four (24) months following

the consummation of a change of control of the Company, either without cause by the Company or its successor (including as a result of

the Company’s or its successor’s decision not to renew the Miller Agreement at the end of the applicable term), or due to

Mr. Miller’s death or disability, or by Mr. Miller for good reason, and Mr. Miller would otherwise be entitled to receive the Miller

Termination Benefit described above as a result of such termination of his employment, then Mr. Miller shall be entitled to receive a

single lump sum payment of the Miller Termination Benefit not later than sixty (60) days following the termination, provided that such

a lump-sum payment would be permitted by applicable provisions of the Internal Revenue Code.

The

Miller Agreement also entitles Mr. Miller (and, as applicable, his spouse and eligible dependents) to certain customary fringe benefits,

including vacation, life insurance and health benefits and the right to participate in the Company’s 401(k) retirement plan.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Number

Description

10.1

Employment Agreement, dated June 18, 2026 (effective as of June 1, 2026), between UMH Properties Inc. and Kevin Miller

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:

June 23, 2026

By:

/s/ Samuel A. Landy

Name:

Samuel A. Landy

President and Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

UMH

PROPERTIES, INC.

EMPLOYMENT AGREEMENT

EXECUTED JUNE 18, 2026

EFFECTIVE AS OF JUNE 1, 2026

AND BETWEEN:

UMH

PROPERTIES, INC,

Maryland Corporation (the “Corporation”)

AND:

Kevin

Miller (“Employee”)

BACKGROUND

WHEREAS,

Employee and the Corporation desire to enter into an Employment Agreement, to be effective as of June 1, 2026; and

NOW,

THEREFORE, in consideration of the mutual promises and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged

by the parties hereto, the Corporation and Employee agree as follows (the “Agreement”):

TERMS

1. Term

of Employment.

The

Corporation agrees to employ Employee and Employee agrees to be employed in the capacity of Executive Vice President, Chief Financial

Officer and Treasurer for an initial term of seven (7) months, effective as of June 1, 2026 (the “Effective Date”) and terminating

on January 1, 2027; provided, however, that this Agreement will be renewed automatically thereafter for successive one (1) year

terms commencing on the first day of each calendar year (January 1) (each a “Renewal Date”) unless (i) the Corporation and

Employee mutually agree to enter into a new employment agreement prior to the relevant Renewal Date or (ii) Employee’s employment

is earlier terminated in accordance with the provisions of Section 11 of this Agreement. The period during which Employee is employed

with the Corporation under this Agreement, including all renewal periods, is referred to as the “Term.”

2. Time

and Efforts.

Employee

shall diligently and conscientiously devote Employee’s time and attention and use Employee’s best efforts in the discharge

of Employee’s duties as Executive Vice President, Chief Financial Officer and Treasurer of the Corporation. Employee may also serve

on boards of directors and engage in religious, charitable or other community activities as long as (i) such service and activities do

not materially interfere or result in a conflict of interest with Employee’s performance of Employee’s duties to the Corporation

and (ii) if requested by the Board of Directors of the Corporation (the “Board”), Employee shall provide prior written notice

to the Board if Employee intends to become a member of the board of directors of any other for-profit business.

3. Board

of Directors

Employee

should at all times discharge Employee’s duties in consultation with and under the supervision of the Board and the Corporation’s

President and Chief Executive Officer and such duties and Employee’s authority shall be commensurate with Employee’s title

and position with the Corporation. In the performance of Employee’s duties, Employee shall make Employee’s principal office

the Corporation’s headquarters (currently located at 3499 Route 9 North in Freehold, New Jersey) or such other place as both the

Board and Employee may from time to time agree.

4. Compensation.

The

Corporation shall pay to Employee, as compensation for Employee’s services, a base salary at the annual rate equal to $430,000

(which amount shall be pro-rated for 2026), which shall be paid in such intervals as salaries are paid generally to other executive officers

of the Corporation. Employee’s base salary shall be reviewed at least annually by the Compensation Committee of the Board (the

“Compensation Committee”) and may be increased (but not decreased) in its discretion (taking into account the recommendation

of the Corporation’s President and Chief Executive Officer).

5. Cash

Bonus Opportunity.

Employee’s

annual target cash bonus for any calendar year under this Agreement shall be equal to 60% percent of Employee’s base salary as

in effect for such calendar year, prorated for the 2026 calendar year based upon the June 1, 2026 commencement of Mr. Miller’s

appointment as Executive Vice President, Chief Financial Officer and Treasurer. On each annual compensation determination date established

by the Corporation during the Term in respect of the Corporation’s senior executive team, the Corporation shall review the performance

of the Corporation and of Employee during the prior year relative to such performance goals as may have been established by the Compensation

Committee in connection with such bonus year, and the Compensation Committee may provide Employee with additional compensation in the

form of a cash bonus if the Compensation Committee, in its discretion (taking into account the recommendation of the Corporation’s

President and Chief Executive Officer) and with consideration of the target bonus and performance criteria described above, determines

that Employee’s contribution to the Corporation warrants such annual bonus. Such bonus for any calendar year shall be paid in cash

no later than March 15 of the calendar year following the bonus year. Except as otherwise provided in this Agreement, Employee must be

actively employed by the Corporation on the payment date and shall not have given or received notice of resignation or termination in

order to receive payment of the bonus. The bonus will be based on a combination of corporate/financial metrics and individual performance

goals to be established by the Compensation Committee in consultation with the Employee.

6. Equity

Compensation Opportunity.

For

each calendar year during the Term, Employee will be eligible to participate in and receive a long term award under the Corporation’s

Stock Plan (as defined below). The value of Employee’s annual target equity compensation award under the Stock Plan, for each calendar

year for which such an award is made to Employee under this Agreement, shall be equal to an amount that is not less than $258,000 (which

minimum amount shall be pro-rated for the partial year 2026). Long term incentive awards may be provided in the form of stock options,

restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”), restricted stock, long-term

incentive plan (“LTIP”) units, profits interests, and/or other equity or equity-based types of award, as determined by the

Compensation Committee in accordance with the terms of the UMH Properties, Inc. 2023 Equity Incentive Award Plan or any successor stock

or long term equity-based incentive plan adopted by the Corporation from time to time (the “Stock Plan”). Equity award amounts

shall be reviewed at least annually by the Compensation Committee and may be increased (but not decreased) in its discretion (taking

into account the recommendation of the Corporation’s President and Chief Executive Officer). Such awards will be pro-rated for

any partial year of employment. Such awards will be subject to time-based and performance-based vesting as determined by the Compensation

Committee.

7. Expenses.

The

Corporation will reimburse Employee for reasonable and necessary expenses incurred by Employee in carrying out Employee’s duties

under this Agreement. Employee shall present to the Corporation from time to time an itemized account of such expenses in such form as

may be required by the Corporation.

8. Vacation.

Employee

shall be entitled to take four (4) paid weeks’ vacation per year (three (3) weeks in the case of the partial year 2026) and the

same holidays as provided for other members of the staff, in each case consistent with the Corporation’s policy governing vacation

and holidays.

9. 401(k)

Plan.

Employee,

at Employee’s option, may participate in the Corporation’s 401(k) plan according to its terms.

10. Other

Employee Benefits.

a. Employee

(and, as applicable, Employee’s spouse and eligible dependent(s)) shall be entitled during the term of this Agreement to participate

in any other qualified retirement, group health and medical insurance, and group life or other insurance benefit plans providing benefits

generally applicable to the employees of UMH Properties, Inc. and its subsidiaries as may be in effect from time to time, as such plans

may be modified from time to time, subject to eligibility and the express terms of all such plans. Employee shall also be eligible for

any executive-level benefit plans and programs as may be in effect from time to time, pursuant to the respective terms of such plans

and programs.

b. Employee

agrees to assist the Corporation in procuring key man insurance coverage for the benefit of the Corporation by submitting to the usual

and customary medical and other examinations to be conducted by such physicians as the Corporation or insurance company may reasonably

designate and by signing such applications and other written instruments as may be required by the insurance companies to which application

is made for such insurance coverage. The Corporation shall be responsible for all costs related to the procurement of such coverage.

Employee’s failure to submit to such usual and customary medical and other examinations shall be deemed a material breach of this

Agreement.

11. Termination

a. Termination

by the Corporation Other than for Cause; Termination by Employee for Good Reason; Termination Due to Non-Renewal by the Corporation;

or Termination Due to Employee’s Death or Disability. If (i) Employee’s employment with the Corporation is terminated

(x) by the Corporation other than for “Cause” (as defined in Section 11(b)(1) of this Agreement), (y) by Employee for “Good

Reason” (as defined in Section 11(b)(2) of this Agreement), or (z) on a Renewal Date as a result of a decision by the Corporation

pursuant to Section 1 not to renew this Agreement, or (ii) Employee’s employment with the Corporation terminates due to Employee’s

death or Disability, Employee (or Employee’s estate, if applicable) shall, in addition to receiving any Accrued but Unpaid Compensation

and the Nonforfeitable Incentive Benefits (as each such term is defined in Section 11(b)(1) of this Agreement), subject to a customary

release and separation agreement (which shall not include any non-competition covenant) being executed, delivered and not revoked by

Employee within sixty (60) days following termination (other than a termination due to Employee’s death), (A) be entitled to receive

(x) any unpaid cash bonus payable to Employee for any completed prior year pursuant to Section 5 of this Agreement, payable at the same

time bonus payments for such prior year are made to other executives of the Corporation, and (y) an amount (the “Separation Amount”)

equal to three (3) times (or, in the case of Employee’s termination due to death or Disability, one (1) times) the sum of (i) Employee’s

base salary as in effect for the calendar year in which the termination under this Section 11(a) occurs plus (ii) the average of the

annual cash bonus amounts earned by Employee over the three (3) year period immediately preceding the year in which Employee’s

termination occurs, as calculated by the Corporation, such Separation Amount to be paid (except as provided in Section 12(b) of this

Agreement in the event of Employee’s termination at the time of, or within twenty-four (24) months after, a Change of Control,

as defined in Section 12(a) of this Agreement) in thirty-six (36) consecutive and equal monthly installments (or, in the case of Employee’s

termination due to death or Disability, in twelve (12) consecutive and equal monthly installments), with the first installment to be

paid in the month immediately following Employee’s execution, delivery and non-revocation of the separation and release agreement

referred to above (or, in the case of termination due to Employee’s death, with the first installment to be paid in the month immediately

following Employee’s death) (clauses (x) and (y) being referred to collectively as the “Termination Benefit”) and (B)

vest in any unvested stock options or time-based equity or equity-based awards (e.g., RSUs, PRSUs, LTIP units, and/or profits interests,

as applicable) granted or issued to Employee prior to the date of termination ratably over the thirty-six (36) month period immediately

following the date of termination (or, in the case of Employee’s termination due to death or Disability, ratably over the twelve

(12) month period immediately following Employee’s termination due to death or Disability) as if Employee remained fully employed

for such period, and with any performance goals applicable to an award to be determined (i) as of the date of termination, if in the

good faith judgment of the Compensation Committee it is fair and reasonably practicable to measure the attainment of performance goals

as of the date of termination or (ii) if in the good faith judgment of the Compensation Committee it is not fair or reasonably practicable

to measure the attainment of performance goals as of the date of termination, based upon an assumption that the applicable performance

goals will be achieved at target within the relevant performance period, in each case with such performance goals to be adjusted by the

Compensation Committee in good faith to reflect any partial performance period. The amounts due under this Section 11(a) shall not be

reduced by any amounts paid to Employee under any policy or plan of insurance, including but not limited to unemployment, disability,

or life. For purposes of this Agreement, “Disability” shall mean Employee’s inability to perform Employee’s material

duties for any ninety (90) day consecutive period or for one hundred eighty (180) days in any three hundred sixty-five (365) day period

due to Employee’s physical or mental impairment, as determined by an independent, licensed physician reasonably acceptable to both

Employee and the Corporation.

b. Termination

by the Corporation for Cause or Employee’s Voluntary Termination Without Good Reason.

1. If

Employee is terminated for Cause, Employee shall not be entitled to receive the Termination Benefit described in clause (A) of Section

11(a) or to vesting of any unvested stock options or time-based equity or equity-based awards as described in clause (B) of Section 11(a)

and the Corporation shall pay Employee only Employee’s (i) accrued and unpaid base salary through the date of such termination

and (ii) accrued but unused vacation time for the then-elapsed portion of the year in which the termination occurs (together with any

accrued but unreimbursed business expenses, the “Accrued but Unpaid Compensation”). Any nonforfeitable benefits payable to

Employee under the terms of the Stock Plan, any nonqualified deferred compensation plan, incentive plan or other benefit plans maintained

by the Corporation (the “Nonforfeitable Incentive Benefits”) shall be payable in accordance with the terms of the applicable

plan and/or award agreement, and any nonvested benefits accrued thereunder shall be forfeited effective upon the date of termination.

For purposes of this Agreement, “Cause” shall mean:

Employee’s conviction of, or plea of guilty or no contest to, a felony or any crime involving moral turpitude (or the procedural

equivalent of the foregoing);

any public disparagement by Employee of the Corporation that results in material harm to the Corporation;

the willful engaging by Employee in conduct materially injurious to the Corporation, monetarily or otherwise; or

the intentional and willful failure of Employee to substantially perform Employee’s duties under this Agreement as directed by

the Board (other than any such failure resulting from Employee’s incapacity due to Disability or other medical issues) after a

demand for substantial performance is made by the Board.

termination of employment shall not be deemed to be for Cause unless and until (x) there shall have been delivered to Employee a written

notice describing in reasonable detail the particulars giving rise to a termination for Cause and (y) solely upon the occurrence of an

event described in clause D of this Section 11(b)(1), no cure has occurred to the reasonable satisfaction of the Board by the thirtieth

(30th) day after such notice was given to Employee.

2. If

Employee voluntarily terminates employment with the Corporation other than for Good Reason, Employee shall not be entitled to receive

the Termination Benefit described in clause (A) of Section 11(a) or to vesting of any unvested stock options or time-based equity or

equity-based awards as described in clause (B) of Section 11(a) and the Corporation shall pay Employee only the Accrued but Unpaid Compensation

and any Nonforfeitable Incentive Benefits shall be payable in accordance with the terms of the applicable plan and/or award agreement,

and any nonvested benefits accrued thereunder shall be forfeited effective upon the date of termination. For purposes of this Agreement,

“Good Reason” shall mean the occurrence of any of the following without Employee’s prior written consent:

the assignment of Employee to a position other than Executive Vice President, Chief Financial Officer and Treasurer of the Corporation

during the Term;

a material diminution in Employee’s total compensation opportunity, or material diminution in, reduction or adverse alteration

of, Employee’s duties or responsibilities (including without limitation Employee ceasing to serve as Executive Vice President,

Chief Financial Officer and Treasurer of the ultimate parent entity of a publicly-traded company following a Change in Control as defined

in Section 12 of this Agreement), or the Corporation’s assignment to Employee of duties, responsibilities or reporting requirements

that are materially inconsistent with Employee’s positions;

a change of more than 25 miles in the geographic location of the primary office at which Employee must perform Employee’s duties

as Executive Vice President, Chief Financial Officer and Treasurer of the Corporation;

Despite Employee’s timely objection, the Board or the Corporation’s Chief Executive Officer/President intentionally directs

Employee to engage in unlawful conduct; or

a material breach by the Corporation of this Agreement;

provided,

however, Employee must have notified the Corporation in writing within the first thirty (30) days following Employee’s actual knowledge

that any of the foregoing events has occurred and, if such event is curable, the Corporation must have failed to cure such event within

thirty (30) days following its receipt of such notice from Employee; and provided further, Employee must have resigned for Good Reason

under Section 11(a) of this Agreement within ninety (90) days following the occurrence of the Good Reason event.

c. Certain

Post-Termination Payments Contingent Upon Release and Separation Agreement. Notwithstanding the foregoing, any post-termination compensation

and benefits payable pursuant to Section 11(a) of this Agreement that are, by the terms of such Section 11(a), contingent upon Employee’s

execution, delivery and non-revocation of a release and separation agreement, but which are scheduled to be paid prior to such release

and separation agreement becoming effective, shall be accumulated until the sixtieth (60th) day following the termination date and, subject

to such release and separation agreement becoming effective, shall be paid at the time the first such payment would become payable following

such sixtieth (60th) day, without interest thereon, unless earlier payment of such compensation and benefits would not violate Section

409A of the Code.

12. Change

of Control

a. The

term “Change of Control” under this Agreement shall mean (i) a sale of substantially all of the assets of the Corporation,

not in the ordinary course, to an unaffiliated third party; (ii) the transfer, in one transaction or a series of transactions, to an

unaffiliated third party of outstanding shares of capital stock of the Corporation representing a majority of the then outstanding voting

capital stock of the Corporation; (iii) a majority of the members of the Board of Directors ceasing to be composed of individuals who

either were members of the Board immediately following the 2026 Annual Meeting of Shareholders of the Corporation, or whose election

to the Board was approved by a majority of such incumbent directors or their approved successors; (iv) a merger or consolidation of the

Corporation having the same effect as item (i), (ii) or (iii) above; or (v) any other event of a nature that would be required to be

reported as a change of control in item 5.01 of Form 8-K under the Securities Exchange Act of 1934, as amended (or any successor provision

thereto).

b. In

the event a Change of Control occurs during the Term of this Agreement and Employee’s employment with the Corporation is terminated

(i) by the Corporation (or its successor) other than for “Cause” (as defined in Section 11(b)(1) of this Agreement) at or

within twenty-four (24) months following the consummation of such Change of Control (including termination during such period as a result

of a decision by the Corporation pursuant to Section 1 not to renew this Agreement), (ii) due to Employee’s death or Disability

within twenty-four (24) months following the consummation of such Change of Control, or (iii) by Employee due to “Good Reason”

at or within twenty-four (24) months following the consummation of such Change of Control, if Employee (or Employee’s estate, if

applicable) would be entitled, pursuant to the terms of Section 11(a) of this Agreement, to receive the Termination Benefit as a result

of such termination, it is agreed that (A) the Termination Benefit shall be payable to Employee (or Employee’s estate) in accordance

with the terms of Section 11(a), provided that if a lump sum payment of the Separation Amount described therein would not violate Section

409A of the Internal Revenue Code of 1986, as amended (the “Code”) because such Change of Control constitutes a permissible

payment event under Section 409A of the Code, such Separation Amount shall be paid in a single lump sum payment as soon as practicable,

and in any event within sixty (60) days following such termination, contingent (other than in the case of termination due to Employee’s

death) upon the release and separation agreement referenced in Section 11(a) becoming effective, and (B) Employee shall immediately vest

in any unvested stock options or time-based equity or equity-based awards (e.g., RSUs, PRSUs, LTIP units, and/or profits interests, as

applicable) granted or issued to Employee prior to the date of termination (with any performance goals applicable to any such equity

or equity-based award to be determined in good faith in the manner provided in Section 11(a)). For the avoidance of doubt, should a termination

by the Corporation (or its successor) without Cause or by Employee for Good Reason, or due to a decision by the Corporation not to renew

this Agreement, or a termination due to Employee’s death or Disability, occur later than twenty-four (24) months after consummation

of a Change of Control, any Termination Benefit will be paid as provided for under Section 11(a) (i.e., in installments).

c. In

addition to any other compensation afforded herein, provided Employee is actively employed by the Corporation as of the consummation

of a Change of Control, Employee shall be entitled to participate in any transaction bonus plan or other similar arrangement(s) adopted

by the Corporation’s Board of Directors in connection with such Change of Control that applies to the Corporation’s executive

officers generally. For the avoidance of doubt, receipt of a transaction bonus under such a transaction bonus plan shall not prejudice

any other rights Employee may have under this Section 12 and nothing herein shall require the Corporation to adopt any such transaction

bonus plan or other arrangement(s).

d. The

amounts due under this Section 12 shall not be reduced by any amounts paid to Employee under any policy or plan of insurance, including

but not limited to unemployment, disability, or life.

e. Amounts

hereunder shall not be subject to mitigation or offset for other wages earned by Employee during any severance period.

f. Notwithstanding

the foregoing, any post-termination compensation and benefits payable pursuant to Section 12(b) of this Agreement that are, by the terms

of such Section 12(b), contingent upon Employee’s execution, delivery and non-revocation of a release and separation agreement,

but which are scheduled to be paid prior to such release and separation agreement becoming effective, shall be accumulated until the

sixtieth (60th) day following the termination date and, subject to such release and separation agreement becoming effective, shall be

paid at the time the first such payment would become payable following such sixtieth (60th) day, without interest thereon, unless earlier

payment of such compensation and benefits would not violate Section 409A of the Code.

g. Notwithstanding

anything herein to the contrary, if Employee’s employment is terminated and such termination entitles Employee (or his estate)

to receive the Separation Amount provided for in Section 11(a), and thereafter a Change of Control occurs during any installment period

for the payment of the Separation Amount, any unpaid installments will be accelerated and paid in a lump sum effective upon such Change

of Control to the extent such Change of Control constitutes a permissible payment event under, and such acceleration would not result

in a violation of, Section 409A of the Code.

13. Indemnification

and Attorneys’ Fees

The

Corporation agrees to indemnify Employee from any and all lawsuits filed directly against Employee by a third party in Employee’s

capacity as Employee of the Corporation. The Corporation will pay all attorneys’ fees and costs to defend Employee from any such

lawsuits.

14. Notices.

All

notices required or permitted to be given under this Agreement shall be given by certified mail, return receipt requested, to the parties

at the following addresses or such other addresses as either may designate in writing to the other party:

Corporation:

UMH

PROPERTIES, INC.

Juniper

Business Plaza

3499

Route 9N, Suite 3-C

Freehold,

NJ 07728

Employee:

Kevin

Miller

ADDRESS

ON FILE

15. Governing

Law.

This

Agreement shall be construed and governed in accordance with the laws of the State of New Jersey, without regard to conflict of law principles.

16. Entire

Contract.

This

Agreement constitutes the entire understanding and agreement between the Corporation and Employee with regard to Employee’s employment

with the Corporation and supersedes all prior discussions, understandings and agreements with respect thereto. There are no other agreements,

conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing

signed by both parties hereto.

17. Modification

and Waiver

provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing

and signed by Employee and such officer as may be specifically designated by the Board of Directors of the Corporation. No waiver by

either party hereto at any time of any breach by the other party hereof, or compliance with, any condition or provision of this Agreement

to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any

prior or subsequent time.

18. Successors.

This

Agreement shall be binding on and inure to the benefit of the Corporation and any successor to any of its businesses or assets. This

Agreement shall be binding on and inure to the benefit of and be enforceable by Employee’s personal and legal representatives,

executors, administrators, successors, heirs, distributees, devisees and legatees. In the event that a third party succeeds to all or

substantially all of the Corporation’s business and assets (whether directly or indirectly and whether by purchase, merger, consolidation,

liquidation or otherwise), such successor shall assume this Agreement in writing and expressly agree to perform this Agreement in the

same manner and to the same extent as the Corporation would be required to perform it in the absence of a succession. For all purposes

under this Agreement, the term “Corporation” shall include any successor to the Corporation’s business and assets that

executes and delivers the assumption described in the immediately preceding sentence or that becomes bound by this Agreement by operation

of law.

19. Severability

The

invalidity or unenforceability of any provision of this Agreement, whether in whole or in part, shall not in any way affect the validity

and/or enforceability of any other provisions herein contained. Any invalid or unenforceable provision shall be deemed severable to the

extent of any such invalidity of unenforceability.

20. Headings

Headings

used in this Agreement are for convenience only and shall not be used to interpret its provisions.

21. Certain

Possible Changes to Distributions; Code Section 409A.

Notwithstanding

any provisions of this Agreement to the contrary, the commencement of payments payable with respect to a termination of employment that

are nonqualified deferred compensation subject to Section 409A of the Code shall be delayed by six months after termination, if (i) at

the applicable time, the Corporation or any entity in its controlled group has any stock which is publicly traded on an established securities

market, (ii) Employee is a “specified employee” under Section 409A of the Code, and (iii) in the view of the Corporation

such delay is necessary or advisable to avoid the imposition of the 20% tax under Section 409A of the Code (taking into account any applicable

regulations and other formal guidance provided by the Internal Revenue Service). Any amounts delayed under the foregoing sentence shall

be paid with the first permissible installment on the first day of the seventh month following such termination or earlier upon Employee’s

death. Notwithstanding any other provision of this Agreement to the contrary, and in addition to (and not in substitution for) the two

preceding sentences, the Board retains the power and discretion to revise, amend, modify, reform, administer, interpret or construe this

Agreement at any time in whole or in part, to the extent it deems necessary or advisable to enable Employee to avoid any acceleration

of taxation (or the imposition of any additional tax or interest payments on delayed payments of tax) under Section 409A of the Code

(taking into account any applicable regulations and other formal guidance provided by the Internal Revenue Service). Anything in this

Agreement or otherwise to the contrary notwithstanding, the tax treatment of any benefits provided pursuant to this Agreement is not

warranted or guaranteed. Neither the Corporation or any subsidiary or affiliated entity nor their respective directors, officers, employees

(other than Employee) or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee

as a result of the Agreement failing to be exempt from or to comply with Section 409A of the Code. Each payment payable under this Agreement

is intended to constitute and, to the maximum extent permitted by law, shall constitute, a separate payment in a series of separate payments

for purposes of Section 409A of the Code. To the extent that any reimbursements under this Agreement are subject to Section 409A of the

Code, (A) any such reimbursements payable to Employee shall be paid to Employee no later than December 31 of the year following the year

in which the expense was incurred, provided that Employee submits Employee’s reimbursement request promptly following the date

the expense is incurred, (B) the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in

any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and (C) Employee’s right to reimbursement

will not be subject to liquidation or exchange for another benefit. To the extent a release and separation agreement is required hereunder

as a condition of Employee’s receipt of post-termination compensation and Employee’s review, execution and period of possible

revocation of such release and separation agreement spans two calendar years, then (subject to the actual execution, delivery and nonrevocation

of such release and separation agreement) such release and separation agreement will be deemed effective in the second calendar year

for purposes of Section 409A of the Code.

22. Clawback.

Any

amounts payable under this Agreement will be subject to any clawback policy of the Corporation, as in effect from time to time, to which

employees of the Corporation are subject, implemented to comply with applicable laws, including any clawback policy adopted to comply

with the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, as set forth

in such clawback policy.

23. Parachute

Payments.

a. It

is the objective of this Agreement to maximize Employee’s net after-tax benefit if payments or benefits provided under this Agreement

are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any

payment or benefit by the Corporation or otherwise to or for the benefit of Employee, whether paid or payable or distributed or distributable

pursuant to the terms of this Agreement or otherwise (all such payments and benefits being hereinafter referred to as the “Total

Payments”), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),

then the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the Excise

Tax, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and

local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and

personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments

without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments

and the amount of the Excise Tax to which Employee would be subject in respect of such unreduced Total Payments and after taking into

account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

b. The

Total Payments shall be reduced by the Corporation in the following order: (i) reduction of any cash severance-related payments otherwise

payable to Employee that are exempt from Section 409A of the Code, (ii) reduction of any other cash payments or benefits otherwise payable

to Employee that are exempt from Section 409A of the Code, but excluding any payments attributable to the acceleration of vesting or

payments with respect to any equity award with respect to the Corporation’s common stock that is exempt from Section 409A of the

Code, (iii) reduction of any other payments or benefits otherwise payable to Employee on a pro-rata basis or such other manner that complies

with Section 409A of the Code, but excluding any payments attributable to the acceleration of vesting and payments with respect to any

equity award with respect to the Corporation’s common stock that are exempt from Section 409A of the Code, and (iv) reduction of

any payments attributable to the acceleration of vesting or payments with respect to any other equity award with respect to the Corporation’s

common stock that are exempt from Section 409A of the Code.

c. All

determinations regarding the application of this Section 23 shall be made by an accounting firm with experience in performing calculations

regarding the applicability of Section 280G of the Code and the Excise Tax reasonably selected in good faith by the Corporation (“Independent

Advisors”), a copy of which report and all worksheets and background materials relating thereto shall be provided to Employee.

For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the

Total Payments the receipt or enjoyment of which Employee shall have waived at such time and in such manner as not to constitute a “payment”

within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into

account which, in the opinion of the Independent Advisors, does not constitute a “parachute payment” within the meaning of

Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion

of such Total Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation

for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as

defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or

any deferred payment or benefit included in the Total Payments shall be determined by the Independent Advisors in accordance with the

principles of Sections 280G(d)(3) and (4) of the Code. The costs of obtaining such determination and all related fees and expenses (including

related fees and expenses incurred in any later audit) shall be borne solely by the Corporation.

24. Counterparts.

This

Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute

one and the same instrument. Signatures delivered by facsimile, .PDF, or email, or affixed electronically, shall be deemed effective

for all purposes.

WITNESS WHEREOF, Corporation has by its appropriate officers signed and affixed its seal and Employee has signed and sealed this Agreement.

UMH

PROPERTIES, INC.

By:

/s/

Samuel A. Landy

Dated:

June

18, 2026

Samuel

A. Landy

President

and Chief Executive Officer

EMPLOYEE

By:

/s/

Kevin Miller

Dated:

June

18, 2026

Kevin

Miller

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