UMH:CommonStock0.10ParValueMember

 UMH:Sec6.375SeriesDCumulativeRedeemablePreferredStock0.10ParValueMember

 2023-06-30

 2024-02-27

 UMH:RealEstateInvestmentTrustsMember

 UMH:NuveenRealEstateMember

 UMH:AllSubsidiariesMember

 UMH:OZFundMember

 UMH:SitesAndBuildingsMember

 UMH:SitesAndBuildingsMember

 UMH:ImprovementsOfInvestmentPropertyAndEquipmentMember

 UMH:ImprovementsOfInvestmentPropertyAndEquipmentMember

 UMH:EightCommunitiesMember

 UMH:RealEstateInvestmentTrustsMember

 UMH:CorporateOfficeAndGroundLeaseMember

 UMH:CorporateOfficeAndGroundLeaseMember

 UMH:CorporateOfficeAndGroundLeaseMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 UMH:OneTimeChargeMember

 UMH:OneTimeChargeMember

 UMH:OneTimeChargeMember

 UMH:MightyOakMember
 UMH:AlbanyGeorgiaMember

 2023-01-18
 2023-01-19

 UMH:MightyOakMember
 UMH:AlbanyGeorgiaMember

 2023-01-19

 UMH:CenterManorMember
 UMH:MonacaPennsylvaniaMember

 2022-03-30
 2022-03-31

 UMH:CenterManorMember
 UMH:MonacaPennsylvaniaMember

 2022-03-31

 UMH:MandellTrailsMember
 UMH:ButlerPennsylvaniaMember

 2022-05-02
 2022-05-03

 UMH:MandellTrailsMember
 UMH:ButlerPennsylvaniaMember

 2022-05-03

 UMH:SaddleCreekMember
 UMH:DothanAlabamaMember

 2022-05-24
 2022-05-25

 UMH:SaddleCreekMember
 UMH:DothanAlabamaMember

 2022-05-25

 UMH:HiddenCreekMember
 UMH:ErieMichiganMember

 2022-07-13
 2022-07-14

 UMH:HiddenCreekMember
 UMH:ErieMichiganMember

 2022-07-14

 UMH:GardenViewEstatesMember
 UMH:OrangeburgSouthCarolinaMember

 2022-08-09
 2022-08-10

 UMH:GardenViewEstatesMember
 UMH:OrangeburgSouthCarolinaMember

 2022-08-10

 UMH:CantonOhioMember

 2022-11-20

 UMH:CantonOhioMember

 UMH:JacksonNewJerseyMember

 2022-12-13

 UMH:JacksonNewJerseyMember

 UMH:TwoThousandTwentyThreeAcquisitionsMember

 UMH:TwoThousandTwentyTwoAcquisitionsMember

 UMH:TwoThousandTwentyTwoAcquisitionsMember

 UMH:SiteAndLandImprovementsMember

 UMH:SiteAndLandImprovementsMember

 us-gaap: BuildingAndBuildingImprovementsMember

 us-gaap: BuildingAndBuildingImprovementsMember

 UMH:RentalHomesAndAccessoriesMember

 UMH:RentalHomesAndAccessoriesMember

 UMH:EquipmentAndVehiclesMember

 UMH:EquipmentAndVehiclesMember

 UMH:MonmouthRealEstateInvestmentCorporationMember

 UMH:MonmouthRealEstateInvestmentCorporationMember

 UMH:CedarRealtyTrustIncSeriesBMember

 UMH:CedarRealtyTrustIncSeriesCMember

 UMH:PennsylvaniaRealEstateInvestmentTrustSeriesBMember

 UMH:PennsylvaniaRealEstateInvestmentTrustSeriesDMember

 UMH:DiversifiedHealthCareTrustMember

 UMH:FranklinStreetPropertiesCorporationMember

 UMH:IndustrialLogisticsPropertiesTrustMember

 UMH:KimcoRealtyCorporationMember

 UMH:OfficePropertiesIncomeTrustMember

 UMH:OrionOfficeREITIncMember

 UMH:PennsylvaniaRealEstateInvestmentTrustMember

 UMH:RealtyIncomeCorporationMember

 UMH:RegencyCentersCorporationMember

 UMH:CedarRealtyTrustIncSeriesBMember

 UMH:CedarRealtyTrustIncSeriesCMember

 UMH:CenterspaceSeriesCMember

 UMH:PennsylvaniaRealEstateInvestmentTrustSeriesBMember

 UMH:PennsylvaniaRealEstateInvestmentTrustSeriesDMember

 UMH:AlerislifeIncMember

 UMH:DiversifiedHealthCareTrustMember

 UMH:FranklinStreetPropertiesCorporationMember

 UMH:IndustrialLogisticsPropertiesTrustMember

 UMH:KimcoRealtyCorporationMember

 UMH:OfficePropertiesIncomeTrustMember

 UMH:OrionOfficeREITIncMember

 UMH:PennsylvaniaRealEstateInvestmentTrustMember

 UMH:RealtyIncomeCorporationMember

 UMH:UrstadtBiddlePropertiesIncMember

 2021-12-07
 2021-12-08

 2021-12-08

 2021-12-08

 2021-12-07
 2021-12-08

 2021-12-01

 UMH:SebringSquareMember

 2021-12-01

 UMH:SebringSquareMember

 2022-12-22
 2022-12-23

 UMH:RumRunnerMember

 2022-12-22
 2022-12-23

 UMH:RumRunnerMember

 2022-12-23

 2023-11-30

 UMH:NuveenRealEstateMember

 UMH:NuveenRealEstateMember

 UMH:UMHOZFundLLCMember

 2022-07-01
 2022-07-31

 UMH:MarginLineMember

 UMH:MarginLineMember

 UMH:FloorPlanInventoryFinancingMember

 UMH:FloorPlanInventoryFinancingMember

 UMH:FloorPlanInventoryFinancingMember

 UMH:FirstBankRentalHomeLoanMember

 UMH:FirstBankRentalHomeLoanMember

 UMH:FirstBankRentalHomeLoanMember

 UMH:FirstBankRentalHomeLineOfCreditMember

 UMH:FirstBankRentalHomeLineOfCreditMember

 UMH:FirstBankRentalHomeLineOfCreditMember

 UMH:TriadRentalHomeLoanMember

 UMH:TriadRentalHomeLoanMember

 UMH:OceanFirstNotesReceivableFinancingMember

 UMH:OceanFirstNotesReceivableFinancingMember

 UMH:OceanFirstNotesReceivableFinancingMember

 2022-11-05
 2022-11-07

 2022-11-05
 2022-11-07

 us-gaap: SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember

 us-gaap: SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember

 us-gaap: SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember

 UMH:FiveYearTermMember

 UMH:TriadFinancialServicesSecuredByRentalHomesAndRentalHomeLeasesMember

 UMH:TriadFinancialServicesSecuredByRentalHomesAndRentalHomeLeasesMember

 UMH:TriadFinancialServicesSecuredByRentalHomesAndRentalHomeLeasesMember

 2023-07-18

 UMH:FirstBankMember

 UMH:FirstBankMember

 UMH:FirstBankMember

 UMH:FirstBankMember

 UMH:NewLineOfCreditMember

 UMH:NewLineOfCreditMember

 UMH:AmendedAndRestatedCreditAgreementMember

 2022-11-05
 2022-11-07

 UMH:AmendedAndRestatedCreditAgreementMember

 2022-11-06

 UMH:AmendedAndRestatedCreditAgreementMember

 2022-11-07

 UMH:AmendedAndRestatedCreditAgreementMember

 2023-02-23

 2023-02-24

 UMH:SeriesABondsMember

 2022-02-05
 2022-02-06

 UMH:SeriesABondsMember

 2022-02-06

 UMH:SeriesABondsMember

 2022-02-06

 UMH:MortgagePayableMember

 UMH:MortgagePayableMember

 2023-12-13
 2023-12-14

 2023-12-14

 2020-08-01
 2020-08-31

 2022-03-14
 2022-03-15

 2022-03-15

 2022-09-25
 2022-09-26

 2022-09-26

 2022-11-20

 2022-12-10

 us-gaap: LoansPayableMember

 UMH:BrookviewVillageMember

 UMH:BrookviewVillageMember

 UMH:BrookviewVillageMember

 UMH:CedarcrestVillageMember

 UMH:CedarcrestVillageMember

 UMH:CedarcrestVillageMember

 UMH:MobileHomeResortClintonMember

 UMH:MobileHomeResortClintonMember

 UMH:MobileHomeResortClintonMember

 UMH:CranberryVillageMember

 UMH:CranberryVillageMember

 UMH:CranberryVillageMember

 UMH:ForestParkVillageMember

 UMH:ForestParkVillageMember

 UMH:ForestParkVillageMember

 UMH:HolidayVillageINMember

 UMH:HolidayVillageINMember

 UMH:HolidayVillageINMember

 UMH:HollyAcresEstatesMember

 UMH:HollyAcresEstatesMember

 UMH:HollyAcresEstatesMember

 UMH:KinnebrookVillageMember

 UMH:KinnebrookVillageMember

 UMH:KinnebrookVillageMember

 UMH:LakeShermanVillageMember

 UMH:LakeShermanVillageMember

 UMH:LakeShermanVillageMember

 UMH:OxfordVillageMember

 UMH:OxfordVillageMember

 UMH:OxfordVillageMember

 UMH:VariousTwoPropertiesMember

 UMH:VariousTwoPropertiesMember

 UMH:VariousTwoPropertiesMember

 UMH:VariousTwoPropertiesOneMember

 UMH:VariousTwoPropertiesOneMember

 UMH:VariousTwoPropertiesOneMember

 UMH:VariousTwoPropertiesTwoMember

 UMH:VariousTwoPropertiesTwoMember

 UMH:VariousTwoPropertiesTwoMember

 UMH:VariousFourPropertiesMember

 UMH:VariousFourPropertiesMember

 UMH:VariousFourPropertiesMember

 UMH:VariousFourPropertiesOneMember

 UMH:VariousFourPropertiesOneMember

 UMH:VariousFourPropertiesOneMember

 UMH:VariousSixPropertiesMember

 UMH:VariousSixPropertiesMember

 UMH:VariousSixPropertiesMember

 UMH:VariousEightPropertiesMember

 UMH:VariousEightPropertiesMember

 UMH:VariousEightPropertiesMember

 UMH:VariousThirteenPropertiesMember

 UMH:VariousThirteenPropertiesMember

 UMH:VariousThirteenPropertiesMember

 UMH:VariousTwentyEightPropertiesMember

 UMH:VariousTwentyEightPropertiesMember

 UMH:VariousTwentyEightPropertiesMember

 UMH:VariousTwentyEightPropertiesOneMember

 UMH:VariousTwentyEightPropertiesOneMember

 UMH:VariousTwentyEightPropertiesOneMember

 us-gaap: MortgagesMember

 UMH:TwoThousandTwentyThreeEquityIncentiveAwardPlanMember

 UMH:TwoThousandAndThirteenStockOptionandStockAwardPlanMember

 UMH:SixtyNineEmployeesMember

 UMH:FortySixEmployeesMember

 UMH:FortySixEmployeesMember

 UMH:ThirteenEmployeesMember

 UMH:FourteenEmployeesMember

 UMH:ThirtyFiveEmployeesMember

 UMH:TwoEmployeesMember

 UMH:OneEmployeeMember

 2021-01-28
 2021-01-29

 2022-01-28
 2022-01-29

 2021-01-29

 2023-06-28
 2023-06-30

 2023-08-09
 2023-08-10

 2023-01-11
 2023-01-11

 UMH:TwoEmployeesMember

 2023-03-20
 2023-03-21

 2022-01-09
 2022-01-12

 UMH:TwoEmployeesMember

 2022-03-24
 2022-03-25

 2021-01-12
 2021-01-13

 UMH:FourEmployeesMember

 2021-03-17
 2021-03-18

 UMH:UnrestrictedStockMember

 UMH:UnrestrictedStockMember

 UMH:UnrestrictedStockMember

 UMH:TwoThousandAndTwentyThreeStockOptionandStockAwardPlanMember

 UMH:SixEmployeesMember

 2024-01-09
 2024-01-10

 UMH:StockOptionGrantOneMember

 UMH:StockOptionGrantOneMember

 UMH:StockOptionGrantTwoMember

 UMH:StockOptionGrantTwoMember

 UMH:StockOptionGrantThreeMember

 UMH:StockOptionGrantThreeMember

 UMH:StockOptionGrantFourMember

 UMH:StockOptionGrantFourMember

 UMH:StockOptionGrantFiveMember

 UMH:StockOptionGrantFiveMember

 UMH:StockOptionGrantSixMember

 UMH:StockOptionGrantSixMember

 UMH:StockOptionGrantSevenMember

 UMH:StockOptionGrantSevenMember

 UMH:StockOptionGrantEightMember

 UMH:StockOptionGrantEightMember

 UMH:StockOptionGrantNineMember

 UMH:StockOptionGrantNineMember

 UMH:StockOptionGrantTenMember

 UMH:StockOptionGrantTenMember

 UMH:StockOptionGrantElevenMember

 UMH:StockOptionGrantElevenMember

 UMH:StockOptionGrantTwelveMember

 UMH:StockOptionGrantTwelveMember

 UMH:StockOptionGrantThirteenMember

 UMH:StockOptionGrantThirteenMember

 UMH:StockOptionGrantFourteenMember

 UMH:StockOptionGrantFourteenMember

 UMH:StockOptionGrantFifteenMember

 UMH:StockOptionGrantFifteenMember

 UMH:StockOptionGrantSixteenMember

 UMH:StockOptionGrantSixteenMember

 us-gaap: ShareBasedCompensationAwardTrancheOneMember

 us-gaap: ShareBasedCompensationAwardTrancheTwoMember

 us-gaap: ShareBasedCompensationAwardTrancheThreeMember

 us-gaap: ShareBasedCompensationAwardTrancheOneMember

 2020-06-30

 UMH:FourHundredAndOnekPlanMember

 UMH:FourHundredAndOnekPlanMember

 UMH:FourHundredAndOnekPlanMember

 UMH:MonmouthRealEstateInvestmentCorporationMember

 UMH:MrEugeneWLandyAndMrSamuelALandyMember

 UMH:AprilThirtyTwoThousandTwentyTwoMember

 2023-01-31

 UMH:MayOneTwoThousandTwentyTwoThroughAprilThirtyTwoThousandTwentySevenMember

 2023-01-31

 UMH:MrEugeneWLandyMember

 UMH:MrDanielLandyMember

 UMH:MrSamuelALandyMember

 UMH:SamuelLandyFamilyLimitedPartnershipMember

 UMH:IndependentDirectorsMember

 2023-11-30
 2023-11-30

 2023-01-10

 2023-01-10

 2023-01-10

 UMH:SeriesBCumulativeRedeemablePreferredStockMember

 UMH:SeriesCCumulativeRedeemablePreferredStockMember

 UMH:ATMProgramMember
 UMH:BRileyFBRIncMember

 2022-03-06
 2022-03-07

 UMH:TwoThosandTwentyTwoCommonATMProgramMember
 UMH:TwoThosandTwentyTwoDistributionAgentsMember

 UMH:TwoThosandTwentyTwoCommonATMProgramMember
 UMH:TwoThosandTwentyTwoDistributionAgentsMember

 UMH:ATMProgramMember
 UMH:BRileyFBRIncMember

 2023-04-04
 2023-04-04

 UMH:TwoThousandTwentyThreeCommonATMProgramMember
 UMH:TwoThousandTwentyThreeDistributionAgentsMember

 UMH:TwoThousandTwentyThreeCommonATMProgramMember
 UMH:TwoThousandTwentyThreeDistributionAgentsMember

 UMH:TwoThousandTwentyTwoAndTwoThousandTwentyThreeCommonATMProgramMember

 UMH:TwoThousandTwentyTwoAndTwoThousandTwentyThreeCommonATMProgramMember

 UMH:StockRepurchaseProgramMember

 2023-01-09
 2023-01-11

 UMH:SixPointSevenFivePercentageSeriesCCumulativeRedeemablePreferredStockMember

 2022-07-26

 UMH:SixPointSevenFivePercentageSeriesCCumulativeRedeemablePreferredStockMember

 2022-07-25
 2022-07-26

 UMH:SixPointSevenFivePercentageSeriesCCumulativeRedeemablePreferredStockMember

 UMH:SixPointThreeSevenFivePercentageSeriesDCumulativeRedeemablePreferredStockMember

 2018-01-21
 2018-01-22

 UMH:SixPointThreeSevenFivePercentageSeriesDCumulativeRedeemablePreferredStockMember

 2018-01-22

 2018-01-22

 2018-01-22

 UMH:TwoThousandTwentyPreferredATMProgramMember
 UMH:BRileyFBRIncMember

 2020-07-21
 2020-07-22

 UMH:TwoThousandTwentyPreferredATMProgramMember

 2023-01-31

 UMH:TwoThousandTwentyPreferredATMProgramMember

 2023-01-31

 UMH:BRileySecuritiesIncMember

 2023-01-08
 2023-01-10

 UMH:BRileySecuritiesIncMember

 UMH:BRileySecuritiesIncMember

 UMH:TwoThousandTwentyAndTwoThousandTwentyThreePreferredATMProgramMember

 UMH:TwoThousandTwentyAndTwoThousandTwentyThreePreferredATMProgramMember

 2023-03-31

 2022-03-31

 2021-03-31

 2023-04-01
 2023-06-30

 2022-04-01
 2022-06-30

 2021-04-01
 2021-06-30

 2023-07-01
 2023-09-30

 2022-07-01
 2022-09-30

 2021-07-01
 2021-09-30

 2023-10-01

 2022-10-01

 2021-10-01

 2024-01-09
 2024-01-10

 2024-01-09
 2024-01-10

 UMH:DividendPaymentDateFourMember

 UMH:DividendPaymentDateFourMember

 UMH:DividendPaymentDateFourMember

 UMH:DividendPaymentDateFourMember

 UMH:FederalStateAndLocalIncomeTaxesMember

 UMH:FederalStateAndLocalIncomeTaxesMember

 UMH:FederalStateAndLocalIncomeTaxesMember

 UMH:PurchasePriceMember

 UMH:PurchasePriceMember

 2023-07-26
 2023-07-26

 2024-02-28

 2024-02-17

 us-gaap: StockOptionMember
 UMH:NineNonEmployeeMember

 2024-01-09
 2024-01-10

 2024-02-01
 2024-02-01

 UMH:ArborEstatesMember

 UMH:AuburnEstatesMember

 UMH:BayshoreEstatesMember

 UMH:BirchwoodFarmsMember

 UMH:BoardwalkMember

 UMH:BroadmoreEstatesMember

 UMH:BrooksideMember

 UMH:BrookviewMember

 UMH:CamelotVillageMember

 UMH:CamelotWoodsMember

 UMH:CarsonsMember

 UMH:CedarcrestMember

 UMH:CenterManorMember

 UMH:ChambersburgMember

 UMH:ChelseaMember

 UMH:CinnamonWoodsMember

 UMH:CityViewMember

 UMH:ClintonMember

 UMH:CollingwoodMember

 UMH:ColonialHeightsMember

 UMH:CountrysideEstatesMember

 UMH:CountrysideEstatesOneMember

 UMH:CountrysideVillageMember

 UMH:CranberryMember

 UMH:CrestviewMember

 UMH:CrossKeysMember

 UMH:CrossroadsVillageMember

 UMH:DallasMobileHomeMember

 UMH:DeerMeadowsMember

 UMH:DeerRunMember

 UMH:EvergreenEstatesMember

 UMH:EvergreenManorMember

 UMH:EvergreenVillageMember

 UMH:FiftyOneEstatesMember

 UMH:ForestCreekMember

 UMH:ForestParkMember

 UMH:FoxChapelVillageMember

 UMH:FriedenManorMember

 UMH:GardenViewEstatesMember

 UMH:GreenAcresMember

 UMH:GregoryCourtsMember

 UMH:HeatherHighlandsMember

 UMH:HiddenCreekMember

 UMH:HighViewAcresMember

 UMH:HighlandMember

 UMH:HillcrestCrossingMember

 UMH:HillcrestEstatesMember

 UMH:HillsideEstatesMember

 UMH:HolidayVillageTNMember

 UMH:HollyAcresMember

 UMH:HudsonEstatesMember

 UMH:HuntingdonPointeMember

 UMH:IndependenceParkMember

 UMH:IrisWindsMember

 UMH:KinnebrookMember

 UMH:LakeShermanMember

 UMH:LakeviewMeadowsMember

 UMH:LaurelWoodsMember

 UMH:LittleChippewaMember

 UMH:MandellTrailsMember

 UMH:MapleManorMember

 UMH:MarysvilleEstatesMember

 UMH:MeadowoodMember

 UMH:MeadowsMember

 UMH:MeadowsOfPerrysburgMember

 UMH:MelroseVillageMember

 UMH:MelroseWestMember

 UMH:MemphisBluesMember

 UMH:MightyOakMember

 UMH:MonroeValleyMember

 UMH:MoosicHeightsMember

 UMH:MountPleasantVillageMember

 UMH:MountaintopMember

 UMH:NewColonyMember

 UMH:OakRidgeMember

 UMH:OakwoodLakeMember

 UMH:OxfordMember

 UMH:ParkePlaceMember

 UMH:PineRidgeOrPineManorMember

 UMH:PineValleyMember

 UMH:PleasantViewMember

 UMH:PortRoyalMember

 UMH:RedbudEstatesMember

 UMH:RiverValleyMember

 UMH:RollingHillsEstatesMember

 UMH:RostraverEstatesMember

 UMH:SaddleCreekMember

 UMH:SandyValleyMember

 UMH:SomersetWhisperingMember

 UMH:SouthernTerraceMember

 UMH:SouthwindMember

 UMH:SpreadingOaksMember

 UMH:SpringfieldMeadowsMember

 UMH:SummitEstatesMember

 UMH:SummitVillageMember

 UMH:SunnysideMember

 UMH:TwinPinesMember

 UMH:ValleyHighMember

 UMH:ValleyStreamMember

 UMH:ValleyViewHBMember

 UMH:ValleyViewIMember

 UMH:ValleyViewIIMember

 UMH:VoyagerEstatesMember

 UMH:WaysideMember

 UMH:WoodValleyMember

 UMH:WoodlandManorMember

 UMH:WoodlawnMember

 UMH:YoungstownEstatesMember

 UMH:TotalMember

 UMH:ArborEstatesMember

 UMH:AuburnEstatesMember

 UMH:BayshoreEstatesMember

 UMH:BirchwoodFarmsMember

 UMH:BoardwalkMember

 UMH:BroadmoreEstatesMember

 UMH:BrooksideMember

 UMH:BrookviewMember

 UMH:CamelotVillageMember

 UMH:CamelotWoodsMember

 UMH:CarsonsMember

 UMH:CedarcrestMember

 UMH:CenterManorMember

 UMH:ChambersburgMember

 UMH:ChelseaMember

 UMH:CinnamonWoodsMember

 UMH:CityViewMember

 UMH:ClintonMember

 UMH:CollingwoodMember

 UMH:ColonialHeightsMember

 UMH:CountrysideEstatesMember

 UMH:CountrysideEstatesOneMember

 UMH:CountrysideVillageMember

 UMH:CranberryMember

 UMH:CrestviewMember

 UMH:CrossKeysMember

 UMH:CrossroadsVillageMember

 UMH:DallasMobileHomeMember

 UMH:DeerMeadowsMember

 UMH:DeerRunMember

 UMH:EvergreenEstatesMember

 UMH:EvergreenManorMember

 UMH:EvergreenVillageMember

 UMH:FiftyOneEstatesMember

 UMH:ForestCreekMember

 UMH:ForestParkMember

 UMH:FoxChapelVillageMember

 UMH:FriedenManorMember

 UMH:GardenViewEstatesMember

 UMH:GreenAcresMember

 UMH:GregoryCourtsMember

 UMH:HeatherHighlandsMember

 UMH:HiddenCreekMember

 UMH:HighViewAcresMember

 UMH:HighlandMember

 UMH:HillcrestCrossingMember

 UMH:HillcrestEstatesMember

 UMH:HillsideEstatesMember

 UMH:HolidayVillageTNMember

 UMH:HollyAcresMember

 UMH:HudsonEstatesMember

 UMH:HuntingdonPointeMember

 UMH:IndependenceParkMember

 UMH:IrisWindsMember

 UMH:KinnebrookMember

 UMH:LakeShermanMember

 UMH:LakeviewMeadowsMember

 UMH:LaurelWoodsMember

 UMH:LittleChippewaMember

 UMH:MandellTrailsMember

 UMH:MapleManorMember

 UMH:MarysvilleEstatesMember

 UMH:MeadowoodMember

 UMH:MeadowsMember

 UMH:MeadowsOfPerrysburgMember

 UMH:MelroseVillageMember

 UMH:MelroseWestMember

 UMH:MemphisBluesMember

 UMH:MightyOakMember

 UMH:MonroeValleyMember

 UMH:MoosicHeightsMember

 UMH:MountPleasantVillageMember

 UMH:MountaintopMember

 UMH:NewColonyMember

 UMH:OakRidgeMember

 UMH:OakwoodLakeMember

 UMH:OxfordMember

 UMH:ParkePlaceMember

 UMH:PineRidgeOrPineManorMember

 UMH:PineValleyMember

 UMH:PleasantViewMember

 UMH:PortRoyalMember

 UMH:RedbudEstatesMember

 UMH:RiverValleyMember

 UMH:RollingHillsEstatesMember

 UMH:RostraverEstatesMember

 UMH:SaddleCreekMember

 UMH:SandyValleyMember

 UMH:SomersetWhisperingMember

 UMH:SouthernTerraceMember

 UMH:SouthwindMember

 UMH:SpreadingOaksMember

 UMH:SpringfieldMeadowsMember

 UMH:SummitEstatesMember

 UMH:SummitVillageMember

 UMH:SunnysideMember

 UMH:TwinPinesMember

 UMH:ValleyHighMember

 UMH:ValleyStreamMember

 UMH:ValleyViewHBMember

 UMH:ValleyViewIMember

 UMH:ValleyViewIIMember

 UMH:VoyagerEstatesMember

 UMH:WaysideMember

 UMH:WoodValleyMember

 UMH:WoodlandManorMember

 UMH:WoodlawnMember

 UMH:YoungstownEstatesMember

 UMH:Integer

 utr:acre

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period ____________________ to _____________________

 Commission
File Number 001-12690

 UMH
Properties, Inc.

 (Exact
name of registrant as specified in its charter)

 Maryland

 22-1890929

 (State
 or other jurisdiction of incorporation or organization)

 (I.R.S.
 Employer identification number)

 3499
 Route 9, Suite 3C, Freehold, New Jersey

 07728

 (Address
 of principal executive offices)

 (Zip
 code)

 Registrant's
telephone number, including area code (732) 577-9997

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of exchange on which registered

 Stock, $0.10 par value

 UMH

 New
 York Stock Exchange

 6.375%
 Series D Cumulative Redeemable Preferred Stock, $0.10 par value

 UMH
 PRD

 New
 York Stock Exchange

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

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

 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 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 Based
upon the assumption that directors and executive officers of the registrant are not affiliates of the registrant, the aggregate
market value of the voting stock of the registrant held by nonaffiliates of the registrant at June 30, 2023 was $1.0 billion. Presuming
that such directors and executive officers are affiliates of the registrant, the aggregate market value of the voting stock of the registrant
held by nonaffiliates of the registrant at June 30, 2023 was $ 945.8 million.

 The
number of shares outstanding of issuer's common stock as of February 27, 2024 was 69,342,865 shares.

 Documents
Incorporated by Reference:

 - Part
III incorporates certain information by reference from the Registrant's definitive proxy statement for the 2024 Annual Meeting
of Shareholders, which will be filed no later than 120 days after the close of the Registrant's fiscal year ended December 31,
2023.

 TABLE
OF CONTENTS

 Item 1 – Business

 Item 1A – Risk Factors

 Item 1B – Unresolved Staff Comments

 Item 1C – Cybersecurity

 Item 2 – Properties

 Item 3 – Legal Proceedings

 Item 4 – Mine Safety Disclosures

 Item 5 – Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6 – Reserved

 Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A – Quantitative and Qualitative Disclosures about Market Risk

 Item 8 – Financial Statements and Supplementary Data

 Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A – Controls and Procedures

 Item 9B – Other Information

 Item 9C – Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

 Item 10 – Directors, Executive Officers and Corporate Governance

 Item 11 – Executive Compensation

 Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13 – Certain Relationships and Related Transactions, and Director Independence

 Item 14 – Principal Accountant Fees and Services

 Item 15 – Exhibits, Financial Statement Schedules

 Item 16 – Form 10-K Summary

 SIGNATURES

 - 2 -

 PART
I

 Item
1 – Business

Development of Business

 UMH
Properties, Inc. ("UMH"), together with its predecessors and consolidated subsidiaries, are referred to herein as "we",
"us", "our", or "the Company", unless the context requires otherwise.

 UMH
is a Maryland corporation that operates as a self-administered and self-managed qualified real estate investment trust ("REIT")
under Sections 856-860 of the Internal Revenue Code (the "Code"). The Company elected REIT status effective January 1, 1992
and intends to maintain its qualification as a REIT in the future. As a qualified REIT, with limited exceptions, the Company will not
be taxed under Federal and certain state income tax laws at the corporate level on taxable income that it distributes to its shareholders.
For special tax provisions applicable to REITs, refer to Sections 856-860 of the Code.

 UMH
was incorporated in the state of New Jersey in 1968. On September 29, 2003, UMH changed its state of incorporation from New Jersey to
Maryland by merging with and into a Maryland corporation. Our executive office is located in Freehold, NJ.

of Business

 The
Company's primary business is the ownership and operation of manufactured home communities – leasing manufactured homesites
to residents. The Company also leases manufactured homes to residents and, through its wholly-owned taxable REIT subsidiary, UMH Sales
and Finance, Inc. ("S&F"), sells and finances the sale of manufactured homes to residents and prospective residents of
our communities and for placement on customers' privately-owned land. In 2022, Company also formed an opportunity zone fund to acquire,
develop and redevelop manufactured housing communities requiring substantial capital investment and located in areas designated as Qualified
Opportunity Zones by the Treasury Department pursuant to a program authorized under the Tax Cuts and Jobs Act of 2017 (the "TCJA") to encourage long-term investment in economically distressed areas. The Company currently holds a 77% percentage interest
in the opportunity zone fund. Our opportunity zone fund currently owns two communities, located in South Carolina and Georgia.

 As
of December 31, 2023, the Company owned and operated 135 manufactured home communities (including two communities acquired through
the Company's opportunity zone fund) containing approximately 25,800 developed homesites. These communities are located in New
Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan, Maryland, Alabama, South Carolina and Georgia. The Company also
has an ownership interest in and operates two communities in Florida through a joint venture with Nuveen Real Estate (See
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 5
"Investment in Joint Venture" of the Notes to Consolidated Financial Statements).

 We
have expanded our portfolio of manufactured home communities through numerous acquisitions. During 2023, the Company purchased one
community, located in Georgia, containing 118 developed homesites, through our opportunity zone fund. In addition, during 2023, the
Company expanded our joint venture relationship with Nuveen Real Estate by forming a new joint venture vehicle with Nuveen to
develop a new manufactured housing community in Pennsylvania.

 A
manufactured home community is designed to accommodate detached or semi-attached, single-family manufactured homes. These
manufactured homes are produced off-site by manufacturers and installed on sites within the communities. These homes may be improved
with the addition of features constructed on-site, including garages, screened rooms and carports. Manufactured homes are available
in a variety of designs and floor plans, offering many amenities and custom options. Each manufactured homeowner leases the site on
which the home is located from the Company. Generally, the Company owns the underlying land, utility connections, streets, lighting,
driveways, common area amenities and other capital improvements and is responsible for enforcement of community guidelines and
maintenance.

 Manufactured
homes are accepted by the public as a viable and economically attractive alternative to conventional site-built single-family housing.
The affordability of the modern manufactured home makes it a very attractive housing alternative. Depending on the region of the country,
prices per square foot for a new manufactured home average up to 50 percent less than a comparable site-built home, excluding the cost
of land. This is due to a number of factors, including volume purchase discounts, inventory control of construction materials and control
of all aspects of the construction process, which is generally a more efficient, environmentally friendly and streamlined process as compared to a site-built home.

 - 3 -

 Modern
residential land lease communities are similar to typical residential subdivisions containing central entrances, paved well-lit streets,
curbs and gutters. Generally, modern manufactured home communities contain buildings for recreation, green areas, and other common area
facilities, all of which are the property of the community owner. In addition to such general improvements, certain manufactured home
communities include recreational improvements such as swimming pools, tennis courts and playgrounds. Municipal water and sewer services
are available in some manufactured home communities, while other communities supply these services on-site.

 Typically,
our leases are on an annual or month-to-month basis, renewable upon the consent of both parties. The community manager interviews
prospective residents, collects rent and finance payments, ensures compliance with community regulations, maintains common areas and
community facilities and is responsible for the overall appearance of the community. The homeowner is responsible for the maintenance
of the home and leased site. As a result, our capital expenditures tend to be less significant relative to multifamily rental apartments.
Manufactured home communities produce predictable income streams and provide protection from inflation due to the ability to annually
increase rents.

 Many
of our communities compete with other manufactured home community properties located in the same or nearby markets that are owned and
operated by other companies in our business. We generally monitor the rental rates and other terms being offered by our competitors and
consider this information as a factor in determining our own rental rates. In addition to competing with other manufactured home community
properties, our communities also compete with alternative forms of housing (such as apartments and single-family homes).

 In
connection with the operation of its communities, UMH also leases homes to prospective tenants. As of December 31, 2023, UMH owned approximately 10,000 rental homes, representing approximately 39% of its developed homesites. The Company engages in the rental of manufactured
homes primarily in areas where the communities have existing vacancies. The rental homes produce income from both the home and the site
which might otherwise be non-income producing.

 Inherent
in the operation of a manufactured home community is the development, redevelopment, and expansion of our communities. In addition
to leasing manufactured homes to residents, the Company sells and finances, through a third-party lending program, the sale of
manufactured homes in our communities through its 100% owned, fully consolidated subsidiary S&F. S&F was established to
potentially enhance the value of our communities by filling sites that would otherwise be vacant. The home sales business is
operated as it is with traditional homebuilders, with sales centers, model homes, an inventory of completed homes and the ability to
supply custom designed homes based upon the requirements of the new homeowners. In addition, our sales centers can earn a profit by
selling homes to customers for placement on their own private land.

 Investment
and Other Policies

 The
Company may invest in improved and unimproved real property and may develop unimproved real property. Such properties may be located
throughout the U.S. but the Company has generally concentrated on the Northeast, Midwest and Southeast. Since 2010, we have quadrupled
the number of developed homesites by purchasing 107 communities containing approximately 18,800 homesites. We are focused on acquiring
communities with significant upside potential and leveraging our expertise to build long-term capital appreciation.

 Our
growth strategy involves purchasing well-located communities in our target markets. As part of our growth strategy, we intend to evaluate
potential opportunities to expand into additional geographic markets, including other markets in the southeastern United States.

 The
Company also evaluates our properties for expansion opportunities. Development of the additional acreage available for expansion allows
us to leverage existing communities and amenities. We believe our ability to complete expansions translates to greater value creation
and cash flow through operating efficiencies. The Company has approximately 2,100 acres of additional land potentially available for
future development. See PART I, Item 2 – Properties, for a list of our additional acreage.

 - 4 -

 The
Company seeks to finance acquisitions with the most appropriate available source of capital, including purchase money mortgages or
other financing, which may be first liens, wraparound mortgages or subordinated indebtedness, sales of investments, and issuance of
additional equity securities. In connection with its ongoing activities, the Company may issue notes, mortgages or other senior
securities. The Company intends to use both secured and unsecured lines of credit. The Company's joint venture relationship
with Nuveen Real Estate also provides a source of financing for acquisitions of newly developed communities and development of new communities.

 The
Company may repurchase or reacquire its shares from time to time if, in the opinion of the Board of Directors, such an acquisition
is advantageous to the Company. During the years ended December 31, 2023 and 2022, the Company did not repurchase any shares of its Common
Stock.

 In
addition to its manufactured home communities, the Company also owns a portfolio of investment securities, consisting of marketable
equity securities issued by other REITs, which represented 1.9% of undepreciated assets (which is the Company's total assets
excluding accumulated depreciation) at year end. We do not intend to increase our investments in our REIT securities portfolio.
These liquid real estate holdings provide additional diversification, liquidity and income. The Company, from time to time, may purchase these securities on
margin when the interest and dividend yields exceed the cost of funds.

 Regulations,
Insurance and Property Maintenance and Improvement

 Manufactured
home communities are subject to various laws, ordinances and regulations, including regulations relating to recreational facilities such
as swimming pools, clubhouses and other common areas, and regulations relating to operating water and wastewater treatment facilities
at several of our communities. We believe that each community has all necessary operating permits and approvals.

 Our
properties are insured against risks that may cause property damage and business interruption including events such as fire, business
interruption, general liability and if applicable, flood. Our insurance policies contain deductible requirements, coverage limits and
particular exclusions. It is the policy of the Company to maintain adequate insurance coverage on all of our properties and, in the opinion
of management, all of our properties are adequately insured. We also obtain title insurance insuring fee title to the properties in an
aggregate amount which we believe to be adequate.

 State
and local rent control laws in certain jurisdictions may dictate the structure of rent increases and limit our ability to recover increases
in operating expenses and the costs of capital improvements. In 2019, the State of New York enacted the Housing Stability and Tenant
Protection Act of 2019, which, among other things, set maximum collectible rent increases. Rent control also affects three of our manufactured
home communities in New Jersey. Enactment of such laws has been considered at various times in other jurisdictions. We presently expect
to continue to maintain properties, and may purchase additional properties, in markets that are either subject to rent control or in
which rent-related legislation exists or may be enacted.

 It
is the policy of the Company to properly maintain, modernize, expand and make improvements to its properties when required. The Company
anticipates that renovation expenditures with respect to its present properties during 2024 will be approximately $20 - $30 million.

 Human
Capital

 The
attraction, motivation and retention of our employees are critical factors in furthering the growth and financial success of the
Company. We recognize that our ability to achieve the high standards we set for ourselves can best be accomplished by having a
diverse team. We are committed to promoting diversity, equity and inclusion and our benefits programs are designed to achieve
employee satisfaction and advancement. As of February 16, 2024, the Company had approximately 480 employees, including officers.
Approximately half of our management team and 45% of our total employee population are female. Over 41% of our employees are 40
years of age or older and 24% are over 60 years of age. During each year, the Company hires additional part-time and seasonal
employees as groundskeepers and lifeguards and to conduct emergency repairs.

 - 5 -

 Our
employees are fairly compensated as compared to employees of our competitors and are routinely recognized for outstanding performance.
They are offered regular opportunities to participate in professional development programs which focus on building their skills and capabilities.
We conduct regional training sessions and are committed to providing a safe and healthy workplace that is free from violence, intimidation
and other unsafe or disruptive practices. We hold an annual employee meeting that includes safety training, as required under the federal
Occupational, Safety and Health Act, as well as anti-harassment training. The Company also offers a robust wellness program to its employees
that incorporates health benefits, including incentives for enrolling in exercise classes and for gym memberships. This encourages our
employees to improve their mental and physical well-being.

 Information
about our Executive Officers

 The
following table sets forth information with respect to the executive officers of the Company as of December 31, 2023:

 Name

 Age

 Position

 Eugene
 W. Landy

 Chairman
 of the Board of Directors and Founder

 Samuel
 A. Landy

 President
 and Chief Executive Officer

 Anna
 T. Chew

 Vice President, Chief Financial Officer and Treasurer

 Craig
 Koster

 Vice President, General Counsel and Secretary

 Brett
 Taft

 Vice President and Chief Operating Officer

 Environmental,
Social and Governance ("ESG") Considerations

 The
Company's mission is to address the fundamental need of providing affordable housing and in doing so, create sustainable and environmentally
friendly communities that have a positive societal impact. We recognize our obligation, as well as that of our industry, to reduce our
impact on the environment and to conserve natural resources. We continually invest in energy-efficient technology where practicable,
including water and energy conservation initiatives, and are committed to incorporating environmental and social considerations into
our business practices to create value and enhance the communities where our residents live. We also recognize the importance of good
corporate governance in ensuring the Company's continued success and maintaining the confidence of our shareholders and financing
sources. Our policies and practices are endorsed and supported by the Company's executive management, including its Vice President
of ESG, and are regularly reviewed by the Board of Directors and the Environmental, Social and Corporate Governance ("ESG") Subcommittee of the Nominating and Corporate Responsibility Committee.

 Investments in the Company's
common stock and preferred stock may be considered qualified ESG investments. Sustainalytics, which is a leading independent ESG and
corporate governance research ratings and analytics firm, reviewed our Sustainable Finance Framework and agreed that we not only provide
a social good in the form of providing affordable housing, but also an environmental good for our conservation initiatives. The framework
is also in line with UN Sustainable Development Goals 6, 7 and 11.

 Summary
of Risk Factors

 The
following is a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You should
carefully consider these risk factors, together with the risk factors set forth in Item 1A. of this Annual Report on Form 10-K and other
reports and documents filed by us with the SEC.

 Real
Estate Industry Risks:

 economic conditions and the concentration of our properties in certain states may affect our ability to generate sufficient revenue
 to maintain our profitability.

 We
 may be unable to compete with our larger competitors for acquisitions, which may increase prices for communities.

 We
 may not be able to integrate or finance our acquisitions and our acquisitions may not perform as expected.

 We
 may be unable to finance or accurately estimate or anticipate costs and timing associated with expansion activities.

 We
 may be unable to sell properties when appropriate because real estate investments are illiquid.

 Our
 ability to sell manufactured homes may be affected by various factors, which may in turn adversely affect our profitability.

 Licensing
 laws and compliance could affect our profitability.

 The
 termination of our third-party lending program could adversely affect us.

 Costs
 associated with taxes and regulatory compliance may reduce our revenue.

 Rent
 control legislation may harm our ability to increase rents.

 Environmental
 liabilities could affect our profitability.

 - 6 -

 Some
 of our properties are subject to potential natural or other disasters.

 Climate
 change may adversely affect our business.

 Actions
 by our competitors may decrease or prevent increases in the occupancy and rental rates of our properties which could adversely affect
 our business.

 Losses
 in excess of our insurance coverage or uninsured losses could adversely affect our cash flow.

 Our
 investments are concentrated in the manufactured housing/residential sector and our business would be adversely affected by an economic
 downturn in that sector.

 Our
 joint venture relationship with Nuveen Real Estate may subject us to risks, including limitations on our decision-making authority
 and the risk of disputes, which could adversely affect us.

 Financing
Risks:

 We
 face risks generally associated with our debt.

 We
 mortgage our properties, which subjects us to the risk of foreclosure in the event of non-payment.

 We
 face risks associated with our dependence on external sources of capital.

 We
 may become more highly leveraged, resulting in increased risk of default on our obligations and an increase in debt service requirements
 which could adversely affect our financial condition and results of operations and our ability to pay distributions.

 We
 are subject to risks associated with the current interest rate environment, and changes in interest rates may affect our cost of
 capital and, consequently, our financial results.

 Covenants
 in our credit agreements and other debt instruments could limit our flexibility and adversely affect our financial condition.

 A
 change in the U.S. government policy with regard to Fannie Mae and Freddie Mac could impact our financial condition.

 We
 face risks associated with the financing of home sales to customers in our manufactured home communities.

 Risks
Related to our Status as a REIT:

 If
 our leases are not respected as true leases for federal income tax purposes, we would fail to qualify as a REIT.

 Failure
 to make required distributions would subject us to additional tax.

 We
 may not have sufficient cash available from operations to pay distributions to our shareholders, and, therefore, distributions may
 be made from borrowings.

 We
 may be required to pay a penalty tax upon the sale of property that is determined to be held for sale to customers.

 We
 may be adversely affected if we fail to qualify as a REIT.

 To
 qualify as a REIT, we must comply with certain highly technical and complex requirements.

 There
 is a risk of changes in the tax law applicable to REITs.

 We
 may be unable to comply with the strict income distribution requirements applicable to REITs.

 Our
 taxable REIT subsidiary ("TRS") is subject to special rules that may result in increased taxes.

 Notwithstanding
 our status as a REIT, we are subject to various federal, state and local taxes on our income and property.

Risk Factors

 Global
 and regional economic conditions could materially adversely affect our business, results of operations, financial condition and growth.

 We
 may not be able to obtain adequate cash to fund our business.

 We
 are dependent on key personnel.

 If we fail to maintain an effective system of internal controls, we may
not be able to accurately report financial results, which could result in a loss of investor confidence and adversely affect the market
price of our common stock.

 Some
 of our directors and officers may have conflicts of interest with respect to certain related party transactions and other business
 interests.

 We
 may amend our business policies without shareholder approval.

 - 7 -

 Third-party expectations relating to environmental,
social and governance factors may impose additional costs and expose us to new risks.

 The
 market value of our Series D Preferred Stock and Common Stock could decrease based on our performance and market perception and conditions.

 The
 market price and trading volume of our Series D Preferred Stock and Common Stock may fluctuate significantly.

 issuance or sale of additional shares of Preferred Stock or Common Stock or other securities could adversely affect the trading prices of our
 outstanding Series D Preferred Stock and Common Stock.

 issuances of our debt securities, which would be senior to our Series D Preferred Stock upon liquidation, or preferred equity securities
 which may be senior to our Series D Preferred Stock for purposes of dividend distributions or upon liquidation, may adversely affect
 the per-share trading prices of our Series D Preferred Stock.

 There
 are restrictions on the transfer of our capital stock.

 The
 dual listing of our Common Stock on the New York Stock Exchange ("NYSE") and the Tel Aviv Stock Exchange ("TASE") may result in price variations
 that could adversely affect liquidity of the market for our Common Stock.

 The
 existing mechanism for the dual listing of securities on the NYSE and the TASE may be eliminated or modified in a manner that may
 subject us to additional regulatory burden and additional costs.

 We
 are subject to restrictions that may impede our ability to effect a change in control.

 We
 cannot assure you that we will be able to pay distributions regularly.

 Dividends
 on our capital stock do not qualify for the reduced federal tax rates available for some dividends ( i.e., they are not qualified dividends).

 We
 are subject to risks arising from litigation.

 terrorist attacks and military conflicts could have a material adverse effect on general economic conditions, consumer confidence
 and market liquidity.

 Disruptions
 in the financial markets could affect our ability to obtain financing on reasonable terms and have other adverse effects on us and
 the market price of our capital stock.

 We
 face risks relating to cybersecurity attacks which could adversely affect our business, cause loss of confidential information and
 disrupt operations.

 We
 are dependent on continuous access to the Internet to use our cloud-based applications.

 We
 face risks relating to expanding use of social media mediums.

 Our
 opportunity zone fund may fail to qualify for the tax benefits available for investments in qualified opportunity zones under the
 detailed rules adopted by the Internal Revenue Service.

 We face various risks and uncertainties related to public health crises,
such as the COVID-19 pandemic or other highly infectious or contagious diseases.

 Cautionary
Statement Regarding Forward-Looking Statements

 Certain
statements contained in this Annual Report on Form 10-K that are not historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Forward-looking statements provide our current expectations or forecasts of
future events. Forward-looking statements include statements about the Company's expectations, beliefs, intentions, plans, objectives,
goals, strategies, future events, performance and underlying assumptions and other statements that are not historical facts. Forward-looking
statements can be identified by their use of forward-looking words, such as "may," "will," "anticipate,"
"expect," "believe," "intend," "plan," "should," "seek" or comparable
terms, or the negative use of those words, but the absence of these words does not necessarily mean that a statement is not forward-looking.

 - 8 -

 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
below and under the headings "Business", "Risk Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations". 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:

 in the real estate market conditions and general economic conditions;

 the
 inherent risks associated with owning real estate, including local real estate market conditions, governing laws and regulations
 affecting manufactured housing communities and illiquidity of real estate investments;

 increased
 competition in the geographic areas in which we own and operate manufactured housing communities;

 our
 ability to continue to identify, negotiate and acquire manufactured housing communities and/or vacant land which may be developed
 into manufactured housing communities on terms favorable to us;

 our
 ability to maintain or increase rental rates and occupancy levels;

 in market rates of interest;

 inflation
 and increases in costs, including personnel, insurance and the cost of purchasing manufactured homes;

 our
 ability to purchase manufactured homes for rental or sale;

 our
 ability to repay debt financing obligations;

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

 our
 ability to comply with certain debt covenants;

 our
 ability to integrate acquired properties and operations into existing operations;

 the
 availability of other debt and equity financing alternatives;

 continued
 ability to access the debt or equity markets;

 the
 loss of any member of our management team;

 our
 ability to maintain internal controls and processes to ensure all transactions are accounted for properly, all relevant disclosures
 and filings are made in a timely manner in accordance with all rules and regulations, and any potential fraud or embezzlement is
 thwarted or detected;

 the
 ability of manufactured home buyers to obtain financing;

 the
 level of repossessions by manufactured home lenders;

 market
 conditions affecting our investment securities;

 in federal or state tax rules or regulations that could have adverse tax consequences;

 our
 ability to qualify as a real estate investment trust for federal income tax purposes;

 risks and uncertainties related to the COVID-19 pandemic or other highly infectious or contagious diseases; and,

 those
 risks and uncertainties referenced under the heading "Risk Factors" contained in this Form 10-K and the Company's
 filings with the Securities and Exchange Commission ("SEC").

 You
should not place undue reliance on these forward-looking statements, as events described or implied in such statements may not occur.
The forward-looking statements contained in this Annual Report on Form 10-K speak only as of the date hereof and the Company expressly
disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future
events, or otherwise.

 Available
Information

information about the Company can be found on the Company's website which is located at www.umh.reit. Information contained
on or hyperlinked from our website is not incorporated by reference into and should not be considered part of this Annual Report on Form
10-K or our other filings with the SEC. The Company makes available, free of charge, on or through its website, annual reports on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to,
the SEC. The SEC maintains an Internet site ( that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC.

 Item
1A – Risk Factors

 Our
business faces many risks. The following risk factors may not be the only risks we face but address what we believe may be the material
risks concerning our business at this time. If any of the risks discussed in this report were to occur, our business, prospects, financial
condition, results of operation and our ability to service our debt and make distributions to our shareholders could be materially and
adversely affected and the market price per share of our stock could decline significantly. Some statements in this report, including
statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled "Cautionary
Statement Regarding Forward-Looking Statements."

 - 9 -

 Real
Estate Industry Risks

economic conditions and the concentration of our properties in certain states may affect our ability to generate sufficient revenue
to maintain our profitability. The market and economic conditions in our current markets may significantly affect manufactured home occupancy or rental
rates. Occupancy and rental rates, in turn, may significantly affect our revenues, and if our communities do not generate revenues
sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay or
refinance our debt obligations could be adversely affected. As a result of the geographic concentration of our properties in ten
states in the Eastern United States, we are exposed to the risks of downturns in the local economy or other local real estate market
conditions which could adversely affect occupancy rates, rental rates, and property values in these markets.

 Other
factors that may affect general economic conditions or local real estate conditions include:

 the
 national and local economic climate, including that of the energy-market dependent Marcellus and Utica Shale regions, may be adversely
 impacted by, among other factors, potential restrictions on drilling, plant closings, and industry slowdowns;

 local
 real estate market conditions such as the oversupply of manufactured homesites or a reduction in demand for manufactured homesites
 in an area;

 the
 number of repossessed homes in a particular market;

 the
 lack of an established dealer network;

 the
 rental market which may limit the extent to which rents may be increased to meet increased expenses without decreasing occupancy
 rates;

 the
 safety, convenience and attractiveness of our properties and the neighborhoods where they are located;

 zoning
 or other regulatory restrictions;

 competition
 from other available manufactured home communities and alternative forms of housing (such as apartment buildings and single-family
 homes);

 our
 ability to provide adequate management, maintenance and insurance;

 a
 pandemic or other health crisis, such as the COVID-19 pandemic or other highly infectious or contagious diseases;

 increased
 operating costs, including insurance premiums, real estate taxes and utilities; and

 the
 enactment of rent control laws or laws taxing the owners of manufactured homes.

 Our
income would also be adversely affected if tenants were unable to pay rent or if sites were unable to be rented on favorable terms. If
we were unable to promptly relet or renew the leases for a significant number of sites, or if the rental rates upon such renewal or reletting
were significantly lower than expected rates, then our business and results of operations could be adversely affected. In addition, certain
expenditures associated with each property (such as real estate taxes and maintenance costs) generally are not reduced when circumstances
cause a reduction in income from the property.

 We
may be unable to compete with our larger competitors for acquisitions, which may increase prices for communities. The real
estate business is highly competitive. We compete for manufactured home community investments with numerous other real estate
entities, such as individuals, corporations, REITs and other enterprises engaged in real estate activities. In many cases, the
competing companies may be larger and better financed than we are, making it difficult for us to secure new manufactured home
community investments. Competition among private and institutional purchasers of manufactured home community investments has
resulted in increases in the purchase prices paid for manufactured home communities and consequently higher fixed costs. To the
extent we are unable to effectively compete in the marketplace, our business may be adversely affected.

 - 10 -

 We
may not be able to integrate or finance our acquisitions and our acquisitions may not perform as expected. We acquire and intend
to continue to acquire manufactured home communities on a select basis. Our acquisition activities and their success are subject to risks,
including the following:

 if
 we enter into an acquisition agreement for a property, it is usually subject to customary conditions to closing, including completion
 of due diligence investigations to our satisfaction, which may not be satisfied;

 we
 may be unable to finance acquisitions on favorable terms;

 acquired
 properties may fail to perform as expected;

 the
 actual costs of repositioning or redeveloping acquired properties may be higher than our estimates;

 acquired
 properties may be located in new markets where we face risks associated with a lack of market knowledge or understanding of the local
 economy, lack of business relationships in the area and unfamiliarity with local governmental and permitting procedures; and

 we
 may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into
 our existing operations.

 If
any of the above were to occur, our business and results of operations could be adversely affected.

 In
addition, we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown
liabilities. As a result, if a liability were to be asserted against us based upon ownership of those properties, we might have to pay
substantial sums to settle it, which could adversely affect our cash flow.

 We
may be unable to finance or accurately estimate or anticipate costs and timing associated with expansion activities. We
periodically consider the expansion of existing communities and development of new communities. Our expansion and development
activities are subject to risks such as:

 we
 may not be able to obtain financing with favorable terms for community development which may make us unable to proceed with the development;

 we
 may be unable to obtain, or may face delays in obtaining, necessary zoning, building and other governmental permits and authorizations,
 which could result in increased costs and delays, and even require us to abandon development of a community entirely if we are unable
 to obtain such permits or authorizations;

 we
 may abandon development opportunities that we have already begun to explore and as a result we may not recover expenses already incurred
 in connection with exploring such development opportunities;

 we
 may be unable to complete construction and lease-up of a community on schedule resulting in increased debt service expense and construction
 costs;

 we
 may incur construction and development costs for a community which exceed our original estimates due to increased materials, labor
 or other costs, which could make completion of the community uneconomical and we may not be able to increase rents to compensate
 for the increase in development costs which may impact our profitability;

 we
 may be unable to secure long-term financing on completion of development resulting in increased debt service and lower profitability;
 and

 occupancy
 rates and rents at a newly developed community may fluctuate depending on several factors, including market and economic conditions,
 which may result in the community not being profitable.

 If
any of the above were to occur, our business and results of operations could be adversely affected.

 We
may be unable to sell properties when appropriate because real estate investments are illiquid. Real estate investments generally
cannot be sold quickly and, therefore, will tend to limit our ability to vary our property portfolio promptly in response to changes
in economic or other conditions. In addition, the Code limits our ability to sell our properties. The inability to respond promptly to
changes in the performance of our property portfolio could adversely affect our financial condition and ability to service our debt and
make distributions to our shareholders.

 - 11 -

 Our
ability to sell manufactured homes may be affected by various factors, which may in turn adversely affect our profitability.
S&F operates in the manufactured home market offering homes for sale to tenants and prospective tenants of our communities. The market
for the sale of manufactured homes may be adversely affected by the following factors:

 downturns
 in economic conditions which adversely impact the housing market;

 an
 oversupply of, or a reduced demand for, manufactured homes;

 the
 ability of manufactured home manufacturers to adapt to change in the economic climate and the availability of units from these manufacturers;

 the
 difficulty facing potential purchasers in obtaining affordable financing as a result of heightened lending criteria; and

 an
 increase or decrease in the rate of manufactured home repossessions which provide aggressively priced competition to new manufactured
 home sales.

 Any
of the above listed factors could adversely impact our rate of manufactured home sales, which would result in a decrease in profitability.

 Licensing
laws and compliance could affect our profitability. Our subsidiary S&F is subject to the Secure and Fair Enforcement for
Mortgage Licensing Act of 2008 ("SAFE Act"), which requires that we obtain appropriate licenses pursuant to the Nationwide
Mortgage Licensing System & Registry in each state where S&F conducts business. There are extensive federal and state requirements
mandated by the SAFE Act and other laws pertaining to financing, including the Dodd-Frank Wall Street Reform and Consumer Protection
Act, and there can be no assurance that we will obtain or renew our SAFE Act licenses, which could result in fees and penalties and have
an adverse impact on our ability to continue with our home financing activities.

 The
termination of our third-party lending program could adversely affect us. S&F currently relies exclusively on its third-party
lending program for all loan origination and servicing activity. As a result, the termination of our third-party lending program could
impact our ability to continue with our home financing activities.

 Costs
associated with taxes and regulatory compliance may reduce our revenue. We are subject to significant regulation that inhibits
our activities and may increase our costs. Local zoning and use laws, environmental statutes and other governmental requirements may
restrict expansion, rehabilitation and reconstruction activities. These regulations may prevent us from taking advantage of economic
opportunities. Legislation such as the Americans with Disabilities Act may require us to modify our properties at a substantial cost
and noncompliance could result in the imposition of fines or an award of damages to private litigants. Future legislation may impose
additional requirements. We cannot predict what requirements may be enacted or amended or what costs we will incur to comply with such
requirements. Costs resulting from changes in real estate laws, income taxes, service or other taxes may adversely affect our funds from
operations and our ability to pay or refinance our debt. Similarly, changes in laws increasing the potential liability for environmental
conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated
expenditures, which would adversely affect our business and results of operations.

 Laws
and regulations also govern the provision of utility services. Such laws regulate, for example, how and to what extent owners or operators
of property can charge renters for provision of utilities. Such laws can also regulate the operations and performance of utility systems
and may impose fines and penalties on real property owners or operators who fail to comply with these requirements. The laws and regulations
may also require capital investment to maintain compliance.

 Rent
control legislation may harm our ability to increase rents. State and local rent control laws in certain jurisdictions may limit
our ability to increase rents and to recover increases in operating expenses and the costs of capital improvements. In 2019, the State
of New York enacted the Housing Stability and Tenant Protection Act of 2019, which, among other things, set maximum collectible rent
increases. Rent control also affects three of our manufactured home communities in New Jersey. Enactment of such laws has been considered
at various times in other jurisdictions. We presently expect to continue to maintain properties, and may purchase additional properties,
in markets that are either subject to rent control or in which rent related legislation exists or may be enacted.

 - 12 -

 Environmental
liabilities could affect our profitability. Under various federal, state and local laws, ordinances and regulations, an owner
or operator of real estate is liable for the costs of removal or remediation of certain hazardous substances at, on, under or in such
property, as well as certain other potential costs relating to hazardous or toxic substances. Such laws often impose such liability without
regard to whether the owner knew of, or was responsible for, the presence of such hazardous substances. A conveyance of the property,
therefore, does not relieve the owner or operator from liability. As a current or former owner and operator of real estate, we may be
required by law to investigate and clean up hazardous substances released at or from the properties we currently own or operate or have
in the past owned or operated. We may also be liable to the government or to third parties for property damage, investigation costs and
cleanup costs. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and
costs the government incurs in connection with the contamination. Contamination may adversely affect our ability to sell or lease real
estate or to borrow using the real estate as collateral. Persons who arrange for the disposal or treatment of hazardous substances also
may be liable for the costs of removal or remediation of such substances at a disposal or treatment facility owned or operated by another
person. In addition, certain environmental laws impose liability for the management and disposal of asbestos-containing materials and
for the release of such materials into the air. These laws may provide for third parties to seek recovery from owners or operators of
real properties for personal injury associated with asbestos-containing materials. In connection with the ownership, operation, management,
and development of real properties, we may be considered an owner or operator of such properties and, therefore, are potentially liable
for removal or remediation costs, and also may be liable for governmental fines and injuries to persons and property. When we arrange
for the treatment or disposal of hazardous substances at landfills or other facilities owned by other persons, we may be liable for the
removal or remediation costs at such facilities. We are not aware of any environmental liabilities relating to our investment properties
which would have a material adverse effect on our business, assets, or results of operations. However, we cannot assure you that environmental
liabilities will not arise in the future and that such liabilities will not have a material adverse effect on our business, assets or
results of operations.

 Of
the 135 manufactured home communities we operated as of December 31, 2023, 46 have their own wastewater treatment facility or water distribution
system, or both. At these locations, we are subject to compliance with monthly, quarterly and yearly testing for contaminants as outlined
by the individual state's environmental protection agencies.

 In
connection with the management of the properties or upon acquisition or financing of a property, the Company authorizes the preparation
of Phase I or similar environmental reports (which involves general inspections without soil sampling or ground water analysis) completed
by independent environmental consultants. Based upon such environmental reports and the Company's ongoing review of its properties,
as of the date of this Annual Report, the Company is not aware of any environmental condition with respect to any of its properties which
it believes would be reasonably likely to have a material adverse effect on its financial condition and/or results of operations. However,
these reports cannot reflect conditions arising after the studies were completed, and no assurances can be given that existing environmental
studies reveal all environmental liabilities, that any prior owner or operator of a property or neighboring owner or operator did not
create any material environmental condition not known to us, or that a material environmental condition does not otherwise exist as to
any one or more properties.

 Some
of our properties are subject to potential natural or other disasters. Certain of our manufactured home communities are located
in areas that may be subject to natural disasters, including our manufactured home communities in flood plains, in areas that may be
adversely affected by tornados and in coastal regions that may be adversely affected by increases in sea levels or in the frequency or
severity of hurricanes, tropical storms or other severe weather conditions. The occurrence of natural disasters may delay redevelopment
or development projects, increase investment costs to repair or replace damaged properties, increase future property insurance costs
and negatively impact the tenant demand for lease space. To the extent insurance is unavailable to us or is unavailable on acceptable
terms, or our insurance is not adequate to cover losses from these events, our financial condition and results of operations could be
adversely affected.

 Climate
change may adversely affect our business. To
the extent that significant changes in the climate occur in areas where our properties are located, we may experience extreme weather
and changes in precipitation and temperature, all of which may result in physical damage to or a decrease in demand for properties located
in these areas or affected by these conditions. Should the impact of climate change be material in nature, including significant property
damage to or destruction of our properties, or occur for lengthy periods of time, our financial condition or results of operations may
be adversely affected. In addition, changes in federal, state and local legislation and regulations based on concerns about climate change
could result in increased capital expenditures on our properties (for example, to improve their energy efficiency and/or resistance to
inclement weather) without a corresponding increase in revenue, resulting in adverse impacts to our net income.

 - 13 -

 Actions
by our competitors may decrease or prevent increases in the occupancy and rental rates of our properties which could adversely affect
our business. We compete with other owners and operators of manufactured home community properties, some of which own properties
similar to ours in the same submarkets in which our properties are located. The number of competitive manufactured home community properties
in a particular area could have a material adverse effect on our ability to attract tenants, lease sites and maintain or increase rents
charged at our properties or at any newly acquired properties. In addition, other forms of multifamily residential properties, such
as private and federally funded or assisted multifamily housing projects and single-family housing, provide housing alternatives to
potential tenants of manufactured home communities. If our competitors offer housing at rental rates below current market rates or below
the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to reduce our rental rates below
those we currently charge in order to retain tenants when our tenants' leases expire.

 Losses
in excess of our insurance coverage or uninsured losses could adversely affect our cash flow. We generally maintain insurance
policies related to our business, including casualty, general liability and other policies covering business operations, employees and
assets. However, we may be required to bear all losses that are not adequately covered by insurance. In addition, there are certain losses
that are not generally insured because it is not economically feasible to insure against them, including losses due to riots, acts of
war or other catastrophic events. If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our
properties, then we could lose the capital we invested in the properties, as well as the anticipated profits and cash flow from the properties
and, in the case of debt which is with recourse to us, we would remain obligated for any mortgage debt or other financial obligations
related to the properties. Although we believe that our insurance programs are adequate, no assurance can be given that we will not incur
losses in excess of our insurance coverage, or that we will be able to obtain insurance in the future at acceptable levels and reasonable
cost.

 Our
investments are concentrated in the manufactured housing/residential sector and our business would be adversely affected by an economic
downturn in that sector. Our investments in real estate assets are primarily concentrated in the manufactured housing/residential
sector. This concentration may expose us to the risk of economic downturns in this sector to a greater extent than if our business activities
included a more significant portion of other sectors of the real estate industry.

 Our joint venture
relationship with Nuveen Real Estate may subject us to risks, including limitations on our decision-making authority and the risk of
disputes, which could adversely affect us. We have entered into joint venture arrangements with Nuveen Real Estate to
acquire manufactured home communities that are recently developed or under development. We are required to contribute 40% of the
capital required for investments by the joint venture entities. It is possible that our joint venture partner, Nuveen Real Estate,
may have business interests, goals, priorities or concerns that are different from our business interests, goals, priorities or
concerns. Although we manage the joint venture entities and their properties, we do not have full control over decisions and require
approval of Nuveen Real Estate for major decisions. As a result, we may face the risk of disputes, including potential deadlocks in
making decisions. In addition, the joint venture agreements provide that until the capital contributions to the joint venture entities are
fully funded or the joint venture is terminated, and unless Nuveen declines an acquisition proposed by us, the joint venture will be
the exclusive vehicle for us to acquire any manufactured home communities that meet the joint venture's investment
guidelines. Nuveen Real Estate will have the right to remove and replace us as managing member of the joint venture
entities and manager of the joint venture's properties if we breach certain obligations or certain events occur, in which
event Nuveen Real Estate may elect to buy out our interest in the applicable joint venture entity at 98% of its value. There
are also significant restrictions on our ability to exit the joint venture. Any of these provisions could adversely affect us.

 Financing
Risks

 We
face risks generally associated with our debt. We finance a portion of our investments in properties and marketable securities
through debt. We are subject to the risks normally associated with debt financing, including the risk that our cash flow will be insufficient
to meet required payments of principal and interest. In addition, debt creates other risks, including:

 rising
 interest rates on our variable rate debt;

 inability
 to repay or refinance existing debt as it matures, which may result in forced disposition of assets on disadvantageous terms;

 refinancing
 terms less favorable than the terms of existing debt; and

 failure
 to meet required payments of principal and/or interest.

 - 14 -

 To
the extent we cannot refinance debt on favorable terms or at all, we may be forced to dispose of properties on disadvantageous terms
or pay higher interest rates, either of which would have an adverse impact on our financial performance and ability to service debt and
make distributions.

 We
mortgage our properties, which subjects us to the risk of foreclosure in the event of non-payment. We mortgage many of our properties
to secure payment of indebtedness. If we are unable to meet mortgage payments, then the property could be foreclosed upon or transferred
to the mortgagee with a consequent loss of income and asset value. A foreclosure of one or more of our properties could adversely affect
our financial condition, results of operations, cash flow, ability to service debt and make distributions and the market price of our
Series D Preferred Stock and Common Stock and any other securities we issue.

 We
face risks associated with our dependence on external sources of capital. In order to qualify as a REIT, we are required
each year to distribute to our shareholders at least 90% of our REIT taxable income, and we are subject to tax on our income to the
extent it is not distributed. Because of this distribution requirement, we may not be able to fund all future capital needs from
cash retained from operations. As a result, to fund capital needs, we rely on third-party sources of capital, which we may not be
able to obtain on favorable terms, if at all. Our access to third-party sources of capital depends upon a number of factors,
including (i) general market conditions; (ii) the market's perception of our growth potential; (iii) our current and potential
future earnings and cash distributions; and (iv) the market price of our Series D Preferred Stock and Common Stock and any other securities we issue. Additional debt
financing may substantially increase our debt-to-total capitalization ratio. Additional equity issuance may dilute the holdings of
our current shareholders.

 We
may become more highly leveraged, resulting in increased risk of default on our obligations and an increase in debt service requirements
which could adversely affect our financial condition and results of operations and our ability to pay distributions. We have
incurred, and may continue to incur, indebtedness in furtherance of our activities. Our governing documents do not limit the amount of
indebtedness we may incur. Accordingly, our Board of Directors may vote to incur additional debt and would do so, for example, if it
were necessary to maintain our status as a REIT. We could therefore become more highly leveraged, resulting in an increased risk of default
on our obligations and in an increase in debt service requirements, which could adversely affect our financial condition and results
of operations and our ability to pay distributions to shareholders.

 We
are subject to risks associated with the current interest rate environment, and changes in interest rates may affect our cost of
capital and, consequently, our financial results. In 2022 and 2023, the U.S. Federal Reserve raised short term interest
rates by a total of 4.25% and 1.00%, respectively. Although rates have recently stabilized, additional interest rate increases may
be possible. Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and may
affect our ability to complete potential acquisitions. Because a portion of our debt bears interest at variable rates, in periods of
rising interest rates, such as the current interest rate environment, our cost of funds would increase, which could adversely affect
our cash flows, financial condition and results of operations, ability to make distributions to shareholders, and the cost of
refinancing. and reduce our access to the debt or equity capital markets. Increased interest rates could also adversely affect the
value of our properties to the extent that it decreases the amount buyers may be willing to pay for our properties. Additionally, if
we choose to hedge any interest rate risk, we cannot assure that any such hedge will be effective or that our hedging counterparty
will meet its obligations to us. As a result, increased interest rates, including any future increases in interest rates, could
adversely affect us.

 Covenants
in our credit agreements and other debt instruments could limit our flexibility and adversely affect our financial condition.
The terms of our various credit agreements and other indebtedness require us to comply with a number of customary financial and other
covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. These covenants may limit
our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable
indebtedness even if we had satisfied our payment obligations. If we were to default under our credit agreements, our financial condition
would be adversely affected.

 - 15 -

 A
change in the U.S. government policy with regard to Fannie Mae and Freddie Mac could impact our financial condition. Fannie Mae
and Freddie Mac are major sources of financing for the manufactured housing real estate sector. We depend frequently on Fannie Mae and
Freddie Mac to finance growth by purchasing or guaranteeing manufactured housing community loans. A decision by the government to eliminate
Fannie Mae or Freddie Mac, or reduce their acquisitions or guarantees of our mortgage loans, may adversely affect interest rates, capital
availability and our ability to refinance our existing mortgage obligations as they come due and obtain additional long-term financing
for the acquisition of additional communities on favorable terms or at all.

 We
face risks associated with the financing of home sales to customers in our manufactured home communities. To produce new rental
revenue and to upgrade our communities, we sell homes to customers in our communities at competitive prices and finance these home sales
through S&F. We allow banks and outside finance companies the first opportunity to finance these sales. We are subject to the following
risks in financing these homes:

 the
 borrowers may default on these loans and not be able to make debt service payments or pay principal when due;

 the
 default rates may be higher than we anticipate;

 demand
 for consumer financing may not be as great as we anticipate or may decline;

 the
 value of property securing the installment notes receivable may be less than the amounts owed; and

 interest
 rates payable on the installment notes receivable may be lower than our cost of funds.

 Additionally,
there are many regulations pertaining to our home sales and financing activities. There are significant consumer protection laws and
the regulatory framework may change in a manner which may adversely affect our operating results. The regulatory environment and associated
consumer finance laws create a risk of greater liability from our home sales and financing activities and could subject us to additional
litigation. We are also dependent on licenses granted by state and other regulatory authorities, which may be withdrawn or which may
not be renewed and which could have an adverse impact on our ability to continue with our home sales and financing activities.

 Risks
Related to our Status as a REIT

 If
our leases are not respected as true leases for federal income tax purposes, we would fail to qualify as a REIT. To qualify
as a REIT, we must, among other things, satisfy two gross income tests, under which specified percentages of our gross income must
be certain types of passive income, such as rent. For the rent paid pursuant to our leases to qualify for purposes of the gross
income tests, the leases must be respected as true leases for federal income tax purposes and not be treated as service contracts,
joint venture or some other type of arrangement. We believe that our leases will be respected as true leases for federal income tax
purposes. However, there can be no assurance that the Internal Revenue Service ("IRS") will agree with this view. If the
leases are not respected as true leases for federal income tax purposes, we would not be able to satisfy either of the two gross
income tests applicable to REITs, and we could lose our REIT status.

 Failure
to make required distributions would subject us to additional tax. In order to qualify as a REIT, we must, among other requirements,
distribute, each year, to our shareholders at least 90% of our taxable income, excluding net capital gains. To the extent that we satisfy
the 90% distribution requirement, but distribute less than 100% of our taxable income, we will be subject to federal corporate income
tax on our undistributed income. In addition, we will incur a 4% nondeductible excise tax on the amount, if any, by which our distributions
(or deemed distributions) in any year are less than the sum of:

 85%
 of our ordinary income for that year;

 95%
 of our capital gain net earnings for that year; and

 100%
 of our undistributed taxable income from prior years.

 To
the extent we pay out in excess of 100% of our taxable income for any tax year, we may be able to carry forward such excess to subsequent
years to reduce our required distributions for purposes of the 4% nondeductible excise tax in such subsequent years. We intend to pay
out our income to our shareholders in a manner intended to satisfy the 90% distribution requirement. Differences in timing between the
recognition of income and the related cash receipts or the effect of required debt amortization payments could require us to borrow money
or sell assets to pay out enough of our taxable income to satisfy the 90% distribution requirement and to avoid corporate income tax.

 - 16 -

 We
may not have sufficient cash available from operations to pay distributions to our shareholders, and, therefore, distributions may be
made from borrowings. The actual amount and timing of distributions to our shareholders will be determined by our Board of Directors
in its discretion and typically will depend on the amount of cash available for distribution, which will depend on items such as current
and projected cash requirements, limitations on distributions imposed by law on our financing arrangements and tax considerations. As
a result, we may not have sufficient cash available from operations to pay distributions as required to maintain our status as a REIT.
Therefore, we may need to borrow funds to make sufficient cash distributions in order to maintain our status as a REIT, which may cause
us to incur additional interest expense as a result of an increase in borrowed funds for the purpose of paying distributions.

 We
may be required to pay a penalty tax upon the sale of property that is determined to be held for sale to customers. The federal income tax provisions applicable to REITs
provide that any gain realized by a REIT on the sale of property held as inventory or other property held primarily for sale to
customers in the ordinary course of business is treated as income from a "prohibited transaction" that is subject to a
100% penalty tax. Under current law, unless a sale of real property qualifies for a safe harbor, the question of whether the sale of
real estate or other property constitutes the sale of property held primarily for sale to customers is generally a question of the
facts and circumstances regarding a particular transaction. We intend that we and our subsidiaries will hold the interests in the
real estate for investment with a view to long-term appreciation, engage in the business of acquiring and owning real estate, and
make occasional sales as are consistent with our investment objectives. We do not intend to engage in prohibited transactions. We
cannot assure you, however, that we will only make sales that satisfy the requirements of the safe harbors or that the IRS will not
successfully assert that one or more of such sales are prohibited transactions.

 We
may be adversely affected if we fail to qualify as a REIT. If we fail to qualify as a REIT, we will not be allowed to
deduct distributions to shareholders in computing our taxable income and will be subject to federal income tax at regular corporate
rates and possibly increased state and local taxes. In addition, we might be barred from qualification as a REIT for the four years
following the year of disqualification. The additional tax incurred at regular corporate rates would reduce significantly the cash
flow available for distribution to shareholders and for debt service. Furthermore, we would no longer be required to make any
distributions to our shareholders as a condition to REIT qualification. Any distributions to shareholders would be taxable as
ordinary income to the extent of our current and accumulated earnings and profits, although such dividend distributions to
non-corporate shareholders would be subject to a maximum federal income tax rate of 20% (and potentially a federal tax on net
investment income of 3.8%), provided applicable requirements of the Code are satisfied. Furthermore, corporate shareholders may be
eligible for the dividends received deduction on the distributions, subject to limitations under the Code. Additionally, if we fail
to qualify as a REIT, non-corporate shareholders would no longer be able to deduct up to 20% of our dividends (other than capital
gain dividends and dividends treated as qualified dividend income), as would otherwise generally be permitted for taxable years
beginning after December 31, 2017 and before January 1, 2026.

 To
qualify as a REIT, we must comply with certain highly technical and complex requirements. We cannot be certain we have complied,
and will always be able to comply, with the requirements to qualify as a REIT because there are few judicial and administrative interpretations
of these provisions. In addition, facts and circumstances that may be beyond our control may affect our ability to continue to qualify
as a REIT. We cannot assure you that new legislation, regulations, administrative interpretations or court decisions will not change
the tax laws significantly with respect to our qualification as a REIT or with respect to the federal income tax consequences of qualification.
We believe that we have qualified as a REIT since our inception and intend to continue to qualify as a REIT. However, we cannot assure
you that we are so qualified or will remain so qualified.

 There
is a risk of changes in the tax law applicable to REITs. Because the IRS, the U.S. Treasury Department and Congress frequently
review federal income tax legislation, we cannot predict whether, when or to what extent new federal tax laws, regulations, interpretations
or rulings will be adopted. Numerous changes to the U.S. federal income tax laws are proposed on a regular basis. Any of such legislative
action may prospectively or retroactively modify our tax treatment and, therefore, may adversely affect taxation of us and/or our investors.
Additionally, the REIT rules are continually under review by persons involved in the legislative process and by the IRS and the U.S. Treasury
Department, which may result in revisions to regulations and interpretations in addition to statutory changes. Furthermore,
members of the U.S. Congress and the Biden administration have expressed intent to pass legislation to change or repeal parts of currently
enacted tax law, including, in particular, legislation that will increase corporate tax rates from the current flat rate of 21%. If
enacted, certain proposed changes could have an adverse impact on our business and financial results. Importantly, legislation has been
proposed in several states specifically taxing REITs. If such legislation were to be enacted, our income from such states would be adversely
impacted.

 - 17 -

 We
may be unable to comply with the strict income distribution requirements applicable to REITs. To maintain qualification as a
REIT under the Code, a REIT must annually distribute to its shareholders at least 90% of its REIT taxable income, excluding the dividends
paid deduction and net capital gains. This requirement limits our ability to accumulate capital. We may not have sufficient cash or other
liquid assets to meet the distribution requirements. Difficulties in meeting the distribution requirements might arise due to competing
demands for our funds or to timing differences between tax reporting and cash receipts and disbursements, because income may have to
be reported before cash is received, because expenses may have to be paid before a deduction is allowed, because deductions may be disallowed
or limited or because the IRS may make a determination that adjusts reported income. In those situations, we might be required to borrow
funds or sell properties on adverse terms in order to meet the distribution requirements and interest and penalties could apply which
could adversely affect our financial condition. If we fail to make a required distribution, we could cease to be taxed as a REIT.

 Our
taxable REIT subsidiary ("TRS") is subject to special rules that may result in increased taxes. As a REIT, we must
pay a 100% penalty tax on certain payments that we receive or on certain deductions taken if the economic arrangements between us and
our TRS are not comparable to similar arrangements between unrelated parties. The IRS may successfully assert that the economic arrangements
of any of our inter-company transactions are not comparable to similar arrangements between unrelated parties, and may assess the above
100% penalty tax or make other reallocations of income or loss. This would result in unexpected tax liability which would adversely affect
our cash flows.

 Notwithstanding
our status as a REIT, we are subject to various federal, state and local taxes on our income and property. For example, we will
be taxed at regular corporate rates on any undistributed taxable income, including undistributed net capital gains; provided, however,
that properly designated undistributed capital gains will effectively avoid taxation at the shareholder level. We may be subject to other
Federal income taxes and may also have to pay some state income or franchise taxes because not all states treat REITs in the same manner
as they are treated for federal income tax purposes.

Risk Factors

 Global
and regional economic conditions could materially adversely affect our business, results of operations, financial condition and
growth. Adverse macroeconomic conditions, including inflation, slower growth or recession, tighter credit, higher interest
rates and high unemployment could materially adversely impact our business, results of operations, financial condition and growth.
In addition, uncertainty about, or a decline in, global or regional economic conditions could have a significant impact on our
suppliers.

 We
may not be able to obtain adequate cash to fund our business. Our business requires access to adequate cash to finance our operations,
distributions, capital expenditures, debt service obligations, development and redevelopment costs and property acquisition costs, if
any. We expect to generate the cash to be used for these purposes primarily with operating cash flow, borrowings under secured and unsecured
loans, proceeds from sales of strategically identified assets and, when market conditions permit, through the issuance of debt and equity
securities from time to time. We may not be able to generate sufficient cash to fund our business, particularly if we are unable to renew
leases, lease vacant space or re-lease space as leases expire according to our expectations.

 - 18 -

 We
are dependent on key personnel. Our executive and other senior officers have a significant role in our success. Our ability to
retain our management group or to attract suitable replacements should any members of the management group leave is dependent on the
competitive nature of the employment market. The loss of services from key members of the management group or a limitation in their availability
could adversely affect our financial condition and cash flow. Further, such a loss could be negatively perceived in the capital markets.

 If
we fail to maintain an effective system of internal controls, we may not be able to accurately report financial results, which could
result in a loss of investor confidence and adversely affect the market price of our common stock. We are required by
securities laws and provisions of our debt instruments to establish and maintain internal control over financial reporting and
disclosure controls and procedures. Internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted
accounting principles. Disclosure controls and procedures are processes designed to ensure that information required to be disclosed
is communicated to management and reported in a timely manner. We cannot be certain that we will be successful in continuing to
maintain adequate control over our financial reporting and disclosure controls and procedures. Deficiencies, including any material
weakness, in our internal control over financial reporting that may occur could result in misstatements or restatements of our
financial statements or a decline in the price of our securities. In addition, as our business continues to grow, and as we continue
to make significant acquisitions, our internal controls will become more complex and may require significantly more resources to
ensure that our disclosure controls and procedures remain effective. Acquisitions can pose challenges in implementing the required
processes, procedures and controls in the operations of the companies that we acquire. Any companies that are acquired by us may not
have disclosure controls and procedures or internal control over financial reporting that are as thorough or effective as those
required by the securities laws that currently apply to us. Moreover, the existence of any material weakness or significant
deficiency in our internal controls and procedures would require management to devote significant time and incur significant expense
to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material
weaknesses or significant deficiencies in a timely manner. If we do not maintain an effective system of internal controls and cannot
provide reliable financial reports, our reputation, operating results and access to capital could be materially adversely affected,
which could lead to a loss of confidence by investors in our reported financial information, which in turn could adversely affect
the trading price of our common stock and preferred stock.

 Some of our directors
and officers may have conflicts of interest with respect to certain related party transactions and other business interests. Mr.
Eugene W. Landy, the Founder and Chairman of the Board of Directors of the Company, previously owned a 24% interest in the entity that
is the landlord of the property in Freehold, New Jersey where the Company's executive offices are located. Effective January 2023,
Mr. Eugene Landy transferred this ownership to his son, Mr. Samuel A. Landy, the President and Chief Executive Officer and a director of
the Company, and other family members. Effective October 1, 2019, the Company entered into a new lease for these executive offices in
Freehold, New Jersey which combined the existing corporate office space with additional adjacent office space. This new lease extended
the previous lease through April 30, 2027 and required monthly lease payments of $23,098 through April 30, 2022 and $23,302 from May 1,
2022 through April 30, 2027. The Company is also responsible for its proportionate share of real estate taxes and common area maintenance.
Mr. Samuel A. Landy may have a conflict of interest with respect to his obligations as our officer
and/or director and his ownership interest in the landlord of the property.

 Further,
Mr. Eugene W. Landy owns a 9.6% interest, Mr. Samuel A. Landy owns a 4.8% interest, Mr. Daniel Landy, who is also an officer of the
Company and is Samuel A. Landy's son, owns a 0.96% interest, and the Samuel Landy Family Limited Partnership (of which Daniel
Landy is the sole general partner) own a 0.96% interest in the qualified opportunity zone fund, UMH OZ Fund, LLC ("OZ
Fund"), that was formed by the Company in 2022. In addition, one of the
Company's independent directors owns a 0.96% interest in the OZ Fund.

 We
may amend our business policies without shareholder approval. Our Board of Directors determines our growth, investment,
financing, capitalization, borrowing, REIT status, operations and distributions policies. Although our Board of Directors has no
present intention to change or reverse any of these policies, they may be amended or revised without notice to shareholders.
Accordingly, shareholders may not have control over changes in our policies. We cannot assure you that changes in our policies will
fully serve the interests of all shareholders.

 Third-party
expectations relating to environmental, social and governance factors may impose additional costs and expose us to new risks.
There is an increasing focus from certain investors concerning corporate responsibility, specifically related to environmental, social
and governance factors. In addition, there is an increased focus on such matters by various regulatory authorities, including the SEC,
and the activities and expense required to comply with new regulations or standards may be significant. Some investors may use these
factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating
to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased
in number, resulting in varied and in some cases inconsistent standards. In addition, the criteria by which companies' corporate
responsibility practices are assessed and the regulations applicable thereto are evolving, which could result in greater expectations
of us and cause us to undertake costly initiatives or activities to satisfy such new criteria or regulations. Further, if we elect not
to or are unable to satisfy such new criteria or do not meet the criteria of a specific third-party provider, some investors may conclude
that our policies with respect to corporate responsibility are inadequate. We may face reputational damage in the event that our corporate
responsibility procedures or standards do not meet the standards set by various constituencies. Furthermore, if our competitors'
corporate responsibility performance is perceived to be superior to ours, potential or current investors may elect to invest in our competitors
instead of us. In addition, we could fail, or be perceived to fail, in our achievement of our initiatives and goals with respect to environmental,
social and governance matters, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations
of investors, our initiatives are not executed as planned, or we do not satisfy our goals, our reputation and financial results could
be adversely affected.

 The
market value of our Series D Preferred Stock and Common Stock could decrease based on our performance and market perception and conditions.
 The market value of our Series D Preferred Stock and Common Stock may be based primarily upon the market's perception of our
growth potential and current and future cash dividends, and may be secondarily based upon the real estate market value of our underlying
assets. The market price of our Series D Preferred Stock and Common Stock is influenced by their respective distributions relative to
market interest rates. Rising interest rates may lead potential buyers of our stock to expect a higher distribution rate, which could
adversely affect the market price of our stock. In addition, rising interest rates would result in increased expense, thereby adversely
affecting cash flow and our ability to service our indebtedness and pay distributions.

 The
market price and trading volume of our Common Stock may fluctuate significantly. The per-share
trading price of our Common Stock may fluctuate. In addition, the trading volume in our Common Stock may fluctuate and cause significant
price variations to occur. If the per-share trading price of our Common Stock declines significantly, investors in our Common Stock may
be unable to resell their shares at or above their purchase price. We cannot provide any assurance that the per-share trading price of
our Common Stock will not fluctuate or decline significantly in the future.

 Some
of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our stock include:

 actual
 or anticipated variations in our quarterly operating results or dividends;

 in our funds from operations or earnings estimates;

 publication
 of research reports about us or the real estate industry;

 prevailing
 interest rates;

 the
 market for similar securities;

 in market valuations of similar companies;

 adverse
 market reaction to any additional debt we incur in the future;

 additions
 or departures of key management personnel;

 - 19 -

 actions
 by institutional shareholders;

 speculation
 in the press or investment community;

 the
 extent of investor interest in our securities;

 the
 general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities
 issued by other real estate-based companies;

 our
 underlying asset value;

 investor
 confidence in the stock and bond markets, generally;

 in tax laws;

 future
 equity issuances;

 failure
 to meet earnings estimates;

 failure
 to maintain our REIT status;

 in valuation of our REIT securities portfolio;

 general
 economic and financial market conditions;

 war,
 terrorist acts and epidemic disease, including the COVID-19 pandemic or
 other highly infectious or contagious diseases;

 our
 issuance of debt or preferred equity securities;

 our
 financial condition, results of operations and prospects; and

 the
 realization of any of the other risk factors presented in this Annual Report on Form 10-K.

 In
the past, securities class action litigation has often been instituted against companies following periods of volatility in the price
of their Common Stock. This type of litigation could result in substantial costs and divert our management's attention and resources,
which could have an adverse effect on our financial condition, results of operations, cash flow and per-share trading price of our Common
Stock.

 The
market prices and trading volumes of our Series D Preferred Stock may fluctuate significantly. Although
our Series D Preferred Stock is listed and traded on the NYSE, the trading markets for the Series D Preferred Stock is limited. Since
the Series D Preferred Stock has no maturity date, investors seeking liquidity may elect to sell their shares of Series D Preferred Stock
in the secondary market. If an active trading market does not exist, the market price and liquidity of the Series D Preferred Stock may
be adversely affected by such sales. Even if an active public market exists, we cannot guarantee that the market price for the Series
D Preferred Stock will equal or exceed the price that investors in the Series D Preferred Stock paid for their shares.

issuance or sale of additional shares of Preferred Stock or Common Stock or other securities
could adversely affect the trading prices of our outstanding Series D Preferred Stock and Common Stock. Future
issuances or sales of substantial numbers of shares of our Preferred Stock or Common Stock or other securities in the
public market, or the perception that such issuances or sales might occur, could adversely affect the per-share trading prices of
our Preferred Stock or Common Stock. The per-share trading price of our Preferred Stock or Common Stock may
decline significantly upon the sale or registration of additional shares of our Preferred Stock or Common Stock
or other securities.

 - 20 -

issuances of our debt securities, which would be senior to our Series D Preferred Stock upon liquidation, or preferred equity securities
which may be senior to our Series D Preferred Stock for purposes of dividend distributions or upon liquidation, may adversely affect
the per-share trading prices of our Series D Preferred Stock. In the future, we may attempt
to increase our capital resources by issuing additional debt securities and/or additional classes or series of preferred stock. Upon
liquidation, holders of our debt securities and lenders with respect to other borrowings will be entitled to receive our available assets
prior to any distribution to holders of our Series D Preferred Stock. Additionally, any convertible or exchangeable securities that we
issue in the future may have rights, preferences and privileges more favorable than those of our Series D Preferred Stock. Any shares
of preferred stock that we issue in the future could have a preference on liquidating distributions or a preference on dividend payments
that could limit our ability to pay dividends to holders of our Series D Preferred Stock. Any such future issuances may adversely affect
the trading price of our Series D Preferred Stock.

 There
are restrictions on the transfer of our capital stock. To maintain our qualification as a REIT under the Code, no more than 50%
in value of our outstanding capital stock may be owned, actually or by attribution, by five or fewer individuals, as defined in the Code
to also include certain entities, during the last half of a taxable year. Accordingly, our charter contains provisions restricting the
transfer of our capital stock. These restrictions may discourage a tender offer or other transaction, or a change in management or of
control of us that might involve a premium price for our Series D Preferred Stock or Common Stock or that our shareholders otherwise
believe to be in their best interests, and may result in the transfer of shares acquired in excess of the restrictions to a trust for
the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares.

 The
dual listing of our Common Stock on the New York Stock Exchange ("NYSE") and the Tel Aviv Stock Exchange ("TASE")
may result in price variations that could adversely affect liquidity of the market for our Common Stock. Our Common Stock is
listed and trades on both the NYSE and the TASE. The dual listing may result in price variations of our Common Stock between the two
exchanges due to various factors, including the use of different currencies and the different days and hours of trading for the two exchanges.
Any decrease in the trading price of our Common Stock in one market could cause a decrease in the trading price in the other market.
In addition, the dual-listing may adversely affect liquidity and trading prices on one or both of the exchanges as a result of circumstances
that may be outside of our control. For example, transfers by holders of our securities from trading on one exchange to the other could
result in increases or decreases in liquidity and/or trading prices on either or both of the exchanges. Holders could also seek to sell
or buy our Common Stock to take advantage of any price differences between the two markets through a practice referred to as arbitrage.
Any such arbitrage activity could create volatility in both the price and volume of trading of our Common Stock.

 The
existing mechanism for the dual listing of securities on the NYSE and the TASE may be eliminated or modified in a manner that may subject
us to additional regulatory burden and additional costs. The current Israeli regulatory regime provides a mechanism for the dual-listing
of securities traded on the NYSE and the TASE that does not impose any significant regulatory burden or significant costs on us. If this
dual-listing regime is eliminated or modified, it may become more difficult for us to comply with the regulatory requirements, and this
could result in additional costs. In such event, we may consider delisting of our Common Stock from the TASE.

 - 21 -

 We
are subject to restrictions that may impede our ability to effect a change in control. Certain provisions contained in our charter
and bylaws and certain provisions of Maryland law may have the effect of discouraging a third party from making an acquisition proposal
for us and thereby inhibit a change in control. These provisions include the following:

 Our
 charter provides for three classes of directors with the term of office of one class expiring each year, commonly referred to as
 a "staggered board." By preventing common shareholders from voting on the election of more than one class of directors
 at any annual meeting of shareholders, this provision may have the effect of keeping the current members of our Board of Directors
 in control for a longer period of time than shareholders may desire.

 Our
 charter generally limits any holder from acquiring more than 9.8% (in value or in number, whichever is more restrictive) of our outstanding
 equity stock (defined as all of our classes of capital stock, except our excess stock). While this provision is intended to assure
 our ability to remain a qualified REIT for Federal income tax purposes, the ownership limit may also limit the opportunity for shareholders
 to receive a premium for their shares of Common Stock that might otherwise exist if an investor was attempting to assemble a block
 of shares in excess of 9.8% of the outstanding shares of equity stock or otherwise effect a change in control.

 The
 request of shareholders entitled to cast at least a majority of all votes entitled to be cast at such meeting is necessary for shareholders
 to call a special meeting. We also require advance notice by common shareholders for the nomination of directors or proposals of
 business to be considered at a meeting of shareholders.

 Our
 Board of Directors may authorize and cause us to issue securities without shareholder approval. Under our charter, the board has
 the power to classify and reclassify any of our unissued shares of capital stock into shares of capital stock with such preferences,
 rights, powers and restrictions as the Board of Directors may determine.

 "Business
 combination" provisions that provide that, unless exempted, a Maryland corporation may not engage in certain business combinations,
 including mergers, dispositions of 10% or more of its assets, certain issuances of shares of stock and other specified transactions,
 with an "interested shareholder" or an affiliate of an interested shareholder for five years after the most recent date
 on which the interested shareholder became an interested shareholder, and thereafter unless specified criteria are met. An interested
 shareholder is defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate
 thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power
 of our then outstanding voting stock at any time within the two-year period immediately prior to the date in question.

 The
 duties of directors of a Maryland corporation do not require them to, among other things (a) accept, recommend or respond to any
 proposal by a person seeking to acquire control of the corporation, (b) authorize the corporation to redeem any rights under, or
 modify or render inapplicable, any shareholders rights plan, (c) make a determination under the Maryland Business Combination Act
 or the Maryland Control Share Acquisition Act to exempt any person or transaction from the requirements of those provisions, or (d)
 act or fail to act solely because of the effect of the act or failure to act may have on an acquisition or potential acquisition
 of control of the corporation or the amount or type of consideration that may be offered or paid to the shareholders in an acquisition.

 We
cannot assure you that we will be able to pay distributions regularly. Our ability to pay distributions in the future is dependent
on our ability to operate profitably and to generate cash from our operations and the operations of our subsidiaries and is subject to
limitations under our financing arrangements and Maryland law. Under the Maryland General Corporation Law, a Maryland corporation generally
may not make a distribution if, after giving effect to the distribution, the corporation would not be able to pay its debts as the debts
became due in the usual course of business, or the corporation's total assets would be less than the sum of its total liabilities
plus, unless the charter permits otherwise, the amount that would be needed if the corporation were to be dissolved at the time of the
distribution to satisfy the preferential rights upon dissolution of shareholders whose preferential rights on dissolution are superior
to those receiving the distribution. Accordingly, we cannot guarantee that we will be able to pay distributions on a regular quarterly
basis in the future.

 Dividends
on our capital stock do not qualify for the reduced federal tax rates available for some dividends (i.e., they are not qualified
dividends). Income from "qualified dividends" payable to U.S. shareholders that are individuals, trusts and
estates are generally subject to tax at preferential rates. Dividends payable by REITs, however, generally are not eligible for the
preferential tax rates applicable to qualified dividend income. Although these rules do not adversely affect our taxation or the
dividends payable by us, to the extent that the preferential rates continue to apply to regular corporate qualified dividends,
investors who are individuals, trusts and estates may perceive an investment in us to be relatively less attractive than an
investment in the stock of a non-REIT corporation that pays qualified dividends, which could materially and adversely affect the
value of the shares of, and per share trading price of, our capital stock. It should be noted
that the TCJA provides for a deduction from income for individuals, trusts and estates up to 20% of certain REIT dividends, which
reduces the effective tax rate on such dividends below the effective tax rate on interest, though the deduction is generally not as
favorable as the preferential rate on qualified dividends. The deduction for certain REIT dividends, unlike the favorable rate for
qualified dividends, currently expires after 2025.

 - 22 -

 We
are subject to risks arising from litigation. We may become involved in litigation. Litigation can be costly, and the results
of litigation are often difficult to predict. We may not have adequate insurance coverage or contractual protection to cover costs and
liability in the event we are sued, and to the extent we resort to litigation to enforce our rights, we may incur significant costs and
ultimately be unsuccessful or unable to recover amounts we believe are owed to us. We may have little or no control of the timing of
litigation, which presents challenges to our strategic planning.

terrorist attacks and military conflicts could have a material adverse effect on general economic conditions, consumer confidence and
market liquidity. Among other things, it is possible that interest rates may be affected by these events. An increase in interest
rates may increase our costs of borrowing, leading to a reduction in our earnings. Terrorist acts affecting our properties could also
result in significant damages to, or loss of, our properties. Additionally, we may be unable to obtain adequate insurance coverage on
acceptable economic terms for losses resulting from acts of terrorism. Our lenders may require that we carry terrorism insurance even
if we do not believe this insurance is necessary or cost effective. Should an act of terrorism result in an uninsured loss or a loss
in excess of insured limits, we could lose capital invested in a property, as well as the anticipated future revenues from a property,
while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any loss of these types
would adversely affect our financial condition.

 Disruptions
in the financial markets could affect our ability to obtain financing on reasonable terms and have other adverse effects on us and
the market price of our capital stock. Uncertainty in the stock and credit markets may negatively impact our ability to
access additional financing at reasonable terms, which may negatively affect our ability to acquire properties and otherwise pursue
our investment strategy. A prolonged downturn in the stock or credit markets may cause us to seek alternative sources of potentially
less attractive financing, and may require us to adjust our investment strategy accordingly. These types of events in the stock and
credit markets may make it more difficult or costly for us to raise capital through the issuance of the Series D Preferred Stock,
Common Stock or other equity or debt securities. The potential disruptions in the financial markets may have a material adverse
effect on the market value of the Series D Preferred Stock and Common Stock, any other securities we issue, and/or the economy in general. In addition, the national
and local economic climate, including that of the energy-market dependent Marcellus and Utica Shale regions, may be adversely
impacted by, among other factors, potential restrictions on drilling, plant closings and industry slowdowns, which may have a
material adverse effect on the return we receive on our properties and investments, as well as other unknown adverse effects on
us.

 We
face risks relating to cybersecurity attacks which could adversely affect our business, cause loss of confidential information and disrupt
operations. We rely extensively on information technology to process transactions and manage our business. In the ordinary course
of our business, we collect and store sensitive data, including our business information and that of our tenants, clients, vendors and
employees on our network. This data is hosted on internal, as well as external, computer systems. Our external systems are hosted by
third-party service providers that may have access to such information in connection with providing necessary information technology
and security and other business services to us. This information may include personally identifiable information such as social security
numbers, banking information and credit card information. We employ a number of measures to prevent, detect and mitigate potential breaches
or disclosure of this confidential information. We have established a Cybersecurity Subcommittee of our Audit Committee to review and
provide high level guidance on cybersecurity related issues of importance to the Company. We also maintain cyber risk insurance to provide
some coverage for certain risks arising out of data and network breaches. While we continue to improve our cybersecurity and take measures
to protect our business, we and our third-party service providers may be vulnerable to attacks by hackers (including through malware,
ransomware, computer viruses, and email phishing schemes) or breached due to employee error, malfeasance, fire, flood or other physical
event, or other disruptions. Any such breach or disruption could compromise the confidential information of our employees, customers
and vendors to the extent such information exists on our systems or on the systems of third-party providers. Such an incident could result
in potential liability or a loss of confidence and legal claims or proceedings; damage our reputation, competitiveness, stock price and
long-term value; increase remediation, cybersecurity protection and insurance premium costs; disrupt and affect our business operations;
or have material adverse effects on our business.

 - 23 -

 We
are dependent on continuous access to the Internet to use our cloud-based applications. Damage or failure to our information
technology systems, including as a result of any of the reasons described above, could adversely affect our results of operations as
we may incur significant costs or data loss. We continually assess new and enhanced information technology solutions to manage risk of
system failure or interruption.

 We
face risks relating to expanding use of social media mediums. The use of social media could cause us to suffer brand damage or
information leakage. Negative posts or comments about us or our properties on any social networking website could damage our, or our
properties' reputations. In addition, employees or others might disclose non-public sensitive information relating to our business
through external media channels. The continuing evolution of social media may present us with new challenges and risks. The considerable
increase in the use of social media over recent years has greatly expanded the potential scope and scale, and increased the rapidity
of the dissemination of negative publicity that could be generated by negative posts and comments.

 Our
opportunity zone fund may fail to qualify for the tax benefits available for investments in qualified opportunity zones under the detailed
rules adopted by the Internal Revenue Service. Some aspects of the Qualified Opportunity Zone rules adopted by the Internal Revenue
Service remain uncertain. Legislation may be needed to clarify certain of the provisions in the Qualified Opportunity Zone rules and
to give proper effect to Congressional intent as expressed in the TCJA. No assurance can be provided that additional legislation will
be enacted, and even if enacted, that such additional legislation will clearly address all items that require or would benefit from clarification.
It is unclear if additional guidance will be released, or in what manner the Treasury Department will resolve any remaining areas of
uncertainty. Accordingly, there can be no guarantee that our opportunity zone fund will qualify under the Qualified Opportunity Zone
rules as a Qualified Opportunity Zone fund or that the Company will be able to realize, through its investment in the fund, any of the
desired tax benefits.

 We
face various risks and uncertainties related to public health crises, such as the COVID-19 pandemic or other highly infectious or
contagious diseases. Although the World Health Organization declared the public health emergency to be over, we face various
risks and uncertainties related to public health crises, such as the global COVID-19
pandemic, which disrupted financial markets and significantly impacted worldwide economic activity. A further outbreak of COVID-19
or other future health crisis, as well as mandatory and voluntary actions taken to mitigate the public health impact of any
such health crisis may have a material adverse effect on our financial
condition. The COVID-19 pandemic and social and governmental responses to the pandemic caused, and may continue to cause, severe economic, market and other disruptions worldwide. Although the COVID-19 pandemic and
related societal and government responses did not have a material impact on our business or financial results, the extent to which
COVID-19 and other health crises may, in the future, impact our operations cannot be predicted with any degree of confidence, but
they could have a material adverse effect on our business, financial condition, liquidity, results of operations and
prospects.

 Item
1B – Unresolved Staff Comments

 None.

 Item 1C – Cybersecurity

 The
Company's Board of Directors (the "Board") and its Cybersecurity Subcommittee are responsible for overseeing the Company's
risk management program and cybersecurity is a critical element of this program. Management is responsible for the day-to-day administration
of the Company's risk management program and its cybersecurity policies, processes, and practices. The Company's cybersecurity
policies, standards, processes, and practices are based on recognized frameworks established by the National Institute of Standards and
Technology, the International Organization for Standardization and other applicable industry standards and are fully integrated into
the Company's overall risk management system and processes. In general, the Company seeks to address material cybersecurity threats
through a company-wide approach that addresses the confidentiality, integrity, and availability of the Company's information systems
or the information that the Company collects and stores, by assessing, identifying and managing cybersecurity issues as they occur.

 - 24 -

 Cybersecurity
Risk Management and Strategy

 The
Company's cybersecurity risk management strategy focuses on several areas:

 Identification
 and Reporting: The Company has implemented a comprehensive, cross-functional approach
 to assessing, identifying and managing material cybersecurity threats and incidents. The
 Company's program includes controls and procedures to properly identify, classify and
 escalate certain cybersecurity incidents to provide management visibility and obtain direction
 from management as to the public disclosure and reporting of material incidents in a timely
 manner.

 Technical
 Safeguards: The Company implements technical safeguards that are designed to protect
 the Company's information systems from cybersecurity threats. The company uses a managed
 antivirus platform and mobile device management on all company devices to scan for viruses,
 manage patching and updates, and provide remote support and monitoring tools. Firewalls,
 web filtration, network intrusion prevention measures, monitoring nodes, and network access
 controls are evaluated annually and improved through vulnerability assessments. All company
 accounts have strong passwords, two factor authentication, and domain authentication enforced.
 The IT Department researches emerging cybersecurity threats and keeps employees informed
 on the best security practices.

 Incident
 Response and Recovery Planning: The Company has established and maintains comprehensive
 incident response, business continuity, and disaster recovery plans designed to address the
 Company's response to a cybersecurity incident. The Company conducts regular tabletop
 exercises to test these plans and ensure personnel are familiar with their roles in a response
 scenario.

 Third-Party
 Risk Management: The Company maintains a comprehensive, risk-based approach to identifying
 and overseeing material cybersecurity threats presented by third parties, including vendors,
 service providers, and other external users of the Company's systems, as well as the
 systems of third parties that could adversely impact our business in the event of a material
 cybersecurity incident affecting those third-party systems, including any outside auditors
 or consultants who advise on the Company's cybersecurity systems.

 Education
 and Awareness: The Company provides regular, mandatory training for all levels of employees
 regarding cybersecurity threats as a means to equip the Company's employees with effective
 tools to address cybersecurity threats, and to communicate the Company's evolving information
 security policies, standards, processes, and practices.

 The
Company conducts periodic assessment and testing of the Company's policies, standards, processes, and practices in a manner intended
to address cybersecurity threats and events. The Company conducts quarterly reviews of backup logs, access privileges, financial transactions,
and application updates. Backups are tested for integrity and functionality. The company regularly conducts seminars on the rollout of
new applications and features for employees, as well as administering phishing testing and security awareness training. Penetration testing
is conducted annually to verify the integrity of the Company's network security. The results of such assessments, audits, and reviews
are evaluated by management and reported to the Cybersecurity Subcommittee and the Board, and the Company adjusts its cybersecurity policies,
standards, processes, and practices as necessary based on the information provided by these assessments, audits, and reviews.

 Governance

 The
Board, in coordination with the Cybersecurity Subcommittee, oversees the Company's risk management program, including the management
of cybersecurity threats. The Board and the Cybersecurity Subcommittee each receive regular presentations and reports on developments
in the cybersecurity space, including risk management practices, recent developments, evolving standards, vulnerability assessments,
third-party and independent reviews, the threat environment, technological trends, and information security issues encountered by the
Company's peers and third parties. The Board and the Cybersecurity Subcommittee also receive prompt and timely information regarding
any cybersecurity risk that meets pre-established reporting thresholds, as well as ongoing updates regarding any such risk. On an annual
basis, the Board and the Cybersecurity Subcommittee discuss the Company's approach to overseeing cybersecurity threats with the
Company's IT Department and members of senior management.

 - 25 -

 The IT Department, in
coordination with members of senior management including the Executive Vice President, Chief Financial Officer and Treasurer, the
Executive Vice President and Chief Operating Officer and the Executive Vice President, General Counsel and Secretary, works
collaboratively across the Company to implement a program designed to protect the Company's information systems from
cybersecurity threats and to promptly respond to any material cybersecurity incidents in accordance with the Company's
incident response and recovery plans. To facilitate the success of the Company's cybersecurity program, cross-functional teams
throughout the Company address cybersecurity threats and respond to cybersecurity incidents. Through ongoing communications with
these teams, the IT Department and senior management are informed about and monitor the prevention, detection, mitigation and
remediation of cybersecurity threats and incidents in real time and report such threats and incidents to the Cybersecurity
Subcommittee when appropriate.

 The
 members of the IT Department have served in various roles in information technology and information security for over 5 years. The IT Systems Administrator has
 experience in monitoring arising security threats, creating documented cybersecurity and technology usage policies, and bringing
 companies into compliance with cybersecurity regulations. The IT Systems Administrator has been certified in Network Administration
 and Security, Systems Administration, and Database Vulnerability Assessment via Cisco and IBM. The Company's IT Technician has
 been certified via the committee on National Security Systems and National Security Agency as an Information Systems Security
 Professional.

 Material
Effects of Cybersecurity Incidents

 Risks
from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and are not reasonably
likely to materially affect the Company, including its business strategy, results of operations, or financial condition.

 Item
2 – Properties

 UMH
Properties, Inc. is engaged in the ownership and operation of manufactured home communities. As of December 31, 2023, the Company
owned 135 manufactured home communities (including two communities acquired through the Company's opportunity zone fund)
containing approximately 25,800 developed sites, located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan,
Maryland, Alabama, South Carolina and Georgia. The Company also has an ownership interest in and operates two communities in Florida
through its joint venture relationship with Nuveen. The rents collectible from the land in our communities ultimately depend on the
value of the home and land. Therefore, fewer but more expensive homes can actually produce the same or greater rents. There is a
long-term trend toward larger manufactured homes. Existing manufactured home communities designed for older manufactured homes must
be modified to accommodate modern, wider and longer manufactured homes. These changes may decrease the number of homes that may be
accommodated in a manufactured home community. For this reason, the number of developed sites operated by the Company is subject to
change, and the number of developed sites listed is always an approximate number. The following table sets forth certain information
concerning the Company's real estate investments as of December 31, 2023.

 Sites

 %

 %

 $

 4912 Raleigh-Millington Road

 Memphis, TN 38128

 Arbor Estates

 %

 %

 $

 1081 North Easton Road

 Doylestown, PA 18902

 - 26 -

 Sites

 Auburn Estates

 %

 %

 -0-

 $

 919 Hostetler Road

 Orrville, OH 44667

 Bayshore Estates

 %

 %

 -0-

 $

 105 West Shoreway Drive

 Sandusky, OH 44870

 Birchwood Farms

 %

 %

 -0-

 $

 8057 Birchwood Drive

 Birch Run, MI 48415

 %

 %

 -0-

 $

 2105 Osolo Road

 Broadmore Estates

 %

 %

 $

 148 Broadmore Estates

 Goshen, IN 46528

 Brookside Village

 %

 %

 $

 107 Skyline Drive

 Berwick, PA 18603

 Brookview Village

 %

 %

 $

 2025 Route 9N, Lot 137

 Greenfield Center, NY 12833

 Camelot Village

 %

 %

 $

 2700 West 38 th Street

 Anderson, IN 46013

 Camelot Woods

 %

 %

 -0-

 $

 124 Clairmont Drive

 Altoona, PA 16601

 Candlewick Court

 %

 %

 -0-

 $

 1800 Candlewick Drive

 Owosso, MI 48867

 %

 %

 $

 649 North Franklin Street Lot 116

 Chambersburg, PA 17201

 %

 %

 $

 6501 Germantown Road

 Middletown, OH 45042

 Cedarcrest Village

 %

 %

 $

 1976 North East Avenue

 Vineland, NJ 08360--

 Center Manor

 %

 %

 $

 400 Center Manor Drive

 Monaca, PA 15061

 - 27 -

 Sites

 Chambersburg I & II

 %

 %

 -0-

 $

 5368 Philadelphia Avenue Lot 34

 Chambersburg, PA 17201

 %

 %

 -0-

 $

 459 Chelsea Lane

 Sayre, PA 18840

 Cinnamon Woods

 %

 %

 $

 70 Curry Avenue

 Conowingo, MD 21918

 City View

 %

 %

 $

 110 Fort Granville Lot C5

 Lewistown, PA 17044

 Clinton Mobile Home Resort

 %

 %

 $

 60 North State Route 101

 Tiffin, OH 44883

 %

 %

 -0-

 $

 358 Chambers Road Lot 001

 Horseheads, NY 14845

 Colonial Heights

 %

 %

 $

 917 Two Ridge Road

 Wintersville, OH 43953

 Countryside Estates

 %

 %

 $

 1500 East Fuson Road

 Muncie, IN 47302

 Countryside Estates

 %

 %

 -0-

 $

 6605 State Route 5

 Ravenna, OH 44266

 Countryside Village/Duck River Estates

 %

 %

 $476/$503

 200 Early Road

 Columbia, TN 38401

 Cranberry Village

 %

 %

 -0-

 $

 100 Treesdale Drive

 Cranberry Township, PA 16066

 %

 %

 -0-

 $

 Wolcott Hollow Road & Route 220

 Athens, PA 18810

 Cross Keys Village

 %

 %

 $

 259 Brown Swiss Circle

 Duncansville, PA 16635

 Crossroads Village

 %

 %

 -0-

 $

 549 Chicory Lane

 Mount Pleasant, PA 15666

 - 28 -

 Sites

 Dallas Mobile Home Community

 %

 %

 -0-

 $

 1104 North 4 th Street

 Toronto, OH 43964

 Deer Meadows

 %

 %

 $

 12921 Springfield Road

 New Springfield, OH 44443

 Deer Run

 %

 %

 -0-

 $

 3142 Flynn Road Lot 194

 Dothan, AL 36303

 D & R Village

 %

 %

 -0-

 $

 430 Route 146 Lot 65A

 Clifton Park, NY 12065

 Evergreen Estates

 %

 %

 $

 425 Medina Street

 Lodi, OH 44254

 Evergreen Manor

 %

 %

 -0-

 $

 26041 Aurora Avenue

 Bedford, OH 44146

 Evergreen Village

 %

 %

 $

 9249 State Route 44

 Mantua, OH 44255

 Fairview Manor

 %

 %

 $

 2110 Mays Landing Road

 Millville, NJ 08332

 Fifty-One Estates

 %

 %

 $

 Hayden Boulevard

 Elizabeth, PA 15037

 Fohl Village

 %

 %

 $

 5729 Joleda Drive SW

 Canton, OH 44706

 Forest Creek

 %

 %

 -0-

 $

 855 East Mishawaka Road

 Elkhart, IN 46517

 Forest Park Village

 %

 %

 -0-

 $

 102 Holly Drive

 Cranberry Township, PA 16066

 Fox Chapel Village

 %

 %

 $

 1 Greene Drive

 Cheswick, PA 15024

 Frieden Manor

 %

 %

 $

 102 Frieden Manor

 Schuylkill Haven, PA 17972

 - 29 -

 Sites

 Friendly Village

 %

 %

 -0-

 $

 27696 Oregon Road

 Perrysburg, OH 43551

 Garden View Estates (1)

 %

 %

 $

 100 Citrus Circle

 Orangeburg, SC 29115

 Green Acres

 %

 %

 -0-

 $

 4496 Sycamore Grove Road

 Chambersburg, PA 17201

 Gregory Courts

 %

 %

 -0-

 $

 1 Mark Lane

 Honey Brook, PA 19344

 Hayden Heights

 %

 %

 -0-

 $

 5501 Cosgray Road

 Dublin, OH 43016

 Heather Highlands

 %

 %

 -0-

 $

 109 Main Street

 Inkerman, PA 18640

 Hidden Creek

 %

 %

 $

 6400 South Dixie Highway

 Erie, MI 48133

 High View Acres

 %

 %

 -0-

 $

 247 Murray Lane

 Export, PA 15632

 %

 %

 -0-

 $

 1875 Osolo Road

 Highland Estates

 %

 %

 $

 60 Old Route 22

 Kutztown, PA 19530

 Hillcrest Crossing

 %

 %

 $

 100 Lorraine Drive

 Lower Burrell, PA 15068

 Hillcrest Estates

 %

 %

 $

 14200 Industrial Parkway

 Marysville, OH 43040

 Hillside Estates

 %

 %

 $

 1722 Snyder Avenue

 Greensburg, PA 15601

 %

 %

 $

 201 Sam Street

 Nashville, TN 37207

 - 30 -

 Sites

 %

 %

 $

 1350 Co Road 3

 Holly Acres Estates

 %

 %

 $

 7240 Holly Dale Drive

 Erie, PA 16509

 Hudson Estates

 %

 %

 -0-

 $

 100 Keenan Road

 Peninsula, OH 44264

 Huntingdon Pointe

 %

 %

 $

 240 Tee Drive

 Tarrs, PA 15688

 Independence Park

 %

 %

 $

 355 Route 30

 Clinton, PA 15026

 Iris Winds

 %

 %

 -0-

 $

 1230 South Pike East Lot 144

 Sumter, SC 29153

 %

 %

 $

 351 State Route 17B

 Monticello, NY 12701

 Lake Erie Estates

 %

 %

 -0-

 $

 3742 East Main Street, Apt 1

 Fredonia, NY 14757

 Lake Sherman Village

 %

 %

 $

 7227 Beth Avenue, SW

 Navarre, OH 44662

 Lakeview Meadows

 %

 %

 $

 11900 Duff Road, Lot 58

 Lakeview, OH 43331

 Laurel Woods

 %

 %

 -0-

 $

 1943 St. Joseph Street

 Cresson, PA 16630

 Little Chippewa

 %

 %

 -0-

 $

 11563 Back Massillon Road

 Orrville, OH 44667

 Mandell Trails

 %

 %

 $

 108 Bay Street

 Butler, PA 16002

 Maple Manor

 %

 %

 -0-

 $

 18 Williams Street

 Taylor, PA 18517

 - 31 -

 Sites

 Marysville Estates

 %

 %

 -0-

 $

 548 North Main Street

 Marysville, OH 43040

 %

 %

 -0-

 $

 9555 Struthers Road

 New Middletown, OH 44442

 %

 %

 -0-

 $

 11 Meadows

 Nappanee, IN 46550

 Meadows of Perrysburg

 %

 %

 $

 27484 Oregon Road

 Perrysburg, OH 43551

 Melrose Village

 %

 %

 -0-

 $

 4400 Melrose Drive, Lot 301

 Wooster, OH 44691

 Melrose West

 %

 %

 $

 4455 Cleveland Road

 Wooster, OH 44691

 Memphis Blues (2)

 %

 %

 $

 1401 Memphis Blues Avenue

 Memphis, TN 38127

 Mighty Oak (1)

 %

 N/A

 -0-

 $

 1203 Moultrie Road

 Albany, GA 31705

 Monroe Valley

 %

 %

 -0-

 $

 15 Old State Road

 Jonestown, PA 17038

 Moosic Heights

 %

 %

 -0-

 $

 118 1st Street

 Avoca, PA 18641

 Mount Pleasant Village

 %

 %

 -0-

 $

 1 Village Drive

 Mount Pleasant, PA 15666

 %

 %

 $

 Mountain Top Lane

 Narvon, PA 17555

 Mountain View (3)

 -0-

 N/A

 N/A

 -0-

 N/A

 Van Dyke Street

 Coxsackie, NY 12501

 New Colony

 %

 %

 -0-

 $

 3101 Homestead Duquesne Road

 West Mifflin, PA 15122

 - 32 -

 Sites

 Northtowne Meadows

 %

 %

 -0-

 $

 6255 Telegraph Road

 Erie, MI 48133

 Oak Ridge Estates

 %

 %

 -0-

 $

 1201 Country Road 15

 Oak Tree

 %

 %

 $

 565 Diamond Road

 Jackson, NJ 08527

 Oakwood Lake Village

 %

 %

 -0-

 $

 308 Gruver Lake

 Tunkhannock, PA 18657

 Olmsted Falls

 %

 %

 -0-

 $

 26875 Bagley Road

 Olmsted Falls, OH 44138

 Oxford Village

 %

 %

 $

 2 Dolinger Drive

 West Grove, PA 19390

 Parke Place

 %

 %

 $

 2331 Osolo Road

 Perrysburg Estates

 %

 %

 $

 23720 Lime City Road

 Perrysburg, OH 43551

 Pikewood Manor

 %

 %

 $

 1780 Lorain Boulevard

 Elyria, OH 44035

 Pine Ridge Village/Pine Manor

 %

 %

 $655/$676

 100 Oriole Drive

 Carlisle, PA 17013

 Pine Valley Estates

 %

 %

 -0-

 $

 1283 Sugar Hollow Road

 Apollo, PA 15613

 Pleasant View Estates

 %

 %

 $

 6020 Fort Jenkins Lane

 Bloomsburg, PA 17815

 Port Royal Village

 %

 %

 -0-

 $

 485 Patterson Lane

 Belle Vernon, PA 15012

 Redbud Estates

 %

 %

 $

 1800 West 38 th Street

 Anderson, IN 46013

 - 33 -

 Sites

 River Valley Estates

 %

 %

 -0-

 $

 2066 Victory Road

 Marion, OH 43302

 Rolling Hills Estates

 %

 %

 $

 14 Tip Top Circle

 Carlisle, PA 17015

 Rostraver Estates

 %

 %

 $

 1198 Rostraver Road

 Belle Vernon, PA 15012

 Saddle Creek

 %

 %

 $

 2390 Denton Road

 Dothan, AL 36303

 Sandy Valley Estates

 %

 %

 $

 11461 State Route 800 N.E.

 Magnolia, OH 44643

 Shady Hills

 %

 %

 -0-

 $

 1508 Dickerson Pike #L3

 Nashville, TN 37207

 Somerset Estates/Whispering Pines

 %

 %

 $480/$575

 1873 Husband Road

 Somerset, PA 15501

 Southern Terrace

 %

 %

 $

 1229 State Route 164

 Columbiana, OH 44408

 Southwind Village

 %

 %

 -0-

 $

 435 E. Veterans Highway

 Jackson, NJ 08527

 Spreading Oaks Village

 %

 %

 $

 7140-29 Selby Road

 Athens, OH 45701

 Springfield Meadows

 %

 %

 $

 4100 Troy Road

 Springfield, OH 45502

 Suburban Estates

 %

 %

 -0-

 $

 33 Maruca Drive

 Greensburg, PA 15601

 Summit Estates

 %

 %

 $

 3305 Summit Road

 Ravenna, OH 44266

 Summit Village

 %

 %

 $

 246 North 500 East

 Marion, IN 46952

 - 34 -

 Sites

 Sunny Acres

 %

 %

 $

 272 Nicole Lane

 Somerset, PA 15501

 %

 %

 $

 2901 West Ridge Pike

 Eagleville, PA 19403

 %

 %

 -0-

 $

 122 Hillcrest Road

 Goodlettsville, TN 37072

 Twin Oaks I & II

 %

 %

 -0-

 $

 27216 Cook Road

 Olmsted Falls, OH 44138

 Twin Pines

 %

 %

 $

 2011 West Wilden Avenue

 Goshen, IN 46528

 Valley High

 %

 %

 $

 32 Valley High Lane

 Ruffs Dale, PA 15679

 Valley Hills

 %

 %

 $

 4364 Sandy Lake Road

 Ravenna, OH 44266

 Valley Stream

 %

 %

 $

 60 Valley Stream

 Mountaintop, PA 18707

 Valley View I

 %

 %

 -0-

 $

 1 Sunflower Drive

 Ephrata, PA 17522

 Valley View II

 %

 %

 -0-

 $

 1 Sunflower Drive

 Ephrata, PA 17522

 Valley View – Honey Brook

 %

 %

 $

 1 Mark Lane

 Honey Brook, PA 19344

 Voyager Estates

 %

 %

 $

 1002 Satellite Drive

 West Newton, PA 15089

 Waterfalls Village

 %

 %

 -0-

 $

 3450 Howard Road Lot 21

 Hamburg, NY 14075

 %

 %

 $

 1000 Garfield Avenue

 Bellefontaine, OH 43331

 - 35 -

 Sites

 Weatherly Estates

 %

 %

 -0-

 $

 271 Weatherly Drive

 Lebanon, TN 37087

 Wellington Estates

 %

 %

 $

 247 Murray Lane

 Export, PA 15632

 Woodland Manor

 %

 %

 -0-

 $

 338 County Route 11, Lot 165

 West Monroe, NY 13167

 Woodlawn Village

 %

 %

 -0-

 $

 265 Route 35

 Eatontown, NJ 07724

 Woods Edge

 %

 %

 $

 1670 East 650 North

 West Lafayette, IN 47906

 Wood Valley

 %

 %

 $

 2 West Street

 Caledonia, OH 43314

 Worthington Arms

 %

 %

 -0-

 $

 5277 Columbus Pike

 Lewis Center, OH 43035

 Youngstown Estates

 %

 %

 $

 999 Balmer Road

 Youngstown, NY 14174

 Total

 25,766

 86.7
 %

 84.6
 %

 5,637

 2,134

 $

 (1)

 is owned by the opportunity zone fund.

 (2)

 was closed due to unusual flooding throughout the region in May 2011. We are currently working on the redevelopment of this
 community. The total redevelopment will be 237 sites. Phases I and II, consisting of 90 sites, are fully complete and occupied. Phase
 III, consisting of 44 sites, was recently completed in 2023 and in the process of being occupied. Phase IV has been approved by city
 council and will allow up to an additional 103 sites.

 (3)

 We
 are currently seeking site plan approvals for approximately 360 sites for this property.

 The
Company also has 2,134 undeveloped acres that may be developed into approximately 8,500 sites. We have approximately 3,400 sites in various
stages of the approval process that may be developed over the next 7 years. Due to the uncertainties involved in the approval and construction
process, it is difficult to predict the number of sites which will be completed in a given year.

 In
addition to the communities owned by the Company listed above, a joint venture entity owned by the Company and Nuveen Real Estate owns
Sebring Square, a newly-developed all-age, manufactured home community located in Sebring, Florida, which was acquired in December 2021.
This community contains 219 developed homesites situated on approximately 39 acres. In addition, this joint venture entity owns Rum Runner,
a newly-developed all-age, manufactured home community, also located in Sebring, Florida, which was acquired in December 2022. This community
contains 144 developed homesites situated on approximately 20 acres. In 2023, the Company expanded its joint venture relationship with
Nuveen Real Estate and formed a new joint venture entity focused on the development of a new manufactured housing community located in
Honey Brook, Pennsylvania. The community, once complete, is expected to contain 113 manufactured home sites situated on approximately 61 acres.

 - 36 -

 Significant
Properties

 The
Company operated manufactured home properties with an approximate cost of $1.5 billion as of December 31, 2023. These properties consist
of 135 separate manufactured home communities (including two communities acquired through the opportunity zone fund) and related improvements
(excluding the Sebring Square and Rum Runner communities in Florida acquired in December 2021 and 2022, respectively, which are operated
by the Company and owned by a joint venture with Nuveen Real Estate). No single community constitutes more than 10% of the total assets
of the Company. Our larger properties consist of: Friendly Village (Ohio) with 824 developed sites, Woods Edge (Indiana) with 599 developed
sites, Redbud Estates (Indiana) with 570 developed sites, Pikewood Manor (Ohio) with 490 developed sites, and Port Royal Village (Pennsylvania)
with 477 developed sites.

 Mortgages
on Properties

 The
Company has mortgages on many of its properties. The maturity dates of these mortgages range from 2025 to 2034, with a weighted average
term of 5.3 years. Interest on these mortgages is payable at fixed rates ranging from 2.62% to 6.74%. The weighted average interest rate
on our mortgages, not including the effect of unamortized debt issuance costs, was approximately 4.2% and 3.9% at December 31, 2023 and
2022, respectively. The aggregate balances of these mortgages, net of unamortized debt issuance costs, totaled $496.5 million and $508.9
million at December 31, 2023 and 2022, respectively. (For additional information, see Part IV, Item 15(a) (1) (vi), Note 7 of the Notes
to Consolidated Financial Statements – Loans and Mortgages Payable).

 Joint
Venture with Nuveen

 In
December 2021, the Company and Nuveen Real Estate ("Nuveen" or "Nuveen Real Estate"), established a joint venture for the purpose of
acquiring manufactured housing and/or recreational vehicle communities that are under development and/or newly developed and meet
certain other investment guidelines. The terms of the initial joint venture entity were set forth in a Limited Liability Company
Agreement dated as of December 8, 2021 (the "LLC Agreement") entered into between a wholly owned subsidiary of the
Company and an affiliate of Nuveen. The LLC Agreement called for committed capital to be funded 60% by Nuveen and 40% by the Company
on a parity basis. The Company serves as managing member of the joint venture entity and is responsible for day-to-day operations of
the joint venture entity and management of its properties, subject to obtaining approval of Nuveen Real Estate for major decisions
(including investments, dispositions, financings, major capital expenditures and annual budgets). The Company receives property
management and other fees from the joint venture entity.

 In
December 2021, the joint venture entity closed on the acquisition of Sebring Square, a newly developed all-age manufactured home
community located in Sebring, Florida for a total purchase price of $22.2 million. The Sebring Square community contains 219
developed homesites situated on approximately 39 acres. In December 2022, the joint venture entity closed on the
acquisition of Rum Runner, another newly developed all-age manufactured home community, also located in Sebring, Florida, for a
total purchase price of $15.1 million. The Rum Runner community contains 144 developed homesites situated on approximately 20
acres.

 The LLC Agreement provides that until the capital contributions to the joint venture are fully funded or the joint
venture is terminated, the joint venture will be the exclusive vehicle for the Company to acquire any manufactured housing community and/or
recreational vehicle community that meets the joint venture's investment guidelines. The
investment guidelines of the joint venture provide for the venture to acquire manufactured housing and recreational vehicle communities that have been
developed within the previous two years and are less than 20% occupied, located in certain geographic markets, projected to meet
certain cash flow and internal rate of return targets, and satisfy certain other criteria. The Company agreed to offer Nuveen the
opportunity to have the joint venture acquire any manufactured housing community or recreational vehicle community that meets these
investment guidelines. Under the terms of the LLC Agreement, if Nuveen determines not to pursue or approve any such acquisition, the
Company would be permitted to acquire the property outside the joint venture. Since the execution of the LLC Agreement, Nuveen has
provided the Company with written waivers of the exclusivity provision of the LLC Agreement with regard to two property acquisitions
that may have fit the investment guidelines of the joint venture, which permitted the Company to acquire them outside of the Nuveen
joint venture. Except for investment opportunities that are offered to and declined by Nuveen, the Company is prohibited from
developing, owning, operating or managing manufactured housing communities or recreational vehicle communities within a 10-mile
radius of any community owned by the joint venture. However, this restriction does not apply with respect to investments by the
Company in existing communities operated by the Company.

 - 37 -

 During the time since the joint venture with Nuveen was first established in 2021, the Company and Nuveen have continued to seek, and
are continuing to seek, opportunities to acquire additional manufactured housing and/or recreational vehicle communities that are under
development and/or newly developed and meet certain other investment guidelines. During 2022, the Company and Nuveen informally agreed
that any future acquisitions would be made by one or more new joint venture entities to be formed for that purpose and that the original
joint venture entity formed in December 2021 will not consummate additional acquisitions but will maintain its existing property portfolio,
consisting of the Sebring Square and Rum Runner communities. The Company and Nuveen also informally agreed that, unless otherwise determined
in connection with any specific future investment, capital for any such new joint venture entity would continue to be funded 60% by Nuveen
and 40% by the Company on a parity basis and that other terms would be similar to those of the LLC Agreement entered into in 2021, except
that the amounts of the parties' respective capital commitments will be determined on a property-by-property basis.

 In
November 2023, the Company expanded its relationship with Nuveen Real Estate and formed a new joint venture entity with Nuveen. The
new joint venture entity was established to, directly or through one or more subsidiaries, identify, source, originate, acquire,
hold, operate, sell, lease, mortgage, maintain, own, manage, finance, refinance, reposition, improve, renovate, develop, redevelop,
pledge, hedge, exchange, and otherwise deal in and with the rental of manufactured housing and/or recreational vehicle communities
that meet other investment guidelines. The terms of the new joint venture entity are set forth in a Limited Liability Company
Agreement dated as of November 29, 2023 (the "Second LLC Agreement") entered into between a wholly owned subsidiary of
the Company and an affiliate of Nuveen. The Company serves as managing member of this new joint venture entity and is responsible
for day-to-day operations of the joint venture entity and management of its properties, subject to obtaining approval of Nuveen Real
Estate for major decisions (including investments, dispositions, financings, major capital expenditures and annual budgets). The
Company receives property management oversite, development and other fees from the joint venture entity. Sixty-one acres of land located in Honey Brook, Pennsylvania, previously owned by the Company, with a carrying value
cost basis of $3.8 million, was contributed to the new joint venture entity. The Company was reimbursed by Nuveen for 60% of the carrying
value of this land. This new joint venture entity is focused
on the development of a new manufactured housing community on this property. The community, once complete, is
expected to contain 113 manufactured home sites. As with the 2021 LLC Agreement, capital
contributions to the joint venture formed for this project will be funded 60% by Nuveen and 40% by the Company on a parity basis and
the other terms (including restrictions on the Company's right to acquire manufacturing housing communities that meet the LLC
Agreement's investment guidelines without first offering Nuveen an opportunity to participate in the acquisition) are similar
to those set forth in the LLC Agreement entered into in 2021.

 References in this Annual Report
to the Company's joint venture with Nuveen are intended to refer to our ongoing relationship with Nuveen. For additional information
about the Company's joint venture with Nuveen Real Estate, see Note 5, "Investment in Joint Venture," of the Notes to
Consolidated Financial Statements.

 Opportunity
Zone Fund

 In
July 2022, the Company invested $8.0 million, representing a portion of the capital gain the Company recognized in February 2022
from its investment in Monmouth Real Estate Investment Corporation ("MREIC") as a result of a merger of MREIC with
another company, in our qualified opportunity zone fund, UMH OZ Fund, LLC ("OZ Fund"), a new entity formed by the
Company. (For additional information about the MREIC merger, see Note 4, "Marketable Securities," of the Notes to
Consolidated Financial Statements.) The OZ Fund was created to acquire, develop and redevelop manufactured housing communities
requiring substantial capital investment and located in areas designated as Qualified Opportunity Zones by the Treasury Department
pursuant to a program authorized under the 2017 Tax Cuts and Jobs Act to encourage long-term investment in economically distressed
areas. The OZ Fund was designed to allow the Company and other investors in the OZ Fund to defer the tax on recently realized
capital gains reinvested in the OZ Fund until December 31, 2026 and to potentially obtain certain other tax benefits. UMH manages
the OZ Fund and will receive certain management fees as well as a 15% carried interest in distributions by the OZ Fund to the other
investors (subject to first returning investor capital with a 5% preferred return). UMH will have a right of first offer to purchase
the communities from the OZ Fund at the time of sale at their then-current appraised value. On August 10, 2022, the Company, through
the OZ Fund, acquired Garden View Estates, located in Orangeburg, South Carolina, for approximately $5.2 million. On January 19,
2023, the Company acquired Mighty Oak, located in Albany, Georgia, through the OZ Fund, for approximately $3.7 million. For
additional information about the Company's opportunity zone fund, see Note 6, "Opportunity Zone Fund," of the
Notes to Consolidated Financial Statements.

 Item
3 – Legal Proceedings

 The
Company is subject to claims and litigation in the ordinary course of business. For additional information about legal proceedings, see
Part IV, Item 15(a)(1)(vi), Note 14, "Commitments, Contingencies and Legal Matters" of the Notes to Consolidated Financial
Statements.

 Item
4 – Mine Safety Disclosures

 Not
Applicable.

 - 38 -

 PART
II

 Item
5 – Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market
Information

 The
Company's Series D Preferred Stock and its Common Stock are traded on the New York Stock Exchange ("NYSE"), under the
symbols "UMHPRD" and "UMH", respectively. Effective February 9, 2022, the Company's Common Stock also began
trading on the Tel Aviv Stock Exchange ("TASE").

 Shareholder
Information

 As
of February 16, 2024, there were 1,239 registered shareholders of the Company's Common Stock based on the number of record owners.
Because many shares of the Company's Common Stock are held by brokers and other institutions on behalf of their clients, we believe
there are considerably more beneficial holders of our Common Stock than record holders.

 Dividends

the year ended December 31, 2023, the Company paid quarterly cash dividends to holders of its Common Stock of $0.205 per share, or $0.82 annually.

 In
order to maintain our qualification as a REIT, we are required, among other things, to annually distribute at least 90% of
our REIT taxable income, determined without regard to the dividends paid deduction and any net capital gain. In addition, we intend
to distribute all or substantially all of our net income so that we will generally not be subject to U.S. federal income tax on our
earnings.

 In
general, our Board of Directors makes decisions regarding payment of dividends on a quarterly basis. The Board considers many factors
when making these decisions, including our present and future liquidity needs, our current and projected financial condition and results
of operations. See Item 1A. Risk Factors in this Form 10-K for a description of factors that may affect our ability to pay dividends.

 Recent
Sales of Unregistered Equity Securities

 None.

 Issuer
Purchases of Equity Securities

 On
January 11, 2023, the Board of Directors reaffirmed our Common Stock Repurchase Program (the "Repurchase Program") that authorized
us to repurchase up to $25 million in the aggregate of the Company's Common Stock. Purchases under the Repurchase Program were
permitted to be made using a variety of methods, which may include open market purchases, privately negotiated transactions or block
trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations.
The size, scope and timing of any purchases would be based on business, market and other conditions and factors, including price, regulatory
and contractual requirements or consents, and capital availability. The Repurchase Program did not require the Company to acquire any
particular amount of Common Stock and may be suspended, modified or discontinued at any time at the Company's discretion without
prior notice. Although the Repurchase Program remains in effect, the Company did not repurchase any shares of
its Common Stock during 2023.

 - 39 -

 Comparative
Stock Performance

 The
following line graph compares the total return of the Company's Common Stock for the last five years to the FTSE Nareit All REITs
Index published by the National Association of Real Estate Investment Trusts ("Nareit") and to the S&P 500 Index for
the same period. The graph assumes a $100 investment in our Common Stock and in each of the indexes listed below on December 31, 2018
and the reinvestment of all dividends. The total return reflects stock price appreciation and dividend reinvestment for all three comparative
indices. The information herein has been obtained from sources believed to be reliable, but neither its accuracy nor its completeness
is guaranteed. Our stock performance shown in the graph below is not necessarily indicative of future stock performance.

 - 40 -

 Item
6 – [Reserved ]

 Item
7 – Management's Discussion and Analysis of Financial Condition and Results of Operations

 2023
Accomplishments

2023, UMH made substantial progress on multiple fronts – generating solid operating results, achieving strong growth and improving
our financial position. We have:

 Rental and Related Income by 11%;

 Community Net Operating Income ("NOI") by 14%;

 Normalized Funds from Operations ("Normalized FFO) by 16%;

 Same Property NOI by 13%;

 Same Property Occupancy by 230 basis points from 86.2% to 88.5%;

 Improved
 our Same Property expense ratio from 42.2% at yearend 2022 to 40.3% at yearend 2023;

 our rental home portfolio by 871 homes from yearend 2022 to approximately 10,000 total rental homes, representing an increase of
 10% from yearend 2022;

 Sales of Manufactured Homes by 23%;

 Acquired
 our first community in Georgia, containing 118 developed homesites, for a total cost of $3.7 million through our qualified opportunity
 zone fund;

 Entered
 into a new joint venture agreement with Nuveen Real Estate to develop a 113-site community in Honey Brook, Pennsylvania;

 Amended
 our unsecured credit facility to expand available borrowing capacity from $100 million to $180 million;

 Entered
 into a $25 million term loan and a $25 million line of credit secured by rental homes and their leases;

 Expanded
 our revolving line of credit secured by eligible notes receivable from $20 million to $35 million;

 Financed
 eight existing communities for total proceeds of approximately $57.7 million;

 Raised
 our quarterly common stock dividend by 2.5% to $0.205 per share or $0.82 annually;

 our Total Market Capitalization by 6% to over $2 billion at yearend;

 our Equity Market Capitalization by 12% to over $1 billion at yearend;

 Reduced
 our Net Debt to Total Market Capitalization from 38.2% in 2022 to 31.3% in 2023;

 Issued
 and sold approximately 9.4 million shares of Common Stock through At-the-Market Sale Programs at a weighted average price of $15.81
 per share, generating gross proceeds of $148.6 million and net proceeds of $145.8 million, after offering expenses;

 Issued
 and sold approximately 2.6 million shares of Series D Preferred Stock through At-the-Market Sale Programs at a weighted average price
 of $21.88 per share, generating gross proceeds of $56.7 million and net proceeds of $55.7 million, after offering expenses;

 to year end, issued and sold approximately 1.2 million shares of Common Stock through our 2023 Common Stock At-the-Market Sale Program at a weighted
 average price of $15.37 per share, generating gross proceeds of $19.2 million and net proceeds of $18.9 million, after offering expenses;
 and

 to year end, issued and sold approximately 121,000 shares of Series D Preferred Stock through our 2023 Series D Preferred Stock At-the-Market Sale Program at a
 weighted average price of $22.85 per share, generating gross proceeds of $2.8 million and net proceeds of $2.7 million, after offering
 expenses.

 Refer
to the discussion below in this Item 7, Management's Discussion and Analysis of Financial Condition, Results of Operations, and
Non-U.S. GAAP Measures, contained in this Form 10-K for information regarding the presentation of community NOI, and for the presentation
and reconciliation of funds from operations and normalized funds from operations to net income (loss) attributable to common shareholders.

 Overview

 The
following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with
the historical Consolidated Financial Statements and Notes thereto included elsewhere in this Form 10-K.

 - 41 -

 The
Company is a Maryland corporation that operates as a self-administered, self-managed REIT with headquarters in Freehold, New Jersey.
The Company's primary business is the ownership and operation of manufactured home communities, which includes leasing manufactured
home spaces on an annual or month-to-month basis to residents. The Company also leases manufactured homes to residents and, through its
wholly-owned taxable REIT subsidiary, S&F, sells and finances the sale of manufactured homes to residents and prospective residents
of our communities and for placement on customers' privately-owned land. During 2022, the Company also formed an opportunity zone
fund to acquire, develop and redevelop manufactured housing communities requiring substantial capital investment and located in areas
designated as Qualified Opportunity Zones by the Treasury Department pursuant to a program authorized under the 2017 Tax Cuts and Jobs
Act to encourage long-term investment in economically distressed areas. The Company currently holds a 77% percentage interest in the
opportunity zone fund.

 As
of December 31, 2023, we owned and operated 135 manufactured home communities (including two communities acquired through the
opportunity zone fund) containing approximately 25,800 developed homesites. These communities are located in New Jersey, New York,
Ohio, Pennsylvania, Tennessee, Indiana, Michigan, Maryland, Alabama, South Carolina and Georgia. UMH has continued to execute our
growth strategy of purchasing well-located communities in our target markets, including the energy-rich Marcellus and Utica Shale
regions. During the year ended December 31, 2023, we purchased one community located in Georgia, for an aggregate purchase price of
$3.7 million, through our opportunity zone fund. This acquisition added 118 developed homesites to our portfolio. The Company also
operates two communities in Florida owned by the Company's joint venture with Nuveen Real Estate that was originally formed in
December 2021. On November 30, 2023, the Company expanded its joint venture relationship with Nuveen Real Estate and formed a new
joint venture entity focused on the development of a new manufactured housing community located in Honey Brook, Pennsylvania. As
with the original 2021 joint venture entity, UMH has a 40% stake in the new joint venture entity and serves as the managing member,
developer and operating member. The Honey Brook community, once complete, is expected to contain 113 manufactured home sites situated on
approximately 61 acres.

 The
Company earns income from the operation of its manufactured home communities, leasing of manufactured homesites, the rental of
manufactured homes, the sale and finance of manufactured homes and the brokering of home sales, self-storage leases, oil and gas
leases, cable service agreements and from appreciation in the values of the manufactured home communities and vacant land owned by
the Company. In addition, the Company receives property management and other fees from its joint venture arrangements with Nuveen and from its
opportunity zone fund. Management views the Company as a single segment based on its method of internal reporting in addition to its
allocation of capital and resources.

in our properties, as well as our ability to increase rental rates, directly affects revenues. In 2023, total income increased 13%
from the prior year due to the acquisition and rental programs, rent increases and the growth of our sales business. Community NOI
(as defined below) increased 14% from the prior year. Overall occupancy increased 210 basis points from 84.6% as of December 31,
2022 to 86.7% as of December 31, 2023. Overall occupancy includes communities acquired in 2023 and 2022 with an average occupancy of
60%. Same property occupancy, which includes communities owned and operated as of January 1, 2022, increased 230 basis points from
86.2% as of December 31, 2022 to 88.5% as of December 31, 2023. (Unless expressly indicated, information in
this report with respect to the Company's properties, including financial and operating results for the year ended December
31, 2023, does not include the properties owned by the Company's joint venture with Nuveen.)

 Demand
for quality affordable housing remains healthy while inventory is scarce. Our property type offers substantial comparative value that
should result in continued high demand.

 The
macro-economic environment and current housing fundamentals continue to favor home rentals. Due to climbing mortgage rates, the higher
cost of buying a home versus renting one is at its most extreme since 1996. Rental homes in a manufactured home community allow the resident
to obtain the efficiencies of factory-built housing and the amenities of community living for less than the cost of other forms of affordable
housing. We continue to see strong demand for rental homes. During 2023, our portfolio of rental homes increased by 871 homes, net. Occupied
rental homes represent approximately 42.0% of total occupied sites. Occupancy in rental homes continues to be strong and was at 94.0%
as of December 31, 2023. We compare favorably with other types of rental housing, including apartments, and we will continue to allocate
capital to rental home purchases, as demand dictates.

 The
Company holds a portfolio of marketable equity securities of other REITs with a fair value of $34.5 million as of December 31, 2023,
representing 1.9% of our undepreciated assets (total assets excluding accumulated depreciation). The REIT securities portfolio
provides the Company with additional diversification, liquidity and income. As of December 31, 2023, 99% consisted of REIT common stocks and 1% of the
Company's portfolio consisted of REIT preferred stocks. The Company does not intend to increase its investment in the REIT securities portfolio.

 - 42 -

 The
Company invests in these REIT securities and, from time to time, may use margin debt when an adequate yield spread can be obtained. The
Company's weighted average yield on the securities portfolio was approximately 6.7% at December 31, 2023. At December 31, 2023,
the Company had unrealized losses of $39.7 million in its REIT securities portfolio. During 2023, the Company sold positions in securities,
generating a net realized gain of $183,000.

 The
Company continues to strengthen its balance sheet. During the year ended December 31, 2023, through an At-the-Market Sale Program
for our Common Stock that was established in April 2023 (the "2023 Common ATM Program") and a prior At-the-Market Sale
Program established in 2022, the Company issued and sold a total of 9.4 million shares of our Common Stock, generating gross
proceeds of $148.6 million and net proceeds of $145.8 million, after offering expenses. Additionally, during 2023 the Company raised
approximately $9.0 million in new capital through the Dividend Reinvestment and Stock Purchase Plan ("DRIP").

the year ended December 31, 2023, through an At-the-Market Sale Program for our Preferred Stock that was established in January 2023
(the "2023 Preferred ATM Program") and a prior At-the-Market Sale Program established in 2020, the Company issued and sold
a total of approximately 2.6 million shares of our Series D Preferred Stock, generating gross proceeds of $56.7 million and net proceeds
of $55.7 million, after offering expenses.

 The
Company believes that its capital structure, which allows for the ownership of assets using a balanced combination of equity obtained
through the issuance of common and preferred stock and debt, will enhance shareholder returns as the properties appreciate over time.

 On
December 31, 2023, the Company had approximately $57.3 million in cash and cash equivalents and $110 million available on our credit
facility, with an additional $400 million potentially available pursuant to an accordion feature. We also had $143.5 million available
on our revolving lines of credit for the financing of home sales and the purchase of inventory and $55 million available on our lines
of credit secured by rental homes and rental homes leases. Subsequent to year end, the Company paid down approximately $20 million on its credit facility (see Note 17).

 The
Company intends to continue to increase its real estate investments. Our business plan includes acquiring communities, that over
time, are expected to yield in excess of our cost of funds and investing in physical improvements, including adding rental homes
onto otherwise vacant sites. In 2022 and 2023, we added a total of eight manufactured home communities to our portfolio,
encompassing approximately 1,600 developed sites. These manufactured home communities were acquired with an average occupancy rate
of 60%. The Company will utilize the rental home program to increase occupancy rates and improve operating results at these
communities. As part of this plan, we intend to seek opportunities, through our opportunity zone fund, to acquire communities that
require substantial capital investment and are located in Qualified Opportunity Zones. In addition, through our joint venture
arrangement with Nuveen Real Estate, we will seek opportunities to acquire manufactured home communities that are under development
and/or newly developed and meet certain other investment guidelines. There is no guarantee that acquisition opportunities will
continue to materialize or that the Company will be able to take advantage of such opportunities. The growth of our real estate
portfolio and success of the joint venture with Nuveen will depend on the availability of suitable properties which meet the
Company's investment criteria and appropriate financing. Competition in the market areas in which the Company operates is
significant and affects acquisitions, occupancy levels, rental rates and operating expenses of certain properties.

 See
PART I, Item 1- Business and Item 1A – Risk Factors for a more complete discussion of the economic and industry-wide factors relevant
to the Company, the Company's lines of business and principal products and services, and the opportunities, challenges and risks
on which the Company is focused.

 - 43 -

in 2023 and 2022

 The
following table lists the property acquisitions completed by the Company during the years ended December 31, 2023 and 2022:

 Date of Acquisition

 State

 of Sites

 Purchase

 Price

 ( in thousands)

 of Acres

 Occupancy at Acquisition

 Acquisition in 2023

 Mighty Oak

 January 19, 2023

 GA

 $
 3,650

 %

 Total 2023

 $
 3,650

 %

 Acquisitions in 2022

 Center Manor

 March 31, 2022

 PA

 $
 5,800

 %

 Mandell Trails

 May 3, 2022

 PA

 7,375

 %

 Saddle Creek

 May 25, 2022

 AL

 3,878

 %

 Hidden Creek

 July 14, 2022

 MI

 22,000

 %

 Garden View Estates

 August 10, 2022

 SC

 5,200

 %

 Fohl Village

 November 22, 2022

 OH

 19,070

 %

 Oak Tree

 December 15, 2022

 NJ

 22,900

 %

 Total 2022

 1,480

 $
 86,223

 %

 Mighty Oak, acquired in January
2023, and Garden View Estates, acquired in August 2022, were acquired through the Company's opportunity zone fund.

 In addition to the acquisitions shown above, in November 2023, 61 acres of land located in Honey Brook, Pennsylvania, previously owned by the Company,
with a carrying value cost basis of $3.8 million, was contributed to an entity formed under our joint venture with Nuveen for the purpose
of developing a new manufactured housing community, which, once complete, is expected to contain 113 sites. The Company was reimbursed by Nuveen for
60% of the carrying value of this land.

 Also,
on December 23, 2022, an entity formed as part of our Nuveen joint venture closed on the acquisition of Rum Runner, a newly
developed all-age, manufactured home community located in Sebring, Florida, for a total purchase price of $15.1 million. This
community contains 144 developed homesites situated on approximately 20 acres.

 Results
of Operations

 2023
vs. 2022

 Rental
and related income increased from $170.4 million for the year ended December 31, 2022 to $189.7 million for the year ended December 31,
2023, or 11%. This increase was primarily due to the acquisitions made during 2022, as well as increases in rental rates, same property
occupancy and additional rental homes. During 2023, the Company raised rental rates by 5% to 6% at most communities. Rent increases
vary depending on overall market conditions and demand. Occupancy, as well as the ability to increase rental rates, directly affects
revenues. The Company has been acquiring communities with vacant sites that can potentially be occupied and earn income in the future.
Overall occupancy was 86.7% and 84.6% at December 31, 2023 and 2022, respectively. Overall occupancy includes communities acquired in
2023 and 2022 which had an average occupancy of 60%, at the time of acquisition. Demand for rental homes continues to be strong. As of
December 31, 2023, we had approximately 10,000 rental homes with an occupancy rate of 94.0%. We continue to evaluate the demand for rental
homes and will invest in additional homes as demand dictates.

operating expenses increased from $75.7 million for the year ended December 31, 2022 to $81.3 million for the year ended December 31,
2023, or 8%. This increase was primarily due to expenses pertaining to recently acquired communities during 2022, as well as increases in payroll, rental home expenses,
real estate taxes, waste removal, water expenses and sewer expenses.

NOI increased from $94.8 million for the year ended December 31, 2022 to $108.4 million for the year ended December 31, 2023, or
14%. This increase was primarily due to the acquisitions during 2022, and an increase in rental rates, occupancy and rental homes. The operating expense ratio (defined as community operating
expenses divided by rental and related income) improved 150 basis points from 44.4% in 2022 to 42.9% for 2023. Many recently
acquired communities have deferred maintenance requiring higher than normal expenditures in the first few years of ownership. Since
most of the community expenses consist of fixed costs, as occupancy rates increase, these expense ratios are expected to continue to
improve. Due to the Company's ability to increase its rental rates annually (subject to limitations on rent increases in
certain jurisdictions), increasing costs due to inflation and changing prices have generally not had a material effect on revenue
and income from continuing operations.

 - 44 -

 Sales
of manufactured homes increased from $25.3 million for the year ended December 31, 2022 to $31.2 million for the year ended December
31, 2023, or 23%. The total number of homes sold increased from 301 homes in 2022 to 341 homes in 2023. There were a 14% increase in
new homes sold from 144 new homes sold in 2022 to 164 new homes sold in 2023. The Company's average
sales price increased 8% in 2023 and was approximately $91,000 for the year ended December 31, 2023 and $84,000 for the year ended
December 31, 2022. Cost of sales of manufactured homes increased from $17.6 million for the year ended December 31, 2022 to $21.1
million for the year ended December 31, 2023, or 20%. The gross profit percentage was 32% and 31% for 2023 and 2022, respectively.
Selling expenses increased from $5.3 million for the year ended December 31, 2022 to $6.9 million for the year ended December 31,
2023, or 32%. Gain from the sales operations, excluding interest on the financing of inventory, increased 24% and amounted to a gain
of $3.1 million and $2.5 million for the year ended December 31, 2023 and 2022, respectively. Many of the costs associated with
sales, such as salaries, and to an extent, advertising and promotion, are fixed. Despite an increase in mortgage rates, home prices
have continued their rise as fewer sellers are listing homes and inventories decline resulting in the inherent relative
affordability of our property type becoming more and more apparent, which should result in increased demand. The Company continues
to be optimistic about future sales and rental prospects given the fundamental need for affordable housing. The Company believes
that sales of new homes produce new rental revenue and represent an investment in the upgrading of our communities.

and administrative expenses increased from $19.0 million for the year ended December 31, 2022 to $19.7 million for the year ended December
31, 2023, or 4%. This increase was due to an increase in payroll, personnel costs and non-cash stock-based compensation. General and
administrative expenses, excluding non-recurring expenses, as a percentage of gross revenue (total income plus interest, dividends and
other income) was approximately 8.0% and 7.6% for the years ended December 31, 2023 and 2022, respectively.

expense increased from $48.8 million for the year ended December 31, 2022 to $55.7 million for the year ended December 31, 2023, or 14%.
This increase was primarily due to the acquisitions and the increases in rental homes during 2023 and 2022.

income increased from $4.1 million for the year ended December 31, 2022 to $5.0 million for the year ended December 31, 2023, or 22%.
This increase was primarily due to an increase in the average balance of notes receivable from $58.6 million for the year ended December
31, 2022 to $71.5 million for the year ended December 31, 2023. The weighted average interest rate earned on these notes receivables increased 30 basis points and was 7.0% and 6.7%
as of December 31, 2023 and 2022, respectively

income decreased from $2.9 million for the year ended December 31, 2022 to $2.3 million for the year ended December 31, 2023, or
20%. This decrease was due to reduced dividends from a combination of our smaller securities portfolio and the weighted average
yield on our dividends received from our marketable securities investments decreasing 90 basis points from 7.6% in 2022 to 6.7% in 2023.

 The
Company recognized a realized gain on sales of marketable securities of $183,000 for the year ended December 31, 2023. The Company
recognized a realized gain on sales of marketable securities of $6.4 million for the year ended December 31, 2022 primarily as a
result of the cash consideration received in the MREIC merger, partially offset by a loss on sale of other marketable securities. The decrease in fair value of marketable securities amounted to $3.6
million and $21.8 million for the year ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had
total net unrealized losses of $39.7 million in its REIT securities portfolio.

expense, including amortization of financing costs, increased from $26.4 million for the year ended December 31, 2022 to $32.5
million for the year ended December 31, 2023, or 23%. This increase was mainly due to the interest incurred on the $102.7 million of
Series A Bonds the Company issued in 2022 in an offering to investors in Israel, an increase in the average balance of total debt
and an increase in interest rates. The average balance of our total debt was approximately $734.5 million in 2023 and $637.1 million
in 2022.

 - 45 -

 2022
vs. 2021

 Rental
and related income increased from $159.0 million for the year ended December 31, 2021 to $170.4 million for the year ended December 31,
2022, or 7%. This increase was due to the acquisitions during 2021 and 2022, as well as an increase in rental rates and additional rental
homes. During 2022, the Company raised rental rates by 4% to 5% at most communities. Rent increases vary depending on overall market
conditions and demand. Occupancy, as well as the ability to increase rental rates, directly affects revenues. The Company has been acquiring
communities with vacant sites that can potentially be occupied and earn income in the future. Overall occupancy was 84.6% and 86.0% at
December 31, 2022 and 2021, respectively. Overall occupancy includes communities acquired in 2022 and 2021, which had an average occupancy
of 66% and 59%, respectively, at the time of acquisition. Demand for rental homes continues to be strong. As of December 31, 2022, we
had approximately 9,100 rental homes with an occupancy rate of 93.3%.

operating expenses increased from $68.0 million for the year ended December 31, 2021 to $75.7 million for the year ended December 31,
2022, or 11%. This increase was primarily due to new acquisitions, and increases in waste removal, tree removal, water and sewer, insurance,
real estate taxes, travel and payroll and personnel costs.

NOI increased from $91.0 million for the year ended December 31, 2021 to $94.8 million for the year ended December 31, 2022, or 4%. This
increase was primarily due to the acquisitions during 2021 and 2022 and an increase in rental rates and rental homes. The operating expense
ratio (defined as community operating expenses divided by rental and related income) was 42.8% in 2021 compared to 44.4% for 2022.

 Sales
of manufactured homes decreased from $27.1 million for the year ended December 31, 2021 to $25.3 million for the year ended December
31, 2022, or 6%. The total number of homes sold in 2022 was 301 homes as compared to 370 homes in 2021. There were 144 new homes sold
in 2022 as compared to 182 in 2021. The Company's average sales price was approximately $84,000 and $73,000 for the years ended
December 31, 2022 and 2021, respectively. Cost of sales of manufactured homes decreased from $20.1 million for the year ended December
31, 2021 to $17.6 million for the year ended December 31, 2022, or 13%. The gross profit percentage was 31% and 26% for 2022 and 2021,
respectively. Selling expenses increased from $4.8 million for the year ended December 31, 2021 to $5.3 million for the year ended December
31, 2022, or 10%. Gain from the sales operations (defined as sales of manufactured homes less cost of sales of manufactured homes less
selling expenses less interest on the financing of inventory) amounted to a gain of $2.0 million for the year ended December 31, 2022
and 2021, respectively.

and administrative expenses increased from $14.1 million for the year ended December 31, 2021 to $19.0 million for the year ended December
31, 2022, or 35%. These increases were mainly due to non-recurring expenses relating to the cost of previously issued special restricted
stock grants for the groundbreaking Fannie Mae financing completed in 2020, expenses for the joint venture with Nuveen, the opportunity
zone fund, the issuance of the Series A Bonds, early extinguishment of debt and other legal expenses. These non-recurring expenses totaled
$3.5 million for the year ended December 31, 2022, compared to $2.0 million for the year ended December 31, 2021. General and administrative
expenses also increased due to an increase in personnel costs, stock-based compensation and travel. General and administrative expenses,
excluding non-recurring expenses, as a percentage of gross revenue (total income plus interest, dividend and other income) was 7.6% and
6.2% at December 31, 2022 and 2021, respectively.

 - 46 -

expense increased from $45.1 million for the year ended December 31, 2021 to $48.8 million for the year ended December 31, 2022, or 8%.
This increase was primarily due to the acquisitions and the increase in rental homes during 2022 and 2021.

income increased from $3.4 million for the year ended December 31, 2021 to $4.1 million for the year ended December 31, 2022, or 22%.
This increase was primarily due to an increase in the average balance of notes receivable from $48.6 million for the year ended December
31, 2021 to $58.6 million for the year ended December 31, 2022.

income decreased from $5.1 million for the year ended December 31, 2021 to $2.9 million for the year ended December 31, 2022, or 43%.
This decrease was primarily due to reduced dividends from the reduction of our securities holdings. Dividends received from our marketable
securities investments were at a weighted average yield of approximately 7.1% and 4.4% as of December 31, 2022 and 2021, respectively.

 The
Company recognized a net gain on sales of marketable securities of $6.4 million for the year ended December 31, 2022, primarily as a result
of the cash consideration received in the MREIC merger, partially offset by a loss on sale of other marketable securities. The Company
recognized a gain on sales of marketable securities of $2.3 million for the year ended December 31, 2021. Increase (decrease) in fair
value of marketable securities decreased from an increase of $25.1 million for the year ended December 31, 2021 to a decrease of $21.8
million for the year ended December 31, 2022. As of December 31, 2022, the Company had total net unrealized losses of $36.1 million in
its REIT securities portfolio.

expense, including amortization of financing costs, increased from $19.2 million for the year ended December 31, 2021 to $26.4
million for the year ended December 31, 2022, or 38%. This increase was mainly due to interest on the Series A Bonds issued in 2022, an increase
in loans payable and an increase in interest rates.

 Non-U.S.
GAAP Measures

 In
addition to the results reported in accordance with U.S. GAAP, management's discussion and analysis of financial condition and
results of operations include certain non-U.S. GAAP financial measures that in management's view of the business we believe are
meaningful as they allow the investor the ability to understand key operating details of our business both with and without regard to
certain accounting conventions or items that may not always be indicative of recurring annual cash flow of the portfolio. These non-U.S.
GAAP financial measures as determined and presented by us may not be comparable to related or similarly titled measures reported by other
companies, and include Community Net Operating Income ("Community NOI"), Funds from Operations Attributable to Common Shareholders
("FFO") and Normalized Funds from Operations Attributable to Common Shareholders ("Normalized FFO").

 We
define Community NOI as rental and related income less community operating expenses such as real estate taxes, repairs and maintenance,
community salaries, utilities, insurance and other expenses. We believe that Community NOI is helpful to investors and analysts as a
direct measure of the actual operating results of our manufactured home communities, rather than our Company overall. Community NOI should
not be considered a substitute for the reported results prepared in accordance with U.S. GAAP. Community NOI should not be considered
as an alternative to net income (loss) as an indicator of our financial performance, or to cash flows as a measure of liquidity; nor
is it indicative of funds available for our cash needs, including our ability to make cash distributions.

 - 47 -

 The
Company's Community NOI for the years ended December 31, 2023, 2022 and 2021 is calculated as follows (in thousands):

 2023

 2022

 2021

 Rental and Related Income

 $
 189,749

 $
 170,434

 $
 159,034

 Community Operating Expenses

 (81,343
)

 (75,660
)

 (68,046
)

 Community NOI

 $
 108,406

 $
 94,774

 $
 90,988

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

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

 - 48 -

 The
Company's FFO and Normalized FFO attributable to common shareholders for the years ended December 31, 2023, 2022 and 2021 are calculated
as follows (in thousands):

 2023

 2022

 2021

 Net Income (Loss) Attributable to Common Shareholders

 $
 (8,714
)

 $
 (36,265
)

 $
 21,249

 Depreciation Expense

 55,719

 48,769

 45,124

 Depreciation Expense from Unconsolidated Joint Venture

 -0-

 Loss on Sales of Investment Property and Equipment

 -0-

 (Increase) Decrease in Fair Value of Marketable Securities

 3,555

 21,839

 (25,052
)

 Gain on Sales of Marketable Securities, net

 (183
)

 (6,394
)

 (2,342
)

 FFO Attributable to Common Shareholders

 51,069

 28,489

 39,149

 Adjustments:

 Redemption of Preferred Stock (1)

 -0-

 12,916

 -0-

 Amortization (1)

 2,135

 1,956

 -0-

 Non-Recurring Other Expense (2)

 1,329

 3,479

 1,995

 Normalized FFO Attributable to Common Shareholders

 $
 54,533

 $
 46,840

 $
 41,144

 (1)

 2022, the Company incurred the carrying cost of excess cash for the redemption of preferred stock. Additionally, due to the change
 in sources of capital, amortization expense, a non-cash expense, is expected to become more significant and is therefore included
 as an adjustment to Normalized FFO for the years ended December 31, 2023 and 2022. Had a similar adjustment been made for the
 year ended December 31, 2021, Normalized FFO Attributable to Common Shareholders would have been $42,145.

 (2)

 Consists
 of the previously disclosed special bonus and restricted stock grants for the August 2020 groundbreaking Fannie Mae financing, which
 were being expensed over the vesting period ($862) and non-recurring expenses for the joint venture with Nuveen ($135), one-time
 legal fees ($76), fees related to the establishment of the OZ Fund ($37), and costs associated with acquisitions and financing that
 were not completed ($219) in 2023. Consists of special bonus and restricted stock grants for the August 2020 groundbreaking Fannie
 Mae financing, which were being expensed over the vesting period ($1,724) and non-recurring expenses for the joint venture with Nuveen
 ($264), early extinguishment of debt ($320), one-time legal fees ($197), fees related to the establishment of the OZ Fund ($954),
 and costs associated with acquisition not completed ($20) in 2022. Consists of special bonus and restricted stock grants for the
 August 2020 groundbreaking Fannie Mae financing, which were being expensed over the vesting period ($1,824) and non-recurring expenses
 for the joint venture with Nuveen ($171) in 2021.

 Liquidity
and Capital Resources

 The
Company operates as a REIT deriving its income primarily from real estate rental operations. The Company's principal liquidity
demands have historically been, and are expected to continue to be, distributions to the Company's shareholders, acquisitions,
capital improvements, development and expansions of properties, debt service, purchases of manufactured home inventory and rental
homes, financing of manufactured home sales and payments of expenses relating to real estate operations. The Company's ability
to generate cash adequate to meet these demands is dependent primarily on income from its real estate investments and marketable
securities portfolio, the sale of real estate investments and marketable securities, refinancing of mortgage debt, leveraging of
real estate investments, availability of bank borrowings, lines of credit, and other incurrence of indebtedness, proceeds from the
DRIP, and access to the capital markets, including through its Common and Preferred ATM Programs. In addition to cash generated
through operations, the Company uses a variety of sources to fund its cash needs, including acquisitions. The Company may sell
marketable securities from its investment portfolio, borrow on its unsecured credit facility or lines of credit, incur other
indebtedness, finance and refinance its properties, and/or raise capital through the DRIP and capital markets, including through the
Company's ATM Programs. In order to provide financial flexibility to opportunistically access the capital markets, the Company
implemented a new 2023 Preferred ATM Program on January 10, 2023 that allows the Company to offer and sell shares of the
Company's 6.375% Series D Cumulative Redeemable Preferred Stock having an aggregate sales price of up to $100 million from
time to time through its sales agent, B. Riley Securities, Inc. In addition, on April 4, 2023, the Company implemented a new 2023
Common ATM Program that allows the Company to offer and sell shares of the Company's Common Stock having an aggregate sales
price of up to $150 million from time to time through the distribution agents for the 2023 Common ATM Program. Additionally, the
Company amended its unsecured line of credit to expand available borrowing capacity from $100 million to $180 million and
expanded/obtained new loans and lines of credit secured by rental homes, rental homes leases and notes receivable.

 - 49 -

 The
Company intends to continue to increase its real estate investments. Our business plan includes acquiring communities that over time
are expected to yield in excess of our cost of funds and then investing in physical improvements, including adding rental homes onto
otherwise vacant sites. As part of this plan, we intend to seek opportunities, through our opportunity zone fund, to acquire
communities that require substantial capital investment and are located in Qualified Opportunity Zones. In addition, through our
joint venture relationship with Nuveen Real Estate, we will seek opportunities to acquire manufactured home communities that are
under development and/or newly developed and meet certain other investment guidelines. There is no guarantee that any of these
additional opportunities will materialize or that the Company will be able to take advantage of such opportunities. The growth of
our real estate portfolio and success of our joint venture will depend on the availability of suitable properties which meet the
Company's investment criteria and appropriate financing. Competition in the market areas in which the Company operates is
significant. To the extent that funds or appropriate communities are not available, fewer acquisitions will be made.

 The
Company continues to strengthen its capital and liquidity positions. During the year ended December 31, 2023, the Company issued and
sold 9.4 million shares of Common Stock through our Common ATM Programs at a weighted average price of $15.81 per share, generating gross
proceeds of $148.6 million and net proceeds of $145.8 million, after offering expenses.

 Through
our Preferred ATM Programs, the Company issued and sold a total of 2.6 million shares of our Series D Preferred Stock generating gross
proceeds of $56.7 million and net proceeds after offering expenses of $55.7 million during the year ended December 31, 2023.

 As
of December 31, 2023, $37.0 million of Common Stock remained available for sale under the 2023 Common ATM Program and $46.1 million in
shares of Series D Preferred Stock remained available for sale under the 2023 Preferred ATM Program. Subsequent to year end, the Company
issued and sold 1.2 million shares of Common Stock under the 2023 Common ATM Program for gross proceeds of $19.2 million. Subsequent
to year end, the Company issued and sold a total of 121,000 shares of Preferred Stock under the 2023 Preferred ATM Program for gross
proceeds of $2.8 million.

 In
addition, the Company has a DRIP in which participants can purchase original issue shares of Common Stock from the Company at a price
of approximately 95% of market. During 2023, amounts received under the DRIP, including dividends reinvested of $2.7 million, totaled
$9.0 million. The Company issued a total of 612,000 shares under the DRIP during 2023.

 The
Company also has the ability to finance home sales, inventory purchases and rental home purchases. The Company has a $35 million revolving
line of credit for the financing of homes that was not utilized at December 31, 2023, revolving credit facilities totaling $108.5 million
to finance inventory purchases, that were not utilized at December 31, 2023 and $55.0 million available on our lines of credit secured
by rental homes and rental homes leases.

 As
of December 31, 2023, the Company had $57.3 million of cash and cash equivalents and marketable securities of $34.5 million. The
Company owned 135 communities (including two communities acquired through the opportunity zone fund) of which 48 are unencumbered.
The Company's non-mortgaged properties and marketable securities provide us with additional liquidity. As of December 31,
2023, the Company also held a 40% equity interest in the entities formed under its joint venture with Nuveen Real Estate, which
own two newly developed communities that are unencumbered and one community in the process of being developed. The Company believes
that cash on hand, funds generated from operations, the DRIP and capital markets, the funds available on the lines of credit,
together with the ability to finance and refinance its properties will provide sufficient funds to adequately meet its obligations
over the next several years.

 The
Company's focus is on real estate investments. The Company has historically financed purchases of real estate primarily
through mortgages. During 2023, total investment property, including rental homes, increased 11% or $147.5 million. The Company acquired one manufactured home community totaling 118 developed sites at a purchase price of $3.7 million through the Company's opportunity zone fund. See Note 3 of
the Notes to Consolidated Financial Statements for additional information on our acquisitions and Note 7 of the Notes to
Consolidated Financial Statements for related debt transactions. The Company continues to evaluate acquisition opportunities. The
funds for these acquisitions (including the Company's 40% share of acquisition costs that may be incurred pursuant to its joint
venture with Nuveen Real Estate) may come from bank borrowings, proceeds from the DRIP, and private placements or public offerings
of debt, Common Stock or Preferred Stock, including under the Common ATM Program or the Preferred ATM Program. To the extent that
funds or appropriate properties are not available, fewer acquisitions will be made.

 - 50 -

 The
Company owned approximately 10,000 rental homes, or approximately 39% of our total homesites as of December 31, 2023. During 2023,
our rental home portfolio increased by 871 homes, net of rental home sales, or $93.7 million. The Company markets these rental homes
for sale to existing residents. The Company estimates that in 2024 it will order approximately 800 to 900 manufactured homes to use
as rental units at its properties for a total invoice cost of approximately $60 million to $65 million. Rental
home rates on new homes range from approximately $790 to $2,000 per month, including lot rent, depending on size, location and
market conditions. During 2023, the Company also invested approximately $30 million in other improvements to its
communities.

 The
following table summarizes cash flow activity for the years ended December 31, 2023, 2022 and 2021 (in thousands):

 2023

 2022

 2021

 Net Cash Provided by (Used in) Operating Activities

 $
 120,077

 $
 (7,227
)

 $
 65,187

 Net Cash Used in Investing Activities

 (165,573
)

 (124,877
)

 (94,388
)

 Net Cash Provided by Financing Activities

 69,057

 47,954

 125,634

 Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash

 $
 23,561

 $
 (84,150
)

 $
 96,433

 Net
cash provided by (used in) operating activities increased by $127.3 million in 2023 primarily due to a decrease in inventory. Net cash
provided by (used in) operating activities decreased by $72.4 million in 2022 primarily due to an increase in inventory.

 Net
cash used in investing activities increased by $40.7 million in 2023, primarily due to the purchase of investment property and equipment
and additions to land development. Net cash used in investing activities increased by $30.5 million in 2022, primarily due to the purchase
of manufactured home communities and investment property and equipment, partially offset by the proceeds from sales of marketable securities.

 Net
cash provided by financing activities increased by $21.1 million in 2023 to $69.1 million. The Company issued and sold 9.4 million shares
of its Common Stock during 2023 through the Common ATM Programs, raising net proceeds of approximately $145.8 million. The Company also
received $9.0 million, including dividends reinvested, through the DRIP. In addition, the Company issued and sold 2.6 million shares
of its Series D Preferred Stock during 2023 through the Preferred ATM Programs, raising net proceeds of approximately $55.7 million.
During 2023, the Company distributed to our common shareholders a total of $51.7 million, including dividends reinvested. In addition,
the Company also paid $16.7 million in preferred dividends during 2023. The Company also made principal payments on its mortgages and
loans, net of new debt financing, totaling $73.8 million.

 Net
cash provided by financing activities decreased by $77.6 million in 2022 to $48.0 million. The Company obtained new debt financing totaling $238.9 million, net of principal repayments and financing
costs, through mortgages, short-term borrowings and the issuance in Israel of
our Series A Bonds. The Company issued and sold 5.0 million shares of its Common Stock during 2022 through the Common ATM Programs, raising net proceeds
of approximately $100.8 million. The Company also received $7.8 million, including dividends reinvested, through the DRIP. In addition,
the Company issued and sold 406,000 shares of its Series D Preferred Stock during 2022 through the 2020 Preferred ATM Program, raising
net proceeds of approximately $9.1 million. During 2022, the Company redeemed all 9.9 million issued and outstanding shares of its 6.75%
Series C Preferred Stock for $247.1 million. During 2022, the Company distributed to our common shareholders a total of $43.4 million,
including dividends reinvested. In addition, the Company also paid $24.6 million in preferred dividends during 2022.

 - 51 -

 Cash
flows were primarily used for purchases of manufactured home communities, capital improvements, payment of dividends, purchase of
inventory and rental homes, loans to customers for the sales of manufactured homes, and expansion of existing communities. The
Company meets maturing mortgage obligations by using a combination of positive cash flows and refinancing. The dividend payments
were primarily made from cash flows from operations.

 Cash
flows used for capital improvements include amounts needed to meet environmental and regulatory requirements in connection with the manufactured
home communities that provide water or sewer service. Excluding expansions and rental home purchases, the Company is budgeting approximately
$20 to $30 million in capital improvements for 2024.

 The
Company's significant commitments and contractual obligations relate to its mortgages, loans payable and other indebtedness, acquisitions
of manufactured home communities, retirement benefits, and the lease on its corporate offices as described in Note 10 to the Consolidated
Financial Statements.

 The
Company has 2,134 acres of undeveloped land which could be developed in the future. The Company continues to analyze the best use of its
vacant land.

 As
of December 31, 2023, the Company had total assets of $1.4 billion and total liabilities of $720.8 million. Our net debt (net of
cash and cash equivalents) to total market capitalization decreased 18% and as of December 31, 2023 and 2022 was approximately 31%
and 38%, respectively. Our net debt, less securities (net of cash and cash equivalents and marketable securities) to total market
capitalization decreased 17% and as of December 31, 2023 and 2022 was approximately 30% and 36%, respectively.

 The
Company believes that it has the ability to meet its obligations and to generate funds for new investments.

 Contractual
Obligations

 The
Company has investments in entities formed under its joint venture relationship with Nuveen Real Estate which are accounted for
under the equity method of accounting as we have the ability to exercise significant influence, but not control, over the operating
and financial decisions for the joint venture entities. The terms of the joint venture arrangements require the Company to fund 40%
and Nuveen to fund 60% of the total capital contributions made by the members. See Item 2 –
"Properties" and Note 5, "Investment in Joint Venture," of the Notes to Consolidated Financial Statements
for additional information.

 Our
other primary contractual obligations relate to our loans and mortgages payable and other indebtedness, our operating lease obligations
and our obligations regarding the financing of our home sales. See Note 2 "Summary of Significant Accounting Policies", Note
7 "Loans and Mortgages Payable", Note 10 "Related Party Transactions and Other Matters" and Note 14 "Commitments,
Contingencies and Legal Matters" of the Notes to Consolidated Financial Statements for additional information.

 Critical
Accounting Policies and Estimates

 Our
consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures. Actual results could differ
from these estimates.

 For
additional information regarding our significant accounting policies, see Note 2 of the Notes to Consolidated Financial Statements.

 Recent
Accounting Pronouncements

 See
Note 2 of the Notes to Consolidated Financial Statements.

 Item
7A – Quantitative and Qualitative Disclosures about Market Risk

 As
of December 31, 2023, we were exposed to risks associated with adverse changes in market prices and interest rates. The Company's
principal market risk exposure is interest rate risk. The Company's future income, cash flows and fair values relevant to financial
instruments are dependent upon prevalent market interest rates. Many factors, including governmental monetary and tax policies, domestic
and international economic and political considerations and other factors that are beyond the Company's control contribute to interest
rate risk. The Company mitigates this risk by maintaining prudent amounts of leverage, minimizing capital costs and interest expense
while continuously evaluating all available debt and equity resources and following established risk management policies and procedures,
which may include the periodic use of derivatives. The Company's primary strategy in entering into derivative contracts is to minimize
the variability that changes in interest rates could have on its future cash flows. The Company generally employs derivative instruments
that effectively convert a portion of its variable rate debt to fixed rate debt. The Company does not enter into derivative instruments
for speculative purposes.

 - 52 -

 The
following table sets forth information as of December 31, 2023, concerning the Company's mortgages and loans payable, including
principal cash flow by scheduled maturity, weighted average interest rates and estimated fair value (in thousands).

 Mortgages
Payable

 Loans Payable

 Carrying Value

 Interest Rate

 Carrying Value

 Interest Rate

 2024

 $
 -0-

 -0-
 %

 $
 -0-

 -0-
 %

 2025

 118,798

 3.99
 %

 -0-

 -0-
 %

 2026

 37,155

 4.04
 %

 70,000

 7.27
 %

 2027

 39,003

 4.28
 %

 -0-

 -0-
 %

 2028

 25,193

 4.65
 %

 24,683

 6.15
 %

 Thereafter

 280,986

 4.12
 %

 -0-

 -0-
 %

 Total

 $
 501,135

 4.17
 % (1)

 $
 94,683

 6.98
 % (1)

 Estimated Fair Value

 $
 489,828

 $
 94,683

 (1)

 average interest rate, not including the effect of unamortized debt issuance costs. The weighted average interest rate, including
 the effect of unamortized debt issuance costs, at December 31, 2023 was 4.21% for mortgages payable and 7.07% for loans payable.

 All
mortgage loans are at fixed rates. The Company has approximately $70 million in variable rate loans payable. If short-term interest rates
increased or decreased by 1%, interest expense would have increased or decreased by approximately $700,000.

 In
its investment portfolio, the Company has invested in equity securities of other REITs and is primarily exposed to market price risk
from adverse changes in market rates and conditions. The Company's marketable securities investments was 1.9% of undepreciated assets as of December 31, 2023. The Company does not intend to increase its investments in its REIT securities
portfolio. All securities
are carried at fair value.

 Item
8 – Financial Statements and Supplementary Data

 The
financial statements and supplementary data listed in Part IV, Item 15(a)(1) and included immediately following the signature pages to
this report are incorporated herein by reference.

 Item
9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 There
were no changes in, or any disagreements with, the Company's independent registered public accounting firm on accounting principles
and practices or financial disclosure during the years ended December 31, 2023 and 2022.

 Item
9A – Controls and Procedures

 Disclosure
Controls and Procedures

 Management,
with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure
controls and procedures (as defined in Securities Exchange Act of 1934 Rule 13a-15(e) and 15d-15(e)) as of the end of the period covered
by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls
and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information that would
potentially be subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder as of December 31, 2023.

 - 53 -

 Internal
Control over Financial Reporting

 (a)
Management's Annual Report on Internal Control over Financial Reporting

 Management
of the Company is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act). The Company's internal control system was designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance
with U.S. GAAP. Because of its inherent limitations, including the possibility of collusion or improper management override of controls,
internal control over financial reporting may not prevent or detect misstatements.

 Management
assessed the Company's internal control over financial reporting as of December 31, 2023. In 2023, Management retained the services
of DLA, LLC, an independent firm, to assist management in its assessment of the Company's internal controls over financial reporting.
This assessment was based on criteria for effective internal control over financial reporting established in Internal Control —
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") (2013 framework).
Based on this assessment, management has concluded that the Company's internal control over financial reporting was effective as
of December 31, 2023.

 PKF
O'Connor Davies, LLP, the Company's independent registered public accounting firm, has issued their report on their audit
of the Company's internal control over financial reporting, a copy of which is included herein.

 (b)
Attestation Report of the Independent Registered Public Accounting Firm

 Report
of Independent Registered Public Accounting Firm

 To
the Board of Directors and Shareholders of

 UMH
Properties, Inc.

 Opinion
on Internal Control over Financial Reporting

 We
have audited UMH Properties, Inc.'s (the "Company") internal control over financial reporting as of December 31, 2023,
based on criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2023, based on criteria established in Internal Control–Integrated Framework (2013)
issued by COSO.

 We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"),
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 our report dated February 28, 2024, expressed an unqualified opinion thereon.

 Basis
for Opinion

 The
Company's management is responsible for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit
of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

 Definition
and Limitations of Internal Control over Financial Reporting

 A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

 /s/
 PKF O'Connor Davies, LLP

 New
 York, New York

 (c)
Changes in Internal Control over Financial Reporting

 There
have been no changes to our internal control over financial reporting during the quarter ended December 31, 2023 that have materially
affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 Item
9B – Other Information

 None.

 Item
9C – Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

 Not
applicable.

 - 54 -

 PART
III

 Item
10 – Directors, Executive Officers and Corporate Governance

 The
information required by this item is incorporated herein by reference to the definitive proxy statement for the Company's 2024
annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A and the information included under the caption "Information
about our Executive Officers" in Part I hereof, in accordance with General Instruction G(3) to Form 10-K.

 Item
11 – Executive Compensation

 The
information required by this item is incorporated herein by reference to the definitive proxy statement for the Company's 2024
annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A, in accordance with General Instruction G(3) to Form
10-K.

 Item
12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
information required by this item is incorporated herein by reference to the definitive proxy statement for the Company's 2024
annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A, in accordance with General Instruction G(3) to Form
10-K.

 Item
13 – Certain Relationships and Related Transactions, and Director Independence

 The
information required by this item is incorporated herein by reference to the definitive proxy statement for the Company's 2024
annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A, in accordance with General Instruction G(3) to Form
10-K.

 Item
14 – Principal Accountant Fees and Services

 The
information required by this item is incorporated herein by reference to the definitive proxy statement for the Company's 2024
annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A, in accordance with General Instruction G(3) to Form
10-K.

 - 55 -

 PART
IV

 Item
15 – Exhibits, Financial Statement Schedules

 Page(s)

 (a)
 (1)

 The
 following Financial Statements are filed as part of this report.

 (i)

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 127)

 (ii)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 64-65

 (iii)

 Consolidated Statements of Income (Loss) for the years ended December 31, 2023, 2022 and 2021

 (iv)

 Consolidated Statements of Shareholders' Equity for the years ended December 31, 2023, 2022 and 2021

 67-68

 (v)

 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

 (vi)

 Notes to Consolidated Financial Statements

 70-100

 (a)
 (2)

 The
 following Financial Statement Schedule is filed as part of this report:

 (i)

 Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2023

 101-110

 All
other schedules are omitted for the reason that they are not required, are not applicable, or the required information is set forth in
the consolidated financial statements or notes thereto.

 - 56 -

 (a)

 (3) The Exhibits set forth in the following index of Exhibits
are filed as part of this Report.

 No.

 (2)

 Plan
 of Acquisition, Reorganization, Arrangement, Liquidation or Succession

 2.1

 Agreement and Plan of Merger dated as of June 23, 2003 (incorporated by reference from the Company's Definitive Proxy Statement as filed with the Securities and Exchange Commission on July 10, 2003, Registration No. 001-12690).

 (3)

 Articles
 of Incorporation and By-Laws

 3.1

 Articles of Incorporation of UMH Properties, Inc., a Maryland corporation (incorporated by reference from the Company's Definitive Proxy Statement as filed with the Securities and Exchange Commission on July 10, 2003, Registration No. 001-12690).

 3.2

 Amendment to Articles of Incorporation (incorporated by reference to the 8-K as filed by the Registrant with the Securities and Exchange Commission on April 3, 2006, Registration No. 001-12690).

 3.3

 Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 26, 2011, Registration No. 001-12690).

 3.4

 Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 26, 2011, Registration No. 001-12690).

 3.5

 Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 10, 2012, Registration No. 001-12690).

 3.6

 Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 10, 2012, Registration No. 001-12690).

 3.7

 Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 31, 2012, Registration No. 001-12690).

 3.8

 Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 31, 2012, Registration No. 001-12690).

 3.9

 Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 20, 2015, Registration No. 001-12690).

 3.10

 Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 20, 2015, Registration No. 001-12690).

 3.11

 Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 5, 2016, Registration No. 001-12690).

 3.12

 Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 5, 2016, Registration No. 001-12690).

 - 57 -

 No.

 3.13

 Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on August 11, 2016, Registration No. 001-12690).

 3.14

 Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June 5, 2017, Registration No. 001-12690).

 3.15

 Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 26, 2017, Registration No. 001-12690).

 3.16

 Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 26, 2017, Registration No. 001-12690).

 3.17

 Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on January 22, 2018, Registration No. 001-12690).

 3.18

 Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 29, 2019, Registration No. 001-12690).

 3.19

 Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 29, 2019, Registration No. 001-12690).

 3.20

 Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 22, 2019, Registration No. 001-12690).

 3.21

 Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 22, 2019, Registration No. 001-12690).

 3.22

 Amendment to Articles of Incorporation (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 18, 2020, Registration No. 001-12690).

 3.23

 Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 16, 2020, Registration No. 001-12690).

 3.24

 Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on January 10, 2023, Registration No. 001-12690).

 3.25

 Articles Supplementary (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 19, 2023, Registration No. 001-12690).

 3.26

 Bylaws of the Company, as amended and restated, dated March 31, 2014 (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on March 31, 2014, Registration No. 001-12690).

 - 58 -

 No.

 (4)

 Instruments
 Defining the Rights of Security Holders, Including Indentures

 4.1

 Specimen certificate of Common Stock of UMH Properties, Inc. (incorporated by reference to Exhibit 4.1 to the Form S-3 as filed by the Registrant with the Securities and Exchange Commission on December 21, 2010, Registration No. 333-171338).

 4.2

 Specimen certificate representing the Series D Preferred Stock of UMH Properties, Inc. (incorporated by reference to Exhibit 4.2 to the Form 8-A12B as filed by the Registrant with the Securities and Exchange Commission on January 22, 2018, Registration No. 001-12690).

 4.3

 Deed of Trust for the 4.72% Series A Bonds due 2027 between UMH Properties, Inc. and Reznik Paz Nevo Trusts Ltd., as trustee, dated as of January 31, 2022 (incorporated by reference to Exhibit 4.4 to the Form 10-K as filed by the Registrant with the Securities and Exchange Commission on February 24, 2022, Registration No. 001-12690).

 4.4

 *

 Description of the Company's Securities Registered Under Section 12 of the Securities Exchange Act of 1934.

 (10)

 Material
 Contracts

 10.1

 +

 Employment
 Agreement with Mr. Eugene W. Landy dated December 14, 1993 (incorporated by reference to the Company's 1993 Form 10-K as filed
 with the Securities and Exchange Commission on March 28, 1994).

 10.2

 +

 Amendment to Employment Agreement with Mr. Eugene W. Landy effective January 1, 2004 (incorporated by reference to the Company's 2004 Form 10-K/A as filed with the Securities and Exchange Commission on March 30, 2005, Registration No. 001-12690).

 10.3

 +

 Second Amendment to Employment Agreement of Eugene W. Landy, dated April 14, 2008 (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 16, 2008, Registration No. 001-12690).

 10.4

 +

 Third Amendment to Employment Agreement with Mr. Eugene W. Landy effective October 1, 2014 (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 8, 2014, Registration No. 001-12690).

 10.5

 +

 Amended and Restated Employment Agreement effective January 1, 2023, between UMH Properties, Inc. and Samuel A. Landy (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on January 13, 2023, Registration No. 001-12690).

 10.6

 +

 Amended and Restated Employment Agreement effective January 1, 2023, between UMH Properties, Inc. and Anna T. Chew (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on January 13, 2023, Registration No. 001-12690).

 10.7

 +

 Employment Agreement effective January 1, 2023, between UMH Properties, Inc. and Craig Koster (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on January 13, 2023, Registration No. 001-12690).

 10.8

 +

 Employment Agreement effective January 1, 2023, between UMH Properties, Inc. and Brett Taft (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on January 13, 2023, Registration No. 001-12690).

 - 59 -

 No.

 10.9

 +

 Form
 of Indemnification Agreement between UMH Properties, Inc. and its Directors and Executive Officers (incorporated by reference to
 the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on April 23, 2012, Registration No. 001-12690).

 10.10

 +

 UMH
 Properties, Inc. Amended and Restated 2013 Incentive Award Plan (incorporated by reference to the Company's Definitive Proxy
 Statement (DEF 14A) as filed with the Securities and Exchange Commission on April 16, 2021, Registration No. 001-12690).

 10.11

 +

 UMH
 Properties, Inc. 2023 Equity Incentive Plan (incorporated by reference to the Company's Definitive Proxy Statement (DEF 14A)
 as filed with the Securities and Exchange Commission on March 31, 2023, Registration No. 001-12690).

 10.12

 Dividend Reinvestment and Stock Purchase Plan (incorporated by reference to the Company's Registration Statement filed on Form S-3D as filed with the Securities and Exchange Commission on June 17, 2019, Registration No. 333-232162).

 10.13

 Equity
 Distribution Agreement by and between UMH Properties, Inc. and BMO Capital Markets Corp.,
 J.P. Morgan Securities LLC, B. Riley Securities, Inc., Compass Point Research & Trading
 LLC, and Janney Montgomery Scott LLC, (incorporated by reference to the Form 8-K as filed
 by the Registrant with the Securities and Exchange Commission on April 4, 2023, Registration
 No. 001-12690).

 10.14

 Second
 Amended and Restated Credit Agreement by and among UMH Properties, Inc. and Bank of Montreal, as Administrative Agent, dated as of
 November 7, 2022 (incorporated by reference to the Form 10-Q as filed by the Registrant with the Securities and Exchange Commission
 on November 8, 2022, Registration No. 001-12690).

 10.15

 First Amendment to Second Amended and Restated Credit Agreement by and among UMH Properties, Inc. and Bank of Montreal, as Administrative Agent, dated as of February 24, 2023 (incorporated by reference to the Form 10-K as filed by the Registrant with the Securities and Exchange Commission on February 28, 2023, Registration No. 001-12690).

 10.16

 At-the-Market Sales Agreement by and between UMH Properties, Inc. and B. Riley Securities, Inc. (incorporated by reference to the Form 8-K as filed by the Registrant with the Securities and Exchange Commission on January 11, 2023, Registration No. 001-12690).

 (21)

 *

 Subsidiaries
 of the Registrant.

 (23)

 *

 Consent of PKF O'Connor Davies, LLP.

 (31.1)

 *

 Certification
 of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 (31.2)

 *

 Certification
 of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 (32)

 *

 Certification
 of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
 Sarbanes-Oxley Act of 2002.

 (97)

 * +

 Compensation Clawback Policy.

 (101)

 Interactive
 Data File

 - 60 -

 No.

 ++

 101.SCH

 ++

 101.CAL

 ++

 101.LAB

 ++

 101.PRE

 ++

 101.DEF

 ++

 ++

 Cover

 *

 Filed
 herewith.

 +

 Denotes
 a management contract or compensatory plan or arrangement.

 ++

 Pursuant
 to Rule 406T of Regulation S-T, this interactive data file is deemed not "filed" or part of a registration statement
 or prospectus for purposes of Section 11 or 12 of the Securities Act, is deemed not "filed" for purposes of Section 18
 of the Exchange Act, and otherwise is not subject to liability under these sections.

 Item
16 – Form 10-K Summary

 Not
applicable.

 - 61 -

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

 UMH

 BY:

 /s/
 Samuel A. Landy

 SAMUEL
 A. LANDY

 President,
 Chief Executive Officer and Director

 (Principal
 Executive Officer)

 BY:

 /s/
 Anna T. Chew

 ANNA
 T. CHEW

 Vice President, Chief Financial Officer, Treasurer

 and
 Director (Principal Financial and Accounting Officer)

 Dated:

 February 28, 2024

 Pursuant
to the requirements of the Securities and Exchange Act of 1934, as amended, this report has been duly signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.

 Title

 Date

 /s/
 Eugene W. Landy

 Chairman
 of the Board

 EUGENE
 W. LANDY

 /s/
 Samuel A. Landy

 President,
 Chief Executive Officer and Director

 SAMUEL
 A. LANDY

 /s/
 Anna T. Chew

 Vice President, Chief Financial Officer,

 ANNA
 T. CHEW

 Treasurer and Director

 /s/
 Amy Butewicz

 AMY
 BUTEWICZ

 /s/
 Jeffrey A. Carus

 JEFFREY
 A. CARUS

 /s/
 Kiernan Conway

 KIERNAN
 CONWAY

 /s/
 Matthew Hirsch

 MATTHEW
 HIRSCH

 /s/
 Michael P. Landy

 MICHAEL
 P. LANDY

 /s/
 Stuart Levy

 STUART
 LEVY

 /s/
 William Mitchell

 WILLIAM
 MITCHELL

 /s/
 Angela D. Pruitt-Marriott

 ANGELA
 PRUITT

 /s/
 Kenneth K. Quigley, Jr.

 KENNETH
 K. QUIGLEY

 - 62 -

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 The
Board of Directors and Shareholders of

 UMH
Properties Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of UMH Properties, Inc. and subsidiaries (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 notes and schedule listed in the Index at Item 15(a)(2)(i)
(collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of
its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles
generally accepted in the United States of America.

 We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"),
the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control–Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February
28, 2024, expressed an unqualified opinion.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical audit matters are matters arising from the current period audit of the consolidated financial statements that
were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 /s/
 PKF O'Connor Davies, LLP

 New
 York, New York

 We
 have served as the Company's auditor since 2008.

 - 63 -

 UMH

BALANCE SHEETS

 AS
OF DECEMBER 31, 2023 and 2022

 (in
thousands except per share amounts)

 2023

 2022

 -ASSETS-

 Investment Property and Equipment

 Land

 $
 86,497

 $
 86,619

 Site and Land Improvements

 896,568

 846,218

 Buildings and Improvements

 39,506

 35,933

 Rental Homes and Accessories

 516,470

 422,818

 Total Investment Property

 1,539,041

 1,391,588

 Equipment and Vehicles

 29,126

 26,721

 Total Investment Property and Equipment

 1,568,167

 1,418,309

 Accumulated Depreciation

 ( 416,309
)

 ( 363,098
)

 Net Investment Property and Equipment

 1,151,858

 1,055,211

 Other Assets

 Cash and Cash Equivalents

 57,320

 29,785

 Marketable Securities at Fair Value

 34,506

 42,178

 Inventory of Manufactured Homes

 32,940

 88,468

 Notes and Other Receivables, net

 81,071

 67,271

 Prepaid Expenses and Other Assets

 11,729

 20,011

 Land Development Costs

 33,302

 23,250

 Investment in Joint Venture

 24,851

 18,422

 Total Other Assets

 275,719

 289,385

 TOTAL
ASSETS

 $
 1,427,577

 $
 1,344,596

 See

 - 64 -

 UMH

BALANCE SHEETS (CONTINUED)

 AS
OF DECEMBER 31, 2023 and 2022

 (in
thousands except per share amounts)

 2023

 2022

 - LIABILITIES AND SHAREHOLDERS' EQUITY -

 LIABILITIES:

 Mortgages Payable, net of unamortized debt issuance costs

 $
 496,483

 $
 508,938

 Other Liabilities:

 Accounts Payable

 6,106

 6,387

 Loans Payable, net of unamortized debt issuance costs

 93,479

 153,531

 Series A Bonds, net of unamortized debt issuance costs

 100,055

 99,207

 Accrued Liabilities and Deposits

 15,117

 16,852

 Tenant Security Deposits

 9,543

 8,485

 Total Other Liabilities

 224,300

 284,462

 Total Liabilities

 720,783

 793,400

 Commitments and Contingencies

 -

 -

 Shareholders' Equity:

 Series D – 6.375 %
Cumulative Redeemable Preferred Stock, $ 0.10 par value per share, 13,700
and 9,300
 shares authorized as of December 31, 2023 and 2022, respectively; 11,607
 and 9,015
 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 290,180

 225,379

 Common Stock - $ 0.10 par value per share, 153,714 and 154,048 shares authorized as of December 31, 2023 and 2022, respectively; 67,978 and 57,595 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 6,798

 5,760

 Excess Stock - $ 0.10 par value per share, 3,000 shares authorized; no shares issued or outstanding as of December 31, 2023 and 2022

 Additional Paid-In Capital

 433,106

 343,189

 Undistributed Income (Accumulated Deficit)

)

)

 Total UMH Properties, Inc. Shareholders' Equity

 704,720

 548,964

 Non-Controlling Interest in Consolidated Subsidiaries

 2,074

 2,232

 Total Shareholders' Equity

 706,794

 551,196

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 $
 1,427,577

 $
 1,344,596

 See

 - 65 -

 UMH

STATEMENTS OF INCOME (LOSS)

 FOR
THE YEARS ENDED DECEMBER 31, 2023, 2022 and 2021

 (in

 2023

 2022

 2021

 INCOME:

 Rental and Related Income

 $
 189,749

 $
 170,434

 $
 159,034

 Sales of Manufactured Homes

 31,176

 25,342

 27,089

 Total Income

 220,925

 195,776

 186,123

 EXPENSES:

 Community Operating Expenses

 81,343

 75,660

 68,046

 Cost of Sales of Manufactured Homes

 21,089

 17,562

 20,091

 Selling Expenses

 6,949

 5,282

 4,807

 General and Administrative Expenses

 19,703

 18,979

 14,095

 Depreciation Expense

 55,719

 48,769

 45,124

 Total Expenses

 184,803

 166,252

 152,163

 OTHER INCOME (EXPENSE):

 Interest Income

 4,984

 4,085

 3,362

 Dividend Income

 2,318

 2,903

 5,098

 Gain on Sales of Marketable Securities, net

 6,394

 2,342

 Increase (Decrease) in Fair Value of Marketable Securities

 ( 3,555
)

 ( 21,839
)

 25,052

 Other Income

 1,082

 1,240

 Loss on Investment in Joint Venture

 ( 808
)

 ( 671
)

 ( 24
)

 Interest Expense

 ( 32,475
)

 ( 26,439
)

 ( 19,158
)

 Total Other Income (Expense)

 ( 28,271
)

 ( 34,327
)

 17,298

 Income (Loss) Before Loss on Sales of Investment Property and Equipment

 7,851

 ( 4,803
)

 51,258

 Loss on Sales of Investment Property and Equipment

 ( 169
)

 ( 170
)

 Net Income (Loss)

 7,851

 ( 4,972
)

 51,088

 Preferred Dividends

 ( 16,723
)

 ( 23,221
)

 ( 29,839
)

 Redemption of Preferred Stock

 ( 8,190
)

 Loss Attributable to Non-Controlling Interest

 Net Income (Loss) Attributable to Common Shareholders

 $
 ( 8,714
)

 $
 ( 36,265
)

 $
 21,249

 Net Income (Loss) Attributable to Common Shareholders Per Share

 Basic

 $
 ( 0.15
)

 $
 ( 0.67
)

 $
 0.46

 Diluted

 $
 ( 0.15
)

 $
 ( 0.67
)

 $
 0.45

 Weighted Average Common Shares Outstanding:

 Basic

 63,068

 54,389

 46,332

 Diluted

 63,068

 54,389

 47,432

 See

 - 66 -

 UMH

STATEMENTS OF SHAREHOLDERS' EQUITY

 FOR
THE YEARS ENDED DECEMBER 31, 2023, 2022 and 2021

 (in

 Series C

 Series D

 Common Stock

 Issued and Outstanding

 Stock

 Stock

 Series C

 Series D

 Balance December 31, 2020

 41,920

 $
 4,192

 $
 247,100

 $
 160,854

 8,221

 54,365

 Net Income

 Balance December 31, 2021

 51,651

 5,165

 247,100

 215,219

 4,986

 10,160

 Redemption of Preferred Stock

 ( 247,100
)

 Investment from Non-Controlling Interest

 Net Loss

 Balance December 31, 2022

 57,595

 5,760

 225,379

 9,398

 64,801

 Net Income

 Balance December 31, 2023

 67,978

 $
 6,798

 $

 $
 290,180

 See

 - 67 -

 UMH

STATEMENTS OF SHAREHOLDERS' EQUITY, CONTINUED

 FOR
THE YEARS ENDED DECEMBER 31, 2023, 2022 and 2021

 (in

 Paid-In

 Capital

 Undistributed

 Income

 (Accumulated
 Deficit)

 Non-Controlling

 Interest in

 Consolidated
 Subsidiary

 Total

 Shareholders'
 Equity

 Balance December 31, 2020

 $
 115,026

 $
)

 $

 $
 501,808

 9,723

 9,773

 ( 30
)

 8,530

 8,601

 178,247

 179,069

 ( 1,152
)

 53,213

 ( 13,771
)

 ( 51,088
)

 ( 64,859
)

 3,447

 3,447

 Net Income

 51,088

 51,088

 Balance December 31, 2021

 300,020

)

 742,140

 7,764

 7,808

 ( 12
)

 4,155

 4,195

 100,253

 100,752

 ( 1,085
)

 9,075

 Redemption of Preferred Stock

 8,185

 ( 8,185
)

 ( 247,100
)

 ( 81,061
)

 13,039

 ( 68,022
)

 4,970

 4,970

 Investment from Non-Controlling Interest

 2,350

 2,350

 Net Loss

 ( 4,854
)

 ( 118
)

 ( 4,972
)

 Balance December 31, 2022

 343,189

)

 2,232

 551,196

 8,985

 9,046

 ( 30
)

 144,849

 145,789

 ( 9,072
)

 55,729

 ( 60,438
)

 ( 8,009
)

 ( 68,447
)

 4,896

 4,896

 Net Income

 8,009

 ( 158
)

 7,851

 Net Income (loss)

 8,009

 ( 158
)

 7,851

 Balance December 31, 2023

 $
 433,106

 $
)

 $
 2,074

 $
 706,794

 See

 - 68 -

 UMH

STATEMENTS OF CASH FLOWS

 FOR
THE YEARS ENDED DECEMBER 31, 2023, 2022 and 2021

 (in

 2023

 2022

 2021

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net Income (Loss)

 $
 7,851

 $
 ( 4,972
)

 $
 51,088

 Non-cash items included in Net Income (Loss):

 55,719

 48,769

 45,124

 Amortization of Financing Costs

 2,135

 1,956

 1,001

 4,896

 4,970

 3,447

 Provision for Uncollectible Notes and Other Receivables

 2,061

 1,497

 1,213

 Gain on Sales of Marketable Securities, net

 ( 183
)

 ( 6,394
)

 ( 2,342
)

 Decrease (Increase) in Fair Value of Marketable Securities

 3,555

 21,839

 ( 25,052
)

 Loss on Sales of Investment Property and Equipment

 Loss from Joint Venture

 1,026

 Changes in Operating Assets and Liabilities:

 Inventory of Manufactured Homes

 55,528

 ( 64,809
)

 1,791

 Notes and Other Receivables, net of notes acquired with acquisitions

 ( 15,861
)

 ( 12,740
)

 ( 9,957
)

 Prepaid Expenses and Other Assets

 4,308

 ( 636
)

 ( 1,557
)

 Accounts Payable

 ( 281
)

 2,113

 ( 116
)

 Accrued Liabilities and Deposits

 ( 1,735
)

 ( 310
)

 ( 134
)

 Tenant Security Deposits

 1,058

 Net Cash Provided by (Used in) Operating Activities

 120,077

 ( 7,227
)

 65,187

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of Manufactured Home Communities, net of mortgages assumed

 ( 3,679
)

 ( 65,562
)

 ( 18,405
)

 Purchase of Investment Property and Equipment

 ( 123,860
)

 ( 81,112
)

 ( 59,270
)

 Proceeds from Sales of Investment Property and Equipment

 3,049

 3,098

 2,859

 Additions to Land Development Costs

 ( 37,928
)

 ( 27,185
)

 ( 27,428
)

 Purchase of Marketable Securities

 ( 23
)

 ( 19
)

 ( 18
)

 Proceeds from Sales of Marketable Securities

 4,323

 56,144

 16,835

 Investment in Joint Venture

 ( 7,455
)

 ( 10,241
)

 ( 8,961
)

 Net Cash Used in Investing Activities

 ( 165,573
)

 ( 124,877
)

 ( 94,388
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from Mortgages, net of mortgages assumed

 57,743

 59,801

 6,070

 Net Proceeds (Payments) from Short Term Borrowings

 ( 59,542
)

 107,280

 ( 40,448
)

 Principal Payments of Mortgages and Loans

 ( 70,317
)

 ( 24,294
)

 ( 25,618
)

 Proceeds from Bond Issuance

 102,670

 Financing Costs on Debt

 ( 1,678
)

 ( 6,561
)

 ( 167
)

 Investments from Non-Controlling Interest

 2,350

 Proceeds from At-The-Market Preferred Equity Program, net of offering costs

 55,729

 9,075

 53,213

 Payments on Redemption of Preferred Stock

 ( 247,100
)

 Proceeds from At-The-Market Common Equity Program, net of offering costs

 145,789

 100,752

 179,069

 Proceeds from Issuance of Common Stock in the DRIP, net of dividend reinvestments

 6,394

 5,025

 6,267

 Proceeds from Exercise of Stock Options

 4,195

 8,601

 Preferred Dividends Paid

 ( 16,723
)

 ( 24,611
)

 ( 29,839
)

 Common Dividends Paid, net of dividend reinvestments

 ( 49,072
)

 ( 40,628
)

 ( 31,514
)

 Net Cash Provided by Financing Activities

 69,057

 47,954

 125,634

 Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash

 23,561

 ( 84,150
)

 96,433

 Cash, Cash Equivalents and Restricted Cash at Beginning of Year

 40,876

 125,026

 28,593

 CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR

 $
 64,437

 $
 40,876

 $
 125,026

 See

 - 69 -

 UMH

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 and 2022

 NOTE
1 – ORGANIZATION

 UMH
Properties, Inc., a Maryland corporation, and its subsidiaries ("we", "our", "us" or "the Company")
operates as a real estate investment trust ("REIT") deriving its income primarily from real estate rental operations. The
Company, through its wholly-owned taxable subsidiary, UMH Sales and Finance, Inc. ("S&F"), also sells manufactured homes
to residents and prospective residents in our communities. Inherent in the operations of manufactured home communities are site vacancies.
S&F was established to fill these vacancies and enhance the value of the communities. The Company also holds a 77 % controlling
interest in an opportunity zone fund which it created to acquire, develop and redevelop manufactured housing communities located in areas
designated as Qualified Opportunity Zones by the U.S. Treasury Department to encourage long-term investment in economically distressed
areas. Management views the Company as a single segment based on its method of internal reporting in addition to its allocation of capital
and resources.

of the Business

 As
of December 31, 2023, the Company owned and operated 135 manufactured home communities (including two communities acquired through the
opportunity zone fund) containing approximately 25,800 developed sites. These communities are located in New Jersey, New York, Ohio,
Pennsylvania, Tennessee, Indiana, Michigan, Maryland, Alabama, South Carolina and Georgia.

 These
manufactured home communities are listed by trade names as follows:

 MANUFACTURED
 HOME COMMUNITY

 LOCATION

 Arbor

 Doylestown,

 Auburn

 Ohio

 Bayshore

 Sandusky,
 Ohio

 Birchwood
 Farms

 Birch
 Run, Michigan

 Broadmore

 Brookside

 Berwick,

 Greenfield
 Center, New York

 Woods

 Altoona,

 Candlewick
 Court

 Owosso,
 Michigan

 Middletown,
 Ohio

 Vineland,

 Center
 Manor

 Monaca,

 Chambersburg
 I & II

 Sayre,

 Cinnamon
 Woods

 Conowingo,
 Maryland

 City
 View

 Lewistown,

 Mobile Home Resort

 Tiffin,
 Ohio

 Horseheads,

 Colonial

 Wintersville,
 Ohio

 Muncie,

 Ohio

 Village/ Duck River

 Columbia,

 Township, Pennsylvania

 Cross
 Keys Village

 Duncansville,

 Crossroads

 Mount
 Pleasant, Pennsylvania

 - 70 -

 MANUFACTURED
 HOME COMMUNITY

 LOCATION

 Dallas
 Mobile Home Community

 Toronto,
 Ohio

 Deer

 New
 Springfield, Ohio

 Deer
 Run

 Alabama

 D
 & R Village

 Clifton
 Park, New York

 Lodi,
 Ohio

 Manor

 Bedford,
 Ohio

 Mantua,
 Ohio

 Fairview
 Manor

 Millville,

 Fifty-One

 Elizabeth,

 Fohl

 Canton,
 Ohio

 Creek

 Park Village

 Township, Pennsylvania

 Fox
 Chapel Village

 Cheswick,

 Frieden
 Manor

 Schuylkill
 Haven, Pennsylvania

 Friendly

 Ohio

 Garden
 View Estates

 Orangeburg,
 South Carolina

 Green
 Acres

 Gregory
 Courts

 Honey
 Brook, Pennsylvania

 Hayden

 Dublin,
 Ohio

 Heather
 Highlands

 Inkerman,

 Hidden
 Creek

 Erie,
 Michigan

 High
 View Acres

 Kutztown,

 Crossing

 Lower
 Burrell, Pennsylvania

 Ohio

 Hillside

 Holly
 Acres Estates

 Erie,

 Hudson

 Peninsula,
 Ohio

 Huntingdon
 Pointe

 Tarrs,

 Independence
 Park

 Clinton,

 Iris
 Winds

 Sumter,
 South Carolina

 Monticello,

 Lake
 Erie Estates

 Fredonia,

 Lake
 Sherman Village

 Navarre,
 Ohio

 Lakeview

 Lakeview,
 Ohio

 Laurel
 Woods

 Cresson,

 Little
 Chippewa

 Ohio

 Mandell
 Trails

 Butler,

 Maple
 Manor

 Taylor,

 Marysville

 Ohio

 New
 Middletown, Ohio

 Nappanee,

 of Perrysburg

 Ohio

 Ohio

 West

 Ohio

 Memphis
 Blues

 Mighty
 Oak

 Albany,
 Georgia

 Monroe

 Jonestown,

 Moosic

 Avoca,

 Mount
 Pleasant Village

 Mount
 Pleasant, Pennsylvania

 Narvon,

 New
 Colony

 West
 Mifflin, Pennsylvania

 Northtowne

 Erie,
 Michigan

 - 71 -

 MANUFACTURED
 HOME COMMUNITY

 LOCATION

 Oak
 Ridge Estates

 Oak
 Tree

 Oakwood
 Lake Village

 Tunkhannock,

 Falls

 Olmsted Falls, Ohio

 West
 Grove, Pennsylvania

 Parke
 Place

 Perrysburg

 Ohio

 Pikewood
 Manor

 Elyria,
 Ohio

 Pine
 Ridge Village/Pine Manor

 Pine
 Valley Estates

 Apollo,

 Pleasant
 View Estates

 Bloomsburg,

 Port
 Royal Village

 Belle
 Vernon, Pennsylvania

 Redbud

 River
 Valley Estates

 Ohio

 Rolling
 Hills Estates

 Rostraver

 Belle
 Vernon, Pennsylvania

 Saddle
 Creek

 Alabama

 Sandy
 Valley Estates

 Magnolia,
 Ohio

 Shady
 Hills

 Somerset
 Estates/Whispering Pines

 Southern
 Terrace

 Columbiana,
 Ohio

 Southwind

 Spreading
 Oaks Village

 Ohio

 Springfield

 Springfield,
 Ohio

 Suburban

 Ohio

 Sunny
 Acres

 Eagleville,

 Goodlettsville,

 Twin
 Oaks I & II

 Olmsted Falls, Ohio

 Twin
 Pines

 High

 Ruffs
 Dale, Pennsylvania

 Hills

 Ohio

 Stream

 Mountaintop,

 View I

 View II

 View – Honey Brook

 Honey
 Brook, Pennsylvania

 Voyager

 West
 Newton, Pennsylvania

 Hamburg,

 Bellefontaine,
 Ohio

 Weatherly

 Lebanon,

 Wellington

 Woodland
 Manor

 West
 Monroe, New York

 Woodlawn

 Eatontown,

 Woods
 Edge

 West
 Lafayette, Indiana

 Wood

 Caledonia,
 Ohio

 Worthington
 Arms

 Lewis
 Center, Ohio

 Youngstown

 Youngstown,

 In
addition to the manufactured home communities owned by the Company listed above, entities formed under the Company's joint
venture with Nuveen Real Estate, in which the Company holds a 40 %
interest and serves as managing member, own two manufactured home communities located in Sebring, Florida, Sebring Square (which was acquired in December 2021)
and Rum Runner (which was acquired in December 2022) and one community under development located in Honey Brook, Pennsylvania. See
Note 5.

 - 72 -

 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation and Principles of Consolidation

 The
Company prepares its financial statements under the accrual basis of accounting, in conformity with accounting principles generally accepted
in the United States of America ("U.S. GAAP"). The Company's subsidiaries are all 100 % wholly-owned, except for its
investment in its qualified opportunity zone fund, which is 77 % owned by the Company (see Note 6). The consolidated financial statements
of the Company include all of these subsidiaries, including its qualified opportunity zone fund. All intercompany transactions and balances
have been eliminated in consolidation.

 A
subsidiary of the Company is the managing member of the Company's joint venture with Nuveen Real Estate.

 Use
of Estimates

 In
preparing the consolidated financial statements in accordance with U.S. GAAP, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities, as well as contingent assets and liabilities as of the dates of the consolidated
balance sheets and revenue and expenses for the years then ended. These estimates and assumptions include the allowance for doubtful
accounts, valuation of inventory, depreciation, valuation of securities, accounting for land development, reserves and accruals, and
stock compensation expense. Actual results could differ from these estimates and assumptions.

 Investment
Property and Equipment and Depreciation

 Property
and equipment are carried at cost less accumulated depreciation. Depreciation for Sites and Buildings is computed principally on the
straight-line method over the estimated useful lives of the assets (ranging from 15
 years). Depreciation of improvements to sites
and buildings, rental homes and equipment and vehicles is computed principally on the straight-line method over the estimated useful
lives of the assets (ranging from 3
 years). Land development costs are not depreciated
until they are put in use, at which time they are capitalized as buildings and improvements or site and land improvements. Interest expense
pertaining to land development costs are capitalized. Maintenance and repairs are charged to expense as incurred and improvements are
capitalized. The Company uses its professional judgement in determining whether such costs meet the criteria for capitalization or must
be expensed as incurred. The Company's business plan includes the purchase of value-add communities, redevelopment, development
and expansion of communities. During 2023 and 2022, we acquired 8 value-add communities containing 1,598
 sites and developed 441
 expansions sites. The Company capitalizes payroll
for those individuals responsible for and who spend their time on the execution and supervision of development activities and capital
projects. Salaries and benefits capitalized to land development were approximately $ 3.4
 million and $ 3.7
 million for the years ended December 31, 2023
and 2022, respectively. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the
financial statements and any gain or loss is reflected in the current year's results of operations.

 The
Company applies Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 360-10,
Property, Plant & Equipment ("ASC 360-10") to measure impairment in real estate investments. The Company's primary
indicator of potential impairment is based on net operating income trends year over year. Rental properties are individually evaluated
for impairment when conditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted
basis without interest) from a rental property is less than the carrying value under its historical net cost basis. These expected future
cash flows consider factors such as future operating income, trends and prospects as well as the effects of leasing demand, competition
and other factors. Upon determination that an other than temporary impairment has occurred, rental properties are reduced to their fair
value. For properties to be disposed of, an impairment loss is recognized when the fair value of the property, less the estimated cost
to sell, is less than the carrying amount of the property measured at the time there is a commitment to sell the property and/or it is
actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair
value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is not recorded.

 The
Company conducted a comprehensive review of all real estate asset classes in accordance with ASC 360-10-35-21. The process entailed the
analysis of property for instances where the net book value exceeded the estimated fair value. The Company reviewed its operating properties
in light of the requirements of ASC 360-10 and determined that, as of December 31, 2023, no impairment charges were required.

 - 73 -

 The
Company accounts for acquisitions in accordance with ASC 805, Business Combinations ("ASC 805") and allocates the purchase
price of the property based upon the fair value of the assets acquired, which generally consist of land, site and land improvements,
buildings and improvements and rental homes. The Company allocates the purchase price of an acquired property generally determined by
internal evaluation as well as third-party appraisal of the property obtained in conjunction with the purchase.

 In
January 2017, the FASB issued Accounting Standards Update ("ASU") 2017-01, "Business Combinations (Topic 805), Clarifying
the Definition of a Business". ASU 2017-01 seeks to clarify the definition of a business with the objective of adding guidance
to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.
The definition of a business affects many areas of accounting including acquisitions, disposals, intangible assets and consolidation.
The adoption of ASU 2017-01 was effective for annual periods beginning after December 15, 2017, including interim periods within those
periods. The amendments should be applied prospectively on or after the effective dates. Early adoption is permitted. The Company adopted
this standard effective January 1, 2017, on a prospective basis. The Company evaluated its acquisitions and has determined that its acquisitions
of manufactured home communities during 2022 and 2023 should be accounted for as acquisitions of assets. As such, transaction costs,
primarily consisting of broker fees, transfer taxes, legal, accounting, valuation, and other professional and consulting fees, related
to acquisitions are capitalized as part of the cost of the acquisitions, which is then subject to a purchase price allocation based on
relative fair value. Prior to the adoption of ASU 2017-01, the Company's acquisitions were considered an acquisition of a business
and therefore, the acquisition costs were expensed.

 Investment
in Joint Venture

 The
Company accounts for its investment in entities formed under its joint venture with Nuveen Real Estate under the equity method of
accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures. The Company has the ability to exercise
significant influence, but not control, over the operating and financial decisions of the joint venture entities. Under the equity method of
accounting, the cost of an investment is adjusted for the Company's share of the equity in net income or loss from the date of
acquisition, reduced by distributions received and increased by contributions made. The income or loss is allocated in accordance
with the provisions of the operating agreement. The carrying value of the investment in joint venture is reviewed for other than
temporary impairment whenever events or changes in circumstances indicate a possible impairment. Financial condition, operational
performance, and other economic trends are among the factors that are considered in evaluation of the existence of impairment
indicators (See Note 5).

 Cash
and Cash Equivalents

 Cash
and cash equivalents include all cash and investments with an original maturity of three months or less. The Company maintains its cash
in bank accounts in amounts that may exceed federally insured limits. The Company has not experienced any losses in these accounts in
the past. The fair value of cash and cash equivalents approximates their current carrying amounts since all such items are short-term
in nature.

 Marketable
Securities

 Investments
in marketable securities consist of marketable common and preferred stock securities of other REITs. These marketable securities are
all publicly traded and purchased on the open market, through private transactions or through dividend reinvestment plans. The Company
normally holds REIT securities on a long-term basis and has the ability and intent to hold securities to recovery, therefore as of December
31, 2023 and 2022, gains or losses on the sale of securities are based on average cost and are accounted for on a trade date basis. As of December 31, 2023, the securities portfolio represented 1.9 % of undepreciated
assets. The
Company does not intend to increase its investments in its REIT securities portfolio.

 - 74 -

 Inventory
of Manufactured Homes

 Inventory
of manufactured homes is valued at the lower of cost or net realizable value and is determined by the specific identification method.
All inventory is considered finished goods.

 Accounts
and Notes Receivables

 The
Company's accounts, notes and other receivables are stated at their outstanding balance and reduced by an allowance for uncollectible
accounts. The Company evaluates the recoverability of its receivables whenever events occur or there are changes in circumstances such
that management believes it is probable that it will be unable to collect all amounts due according to the contractual terms of the notes
receivable or lease agreements. The collectability of notes receivable is measured based on the present value of the expected future
cash flow discounted at the notes receivable effective interest rate or the fair value of the collateral if the notes receivable is collateral
dependent. At December 31, 2023 and 2022, the reserves for uncollectible accounts, notes and other receivables were $ 2.8 million and
$ 2.6 million, respectively. For the years ended December 31, 2023, 2022 and 2021 the provisions for uncollectible notes and other receivables
were $ 2.1 million, $ 1.5 million and $ 1.2 million, respectively. Charge-offs and other adjustments related to repossessed homes for the
years ended December 31, 2023, 2022 and 2021 amounted to $ 1.9 million, $ 1.0 million and $ 712,000, respectively.

 The
Company accounts for its receivables in accordance with ASU No. 2016-13, "Financial Instruments – Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments." ASU 2016-13 requires that entities use a new forward looking "expected
loss" model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit
losses is based upon historical experience, current conditions, and supportable forecasts that affect the collectability of the reported
amount. As of December 31, 2023 and 2022, the Company had notes receivable of $ 77.1 million and $ 63.0 million, net of a fair value adjustment
of $ 1.6 million and $ 1.3 million, respectively. Notes receivables are presented as a component of notes and other receivables, net on
our consolidated balance sheets. These receivables represent balances owed to us for previously completed performance obligations for
sales of manufactured homes.

 The
Company's notes receivable primarily consists of installment loans collateralized by manufactured homes with principal and interest
payable monthly. As of December 31, 2023, the weighted average interest rate on these loans were approximately 7.0 % and the average maturity was approximately 7
years. As of December 31, 2022, the weighted average interest rate on these loans were approximately 6.7 % and
the average maturity was approximately 8 years.

 Unamortized
Financing Costs

 Costs
incurred in connection with obtaining mortgages and other financings and refinancings are deferred and presented in the consolidated
balance sheet as a direct deduction from the carrying amount of that debt liability. These costs are amortized on a straight-line basis
which approximates the effective interest method over the term of the related obligations, and included as a component of interest expense.
Unamortized costs are charged to expense upon prepayment of the obligation. Upon amendment of the line of credit or refinancing of mortgage
debt, unamortized deferred financing fees are accounted for in accordance with ASC 470-50-40, Modifications and Extinguishments. As of
December 31, 2023 and 2022, accumulated amortization amounted to $ 11.2 million and $ 9.1 million, respectively. The Company estimates
that aggregate amortization expense will be approximately $ 2.2 million for 2024, $ 2.0 million for 2025, $ 1.8 million for 2026, $ 724,000
for 2027, $ 556,000 for 2028 and $ 1.1 million thereafter.

 Leases

 The
Company accounts for its leases under ASC 842, "Leases." Our primary source of revenue is generated from lease agreements
for our sites and homes, where we are the lessor. These leases are generally for one-year or month-to-month terms and renewable by mutual
agreement from us and the resident, or in some cases, as provided by jurisdictional statute.

 The
Company is the lessee in other arrangements, primarily for our corporate office and a ground lease at one community expiring April 12,
2099, with an option to extend for another 99-year term. As of December 31, 2023 and 2022, the right-of-use assets and corresponding
lease liabilities of $ 3.3 million and $ 3.6 million, respectively, are included in prepaid expenses and other assets and accrued liabilities
and deposits on the consolidated balance sheets.

 - 75 -

minimum lease payments under these leases over the remaining lease terms, exclusive of renewal options are as follows ( in thousands):

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

 2024

 $

 2025

 2026

 2027

 2028

 Thereafter

 18,503

 Total Lease Payments

 $
 20,251

 The
weighted average remaining lease term for these leases, including renewal options is 162 years. The right of use assets and lease liabilities
was calculated using an interest rate of 5 %.

 Restricted
Cash

 The
Company's restricted cash consists of amounts primarily held in deposit for tax, insurance and repair escrows held by lenders in
accordance with certain debt agreements. Restricted cash is included in prepaid expenses and other assets on the consolidated balance
sheets.

 The
following table reconciles beginning of period and end of period balances of cash, cash equivalents and restricted cash for the periods
shown ( in thousands):

 SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 12/31/20

 Cash and Cash Equivalents

 $
 57,320

 $
 29,785

 $
 116,175

 $
 15,336

 Restricted Cash

 7,117

 11,091

 8,851

 13,257

 Cash, Cash Equivalents And Restricted Cash

 $
 64,437

 $
 40,876

 $
 125,026

 $
 28,593

 Revenue
Recognition

 The
Company accounts for its Sales of Manufactured Homes in accordance with Accounting Standards Update ("ASU") 2014-09 "Revenue
from Contracts with Customers (Topic 606)" (ASC 606). For transactions in the scope of ASC 606, we recognize revenue when control
of goods or services transfers to the customer, in the amount that we expect to receive for the transfer of goods or provision of services.

 Rental
and related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accounted for
under ASC 842 "Leases." The non-lease components of our lease agreements consist primarily of utility reimbursements, which
are accounted for with the site lease as a single lease under ASC 842.

 Revenue
from sales of manufactured homes is recognized in accordance with the core principle of ASC 606, at the time of closing when control
of the home transfers to the customer. After closing of the sale transaction, we generally have no remaining performance obligation.

income is primarily from notes receivables for the previous sales of manufactured homes. Interest income on these receivables is accrued
based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans.

income and gain (loss) on sales of marketable securities are from our investments in marketable securities and are presented separately
but are not in the scope of ASC 606.

 - 76 -

 Other
income primarily consists of brokerage commissions for arranging for the sale of a home by a third party and other miscellaneous income.
This income is recognized when the transactions are completed and our performance obligations have been fulfilled.

 Net
Income (Loss) Per Share

 Basic
net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during
the period ( 63.1 million, 54.4 million and 46.3 million in 2023, 2022 and 2021, respectively). Diluted net income per share is
calculated by dividing net income by the weighted average number of common shares outstanding plus the weighted average number
of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents
are excluded from the per share calculation because they are anti-dilutive. For the year ended December
31, 2023, employee stock options to purchase 4.7 million shares of Common Stock were excluded from the computation of Diluted Net Loss
per Share as their effect would be anti-dilutive. For the year ended December 31, 2022, employee stock options to purchase 3.5 million
shares of Common Stock were excluded from the computation of Diluted Net Loss per Share as their effect would be anti-dilutive. For the
year ended December 31, 2021, Common Stock equivalents resulting from employee stock options to purchase 3.3 million shares of Common
Stock amounted to 1.1 million shares, which were included in the computation of Diluted Net Income per Share.

 Stock
Compensation Plan

 The
Company accounts for awards of stock, stock options and restricted stock in accordance with ASC 718-10, Compensation-Stock Compensation.
ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal
to the vesting period). The compensation cost for stock option grants are determined using option pricing models, intended to estimate
the fair value of the awards at the grant date less estimated forfeitures. The compensation expense for restricted stock are recognized
based on the fair value of the restricted stock awards less estimated forfeitures. The fair value of restricted stock awards are equal
to the fair value of the Company's stock on the grant date. Compensation costs, which is included in general and administrative
expenses, of $ 4.9 million, $ 5.0 million and $ 3.4 million have been recognized in 2023, 2022 and 2021, respectively. During 2023, 2022
and 2021, compensation costs included a one-time charge of $ 233,000, $ 433,000 and $ 44,000, respectively, for restricted stock and stock
option grants awarded to participants who were of retirement age and therefore the entire amount of measured compensation cost has been
recognized at grant date. Included in Note 8 to these consolidated financial statements are the assumptions and methodology used to calculate
the fair value of stock options and restricted stock awards.

 Income
Tax

 The
Company has elected to be taxed as a REIT under the applicable provisions of Sections 856 to 860 of the Internal Revenue Code. Under
such provisions, the Company will not be taxed on that portion of its income which is distributed to shareholders, provided it distributes
at least 90% of its taxable income, has at least 75% of its assets in real estate or cash-type investments and meets certain other requirements
for qualification as a REIT. The Company has and intends to continue to distribute all of its income currently, and therefore no provision
has been made for income or excise taxes. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal
income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent taxable years. The Company is also
subject to certain state and local income, excise or franchise taxes. In addition, the Company has a taxable REIT Subsidiary ("TRS")
which is subject to federal and state income taxes at regular corporate tax rates (See Note 13).

 In December 2017, the Tax
Cuts and Jobs Act of 2017 (the TCJA), Code Section 199A, was added to the Code and became effective for tax years beginning after
December 31, 2017 and before January 1, 2026. Under the TCJA, subject to certain income limitations, individual taxpayers and trusts
and estates may deduct 20% of the aggregate amount of qualified REIT dividends they receive from their taxable income.
Qualified REIT dividends do not include any portion of a dividend received from a REIT that is classified as a capital gain dividend
or qualified dividend income.

 The
Company follows the provisions of ASC Topic 740, Income Taxes, that, among other things, defines a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC
Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure,
and transition. Based on its evaluation, the Company determined that it has no uncertain tax positions and no unrecognized tax benefits
as of December 31, 2023. The Company records interest and penalties relating to unrecognized tax benefits, if any, as interest expense.
As of December 31, 2023, the tax years 2020 through and including 2023 remain open to examination by the Internal Revenue Service. There
are currently no federal tax examinations in progress.

 - 77 -

 Reclassifications

 Certain
amounts in the consolidated financial statements for the prior years have been reclassified to conform to the financial statement presentation
for the current year.

 Other
Recent Accounting Pronouncements

 Management
does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect
on the accompanying Consolidated Financial Statements.

 NOTE
3 – INVESTMENT PROPERTY AND EQUIPMENT

in 2023

 On
January 19, 2023, the Company acquired Mighty Oak, a newly developed manufactured home community located in Albany, Georgia, for approximately
$ 3.7 million, through its qualified opportunity zone fund (See Note 6). This community contains a total of 118 newly developed homesites
that are situated on approximately 26 total acres.

in 2022

 On
March 31, 2022, the Company acquired Center Manor, located in Monaca, Pennsylvania, for approximately $ 5.8 million. This community contains
a total of 96 developed homesites that are situated on approximately 18 total acres. At the date of acquisition, the average occupancy
for this community was approximately 83 %.

 On
May 3, 2022, the Company acquired Mandell Trails, located in Butler, Pennsylvania, for approximately $ 7.4 million. This community contains
a total of 132 developed homesites that are situated on approximately 69 total acres. At the date of acquisition, the average occupancy
for this community was approximately 70 %.

 On
May 25, 2022, the Company acquired Saddle Creek, located in Dothan, Alabama, for approximately $ 3.9 million. This community contains
a total of 139 developed homesites that are situated on approximately 36 total acres. At the date of acquisition, the average occupancy
for this community was approximately 6 %.

 On
July 14, 2022, the Company acquired Hidden Creek, located in Erie, Michigan, for approximately $ 22.0 million. This community contains
a total of 351 developed homesites that are situated on approximately 88 total acres. At the date of acquisition, the average occupancy
for this community was approximately 63 %.

 On
August 10, 2022, the Company acquired Garden View Estates, located in Orangeburg, South Carolina, for approximately $ 5.2
 million, through its qualified opportunity zone
fund (See Note 6). This community contains a total of 181
 developed homesites that are situated on approximately
 total acres. At the date of acquisition, the
average occupancy for this community was approximately 33 %.

 On
November 22, 2022, the Company acquired Fohl Village, located in Canton, Ohio, for approximately $ 19.1 million. This community contains
a total of 321 developed homesites that are situated on approximately 170 total acres. At the date of acquisition, the average occupancy
for this community was approximately 77 %.

 On
December 15, 2022, the Company acquired Oak Tree, located in Jackson, New Jersey, for approximately $ 22.9 million. This community contains
a total of 260 developed homesites that are situated on approximately 41 total acres. At the date of acquisition, the average occupancy
for this community was approximately 98 %.

 - 78 -

 The
Company has evaluated these acquisitions and has determined that they should be accounted for as acquisitions of assets. As such, we
have allocated the total cash consideration, including transaction costs of approximately $ 29,000 for 2023 and $ 852,000 for 2022, to
the individual assets acquired on a relative fair value basis. The following table summarizes our purchase price allocation for the assets
acquired for the years ended December 31, 2023 and 2022, respectively (in thousands):

 SCHEDULE OF ESTIMATED FAIR VALUE OF ASSETS ACQUIRED

 2023

 2022

 Assets
 Acquired:

 Land

 $

 $
 6,379

 Depreciable
 Property

 3,445

 80,027

 Notes
 Receivable and Other

 Total
 Assets Acquired

 $
 3,679

 $
 87,062

 Total
income, community net operating income ("Community NOI")* and net loss for communities acquired in 2023 and 2022, which are
included in our consolidated statements of income (loss) for the years ended December 31, 2023 and 2022, are as follows (in thousands):

 SCHEDULE OF COMMUNITY NET OPERATING INCOME AND NET INCOME (LOSS) ACQUIRED

 2023

 2022

 2023

 2023

 2022

 Total
 Income

 $

 $
 4,895

 $
 1,376

 NOI *

 $

 $
 2,448

 $

 Net
 Loss

 $
 ( 157
)

 $
 ( 2,676
)

 $
 ( 781
)

 *
 Community NOI is defined
 as rental and related income less community operating expenses.

 See
Note 7 for additional information relating to loans and mortgages payable and Note 18 for the unaudited pro forma financial information
relating to these acquisitions.

 Accumulated

 The
following is a summary of accumulated depreciation by major classes of assets (in thousands):

 SUMMARY OF ACCUMULATED DEPRECIATION BY MAJOR CLASSES OF ASSETS

 December

 December
 31, 2022

 Site
 and land improvements

 $
 255,928

 $
 225,926

 Buildings
 and improvements

 12,690

 11,294

 Rental
 homes and accessories

 124,493

 104,481

 Equipment
 and vehicles

 23,198

 21,397

 Total
 accumulated depreciation

 $
 416,309

 $
 363,098

 NOTE
4 – MARKETABLE SECURITIES

 The
Company's marketable securities primarily consist of common and preferred stock of other REITs. The Company does not own more
than 10 %
of the outstanding shares of any of these securities, nor does it have controlling financial interest. The REIT securities portfolio
provides the Company with additional diversification, liquidity and income. As of December 31, 2023, the securities portfolio
represented 1.9% of undepreciated assets. The Company does not intend to increase its investments in its REIT securities
portfolio.

 - 79 -

 The
following is a listing of marketable securities at December 31, 2023 (in thousands):

 SUMMARY OF MARKETABLE SECURITIES

 Market

 Series

 Rate

 of

 Cost

 Value

 Equity
 Securities:

 Stock:

 Cedar
 Realty Trust, Inc.

 B

 7.250
 %

 $

 $

 Cedar
 Realty Trust, Inc.

 C

 6.500
 %

 B

 7.375
 %

 1,000

 D

 6.875
 %

 Total
 Preferred Stock

 2,270

 Stock:

 Diversified
 HealthCare Trust

 2,920

 Franklin
 Street Properties Corporation

 2,219

 Industrial
 Logistics Properties Trust

 1,729

 Kimco
 Realty Corporation

 16,490

 18,753

 Office
 Properties Income Trust

 36,418

 4,110

 Orion
 Office REIT, Inc.

 2,316

 Realty
 Income Corporation

 8,527

 8,309

 Regency
 Centers Corporation

 1,024

 1,162

 Total
 Common Stock

 71,936

 34,059

 Total
 Marketable Securities

 $
 74,206

 $
 34,506

 - 80 -

 The
following is a listing of marketable securities at December 31, 2022 (in thousands):

 Market

 Series

 Rate

 of

 Cost

 Value

 Equity
 Securities:

 Stock:

 Cedar
 Realty Trust, Inc.

 B

 7.250
 %

 $

 $

 Cedar
 Realty Trust, Inc.

 C

 6.500
 %

 Centerspace

 C

 6.625
 %

 B

 7.375
 %

 1,000

 D

 6.875
 %

 Total
 Preferred Stock

 2,749

 1,043

 Stock:

 Alerislife
 Inc.

 Diversified
 HealthCare Trust

 2,920

 Franklin
 Street Properties Corporation

 2,219

 Industrial
 Logistics Properties Trust

 1,729

 Kimco
 Realty Corporation

 16,677

 18,850

 Office
 Properties Income Trust

 36,418

 7,496

 Orion
 Office REIT, Inc.

 2,316

 Realty
 Income Corporation

 10,910

 11,716

 Urstadt
 Biddle Properties, Inc.

 2,049

 1,895

 Total
 Common Stock

 75,576

 41,135

 Total
 Marketable Securities

 $
 78,325

 $
 42,178

 Gain
on sales of marketable securities, net amounted to approximately $ 183,000,
$ 6.4 million
and $ 2.3 million
for the years ended December 31, 2023, 2022 and 2021, respectively. During 2022, Monmouth Real Estate Investment Corporation
("MREIC") was acquired by a third party pursuant to an all-cash merger approved by the shareholders of MREIC, which
resulted in the Company and MREIC's other shareholders receiving a cash payment of $ 21.00
per share in cancellation of their MREIC common shares. The Company's securities portfolio included 2.7
million shares of common stock of MREIC, representing 2.7 %
of the total MREIC shares outstanding. The Company's Chairman of the Board was also the Chairman of MREIC and there were three
other Company Directors who were also directors and shareholders of MREIC. The merger consideration received by the Company totaled
approximately $ 55.7
million, which resulted in a gain of approximately $ 30.7
million. During 2022, the Company also sold other securities in its portfolio with a total cost of $ 24.7
million at a loss of $ 24.3
million. As of December 31, 2023, 2022 and 2021, the securities portfolio had net unrealized holding losses of $ 39.7
million, $ 36.1
million and $ 14.3
million, respectively.

 NOTE
5- INVESTMENT IN JOINT VENTURE

 In
December 2021, the Company and Nuveen Real Estate ("Nuveen" or "Nuveen Real Estate"), established a joint venture for the purpose of
acquiring manufactured housing and/or recreational vehicle communities that are under development and/or newly developed and meet
certain other investment guidelines. The terms of the initial joint venture entity were set forth in a Limited Liability Company
Agreement dated as of December 8, 2021 (the "LLC Agreement") entered into between a wholly owned subsidiary of the
Company and an affiliate of Nuveen. The LLC Agreement provided for the parties to initially fund up to $ 70
million of equity capital for acquisitions during a 24 -month
commitment period, with Nuveen having the option, subject to certain conditions, to elect to increase the parties' total
commitments by up to an additional $ 100
million and to extend the commitment period for up to an additional four
years. The LLC Agreement called for committed capital to be funded
 60 % by Nuveen and
 40 % by the Company on a parity basis. The Company serves as managing member of the joint venture entity and is responsible
for day-to-day operations of the joint venture entity and management of its properties, subject to obtaining approval of Nuveen Real
Estate for major decisions (including investments, dispositions, financings, major capital expenditures and annual budgets). The
Company receives property management, asset management and other fees from the joint venture entity. In addition, once each member has recouped its invested capital and received a 7.5 %
net unlevered internal rate of return, 80 %
of distributable cash will be allocated pro rata in accordance with the members' respective percentage interests and the
Company and Nuveen will receive a promote percentage equal to 70 %
(in the case of the Company) and 30 %
(in the case of Nuveen) of the remaining 20 %
of distributable cash. After 7
years the Company may elect to consummate the crystallization of the promote.

 - 81 -

 Under
the terms of the LLC Agreement, after December 8, 2024 or, if later, the second anniversary of the acquisition and placing in
service of a manufactured housing or recreational vehicle community, Nuveen will have a right to initiate the sale of one or more of
the communities owned by the joint venture entity. If Nuveen elects to initiate such a sale process, the Company may exercise a
right of first refusal to acquire Nuveen's interest in the community or communities to be sold for a purchase price
corresponding to the greater of the appraised value of such communities or the amount required to provide a 7.5% net unlevered
internal rate of return on Nuveen's investment. In
addition, the Company will have the right to buy out Nuveen's interest in the joint venture entity at any time after December
8, 2031 at a purchase price corresponding to the greater of the appraised value of the portfolio or the amount required to provide a
7.5% net unlevered internal rate of return on Nuveen's investment.

 The
LLC Agreement between the Company and Nuveen provided that until the capital contributions to the joint venture are fully funded or
the joint venture is terminated, the joint venture will be the exclusive vehicle for the Company to acquire any manufactured housing
communities and/or recreational vehicle communities that meet the joint venture's investment guidelines. These guidelines
called for the joint venture to acquire manufactured housing and recreational vehicle communities that have been developed within
the previous
 two years and are less than 20% occupied, are located in certain geographic markets, are projected to meet certain cash flow
and internal rate of return targets, and satisfy certain other criteria. The Company agreed to offer Nuveen the opportunity to have
the joint venture acquire any manufactured housing community or recreational vehicle community that meets these investment
guidelines. Under the terms of the LLC Agreement, if Nuveen determines not to pursue or approve any such acquisition, the Company
would be permitted to acquire the property outside the joint venture. Since the execution of the LLC Agreement, Nuveen has provided the
Company with written waivers of the exclusivity provision of the LLC Agreement with regard to two property acquisitions that may
have fit the investment guidelines of the joint venture, which permitted the Company to acquire them outside of the Nuveen joint
venture. Except for investment opportunities that are offered to and declined by Nuveen, the Company is prohibited from developing,
owning, operating or managing manufactured housing communities or recreational vehicle communities within a 10-mile radius of any
community owned by the joint venture. However, this restriction does not apply with respect to investments by the Company in
existing communities operated by the Company.

 The
LLC Agreement provides that Nuveen will have the right to remove and replace the Company as managing member of the joint venture and
manager of the joint venture's properties if the Company breaches certain obligations or certain events occur. Upon such removal,
Nuveen may elect to buy out the Company's interest in the joint venture at 98 % of the value of the Company's interest in
the joint venture. If Nuveen does not exercise such buy-out right, the Company may, at specified times, elect to initiate a sale of the
communities owned by the joint venture, subject to a right of first refusal on the part of Nuveen. The LLC Agreement contains restrictions
on a party's right to transfer its interest in the joint venture without the approval of the other party.

 The
LLC Agreement requires the Company to offer Nuveen the opportunity to have the joint venture acquire a manufactured housing community
or recreational vehicle community that meets the investment guidelines. If Nuveen decides not to acquire the community through the joint
venture, however, the Company is free to purchase the community on its own outside of the joint venture.

 In
December 2021, the joint venture entity closed on the acquisition of Sebring Square, a newly
developed all-age, manufactured home community located in Sebring, Florida, for a total purchase price of $ 22.2
million. This community contains 219
developed homesites situated on approximately 39
acres. In December 2022, the joint venture entity closed on the acquisition of Rum Runner, another newly developed all-age, manufactured
home community also located in Sebring, Florida for a total purchase price of $ 15.1
million. This community contains 144
developed homesites situated on approximately 20
acres. The Company manages these communities on behalf of the joint venture entity.

 - 82 -

the time since the joint venture with Nuveen was first established in 2021, the Company and Nuveen have continued to seek
opportunities to acquire additional manufactured housing and/or recreational vehicle communities that are under development and/or
newly developed and meet certain other investment guidelines. During 2022, the Company and Nuveen informally agreed that any future
acquisitions would be made by one or more new joint venture entities to be formed for that purpose and that the original joint
venture entity formed in December 2021 will not consummate additional acquisitions but will maintain its existing property
portfolio, consisting of the Sebring Square and Rum Runner communities. The Company and Nuveen also informally agreed that, unless
otherwise determined in connection with any specific future investment, capital for any such new joint venture entity would continue
to be funded 60 %
by Nuveen and 40 %
by the Company on a parity basis and that other terms would be similar to those of the LLC Agreement entered into in 2021, except that the
amounts of the parties' respective capital commitments will be determined on a property-by-property basis.

 In
November 2023, the Company expanded its relationship with Nuveen Real Estate and formed a new joint venture entity with Nuveen. The
new joint venture entity was established to, directly or through one or more subsidiaries, identify, source, originate, acquire,
hold, operate, sell, lease, mortgage, maintain, own, manage, finance, refinance, reposition, improve, renovate, develop, redevelop,
pledge, hedge, exchange, and otherwise deal in and with the rental of manufactured housing and/or recreational vehicle communities
that meet other investment guidelines. The terms of the new joint venture entity are set forth in a Limited Liability Company
Agreement dated as of November 29, 2023 (the "Second
LLC Agreement")
entered into between a wholly owned subsidiary of the Company and an affiliate of Nuveen. The Company serves as managing member of
this new joint venture entity and is responsible for day-to-day operations of the joint venture entity and management of its
properties, subject to obtaining approval of Nuveen Real Estate for major decisions (including investments, dispositions,
financings, major capital expenditures and annual budgets). The Company receives property management oversite, development and other
fees from the joint venture entity. Sixty-one acres of land located in Honey Brook, Pennsylvania, previously owned by the Company,
with a carrying value cost basis of $ 3.8 million, was contributed to the new joint venture entity. The Company was reimbursed by
Nuveen for 60 % of the carrying value of this land. This new joint venture entity is focused on the development of a new manufactured
housing community on this property. The community, once complete, is expected to contain 113 manufactured
home sites situated on approximately 61 acres.

 References
in this report to the Company's joint venture relationship with Nuveen are intended to refer to its ongoing relationship with
Nuveen.

 The
Company accounts for its joint venture with Nuveen Real Estate under the equity method of accounting in accordance with ASC 323, "Investments
– Equity Method and Joint Ventures".

 NOTE
6 - OPPORTUNITY ZONE FUND

 In
July 2022, the Company invested $ 8.0
million, representing a portion of the capital gain the Company recognized as a result of the MREIC merger, in UMH OZ Fund, LLC
("OZ Fund"), a new entity formed by the Company. The OZ Fund was created to acquire, develop and redevelop manufactured
housing communities requiring substantial capital investment and located in areas designated as Qualified Opportunity Zones by the
Treasury Department pursuant to a program authorized under the 2017 Tax Cuts and Jobs Act to encourage long-term investment in
economically distressed areas. The OZ Fund was designed to allow the Company and other investors in the OZ Fund to defer the tax on
recently realized capital gains reinvested in the OZ Fund until December 31, 2026 and to potentially obtain certain other tax
benefits. UMH manages the OZ Fund and will receive certain management fees as well as a 15% carried interest in distributions by the
OZ Fund to the other investors (subject to first returning investor capital with a 5% preferred return). UMH will have a right of
first offer to purchase the communities from the OZ Fund at the time of sale at their then-current appraised value. On August 10,
2022, the Company, through the OZ Fund, acquired Garden View Estates, located in Orangeburg, South Carolina, for approximately $ 5.2
million. On January 19, 2023, the Company, through the OZ Fund, acquired Mighty Oak, located in Albany, Georgia, for approximately
$ 3.7
million (See Note 3). As of December 31, 2023, the Company's investment in the OZ Fund represented 77 %
of the total capital contributed to the OZ Fund and is consolidated in the Company's Consolidated Financial Statements. Other
investors in the OZ Fund include certain officers, directors and employees of the Company.

 - 83 -

 NOTE
7 – LOANS AND MORTGAGES PAYABLE

 Loans
Payable

 The
following is a summary of our loans payable as of December 31, 2023 and 2022 ( in thousands):

 SCHEDULE OF LOANS PAYABLE

 December

 December
 31, 2022

 Rate

 Rate

 Margin
 loan

 (1)

 $

 N/A

 $

 N/A

 Unsecured
 line of credit

 (2)

 70,000

 7.27
 %

 75,000

 5.88
 %

 Floorplan
 inventory financing

 (3)

 N/A

 64,126

 7.70
 %

 FirstBank
 rental home loan

 (4)

 24,683

 6.15
 %

 N/A

 FirstBank rental home line of credit

 (5)

 N/A

 5,100

 6.50
 %

 Triad
 rental home loan

 (6)

 N/A

 N/A

 OceanFirst
 notes receivable financing

 (7)

 N/A

 10,000

 7.50
 %

 Total
 Loans Payable

 94,683

 6.98
 %

 154,226

 6.76
 %

 Unamortized
 debt issuance costs

 ( 1,204
)

 ( 695
)

 Loans
 Payable, net of unamortized debt
 issuance costs

 $
 93,479

 7.07
 %

 $
 153,531

 6.79
 %

 (1)

 Collateralized
 by the Company's securities portfolio and is due on demand. The Company must maintain a coverage ratio of approximately 2
 times.

 (2)

 an unsecured line of credit facility syndicated with two banks. Interest is based on the Company's overall leverage ratio and is equal to the Secured Overnight Financing Rate ("SOFR")
plus 1.5 % to 2.20 %, or BMO's prime lending rate plus 0.50 % to 1.20 %, and maturity is November 7, 2026.

 (3)

 revolving credit agreements totaling $ 108.5 million with 21st Mortgage Corporation ("21st Mortgage"), Customers Bank,
 Northpoint Commercial Finance and Triad Financial Services ("Triad") to finance inventory purchases. Interest rates on
 these agreements range from prime minus 0.75 % to SOFR plus 4 %.

 (4)

 a term loan secured by rental homes and rental home leases, with a fixed interest rate of 6.15 % and a maturity of date of May 10,
 2028.

 (5)

 a $ 25 million revolving line of credit secured by rental homes and their leases with a 5 -year term and a variable interest rate of
 prime.

 (6)

 a $ 30 million revolving line of credit secured by rental homes and rental home leases, with an interest rate of prime plus 0.25%,
 with a minimum of 5%.

 (7)

 a revolving line of credit secured by eligible notes receivable, with an interest rate of prime with a floor of 4.75 %.

 On
March 9, 2023, the Company entered into a $ 30 million revolving line of credit with Triad secured by rental homes and rental home leases,
with an interest rate of prime plus 0.25 %, with a minimum of 5 %.

 The
Company had a $ 20 million revolving line of credit with OceanFirst Bank ("OceanFirst Line") secured by the Company's
eligible notes receivable. Interest was at prime with a floor of 3.25 % with a maturity date which was extended to June 1, 2023. On July
19, 2023, the Company amended the OceanFirst Line from $ 20 million to $ 35 million. Interest is at prime with a floor of 4.75 %. This line
is secured by the Company's eligible notes receivable. The amendment also extended the maturity date to June 1, 2025.

 The
Company had a $ 20 million revolving line of credit with FirstBank secured by rental homes and rental home leases in several of our manufactured
home communities, expandable to $ 30 million with an accordion feature. The facility had a maturity date of November 29, 2022, which was
extended to November 29, 2023. Interest was payable at prime plus 25 basis points with a floor of 3.5%, adjusted on the first day of
each calendar quarter. On May 12, 2023, the Company entered into a $ 25 million term loan with FirstBank. The term loan has a 5 -year term
with a fixed interest rate of 6.15 %. The term loan is secured by rental homes, and their leases, in various communities throughout our
portfolio. Additionally, the Company entered into a new $ 25 million revolving line of credit secured by rental homes and their leases.
This new line of credit also has a 5 -year term and a variable rate tied to Prime, adjusted on the first day of each calendar quarter.

 - 84 -

 Unsecured
Line of Credit

 On
November 7, 2022, the Company entered into the Second Amended and Restated Credit Agreement (the "Amendment") to expand and
extend its existing unsecured revolving credit facility (the "Facility"). The expanded Facility is syndicated with two banks,
BMO and JPMorgan, as joint arrangers and joint book runners, with Bank of Montreal as administrative agent. The Second Amended Credit
Agreement provides for an increase from $ 75 million in available borrowings to $ 100 million in available borrowings with a $ 400 million
accordion feature, bringing the total potential availability up to $ 500 million, subject to certain conditions including obtaining commitments
from additional lenders. The Second Amended Credit Agreement also extends the maturity date of the Facility from November 29, 2022 to
November 7, 2026, with a further one-year extension available at the Company's option, subject to certain conditions including
payment of an extension fee. Availability under the amended Facility is limited to 60% of the value of the unencumbered communities which
the Company has placed in the Facility's unencumbered asset pool ("Borrowing Base"). The value of the Borrowing Base
communities is based on a capitalization rate of 6.5% applied to the Net Operating Income ("NOI") generated by the communities
in the Borrowing Base. Interest rates on borrowings are based on the Company's overall leverage ratio and are equal to the Secured
Overnight Financing Rate ("SOFR") plus 1.50% to 2.20%, or BMO's prime lending rate plus 0.50% to 1.20%, which results
in an interest rate of 7.27 % and 5.88 % at December 31, 2023 and 2022, respectively.

 On
February 24, 2023, the Company amended the Facility to expand available borrowing capacity from $ 100
million to $ 180
million.

 The
aggregate principal payments of all loans payable, including the Credit Facility, are scheduled as follows (in thousands):

 SCHEDULE OF AGGREGATE PRINCIPAL PAYMENTS OF ALL LOANS PAYABLE INCLUDING CREDIT FACILITY

 2024

 $

 Year Ended December 31,

 2024

 $

 2025

 2026

 70,741

 2027

 2028

 21,805

 Thereafter

 Total Loans Payable

 94,683

 Unamortized debt issuance costs

 ( 1,204
)

 Loans Payable, net of unamortized debt issuance costs

 $
 93,479

 Series
A Bonds

 On
February 6, 2022, the Company issued $ 102.7 million of its new 4.72 % Series A Bonds due 2027, or the 2027 Bonds, in an offering to investors
in Israel. The Company received $ 98.7 million, net of offering expenses. The 2027 Bonds are unsecured obligations of the Company denominated
in Israeli shekels (NIS) and were issued pursuant to a Deed of Trust dated January 31, 2022 between the Company and Reznik Paz Nevo Trusts
Ltd., an Israeli trust company, as trustee. The 2027 Bonds pay interest at a rate of 4.72 % per year. Interest on the 2027 Bonds is payable
semi-annually on August 31, 2022, and on February 28 and August 31 of the years 2023-2026 (inclusive) and on the final maturity date
of February 28, 2027. The principal and interest will be linked to the U.S. Dollar. In the event of a future downgrade by two or more
notches in the rating of the 2027 Bonds or a failure by the Company to comply with certain covenants in the Deed of Trust, the interest
rate on the 2027 Bonds will be subject to increase. However, any such increases, in the aggregate, would not exceed 1.25 % per annum.
As of December 31, 2023, the Company is in compliance with these covenants.

 Under
the Deed of Trust, the Company has the right to redeem the 2027 Bonds, in whole or in part, at any time on or after 60 days from February
9, 2022, the date on which the 2027 Bonds were listed for trading on the Tel Aviv Stock Exchange (the "TASE"). Any such voluntary
early redemption by the Company will require payment of the applicable early redemption amount calculated in accordance with the Deed
of Trust. The Company does not currently intend to redeem the 2027 Bonds. Upon the occurrence of an event of default or certain other
events, including a delisting of the 2027 Bonds by the TASE, the Company may be required to effect an early repayment or redemption of
all or a portion of the 2027 Bonds at their par value plus accrued and unpaid interest. The Deed of Trust permits the Company, subject
to certain conditions, to issue additional 2027 Bonds without obtaining approval of the holders of the 2027 Bonds.

 - 85 -

 The
2027 Bonds are general unsecured obligations of the Company and rank equal in right of payment with all of the Company's existing
and future unsecured indebtedness. The Deed of Trust includes certain customary covenants, including financial covenants requiring the
Company to maintain certain ratios of debt to net operating income, to shareholders' equity and to earnings, and customary events
of default. The 2027 Bonds were offered solely to investors outside the United States and were not offered to, or for the account or
benefit of, U.S. Persons (as defined in Regulation S under the Securities Act of 1933).

 Mortgages
Payable

 Mortgages
Payable represents the principal amounts outstanding, net of unamortized debt issuance costs. Interest is payable on these mortgages
at fixed rates ranging from 2.62 % to 6.74 %. The weighted average interest rate was 4.2 % and 4.0 % as of December 31, 2023 and 2022, respectively,
including the effect of unamortized debt issuance costs. The weighted average interest rate was 4.2 % and 3.9 % as of December 31, 2023
and 2022, respectively, not including the effect of unamortized debt issuance costs. The weighted average loan maturity of the mortgages
payable was 5.3 and 5.1 years at December 31, 2023 and 2022, respectively.

 The
following is a summary of mortgages payable at December 31, 2023 and 2022 (in thousands):

 SCHEDULE OF MORTGAGES PAYABLE

 At
 December 31, 2023

 Balance
 at December 31,

 Property

 Due
 Date

 Rate

 2023

 2022

 10/01/25

 4.06
 %

 $
 11,676

 $
 11,992

 3.92
 %

 2,405

 2,473

 Candlewick
 Court

 4.10
 %

 3,897

 4,002

 08/19/25

 3.00
 %

 4,028

 4,311

 3.71
 %

 10,357

 10,662

 Mobile Home Resort

 10/01/25

 4.06
 %

 3,064

 3,147

 3.92
 %

 6,595

 6,783

 D
 & R Village

 03/01/25

 3.85
 %

 6,635

 6,828

 Fairview
 Manor

 11/01/26

 3.85
 %

 14,024

 14,388

 Fohl

 11/22/32

 5.93
 %

 9,373

 9,490

 Park Village

 4.10
 %

 7,266

 7,463

 Friendly

 06/06/23

 4.618
 %

 6,382

 Hayden

 3.92
 %

 1,812

 1,864

 06/01/27

 4.12
 %

 14,727

 15,080

 4.10
 %

 6,915

 7,102

 Village- IN

 11/01/25

 3.96
 %

 7,413

 7,616

 Holly
 Acres Estates

 09/01/31

 3.21
 %

 5,785

 5,910

 3.92
 %

 3,503

 3,603

 Lake
 Erie Estates

 07/06/25

 5.16
 %

 2,491

 2,549

 Lake
 Sherman Village

 4.10
 %

 4,805

 4,935

 Northtowne

 09/06/26

 4.45
 %

 11,057

 11,322

 Oak
 Tree

 12/15/32

 5.60
 %

 11,843

 12,000

 Falls

 3.98
 %

 1,814

 1,865

 07/01/29

 3.41
 %

 14,321

 14,659

 Perrysburg

 09/06/25

 4.98
 %

 1,459

 1,493

 Pikewood
 Manor

 11/29/28

 6.74
 %

 13,049

 13,414

 Shady
 Hills

 3.92
 %

 4,320

 4,444

 Suburban

 10/01/25

 4.06
 %

 4,868

 5,000

 Sunny
 Acres

 10/01/25

 4.06
 %

 5,419

 5,566

 3.92
 %

 2,880

 2,963

 Twin
 Oaks

 10/01/29

 3.37
 %

 5,553

 5,683

 Hills

 06/01/26

 4.32
 %

 3,005

 3,080

 06/01/26

 4.38
 %

 4,096

 4,197

 Weatherly

 3.92
 %

 7,028

 7,229

 Wellington

 02/01/23

 6.35
 %

 2,144

 Woods
 Edge

 01/07/26

 3.25
 %

 4,973

 5,306

 Worthington
 Arms

 4.10
 %

 8,147

 8,369

 (2 properties)

 02/01/27

 4.56
 %

 12,512

 12,799

 (2 properties)

 08/01/28

 4.27
 %

 12,145

 12,408

 (2 properties)

 07/01/29

 3.41
 %

 20,936

 21,430

 (4 properties)

 07/01/23

 4.975
 %

 7,230

 (4 properties) +

 10/01/32

 5.24
 %

 33,467

 34,027

 (6 properties)

 08/01/27

 4.18
 %

 11,765

 12,048

 (8 properties)

 01/01/34

 5.97
 %

 57,743

 (13 properties)

 03/01/23

 4.065
 %

 43,037

 (28 properties) *

 09/01/30

 4.25
 %

 23,949

 24,935

 (28 properties)

 09/01/30

 2.62
 %

 98,015

 100,481

 Total
 Mortgages Payable

 501,135

 513,709

 Unamortized
 debt issuance costs

 ( 4,652
)

 ( 4,771
)

 Total
 Mortgages Payable, net of unamortized debt issuance costs

 $
 496,483

 $
 508,938

 +
 Represents one mortgage payable secured by four properties and one mortgage payable secured by the rental homes therein.

 *
 Rental home addition
to the Fannie Mae credit facility consisting of 28 properties.

 - 86 -

 At
December 31, 2023 and 2022, mortgages were collateralized by real property with a carrying value of $ 1.0 billion and $ 1.1 billion, respectively,
before accumulated depreciation and amortization. Interest costs amounting to $ 5.0 million, $ 2.7 million and $ 1.5 million were capitalized
during 2023, 2022 and 2021, respectively, in connection with the Company's expansion program. At December 31, 2023, the Company
owned 135 communities of which 48 are unencumbered.

 Recent
Financing Transactions

the year ended December 31, 2023

 On
December 14, 2023, the Company completed the addition of eight communities to its Fannie Mae credit facility through Wells Fargo Bank,
N.A., for total proceeds of approximately $ 57.7 million. This interest only 5.97 % fixed rate loan has a 10-year term with a maturity
date of January 1, 2034.

the year ended December 31, 2022

 In
August 2020, the Company financed 28 of its previously unencumbered communities, containing approximately 4,100 sites, under a Fannie
Mae credit facility through Wells Fargo Bank, N.A. for total proceeds of approximately $ 106 million. On March 15, 2022, the Company completed
the addition of approximately 1,100 homes to this credit facility for total proceeds of approximately $ 25.6 million. This addition is
coterminous with the remaining term of the existing facility, which matures in 2030. Interest is at a fixed rate of 4.25 %.

 On
September 26, 2022, the Company completed the addition of two tranches to its Fannie Mae credit facility through Wells Fargo Bank, N.A.,
for total proceeds of approximately $ 34.0 million. One tranche consists of four communities (the "Community Tranche") and
the other tranche consists of approximately 250 homes located in those communities (the "Home Tranche"). Both tranches have
a loan term of 10 years with the Community Tranche amortizing over 30 years and the Home Tranche amortizing over 17 years. Interest is
at a fixed rate of 5.24 %.

 On
November 22, 2022, in conjunction with the acquisition of Fohl Village (See Note 3), the Company obtained a mortgage totaling $ 9.5 million
with OceanFirst Bank. The initial interest rate on this mortgage is fixed at 5.93 % until November 22, 2027 and then adjusted by adding
200 basis points to the weekly average yield on the U.S. Treasury Securities, adjusted to a constant maturity of 5 years, with a floor
of 4.5 %, through maturity date. This mortgage matures on November 22, 2032, with principal repayments based on a 30 -year amortization
schedule.

 On
December 15, 2022, in conjunction with the acquisition of Oak Tree (see Note 3), the Company obtained a mortgage totaling $ 12.0 million
with OceanFirst Bank. The initial interest rate on this mortgage is fixed at 5.6 % until December 15, 2027 and then adjusted by adding
200 basis points to the weekly average yield on the U.S. Treasury Securities, adjusted to a constant maturity of 5 years, with a floor
of 4.5 %, through maturity date. This mortgage matures on December 15, 2032, with principal repayments based on a 30 -year amortization
schedule.

 The
aggregate principal payments of all mortgages payable are scheduled as follows (in thousands):

 SCHEDULE OF AGGREGATE PRINCIPAL PAYMENTS OF ALL MORTGAGES PAYABLE

 Year Ended December 31,

 2024

 $
 11,983

 2025

 138,373

 2026

 37,967

 2027

 42,673

 2028

 19,089

 Thereafter

 251,050

 Total

 $
 501,135

 - 87 -

 NOTE
8 – STOCK COMPENSATION PLAN

 On
May 31, 2023, the shareholders approved the UMH Properties, Inc. 2023 Equity Incentive Award Plan (the "2023 Plan"), authorizing
the grant of options, restricted stock or other stock-based awards to participants. The maximum number of shares available for grant
under the 2023 Plan is 2.2 million shares. The maximum number of shares underlying awards that may be granted in any one year to a participant
is 300,000 shares. Option awards are exercisable after one year of continued employment or service to the Company from the date of grant
and typically vest over five years, 20% per year on each anniversary date of grant. The option price shall not be below the fair market
value at date of grant.

 The
2023 Plan replaced the Company's Amended and Restated 2013 Incentive Award Plan ("A&R 2013 Plan"), which by its terms terminated with respect to new awards on June 13, 2023.
Outstanding grants under the A&R 2013 Plan will continue to be subject to the terms of the A&R 2013 Plan. No future awards will
be granted under the A&R 2013 Plan, except for those shares previously reserved for outstanding performance-based grants under the
A&R 2013 Plan.

 The
Compensation Committee has the exclusive authority to administer and construe the 2023 Plan and shall determine, among other things:
persons eligible for awards and who shall receive them; the terms and conditions of the awards; the time or times and conditions subject
to which awards may become vested, deliverable, exercisable, or as to which any may apply, be accelerated or lapse; and amend or modify
the terms and conditions of an award with the consent of the participant.

 Generally,
the term of any stock option may not be more than 10 years from the date of grant. The option price may not be below the fair market
value at date of grant. If and to the extent that an award made under the 2023 Plan is forfeited, expire unexercised, or settled in cash
in lieu of Shares, such Shares shall, to the extent of such forfeiture, expiration, or cash settlement, be available for future grants
of awards under the 2023 Plan.

 The
Company accounts for stock options and restricted stock in accordance with ASC 718-10, Compensation-Stock Compensation. ASC 718-10 requires
that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period).

 Stock
Options

the year ended December 31, 2023, sixty-nine employees were granted options to purchase a total of 1.4 million shares. During the year
ended December 31, 2022, forty-six employees were granted options to purchase a total of 570,800 shares. During the year ended December
31, 2021, forty-six employees were granted options to purchase a total of 767,900 shares. These grants vest ratably over five years.
The fair value of these options for the years ended December 31, 2023, 2022 and 2021 was approximately $ 4.2 million, $ 2.6 million and
$ 2.1 million, respectively, based on assumptions noted below and is being amortized over the vesting period. The remaining unamortized
stock option expense was $ 6.0 million as of December 31, 2023, which will be expensed ratably through 2028.

 The
Company calculates the fair value of each option grant on the grant date using the Black-Scholes option-pricing model which requires
the Company to provide certain inputs, as follows:

 The
 assumed dividend yield is based on the Company's expectation of an annual dividend rate for regular dividends over the estimated
 life of the option.

 Expected
 volatility is based on the historical volatility of the Company's stock over a period relevant to the related stock option
 grant.

 The
 risk-free interest rate utilized is the interest rate on U.S. Government Bonds and Notes having the same life as the estimated life
 of the Company's option awards.

 - 88 -

 Expected
 life of the options granted is estimated based on historical data reflecting actual hold periods.

 Estimated
 forfeiture is based on historical data reflecting actual forfeitures.

 The
fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted
average assumptions used for grants in the following years:

 SCHEDULE OF FAIR VALUE OF OPTION GRANT OF WEIGHTED-AVERAGE ASSUMPTIONS

 2023

 2022

 2021

 Dividend yield

 3.94
 %

 3.47
 %

 4.66
 %

 Expected volatility

 27.14
 %

 25.09
 %

 24.59
 %

 Risk-free interest rate

 3.59
 %

 2.63
 %

 1.44
 %

 Expected lives

 Estimated forfeitures

the year ended December 31, 2023, options to thirteen employees to purchase a total of 71,000 shares were exercised. During the year
ended December 31, 2022, options to fourteen employees to purchase a total of 404,160 shares were exercised. During the year ended December
31, 2021, options to thirty-five employees to purchase a total of 709,980 shares were exercised. During the year ended December 31, 2023,
options to two employees to purchase a total of 35,500 shares were expired or forfeited. During the year ended December 31, 2021, options
to one employee to purchase a total of 400 shares were forfeited.

 A
summary of the status of the stock options outstanding under the Company's stock compensation plans as of December 31, 2023, 2022
and 2021 and changes during the years then ended are as follows (in thousands):

 SCHEDULE OF STOCK OPTION PLANS AND CHANGES IN STOCK OPTIONS

 2023

 2022

 2021

 Exercise

 Exercise

 Exercise

 Price

 Price

 Price

 Outstanding at beginning of year

 3,490

 $
 15.96

 3,324

 $
 14.25

 3,266

 $
 12.03

 Granted

 1,359

 14.36

 22.88

 21.90

 Exercised

 ( 71
)

 10.34

 ( 404
)

 10.38

 ( 710
)

 12.11

 Forfeited

 ( 16
)

 18.15

 19.36

 Expired

 ( 20
)

 9.82

 Outstanding at end of year

 4,742

 15.74

 3,490

 15.96

 3,324

 14.25

 Options exercisable at end of year

 2,195

 1,879

 2,556

 Weighted average fair value of options granted during the year

 $
 3.10

 $
 4.50

 $
 2.77

 - 89 -

 The
following is a summary of stock options outstanding as of December 31, 2023 (in thousands):

 SUMMARY OF STOCK OPTIONS OUTSTANDING

 Date of Grant

 Number of Employees

 Number of Shares

 Option Price

 Expiration Date

 04/05/16

 9.77

 04/05/24

 01/19/17

 14.25

 01/19/27

 04/04/17

 15.04

 04/04/27

 04/02/18

 13.09

 04/02/28

 07/09/18

 15.75

 07/09/28

 12/10/18

 12.94

 12/10/28

 01/02/19

 11.42

 01/02/29

 04/02/19

 13.90

 04/02/29

 01/17/20

 *

 16.37

 01/17/30

 03/25/20

 *

 9.70

 03/25/30

 05/20/20

 *

 11.80

 05/20/30

 03/18/21

 *

 19.36

 03/18/31

 07/14/21

 *

 22.57

 07/14/31

 03/28/22

 *

 23.81

 03/28/32

 09/09/22

 *

 18.52

 09/09/32

 03/21/23

 1,354
 *

 14.36

 03/21/33

 4,742

 *
 From the date of grant, 20% becomes exercisable each year, over
 5 years.

 The
aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of
the Company's Common Stock for the options that were in-the-money. The aggregate intrinsic value of options outstanding as of December
31, 2023, 2022 and 2021 was $ 7.3 million, $ 8.2 million and $ 42.9 million, respectively, of which $ 4.5 million, $ 5.5 million and $ 39.9
million relate to options exercisable. The intrinsic value of options exercised in 2023, 2022 and 2021 was $ 418,000, $ 373,000 and $ 3.6
million, respectively, determined as of the date of option exercise. The weighted average remaining contractual term of the above options
was 6.8, 6.7 and 7.6 years as of December 31, 2023, 2022 and 2021, respectively. For the years ended December 31, 2023, 2022 and 2021,
amounts charged to stock compensation expense relating to stock option grants, which is included in general and administrative expenses,
totaled $ 1.8 million, $ 1.3 million and $ 325,000, respectively.

 Restricted
Stock

 On
January 29, 2021, the Company awarded special restricted stock grants totaling 146,572
shares to five employees for their successful efforts on the August
2020 groundbreaking Federal National Mortgage Association ("Fannie Mae") financing at 2.62%, the proceeds of which were
used to redeem our 8% Series B Cumulative Redeemable Preferred Stock, Liquidation Preference $ 25.00
per share. The grant date fair value of the restricted stock grants awarded on January 29, 2021 was $ 4.3
million, which was expensed over the vesting period. Vesting of these grants was subject to both time and performance-based vesting
criteria as follows:

 SCHEDULE OF PERFORMANCE-BASED VESTING CRITERIA

 Vesting
 Date

 Performance
 Goal to be Met (1)

 Percent
 of Shares Vested

 June
 30, 2023

 Growth
 in cumulative Normalized Funds from Operations ("Normalized FFO") over the past 3 years is 2% or greater

 100 %

 June
 30, 2023

 Growth
 in cumulative Normalized FFO over the past 3 years is 5% or greater

 Bonus
 of 50% of the Restricted Stock (total of 150 %)

 June
 30, 2023

 Growth
 in cumulative Normalized FFO over the past 3 years is 20% or greater

 Bonus
 of 100% of the Restricted Stock (total of 200 %)

 (1)
 Growth in cumulative
Normalized FFO is measured as the trailing 12-month Normalized FFO per share at June 30, 2023 divided by the trailing 12-month Normalized
FFO per share at June 30, 2020, which amount is $ 0.64 /share at June 30, 2020.

 - 90 -

 As
of June 30, 2023, the growth in cumulative Normalized FFO per share over the past 3 years was over 20 %. The original grant of 146,572
shares vested on August 10, 2023 with a bonus of 100 %.

 On
January 11, 2023, the Company awarded a total of 25,000 shares of restricted stock to five employees. On March 21, 2023, the Company
awarded a total of 98,500 shares of restricted stock to two employees, pursuant to their employment agreements. On January 12, 2022,
the Company awarded a total of 25,000 shares of restricted stock to five employees. On March 25, 2022, the Company awarded a total of
 78,000 shares of restricted stock to two employees, pursuant to their employment agreements. On January 13, 2021, the Company awarded
a total of 25,000 shares of restricted stock to five employees. On March 18, 2021, the Company awarded a total of 108,500 shares of restricted
stock to four employees. The grant date fair value of the restricted stock grants awarded to participants (other than the performance
based awards granted in January 2021) was $ 1.8 million, $ 2.5 million and $ 2.5 million for the years ended December 31, 2023, 2022 and
2021, respectively. These grants primarily vest ratably over five years. As of December 31, 2023, there remained a total of $ 4.4 million
of unrecognized restricted stock compensation related to outstanding non-vested restricted stock grants awarded and outstanding at that
date. Restricted stock compensation is expected to be expensed over a remaining weighted average period of 3.2 years. For the years ended
December 31, 2023, 2022 and 2021, amounts charged to stock compensation expense related to restricted stock grants, which is included
in general and administrative expenses, totaled $ 3.1 million, $ 3.7 million and $ 3.1 million, respectively.

 A
summary of the status of the Company's non-vested restricted stock awards as of December 31, 2023, 2022 and 2021, and changes during
the year ended December 31, 2023, 2022 and 2021 are presented below (in thousands):

 SCHEDULE OF NONVESTED RESTRICTED STOCK AWARDS

 2023

 2022

 2021

 Grant Date

 Grant Date

 Grant Date

 Fair
 Value

 Fair Value

 Fair Value

 Non-vested at beginning of year

 $
 17.58

 $
 16.66

 $
 13.69

 Granted

 16.52

 23.98

 16.51

 Dividend Reinvested Shares

 14.57

 18.10

 21.68

 Vested

 ( 262
)

 15.65

 ( 86
)

 20.69

 ( 73
)

 8.48

 Non-vested at end of year

 $
 18.41

 $
 17.58

 $
 16.66

 Other
Stock-Based Awards

 Effective
June 20, 2018, a portion of our quarterly directors' fee was paid with our unrestricted Common Stock. During 2023, 32,346 unrestricted
shares of Common Stock were granted as directors' fees with a weighted average fair value on the grant date of $ 15.31 per share.
During 2022, 21,492 unrestricted shares of Common Stock were granted as directors' fees with a weighted average fair value on the
grant date of $ 20.94 per share. During 2021, 16,500 unrestricted shares of Common Stock were granted as directors' fees with a
weighted average fair value on the grant date of $ 14.78 per share.

 As
of December 31, 2023, there were 2.2 million shares available for grant as stock options, restricted stock or other stock-based awards
under the 2023 Plan.

 Subsequent to year end, on
January 10, 2024, the Company awarded 26,000
shares of restricted stock to six employees. These grants vest ratably over five years.

 NOTE
9 – 401(k) PLAN

 All
full-time employees who are over 21 years old are eligible for the Company's 401(k) Plan ("Plan"). Under this Plan,
an employee may elect to defer his/her compensation, subject to certain maximum amounts, and have it contributed to the Plan. Employer
contributions to the Plan are at the discretion of the Company. During 2023, 2022 and 2021, the Company made matching contributions to
the Plan of up to 100% of the first 3% of employee salary and 50% of the next 2% of employee salary. The total expense relating to the
Plan, including matching contributions amounted to $ 991,000, $ 984,000 and $ 752,000 in 2023, 2022 and 2021, respectively.

 - 91 -

 NOTE
10 – RELATED PARTY TRANSACTIONS AND OTHER MATTERS

 Transactions
with Monmouth Real Estate Investment Corporation

2022, the Company realized a gain of approximately $ 30.7 million as a result of the MREIC merger (See Note 4).

 Employment
Agreements

 On
January 11, 2023, the Company entered into employment agreements with Mr. Samuel A. Landy, Ms. Anna T. Chew, Mr. Craig Koster and
Mr. Brett Taft. The agreements are effective as of January 1, 2023 and have initial terms of three years which will be renewed
automatically thereafter for additional successive one (1) year terms commencing on the third anniversary and each subsequent
anniversary of the effective date unless otherwise terminated pursuant to the terms of each agreement. The agreements provide for
base compensation, incentive cash bonuses, long term equity compensation awards, which shall be subject to performance-based and
time-based vesting requirements, compensation on termination, including a termination not for cause or voluntary resignation for
good reason following a change of control, and certain customary fringe benefits, including vacation, life insurance and health
benefits and the right to participate in the Company's 401(k) retirement plan.

 Other
Matters

 Mr.
Eugene W. Landy, the Founder and Chairman of the Board of Directors of the Company, owned a 24 %
interest in the entity that is the landlord of the property where the Company's corporate office space is located. As of
January 2023, Mr. Eugene Landy transferred this ownership to his son, Mr. Samuel A. Landy, the President and Chief Executive Officer
and a director of the Company, and other family members. The lease of the Company's corporate office space extends through
April 30, 2027 and requires monthly lease payments of $ 23,098
through April 30, 2022 and $ 23,302
from May 1, 2022 through April 30, 2027. The Company is also responsible for its proportionate share of real estate taxes and common
area maintenance. Management believes that the aforesaid rents are no more than what the Company would pay for comparable space
elsewhere.

 Further,
Mr. Eugene W. Landy owns a 9.6 %
interest, Mr. Samuel A. Landy owns a 4.8 %
interest, Mr. Daniel Landy, who is also an officer of the Company and is Samuel A. Landy's son, owns a 0.96 %
interest, and the Samuel Landy Family Limited Partnership (of which Daniel Landy is the sole general partner) owns a 0.96 %
interest in the OZ Fund. In addition, one of the Company's independent directors owns a 0.96 %
interest in the OZ Fund.

 In November
2023, sixty-one acres of
land located in Honey Brook, Pennsylvania, previously owned by the Company, with a carrying value cost basis of $ 3.8
million was contributed to the new joint venture entity with Nuveen for the development of a new manufactured housing community,
which, once complete, is expected to contain 113
sites. The Company was reimbursed by Nuveen for 60 %
of the carrying value of this land.

 NOTE
11 – SHAREHOLDERS' EQUITY

 On
January 10, 2023, the Company filed with the State Department of Assessments and Taxation of the State of Maryland ("SDAT")
articles supplementary reclassifying and designating 4,400,000 shares of the Company's Common Stock, par value $ 0.10 per share
("Common Stock") as shares of Series D Preferred Stock, par value $ 0.10 per share ("Series D Preferred Stock").
On May 18, 2023, the Company filed with the SDAT articles supplementary reclassifying 199,331 authorized unissued shares of the Corporation's
 8.00 % Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock") and 3,866,000 authorized unissued shares
of the Corporation's 6.75 % Series C Cumulative Redeemable Preferred Stock ("Series C Preferred Stock") as authorized
shares of the Corporation's Common Stock. After giving effect to these articles supplementary, the authorized capital stock of
the Company consisted of 170,413,800 shares, classified as 153,713,800 shares of Common Stock, 13,700,000 shares of Series D Preferred
Stock, and 3,000,000 shares of excess stock, par value $ 0.10 per share. The excess stock is designed to help us protect our status as a REIT under the Internal Revenue Code.

Stock

 On
February 8, 2022, the Company's Common Stock was approved for listing on the TASE. Trading of the Common Stock on the TASE began
on February 9, 2022. The Company's Common Stock continues to be listed on the NYSE.

 - 92 -

 The
Company has a Dividend Reinvestment and Stock Purchase Plan ("DRIP"), as amended. Under the terms of the DRIP, shareholders
who participate may reinvest all or part of their dividends in additional shares of the Company at a discounted price (approximately
 95 % of market value) directly from the Company, from authorized but unissued shares of the Company's Common Stock. Shareholders
may also purchase additional shares at this discounted price by making optional cash payments monthly. Optional cash payments must be
not less than $ 500 per payment nor more than $ 1,000 unless a request for waiver has been accepted by the Company.

 Amounts
received in connection with the DRIP for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):

 SCHEDULE OF AMOUNT RECEIVED IN CONNECTION WITH DRIP

 2023

 2022

 2021

 Amounts Received

 $
 9,046

 $
 7,808

 $
 9,773

 Less: Dividends Reinvested

 ( 2,652
)

 ( 2,783
)

 ( 3,506
)

 Amounts Received, net

 $
 6,394

 $
 5,025

 $
 6,267

 Number of Shares Issued

Stock At-The-Market Sales Program

 On
March 7, 2022, the Company entered into an Equity Distribution Agreement (the "2022 Common ATM Program") with BMO
Capital Markets Corp., J.P. Morgan Securities LLC, B. Riley Securities, Inc., Compass Point Research & Trading, LLC and Janney
Montgomery Scott LLC, as distribution agents (the "Distribution Agents") under which the Company was permitted to offer
and sell shares of the Company's Common Stock, having an aggregate sales price of up to $ 150
million from time to time through the Distribution Agents, as agents or principals. Sales of the shares of Common Stock under the
2022 Common ATM Program were made in "at the market offerings" as defined in Rule 415 under the Securities Act of 1933,
as amended (the "Securities Act"), including, without limitation, sales made directly on or through the New York Stock
Exchange (the "NYSE") or any other existing trading market for the Common Stock or to or through a market maker or any
other method permitted by law, including, without limitation, negotiated transactions and block trades. The 2022 Common ATM Program replaced the Company's previous Common Stock ATM Program. During
2023, 2.1
million shares of Common Stock were issued and sold under the 2022 Common ATM Program at a weighted average price of $ 16.77
per share, generating gross proceeds of $ 35.6
million and net proceeds of $ 35.1
million, after offering expenses.

 On
April 4, 2023, the Company entered into a new equity distribution agreement (the "2023 Common ATM Program") with the
Distribution Agents and terminated the 2022 Common ATM Program. Under the 2023 Common ATM Program, the Company may offer and sell
shares of the Company's Common Stock, having an aggregate sales price of up to $ 150
million from time to time through the Distribution Agents, as agents or principals. Sales of the shares of Common Stock under the
2023 Common ATM Program are made in "at the market offerings" as defined in Rule 415 under the Securities Act,
including, without limitation, sales made directly on or through the NYSE or any other existing trading market for the Common Stock
or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and
block trades. The Distribution Agents are not required to sell any specific number or dollar amount of securities, but will use
commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the
Distribution Agents and the Company. The Company began selling shares under the 2023 Common ATM Program on April 4, 2023 and through
December 31, 2023, 7.3
million shares of Common Stock were issued and sold at a weighted average price of $ 15.53
per share, generating gross proceeds of $ 113.0
million and net proceeds of $ 110.7
million, after offering expenses.

 Under
both the 2022 Common ATM Program and the 2023 Common ATM Program, for the year ended December 31, 2023, a total of 9.4 million shares
of Common Stock were issued and sold at a weighted average price of $ 15.81 per share, generating gross proceeds of $ 148.6 million and
net proceeds of $ 145.8 million, after offering expenses.

 As
of December 31, 2023, $ 37.0 million of common stock remained eligible for sale under the 2023 Common ATM Program.

 - 93 -

 Issuer
Purchases of Equity Securities

 On
January 11, 2023, the Board of Directors reaffirmed our Common Stock Repurchase Program (the "Repurchase Program") that authorized
us to repurchase up to $ 25 million in the aggregate of the Company's Common Stock. Purchases under the Repurchase Program were
permitted to be made using a variety of methods, which may include open market purchases, privately negotiated transactions or block
trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations.
The size, scope and timing of any purchases would be based on business, market and other conditions and factors, including price, regulatory
and contractual requirements or consents, and capital availability. The Repurchase Program did not require the Company to acquire any
particular amount of Common Stock and may be suspended, modified or discontinued at any time at the Company's discretion without
prior notice. Although the Repurchase Program remains in effect, the Company did not make any repurchases of Common Stock during 2023.

Stock

 6.75%
Series C Cumulative Redeemable Preferred Stock

 On
July 26, 2022, the Company voluntarily redeemed all 9.9 million issued and outstanding shares of its 6.75 % Series C Preferred Stock at
a redemption price equal to the $ 25.00 per share liquidation preference plus accrued and unpaid dividends to, but not including, the
July 26, 2022 redemption date in an amount of $ 0.2578 per share, for a total payment of $ 25.2578 per share, or $ 249.6 million in aggregate.
As a result of our redemption, the Company recognized a preferred share redemption charge of approximately $ 8.2 million in 2022, primarily
related to the original issuance costs.

 6.375%
Series D Cumulative Redeemable Preferred Stock

 On
January 22, 2018, the Company issued 2 million shares of its Series D Preferred Stock at an offering price of $ 25.00 per share in an
underwritten registered public offering. The Company received net proceeds from the sale of these 2 million shares, after deducting the
underwriting discount and other estimated offering expenses, of approximately $ 48.2 million and has used the net proceeds of the offering
for general corporate purposes, which included the purchase of manufactured homes for sale or lease to customers, expansion of its existing
communities, acquisitions of additional properties and repayment of indebtedness on a short-term basis.

 Dividends
on the Series D Preferred Stock shares are cumulative from January 22, 2018 and are payable quarterly in arrears on March 15, June 15,
September 15, and December 15 at an annual rate of $1.59375 per share.

 The
Series D Preferred Stock, par value $ 0.10 per share, has no maturity and will remain outstanding indefinitely unless redeemed or otherwise
repurchased. On and after January 22, 2023, the Series D Preferred Stock is redeemable at the Company's option for cash, in whole
or, from time to time, in part, at a price per share equal to $ 25.00, plus all accrued and unpaid dividends (whether or not declared)
to the date of redemption.

 Upon
the occurrence of a Delisting Event or Change of Control, each as defined in the Prospectus pursuant to which the shares of Series D
Preferred Stock were offered, each holder of the Series D Preferred Stock will have the right to convert all or part of the shares of
the Series D Preferred Stock held into Common Stock of the Company, unless the Company elects to redeem the Series D Preferred Stock.

 Holders
of the Series D Preferred Stock generally have no voting rights, except if the Company fails to pay dividends for nine or more quarterly
periods, whether or not consecutive, or with respect to certain specified events.

2023, 2022 and 2021, the Company sold additional shares of Series D Preferred Stock pursuant to its at-the-market sales programs, and
amended its charter in connection therewith, as described below.

 - 94 -

Stock At-The-Market Sales Programs

 On
July 22, 2020, the Company entered into a Preferred Stock At-The-Market Sales Program (the "2020 Preferred ATM Program")
with B. Riley Securities, Inc., as distribution agent ("B. Riley"), under which the Company may offer and sell shares of
the Company's Series C Preferred Stock and/or Series D Preferred Stock, having an aggregate sales price of up to $ 100
million. Sales of shares under the 2020 Preferred ATM Program are made in "at the market offerings" as defined in Rule
415 under the Securities Act, including, without limitation, sales made directly on or through the NYSE, or on any other existing
trading market for the Series C Preferred Stock or Series D Preferred Stock, as applicable, or to or through a market maker or any
other method permitted by law, including, without limitation, negotiated transactions and block trades. On July 26, 2022, the
Company redeemed all of its issued and outstanding shares of its Series C Preferred Stock and therefore, in light of the redemption,
disclosed that the Company does not intend to issue any new shares of Series C Preferred Stock. During January 2023, the Company
issued and sold 126,000
shares of Series D Preferred Stock under the 2020 Preferred ATM Program at a weighted average price of $ 22.25
per share, generating total gross and net proceeds, of $ 2.8
million.

 On
January 10, 2023, the Company entered into a new At Market Issuance Sales Agreement (the "2023 Preferred ATM Program") with
B. Riley and terminated the use of the 2020 Preferred ATM Program. Under the 2023 Preferred ATM Program, the Company may offer and sell
shares of the Company's Series D Preferred Stock, having an aggregate sales price of up to $ 100 million from time to time through
B. Riley, as agent or principal. Sales of the shares of Series D Preferred Stock in the 2023 Preferred ATM Program will be in "at
the market offerings" as defined in Rule 415 under the Securities Act, including, without limitation, sales made directly on or
through the NYSE or on any other existing trading market for the Series D Preferred Stock, as applicable, or to or through a market maker
or any other method permitted by law, including, without limitation, negotiated transactions and block trades. B. Riley 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 B. Riley and the Company. The Company began selling shares under the 2023
Preferred ATM Program on January 10, 2023 and through December 31, 2023, 2.5 million shares of Series D Preferred Stock were issued and
sold at a weighted average price of $ 21.86 per share, generating gross proceeds of $ 53.9 million and net proceeds of $ 52.9 million, after
offering expenses.

 Under
both the 2020 Preferred ATM Program and the 2023 Preferred ATM Program, for the year ended December 31, 2023, a total of 2.6 million
shares of Series D Preferred Stock were issued and sold at a weighted average price of $ 21.88 per share, generating gross proceeds of
$ 56.7 million and net proceeds of $ 55.7 million, after offering expenses.

 As
of December 31, 2023, $ 46.1 million in shares of Series D Preferred Stock remained eligible for sale under the 2023 Preferred ATM Program.

 NOTE
12 – DISTRIBUTIONS

Stock

 The
following cash distributions, including dividends reinvested, were paid to common shareholders during the years ended December 31, 2023,
2022 and 2021 (in thousands except per share amounts):

 SUMMARY OF PAYMENT OF DISTRIBUTIONS TO SHAREHOLDERS

 2023

 2022

 2021

 Quarter Ended

 Per Share

 Per Share

 Per Share

 March 31

 $
 12,226

 $
 0.205

 $
 10,406

 $
 0.20

 $
 8,048

 $
 0.19

 June 30

 12,460

 0.205

 10,890

 0.20

 8,629

 0.19

 September 30

 13,419

 0.205

 10,960

 0.20

 9,016

 0.19

 December 31

 13,619

 0.205

 11,154

 0.20

 9,327

 0.19

 $
 51,724

 $
 0.82

 $
 43,410

 $
 0.80

 $
 35,020

 $
 0.76

 These
amounts do not include the discount on shares purchased through the Company's DRIP.

 On
January 10, 2024, the Board of Directors declared a quarterly dividend of $ 0.205 per share on the Company's Common Stock payable
 March 15, 2024 to shareholders of record as of the close of business on February 15, 2024.

 - 95 -

Stock

 The
following dividends were paid to holders of our Series C Preferred Stock during the years ended December 31, 2022 and 2021 (in thousands
except per share amounts):

 SUMMARY OF PAYMENT OF DIVIDENDS TO PREFERRED SHAREHOLDERS

 Declaration Date

 Record Date

 Payment Date

 Dividend per Share

 1/12/2022

 2/15/2022

 3/15/2022

 $
 4,170

 $

 4/1/2022

 5/16/2022

 6/15/2022

 4,170

 7/1/2022

 8/15/2022

 9/15/2022

 2,548

 0.257800

 $
 10,888

 $
 1.101550

 1/15/2021

 2/16/2021

 3/15/2021

 $
 4,170

 $

 4/1/2021

 5/17/2021

 6/15/2021

 4,170

 7/1/2021

 8/15/2021

 9/15/2021

 4,170

 10/1/2021

 11/15/2021

 12/15/2021

 4,170

 $
 16,680

 $
 1.68750

 The
following dividends were paid to holders of our Series D Preferred Stock during the years ended December 31, 2023, 2022 and 2021 (in
thousands except per share amounts):

 Declaration Date

 Record Date

 Payment Date

 Dividend per Share

 1/15/2023

 2/15/2023

 3/15/2023

 $
 3,836

 $

 4/1/2023

 5/15/2023

 6/15/2023

 4,051

 7/1/2023

 8/15/2023

 9/15/2023

 4,364

 10/3/2023

 11/15/2023

 12/15/2023

 4,472

 $
 16,723

 $
 1.59375

 1/12/2022

 2/15/2022

 3/15/2022

 $
 3,430

 $

 4/1/2022

 5/16/2022

 6/15/2022

 3,430

 7/1/2022

 8/15/2022

 9/15/2022

 3,430

 10/3/2022

 11/15/2022

 12/15/2022

 3,433

 $
 13,723

 $
 1.59375

 1/15/2021

 2/16/2021

 3/15/2021

 $
 2,869

 $

 4/1/2021

 5/17/2021

 6/15/2021

 3,430

 7/1/2021

 8/15/2021

 9/15/2021

 3,430

 10/1/2021

 11/15/2021

 12/15/2021

 3,430

 $
 13,159

 $
 1.59375

 On
January 10, 2024, the Board of Directors declared a quarterly dividend of $ 0.3984375 per share for the period from December 1, 2023 through
February 29, 2024, on the Company's Series D Preferred Stock payable March 15, 2024 to shareholders of record as of the close of
business on February 15, 2024.

 - 96 -

 NOTE
13 – FEDERAL INCOME TAXES

 Characterization
of Distributions

 The
following table characterizes the distributions paid for the years ended December 31, 2023, 2022 and 2021:

 SCHEDULE OF CHARACTERIZED DISTRIBUTIONS PAID PER COMMON SHARE

 2023

 2022

 2021

 Percent

 Percent

 Percent

 Common Stock

 Ordinary income

 $
 0.22256

 27.14
 %

 $

 %

 $
 0.024636

 3.24
 %

 Capital gains

 %

 %

 0.002008

 0.26
 %

 Return of capital

 0.59744

 72.86
 %

 0.80

 %

 0.733356

 96.50
 %

 $
 0.82

 %

 $
 0.80

 %

 $
 0.76

 %

 Preferred Stock - Series C

 Ordinary income

 $

 %

 $
 0.432071

 39.22
 %

 $
 1.560268

 92.46
 %

 Capital gains

 %

 %

 0.127232

 7.54
 %

 Return of capital

 %

 0.669479

 60.78
 %

 %

 $

 %

 $
 1.101550

 %

 $
 1.687500

 %

 Preferred Stock - Series D

 Ordinary income

 $
 1.593750

 100.0
 %

 $
 0.625130

 39.22
 %

 $
 1.473586

 92.46
 %

 Capital gains

 %

 %

 0.120164

 7.54
 %

 Return of capital

 %

 0.968620

 60.78
 %

 %

 $
 1.593750

 %

 $
 1.593750

 %

 $
 1.593750

 %

 In
addition to the above, taxable income from non-REIT activities conducted by S&F, a Taxable REIT Subsidiary ("TRS"), is
subject to federal, state and local income taxes. Deferred income taxes pertaining to S&F are accounted for using the asset and liability
method. Under this method, deferred income taxes are recognized for temporary differences between the financial reporting bases of assets
and liabilities and their respective tax bases and for operating loss and tax credit carryforwards based on enacted tax rates expected
to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is
more likely than not that they will be realized based on consideration of available evidence, including tax planning strategies and other
factors. For the years ended December 31, 2023 and 2021, S&F had operating losses for financial reporting purposes of $ 648,000 and
$ 1.4 million, respectively. For the year ended December 31, 2022, S&F had operating income for financial reporting purposes of $ 71,000.
Therefore, a valuation allowance has been established against any deferred tax assets relating to S&F. For the years ended December
31, 2023, 2022 and 2021, S&F recorded $ 68,000, $ 16,000 and $ 10,000, respectively, in federal, state and franchise taxes.

 NOTE
14 – COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

 The
Company is subject to claims and litigation in the ordinary course of business. Management does not believe that any such claim or litigation
will have a material adverse effect on the business, assets, or results of operations of the Company.

 - 97 -

 The
Company had an agreement with 21st Mortgage under which 21st Mortgage provided financing for home purchasers in the Company's communities.
The Company did not receive referral fees or other cash compensation under the agreement. If 21st Mortgage made loans to purchasers and
those purchasers defaulted on their loans and 21st Mortgage repossessed the homes securing such loans, the Company agreed to purchase
from 21st Mortgage each such repossessed home for a price equal to 80 % to 95 % of the amount under each such loan, subject to certain
adjustments. As of December 31, 2023, the total loan balance under this agreement was approximately $ 2.4 million. Additionally, 21st
Mortgage previously made loans to purchasers in certain communities we acquired. In conjunction with these acquisitions, the Company
has agreed to purchase from 21st Mortgage each repossessed home, if those purchasers default on their loans. The purchase price ranges
from 55 % to 100 % of the amount under each such loan, subject to certain adjustments. As of December 31, 2023, the total loan balance
owed to 21st Mortgage with respect to homes in these acquired communities was approximately $ 668,000. This program was terminated on
June 22, 2023. The Company's repurchase obligations for the outstanding loans that were originated by 21st Mortgage remain in effect.

 The
Company entered into a Manufactured Home Retailer Agreement (the "MHRA") with 21st Mortgage on January 24, 2023, under which
21st Mortgage provides financing for home purchasers in the Company's communities. 21st Mortgage has no recourse against the Company
under the MHRA except in instances where the Customer defaults before two scheduled monthly payments are paid by the purchaser and the
default is based on any dispute between S&F surrounding the terms or execution of the purchase and sale of the home. Upon such a
default, S&F is to take assignment of the loan from 21st Mortgage for the unpaid principal balance plus accrued interest. As of December
31, 2023, no loans have been originated under the MHRA.

 S&F
entered into a Chattel Loan Origination, Sale and Servicing Agreement ("COP Program") with Triad Financial Services, effective
January 1, 2016. Neither the Company, nor S&F, receive referral fees or other cash compensation under the agreement. Customer loan
applications are initially submitted to Triad for consideration by Triad's portfolio of outside lenders. If a loan application
does not meet the criteria for outside financing, the application is then considered for financing under the COP Program. If the loan
is approved under the COP Program, then it is originated by Triad, assigned to S&F and then assigned by S&F to the Company. Included
in Notes and Other Receivables is approximately $ 73.6 million of loans that the Company acquired under the COP Program as of December
31, 2023.

 The
Company and one of its subsidiaries are parties to a Limited Liability Company Agreement dated as of December 8, 2021 with an
affiliate of Nuveen, which governs the initial joint venture entity between the Company and Nuveen. The LLC Agreement provided for
the parties to initially fund up to $ 70
million of equity capital for acquisitions during a 24 -month
commitment period, with Nuveen having the option, subject to certain conditions, to elect to increase the parties' total
commitments by up to an additional $ 100
million and to extend the commitment period for up to an additional four
years. The Company is required to fund 40 %
of the committed capital and Nuveen is required to fund 60 %.
All such funding will be on a parity basis. Since the execution of the LLC Agreement, this joint venture entity has acquired two
properties. The Company and Nuveen have continued to seek, and are continuing to seek, opportunities to acquire additional
manufactured housing and/or recreational vehicle communities that are under development and/or newly developed and meet certain
other investment guidelines. The Company and Nuveen have informally agreed that any future acquisitions would be made by one or more
new joint venture entities to be formed for that purpose and that the existing joint venture entity formed in December 2021 will not
consummate additional acquisitions but will maintain its existing property portfolio. The Company and Nuveen also informally agreed
that, unless otherwise determined in connection with any specific future investment, capital for any such new joint venture entity
would continue to be funded 60 %
by Nuveen and 40 %
by the Company on a parity basis and that other terms would be similar to those of the LLC Agreement entered into in 2021, except that the
amounts of the parties' respective capital commitments will be determined on a property-by-property basis. In 2023, the
Company and Nuveen formed a new joint venture entity, governed by a new joint venture
agreement, focused on the
development of a new manufactured housing community located in Honey Brook, Pennsylvania. The community, once complete, is expected to contain 113
manufactured home sites situated on approximately 61
acres. As with the 2021 LLC Agreement, capital contributions to the joint venture entity formed for this project will be funded 60 % by Nuveen
and 40 % by the Company on a parity basis and the other terms (including restrictions on the Company's right to acquire manufacturing
housing communities that meet the LLC Agreement's investment guidelines without first offering Nuveen an opportunity to participate
in the acquisition) are similar to those set forth in the LLC Agreement entered into in 2021 (See Note 5).

 On
July 26, 2023, the Company entered into an agreement to purchase two manufactured home communities, located in Maryland, for approximately
$ 12.5 million. As of February 28, 2024 this transaction remains pending.

 - 98 -

 NOTE
15 - FAIR VALUE MEASUREMENTS

 The
Company follows ASC 825, Fair Value Measurements, for financial assets and liabilities recognized at fair value on a recurring basis.
The Company measures certain financial assets and liabilities at fair value on a recurring basis, including marketable securities. The
fair value of these certain financial assets and liabilities was determined using the following inputs at December 31, 2023 and 2022
 (in thousands):

 FINANCIAL ASSETS AND LIABILITIES RECOGNIZED AT FAIR VALUE ON A RECURRING BASIS

 Fair Value Measurements at Reporting Date Using

 Total

 Quoted Prices
 in Active
 Markets for
 Identical
 Assets
 (Level 1)

 Significant Other Observable Inputs (Level 2)

 Significant Unobservable Inputs
 (Level 3)

 December 31, 2023:

 Equity Securities - Preferred Stock

 $

 $

 $

 $

 Equity Securities - Common Stock

 34,059

 34,059

 Total

 $
 34,506

 $
 34,506

 $

 $

 December 31, 2022:

 Equity Securities - Preferred Stock

 $
 1,043

 $
 1,043

 $

 $

 Equity Securities - Common Stock

 41,135

 41,135

 Total

 $
 42,178

 $
 42,178

 $

 $

 In
addition to the Company's investment in marketable securities at fair value, the Company is required to disclose certain information
about fair values of its other financial instruments, as defined in ASC 825-10, Financial Instruments. Estimates of fair value are made
at a specific point in time, based upon, where available, relevant market prices and information about the financial instrument. Such
estimates do not include any premium or discount that could result from offering for sale at one time the Company's entire holdings
of a particular financial instrument. All of the Company's marketable securities have quoted market prices. However, for a portion
of the Company's other financial instruments, no quoted market value exists. Therefore, estimates of fair value are necessarily
based on a number of significant assumptions (many of which involve events outside the control of management). Such assumptions include
assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties, future
expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent
estimates only and, therefore, cannot be compared to the historical accounting model. Use of different assumptions or methodologies is
likely to result in significantly different fair value estimates.

 The
fair value of cash and cash equivalents and notes receivable approximates their current carrying amounts since all such items are short-term
in nature. The fair value of variable rate loans payable approximate their current carrying amounts since such amounts payable are at
approximately a weighted-average current market rate of interest. As of December 31, 2023, the estimated fair value of fixed rate mortgages
payable amounted to $ 489.8 million and the carrying value of fixed rate mortgages payable amounted to $ 501.1 million.

 NOTE
16 – SUPPLEMENTAL CASH FLOW INFORMATION

 Cash
paid for interest during the years ended December 31, 2023, 2022 and 2021 was $ 35.5 million, $ 27.0 million and $ 19.7 million, respectively.
Interest cost capitalized to land development during the years ended December 31, 2023, 2022 and 2021 was $ 5.0 million, $ 2.7 million
and $ 1.5 million, respectively.

the years ended December 31, 2023, 2022 and 2021, land development costs of $ 27.9 million, $ 26.3 million and $ 25.9 million, respectively
were transferred to investment property and equipment and placed in service.

the years ended December 31, 2023, 2022 and 2021, the Company had dividend reinvestments of $ 2.7 million, $ 2.8 million and $ 3.5 million,
respectively, which required no cash transfers.

 - 99 -

 NOTE
17 – SUBSEQUENT EVENTS

 Management
has evaluated subsequent events for disclosure and/or recognition in the financial statements through the date that the financial statements
were issued.

ATM Program

 Since
January 1, 2024, the Company issued and sold an additional 1.2 million shares of its Common Stock under the 2023 Common ATM Program at
a weighted average price of $ 15.37 per share, generating gross proceeds of $ 19.2 million and net proceeds of $ 18.9 million, after offering
expenses. As of February 28, 2024, $ 17.8 million of Common Stock remained eligible for sale under the 2023 Common ATM Program.

ATM Program

 Since
January 1, 2024, the Company issued and sold an additional 121,000
 shares of its Preferred Stock under the 2023
Preferred ATM Program at a weighted average price of $ 22.85
 per share, generating gross proceeds of $ 2.8
 million and net proceeds of $ 2.7
 million, after offering expenses. As of February
28, 2024, $ 43.3
 million of Preferred Stock remained eligible
for sale under the 2023 Preferred ATM Program.

 Restricted
Stock Awards

 On
January 10, 2024, the Company awarded 26,000 shares of restricted stock to six employees. The grant date fair value of these grants was
$ 411,000. These grants vest ratably over five years.

 Stock
Option Awards

 On
January 10, 2024, the Company awarded stock options to purchase 99,000 shares of common stock to nine non-employee members of our Board
of Directors. These grants vest ratably over five years.

 Loans
and Mortgages Payable

 On
February 1, 2024, the Company paid down $ 20 million on its unsecured line of credit.

 NOTE
18– PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

 The
following unaudited pro forma condensed financial information reflects the acquisitions during 2022 and through 2023. This information
has been prepared utilizing the historical financial statements of the Company and the effect of additional revenue and expenses from
the properties acquired during this period, after giving effect to certain adjustments including (a) rental and related income; (b) community
operating expenses; (c) interest expense resulting from the assumed increase in mortgages and loans payable related to the new acquisitions
and (d) depreciation expense related to the new acquisitions. The unaudited pro forma condensed financial information is not indicative
of the results of operations that would have been achieved had the acquisitions reflected herein been consummated on the dates indicated
or that will be achieved in the future (in thousands).

 SUMMARY
OF PRO FORMA FINANCIAL INFORMATION

 2023

 2022

 For the years ended December 31,

 2023

 2022

 Rental and Related Income

 $
 189,749

 $
 173,984

 Community Operating Expenses

 81,345

 77,216

 Net Loss Attributable to Common Shareholders

 ( 8,727
)

 ( 39,451
)

 Net Loss Attributable to Common Shareholders per Share:

 Basic and Diluted

 ( 0.14
)

 ( 0.73
)

 - 100 -

 UMH

III

 REAL

 Site,
 Land

 A

 B

 C

 D

 Initial
 Cost

 Site,
 Land

 &
 Building

 Capitalization

 to

 Name

 Encumbrances

 Land

 and
 Rental Homes

 Acquisition

 TN

 $
 11,676

 $

 $
 2,569

 $ 22,559

 Arbor

 Doylestown,
 PA

 2,650

 8,266

 3,554

 Auburn

 OH

 1,174

 1,433

 Bayshore

 Sandusky,
 OH

 9,553

 5,390

 Birchwood
 Farms

 Birch
 Run, MI

 -

 (2)

 2,797

 4,940

 IN

 12,512

 (6)

 1,796

 4,768

 Broadmore

 IN

 1,120

 11,136

 14,124

 Brookside

 Berwick,
 PA

 -

 (4)

 4,776

 4,806

 Greenfield
 Ctr, NY

 2,405

 14,268

 IN

 -

 (7)

 2,480

 3,005

 Woods

 Altoona,
 PA

 2,767

 3,736

 Candlewick
 Court

 Owosso,
 MI

 3,897

 7,087

 9,128

 PA

 23,949

 (1)

 2,411

 3,452

 Middletown,
 OH

 4,028

 1,008

 11,735

 19,197

 Vineland,
 NJ

 10,357

 1,866

 4,007

 Center
 Manor

 Monaca,
 PA

 5,602

 Chambersburg

 PA

 -

 (1)

 2,397

 2,294

 Sayre,
 PA

 -

 (3)

 2,049

 2,761

 Cinnamon
 Woods

 Conowingo,
 MD

 -

 (1)

 1,884

 2,116

 1,309

 City
 View

 Lewistown,
 PA

 1,755

 Tiffin,
 OH

 3,064

 3,302

 Horseheads,
 NY

 -

 (1)

 2,318

 4,501

 Colonial

 Wintersville,
 OH

 -

 (2)

 2,383

 8,726

 Muncie,
 IN

 1,926

 8,256

 OH

 -

 (1)

 2,896

 6,800

 Columbia,
 TN

 98,015

 (1)

 6,917

 19,718

 Twp, PA

 6,595

 1,923

 4,497

 PA

 -

 (1)

 2,258

 3,526

 Cross
 Keys

 Duncansville,
 PA

 5,355

 Crossroads

 Mount
 Pleasant, PA

 -

 (1)

 1,403

 D&R Village

 Clifton
 Park, NY

 6,635

 3,968

 Dallas
 Mobile Home

 Toronto,
 OH

 -

 (1)

 2,729

 4,419

 Deer

 New
 Springfield, OH

 -

 (1)

 2,299

 5,079

 Deer
 Run

 AL

 4,242

 12,397

 Lodi,
 OH

 -

 (1)

 1,121

 Manor

 Bedford,
 OH

 2,372

 1,677

 Mantua,
 OH

 -

 (1)

 1,277

 2,781

 Fairview
 Manor

 Millville,
 NJ

 14,024

 1,167

 11,896

 Fifty-One

 Elizabeth,
 PA

 -

 (1)

 1,214

 5,746

 3,907

 Fohl

 Canton,
 OH

 9,373

 1,018

 18,052

 Creek

 IN

 -

 (2)

 7,004

 3,280

 Park

 Twp, PA

 7,266

 11,385

 Fox
 Chapel Village

 Cheswick,
 PA

 4,082

 5,321

 Frieden
 Manor

 Schuylkill
 Haven, PA

 11,765

 (3)

 5,294

 6,686

 Friendly

 OH

 1,215

 18,141

 22,428

 Garden
 View Estates

 Orangeburg,
 SC

 5,044

 2,167

 Green
 Acres

 PA

 Gregory
 Courts

 Honey
 Brook, PA

 1,220

 1,349

 - 101 -

 UMH

III

 REAL

 A

 B

 C

 D

 Initial
 Cost

 Site,
 Land

 &
 Building

 Capitalization

 to

 Name

 Encumbrances

 Land

 and
 Rental Homes

 Acquisition

 Hayden

 Dublin,
 OH

 $
 1,812

 $

 $
 2,148

 $
 1,357

 Heather
 Highlands

 Inkerman,
 PA

 2,152

 17,357

 Hidden
 Creek

 Erie,
 MI

 20,717

 8,172

 High
 View Acres

 PA

 -

 (1)

 4,264

 1,014

 IN

 7,084

 7,215

 Kutztown,
 PA

 14,727

 1,695

 12,696

 Crossing

 Lower
 Burrell, PA

 -

 (1)

 1,464

 12,172

 OH

 -

 (1)

 1,277

 3,034

 6,154

 Hillside

 PA

 -

 (5)

 2,679

 4,083

 TN

 6,915

 1,632

 5,618

 17,481

 IN

 7,413

 13,808

 12,667

 Holly
 Acres

 Erie,
 PA

 5,785

 3,591

 1,487

 Hudson

 Peninsula,
 OH

 -

 (1)

 3,516

 6,736

 Huntingdon
 Pointe

 Tarrs,
 PA

 -

 (1)

 2,965

 Independence
 Park

 Clinton,
 PA

 -

 (5)

 2,784

 6,911

 Iris
 Winds

 Sumter,
 SC

 3,324

 9,127

 Monticello,
 NY

 3,503

 1,403

 15,161

 Lake
 Erie Estates

 Fredonia,
 NY

 2,491

 4,391

 4,066

 Lake
 Sherman

 Navarre,
 OH

 4,805

 1,458

 16,797

 Lakeview

 Lakeview,
 OH

 -

 (1)

 1,104

 4,665

 Laurel
 Woods

 Cresson,
 PA

 2,070

 8,402

 Little
 Chippewa

 OH

 1,135

 2,811

 Mandell
 Trails

 Butler,
 PA

 2,470

 4,905

 1,374

 Maple
 Manor

 Taylor,
 PA

 33,467

 (4)

 9,433

 9,996

 Marysville

 OH

 -

 (1)

 4,556

 12,700

 New
 Middletown, OH

 -

 (2)

 3,191

 6,720

 Nappanee,
 IN

 6,721

 12,782

 of Perrysburg

 OH

 2,146

 5,541

 4,232

 OH

 5,429

 9,658

 West

 OH

 1,040

 Memphis
 Blues

 TN

 17,697

 Mighty
 Oak

 Albany,
 GA

 3,418

 Monroe

 Jonestown,
 PA

 -

 (3)

 Moosic

 Avoca,
 PA

 -

 (4)

 3,794

 5,317

 Mount
 Pleasant Village

 Mount
 Pleasant, PA

 -

 (1)

 3,502

 1,845

 Narvon,
 PA

 -

 (3)

 1,665

 2,073

 New
 Colony

 West
 Mifflin, PA

 -

 (1)

 4,129

 3,167

 Northtowne

 Erie,
 MI

 11,057

 1,272

 23,859

 6,717

 Oak
 Ridge

 IN

 -

 (2)

 7,524

 4,294

 Oak
 Tree

 NJ

 11,843

 1,134

 21,766

 Oakwood
 Lake

 Tunkhannock,
 PA

 1,639

 3,204

 Falls

 Falls, OH

 1,814

 3,031

 2,905

 West
 Grove, PA

 14,321

 3,014

 Parke
 Place

 IN

 -

 (6)

 4,317

 10,341

 7,624

 Perrysburg

 OH

 1,459

 4,047

 6,957

 Pikewood
 Manor

 Elyria,
 OH

 13,049

 1,053

 22,068

 20,405

 Pine
 Ridge/Pine Manor

 PA

 11,671

 Pine

 Apollo,
 PA

 1,337

 15,925

 Pleasant
 View

 Bloomsburg,
 PA

 -

 (4)

 2,175

 3,620

 Port
 Royal

 Belle
 Vernon, PA

 2,492

 19,417

 Redbud

 IN

 12,145

 (7)

 1,739

 15,091

 8,726

 River

 OH

 10,636

 Rolling
 Hills Estates

 PA

 -

 (1)

 1,419

 3,628

 Rostraver

 Belle
 Vernon, PA

 -

 (5)

 2,204

 2,983

 Saddle
 Creek

 AL

 3,165

 1,334

 Sandy

 Magnolia,
 OH

 1,941

 16,815

 Shady
 Hills

 TN

 4,320

 3,379

 5,708

 Somerset/Whispering

 PA

 -

 (1)

 1,485

 2,050

 10,517

 - 102 -

 UMH

 SCHEDULE III

 REAL ESTATE AND ACCUMULATED DEPRECIATION

 DECEMBER 31, 2023 (in thousands)

 A

 B

 C

 D

 Initial
Cost

 Site,
 Land

 &
 Building

 Capitalization

 to

 Name

 Encumbrances

 Land

 and
 Rental Homes

 Acquisition

 Southern
 Terrace

 Columbiana,
 OH

 $
 -

 (2)

 $

 $
 3,387

 $

 Southwind

 NJ

 20,936

 (8)

 3,507

 Spreading
 Oaks

 OH

 1,327

 5,291

 Springfield

 Springfield,
 OH

 1,230

 3,093

 3,207

 Suburban

 PA

 4,868

 5,837

 6,071

 OH

 -

 (1)

 2,779

 5,477

 IN

 2,821

 5,080

 Sunny
 Acres

 PA

 5,419

 6,114

 4,550

 Eagleville,
 PA

 2,674

 1,157

 Goodlettsville,
 TN

 2,880

 1,867

 4,207

 Twin
 Oaks

 Falls, OH

 5,553

 3,527

 2,456

 Twin
 Pines

 IN

 57,743

 (2)

 6,307

 7,347

 High

 Ruffs
 Dale, PA

 -

 (5)

 2,267

 2,682

 Hills

 OH

 3,005

 6,542

 12,851

 Stream

 Mountaintop,
 PA

 3,191

 1,323

 View HB

 Honey Brook,
 PA

 -

 (2)

 1,380

 5,348

 5,460

 View I

 PA

 -

 (3)

 4,359

 1,251

 View II

 PA

 -

 (3)

 1,746

 Voyager

 West
 Newton, PA

 -

 (1)

 3,143

 7,624

 Hamburg,
 NY

 4,096

 3,812

 7,353

 Bellefontaine,
 OH

 -

 (1)

 1,080

 3,625

 Weatherly

 Lebanon,
 TN

 7,028

 1,184

 4,034

 4,430

 Wellington

 PA

 6,179

 8,463

 Wood

 Caledonia,
 OH

 1,753

 7,827

 Woodland
 Manor

 West
 Monroe, NY

 -

 (1)

 6,682

 Woodlawn

 Eatontown,
 NJ

 -

 (8)

 2,531

 Woods
 Edge

 West
 Lafayette, IN

 4,973

 1,808

 13,321

 14,137

 Worthington
 Arms

 Lewis
 Center, OH

 8,147

 12,706

 8,825

 Youngstown

 Youngstown,
 NY

 1,606

 1,963

 $
 501,135

 $
 73,440

 $
 587,633

 $

 866,406

 - 103 -

 UMH

III

 REAL

 Column A

 Column E (9) (10)

 Column F

 Gross Amount at Which Carried at 12/31/23

 Site, Land

 & Building

and Rental

 Accumulated

 Name

 Land

 Homes

 Total

 Memphis, TN

 $
 1,500

 $
 23,878

 $
 25,378

 $
 ( 8,684
)

 Arbor Estates

 Doylestown, PA

 2,650

 11,820

 14,470

 ( 3,935
)

 Auburn Estates

 Orrville, OH

 2,607

 2,721

 ( 685
)

 Bayshore Estates

 Sandusky, OH

 14,942

 15,504

 ( 1,153
)

 Birchwood Farms

 Birch Run, MI

 7,737

 7,807

 ( 2,379
)

 1,796

 5,178

 6,974

 ( 1,237
)

 Broadmore Estates

 Goshen, IN

 1,120

 25,260

 26,380

 ( 8,568
)

 Brookside

 Berwick, PA

 9,582

 9,954

 ( 3,197
)

 Greenfield Ctr, NY

 14,416

 14,539

 ( 4,466
)

 Camelot Village

 Anderson, IN

 5,481

 6,309

 ( 689
)

 Camelot Woods

 Altoona, PA

 6,310

 7,076

 ( 599
)

 Candlewick Court

 Owosso, MI

 16,215

 16,374

 ( 4,475
)

 Chambersburg, PA

 5,863

 6,039

 ( 1,622
)

 Middletown, OH

 1,008

 30,932

 31,940

 ( 7,427
)

 Vineland, NJ

 5,785

 6,193

 ( 3,431
)

 Center Manor

 Monaca, PA

 6,079

 6,280

 ( 396
)

 Chambersburg

 Chambersburg, PA

 4,681

 4,799

 ( 1,270
)

 Sayre, PA

 4,810

 4,934

 ( 1,445
)

 Cinnamon Woods

 Conowingo, MD

 1,884

 3,425

 5,309

 ( 683
)

 City View

 Lewistown, PA

 2,368

 2,505

 ( 785
)

 Tiffin, OH

 3,855

 3,997

 ( 1,591
)

 Horseheads, NY

 6,819

 7,015

 ( 1,850
)

 Colonial Heights

 Wintersville, OH

 11,109

 11,176

 ( 3,158
)

 Countryside Estates

 Muncie, IN

 10,182

 10,356

 ( 2,579
)

 Countryside Estates

 Ravenna, OH

 9,696

 9,901

 ( 2,716
)

 Countryside Village

 Columbia, TN

 26,420

 27,029

 ( 7,467
)

 Cranberry Twp, PA

 6,420

 6,602

 ( 3,830
)

 Athens, PA

 5,610

 5,972

 ( 1,641
)

 Cross Keys

 Duncansville, PA

 5,733

 5,794

 ( 2,211
)

 Crossroads Village

 Mount Pleasant, PA

 1,633

 1,816

 ( 406
)

 D&R Village

 Clifton Park, NY

 4,672

 5,064

 ( 2,548
)

 Dallas Mobile Home

 Toronto, OH

 7,148

 7,424

 ( 1,757
)

 Deer Meadows

 New Springfield, OH

 7,378

 7,604

 ( 1,835
)

 Deer Run

 Dothan, AL

 16,636

 16,937

 ( 1,056
)

 Evergreen Estates

 Lodi, OH

 1,804

 1,923

 ( 564
)

 Evergreen Manor

 Bedford, OH

 4,049

 4,098

 ( 1,242
)

 Evergreen Village

 Mantua, OH

 4,058

 4,163

 ( 823
)

 Fairview Manor

 Millville, NJ

 2,535

 10,744

 13,279

 ( 6,849
)

 Fifty-One Estates

 Elizabeth, PA

 1,330

 9,537

 10,867

 ( 1,318
)

 Fohl Village

 Canton, OH

 1,023

 18,668

 19,691

 ( 777
)

 Forest Creek

 10,284

 10,724

 ( 4,097
)

 Forest Park

 Cranberry Twp, PA

 12,362

 12,437

 ( 5,204
)

 Fox Chapel Village

 Cheswick, PA

 9,403

 9,775

 ( 1,563
)

 Frieden Manor

 Schuylkill Haven, PA

 1,420

 11,203

 12,623

 ( 3,446
)

 Friendly Village

 Perrysburg, OH

 1,266

 40,518

 41,784

 ( 4,836
)

 Garden View Estates

 Orangeburg, SC

 7,209

 7,367

 ( 336
)

 Green Acres

 Chambersburg, PA

 ( 269
)

 Gregory Courts

 Honey Brook, PA

 2,569

 2,939

 ( 907
)

 Hayden Heights

 Dublin, OH

 3,505

 3,753

 ( 1,036
)

 Heather Highlands

 Inkerman, PA

 19,509

 20,082

 ( 8,176
)

 Hidden Creek

 Erie, MI

 28,885

 29,503

 ( 1,249
)

 High View Acres

 Export, PA

 5,278

 6,103

 ( 1,099
)

 14,299

 14,809

 ( 5,221
)

 - 104 -

 UMH

III

 REAL

 Column A

 Column E (9) (10)

 Column F

 Gross Amount at Which Carried at 12/31/23

 Site, Land

 & Building

and Rental

 Accumulated

 Name

 Land

 Homes

 Total

 Highland Estates

 Kutztown, PA

 $

 $
 14,132

 $
 14,536

 $
 ( 8,937
)

 Hillcrest Crossing

 Lower Burrell, PA

 13,636

 14,597

 ( 2,236
)

 Hillcrest Estates

 Marysville, OH

 1,277

 9,188

 10,465

 ( 1,796
)

 Hillside Estates

 Greensburg, PA

 6,762

 7,246

 ( 1,912
)

 Nashville, TN

 1,632

 23,099

 24,731

 ( 5,295
)

 26,475

 26,966

 ( 6,878
)

 Holly Acres

 Erie, PA

 5,078

 5,272

 ( 1,466
)

 Hudson Estates

 Peninsula, OH

 10,252

 10,393

 ( 2,967
)

 Huntingdon Pointe

 Tarrs, PA

 3,830

 4,229

 ( 740
)

 Independence Park

 Clinton, PA

 9,695

 10,381

 ( 2,161
)

 Iris Winds

 Sumter, SC

 12,450

 12,572

 ( 826
)

 Monticello, NY

 16,291

 16,800

 ( 7,835
)

 Lake Erie Estates

 Fredonia, NY

 8,421

 8,561

 ( 918
)

 Lake Sherman

 Navarre, OH

 18,255

 18,545

 ( 7,174
)

 Lakeview Meadows

 Lakeview, OH

 5,617

 6,343

 ( 742
)

 Laurel Woods

 Cresson, PA

 10,472

 10,905

 ( 3,772
)

 Little Chippewa

 Orrville, OH

 3,946

 4,059

 ( 1,062
)

 Mandell Trails

 Butler, PA

 2,537

 6,212

 8,749

 ( 307
)

 Maple Manor

 Taylor, PA

 19,429

 20,103

 ( 6,798
)

 Marysville Estates

 Marysville, OH

 17,248

 18,066

 ( 2,780
)

 New Middletown, OH

 9,911

 10,063

 ( 2,789
)

 Nappanee, IN

 19,503

 20,052

 ( 4,824
)

 Meadows of Perrysburg

 Perrysburg, OH

 4,500

 7,419

 11,919

 ( 1,176
)

 Melrose Village

 Wooster, OH

 15,087

 15,854

 ( 3,969
)

 Melrose West

 Wooster, OH

 1,192

 1,286

 ( 412
)

 Memphis Blues

 Memphis, TN

 18,249

 18,585

 ( 4,235
)

 Mighty Oak

 Albany, GA

 3,844

 4,078

 ( 129
)

 Monroe Valley

 Jonestown, PA

 1,799

 1,913

 ( 611
)

 Moosic Heights

 Avoca, PA

 9,111

 9,441

 ( 2,860
)

 Mount Pleasant Village

 Mount Pleasant, PA

 5,347

 5,627

 ( 1,302
)

 Narvon, PA

 3,623

 3,872

 ( 1,017
)

 New Colony

 West Mifflin, PA

 7,277

 7,725

 ( 975
)

 Northtowne Meadows

 Erie, MI

 1,311

 30,537

 31,848

 ( 4,880
)

 Oak Ridge

 11,818

 12,318

 ( 4,219
)

 Oak Tree

 Jackson, NJ

 1,150

 22,231

 23,381

 ( 872
)

 Oakwood Lake

 Tunkhannock, PA

 4,843

 5,222

 ( 1,348
)

 Olmsted Falls

 Olmsted Falls, OH

 5,936

 6,505

 ( 1,878
)

 West Grove, PA

 4,025

 4,180

 ( 2,501
)

 Parke Place

 4,317

 17,965

 22,282

 ( 4,920
)

 Perrysburg Estates

 Perrysburg, OH

 10,996

 11,403

 ( 1,763
)

 Pikewood Manor

 Elyria, OH

 1,071

 42,455

 43,526

 ( 6,779
)

 Pine Ridge/Pine Manor

 Carlisle, PA

 11,762

 11,907

 ( 5,496
)

 Pine Valley

 Apollo, PA

 17,200

 17,932

 ( 4,712
)

 Pleasant View

 Bloomsburg, PA

 5,770

 6,077

 ( 1,769
)

 Port Royal

 Belle Vernon, PA

 21,554

 22,059

 ( 9,878
)

 Redbud Estates

 Anderson, IN

 1,753

 23,803

 25,556

 ( 4,020
)

 River Valley

 Marion, OH

 11,421

 11,657

 ( 5,079
)

 Rolling Hills Estates

 Carlisle, PA

 4,831

 5,348

 ( 1,381
)

 Rostraver Estates

 Belle Veron, PA

 5,187

 6,001

 ( 1,509
)

 Saddle Creek

 Dothan, AL

 4,494

 5,212

 ( 230
)

 Sandy Valley

 Magnolia, OH

 18,756

 19,026

 ( 7,088
)

 Shady Hills

 Nashville, TN

 9,087

 9,424

 ( 3,147
)

 Somerset/Whispering

 Somerset, PA

 1,489

 12,563

 14,052

 ( 5,687
)

 - 105 -

 UMH

III

 REAL

 Column A

 Column E (9) (10)

 Column F

 Gross Amount at Which Carried at 12/31/23

 Site, Land

 & Building

and Rental

 Accumulated

 Name

 Land

 Homes

 Total

 Southern Terrace

 Columbiana, OH

 $

 $
 4,284

 $
 4,347

 $
 ( 1,610
)

 Southwind

 Jackson, NJ

 4,110

 4,210

 ( 2,467
)

 Spreading Oaks

 Athens, OH

 6,618

 6,685

 ( 2,822
)

 Springfield Meadows

 Springfield, OH

 1,230

 6,300

 7,530

 ( 1,224
)

 Suburban Estates

 Greensburg, PA

 11,908

 12,207

 ( 4,268
)

 Summit Estates

 Ravenna, OH

 8,256

 8,454

 ( 2,280
)

 Summit Village

 Marion, IN

 7,901

 8,423

 ( 2,061
)

 Sunny Acres

 Somerset, PA

 10,664

 10,951

 ( 3,940
)

 Eagleville, PA

 3,619

 4,281

 ( 1,253
)

 Goodlettsville, TN

 6,074

 6,485

 ( 2,050
)

 Twin Oaks

 Olmsted Falls, OH

 5,808

 6,806

 ( 2,172
)

 Twin Pines

 Goshen, IN

 13,654

 14,304

 ( 4,505
)

 Valley High

 Ruffs Dale, PA

 4,949

 5,233

 ( 1,409
)

 Valley Hills

 Ravenna, OH

 19,393

 20,389

 ( 5,160
)

 Valley Stream

 Mountaintop, PA

 4,514

 4,837

 ( 1,218
)

 Valley View HB

 Honey Brook, PA

 1,380

 10,808

 12,188

 ( 3,406
)

 Valley View I

 Ephrata, PA

 5,521

 5,801

 ( 2,161
)

 Valley View II

 Ephrata, PA

 1,838

 1,910

 ( 737
)

 Voyager Estates

 West Newton, PA

 10,767

 11,509

 ( 2,179
)

 Hamburg, NY

 11,165

 11,589

 ( 5,658
)

 Bellefontaine, OH

 4,363

 4,901

 ( 733
)

 Weatherly Estates

 Lebanon, TN

 1,184

 8,464

 9,648

 ( 4,613
)

 Wellington Estates

 Export, PA

 14,642

 15,538

 ( 2,575
)

 Wood Valley

 Caledonia, OH

 9,580

 9,840

 ( 4,208
)

 Woodland Manor

 West Monroe, NY

 7,523

 7,600

 ( 2,290
)

 Woodlawn

 Eatontown, NJ

 2,834

 2,969

 ( 1,174
)

 Woods Edge

 West Lafayette, IN

 1,808

 27,458

 29,266

 ( 6,578
)

 Worthington Arms

 Lewis Center, OH

 21,531

 21,968

 ( 5,289
)

 Youngstown Estates

 Youngstown, NY

 3,569

 3,838

 ( 1,040
)

 $
 83,949

 $
 1,443,530

 $
 1,527,479

 $
 ( 391,920
)

 - 106 -

 UMH

III

 REAL

 A

 G

 H

 I

 Date
 of

 Date

 Depreciable

 Name

 Construction

 Acquired

 Life

 TN

 prior

 1986

 Arbor

 Doylestown,
 PA

 1959

 2013

 Auburn

 OH

 1971/1985/1995

 2013

 Bayshore

 Sandusky,
 OH

 1969

 2021

 Birchwood
 Farms

 Birch
 Run, MI

 1976-1977

 2013

 IN

 1995-1996

 2017

 Broadmore

 IN

 1950/1990

 2013

 Brookside

 Berwick,
 PA

 1973-1976

 2010

 Greenfield
 Ctr, NY

 prior
 to 1970

 1977

 IN

 1998

 2018

 Woods

 Altoona,
 PA

 1999

 2020

 Candlewick
 Court

 Owosso,
 MI

 1975

 2015

 PA

 1963

 2012

 Middletown,
 OH

 1968-1976

 2015

 Vineland,
 NJ

 1973

 1986

 Center
 Manor

 Monaca,
 PA

 1957

 2022

 Chambersburg

 PA

 1955

 2012

 Sayre,
 PA

 1972

 2012

 Cinnamon
 Woods

 Conowingo,
 MD

 2005

 2017

 City
 View

 Lewistown,
 PA

 prior

 2011

 Tiffin,
 OH

 1968/1987

 2011

 Horseheads,
 NY

 1970

 2012

 Colonial

 Wintersville,
 OH

 1972

 2012

 Muncie,
 IN

 1996

 2012

 OH

 1972

 2014

 Columbia,
 TN

 1988/1992

 2011

 Twp, PA

 1974

 1986

 PA

 1964

 2012

 Cross
 Keys

 Duncansville,
 PA

 1961

 1979

 Crossroads

 Mount
 Pleasant, PA

 1955/2004

 2017

 D&R Village

 Clifton
 Park, NY

 1972

 1978

 Dallas
 Mobile Home

 Toronto,
 OH

 1950-1957

 2014

 Deer

 New
 Springfield, OH

 1973

 2014

 Deer
 Run

 AL

 1960

 2021

 Lodi,
 OH

 1965

 2014

 Manor

 Bedford,
 OH

 1960

 2014

 Mantua,
 OH

 1960

 2014

 Fairview
 Manor

 Millville,
 NJ

 prior

 1985

 Fifty-One

 Elizabeth,
 PA

 1970's

 2019

 Fohl

 Canton,
 OH

 1972

 2022

 Creek

 IN

 1996-1997

 2013

 Park

 Twp, PA

 prior

 1982

 Fox
 Chapel Village

 Cheswick,
 PA

 1975

 2017

 Frieden
 Manor

 Schuylkill
 Haven, PA

 1969

 2012

 Friendly

 OH

 1970

 2019

 Garden
 View Estates

 Orangeburg,
 SC

 1962

 2022

 Green
 Acres

 PA

 1978

 2012

 Gregory
 Courts

 Honey
 Brook, PA

 1970

 2013

 Hayden

 Dublin,
 OH

 1973

 2014

 Heather
 Highlands

 Inkerman,
 PA

 1970

 1992

 Hidden
 Creek

 Erie,
 MI

 1993

 2022

 High
 View Acres

 PA

 1984

 2017

 IN

 1969

 2013

 - 107 -

 UMH

III

 REAL

 A

 G

 H

 I

 Date
 of

 Date

 Depreciable

 Name

 Construction

 Acquired

 Life

 Kutztown,
 PA

 1971

 1979

 Crossing

 Lower
 Burrell, PA

 1971

 2017

 OH

 1995

 2017

 Hillside

 PA

 1980

 2014

 TN

 1967

 2013

 IN

 1966

 2015

 Holly
 Acres

 Erie,
 PA

 1977/2007

 2015

 Hudson

 Peninsula,
 OH

 1956

 2014

 Huntingdon
 Pointe

 Tarrs,
 PA

 2000

 2015

 Independence
 Park

 Clinton,
 PA

 1987

 2014

 Iris
 Winds

 Sumter,
 SC

 1972

 2021

 Monticello,
 NY

 1972

 1988

 Lake
 Erie Estates

 Fredonia,
 NY

 1965-1975

 2020

 Lake
 Sherman

 Navarre,
 OH

 prior

 1987

 Lakeview

 Lakeview,
 OH

 1995

 2016

 Laurel
 Woods

 Cresson,
 PA

 prior

 2001

 Little
 Chippewa

 OH

 1968

 2013

 Mandell
 Trails

 Butler,
 PA

 1969

 2022

 Maple
 Manor

 Taylor,
 PA

 1972

 2010

 Marysville

 OH

 1960s
 to 2015

 2017

 New
 Middletown, OH

 1957

 2012

 Nappanee,
 IN

 1965-1973

 2015

 of Perrysburg

 OH

 1998

 2018

 OH

 1970-1978

 2013

 West

 OH

 1995

 2013

 Memphis
 Blues

 TN

 1955

 1985

 Mighty
 Oak

 Albany,
 GA

 2023

 2023

 Monroe

 Jonestown,
 PA

 1969

 2012

 Moosic

 Avoca,
 PA

 1972

 2010

 Mount
 Pleasant Village

 Mount
 Pleasant, PA

 1977-1986

 2017

 Narvon,
 PA

 1972

 2012

 New
 Colony

 West
 Mifflin, PA

 1975

 2019

 Northtowne

 Erie,
 MI

 1988,
 1995, 1999

 2019

 Oak
 Ridge

 IN

 1990

 2013

 Oak
 Tree

 NJ

 1958

 2022

 Oakwood
 Lake

 Tunkhannock,
 PA

 1972

 2010

 Falls

 Falls, OH

 1953/1970

 2012

 West
 Grove, PA

 1971

 1974

 Parke
 Place

 IN

 1995-1996

 2017

 Perrysburg

 OH

 1972

 2018

 Pikewood
 Manor

 Elyria,
 OH

 1962

 2018

 Pine
 Ridge/Pine Manor

 PA

 1961

 1969

 Pine

 Apollo,
 PA

 prior

 1995

 Pleasant
 View

 Bloomsburg,
 PA

 1960's

 2010

 Port
 Royal

 Belle
 Vernon, PA

 1973

 1983

 Redbud

 IN

 1966/1998/2003

 2018

 River

 OH

 1950

 1986

 Rolling
 Hills Estates

 PA

 1972-1975

 2013

 Rostraver

 Belle
 Vernon, PA

 1970

 2014

 Saddle
 Creek

 AL

 1972

 2022

 Sandy

 Magnolia,
 OH

 prior

 1985

 Shady
 Hills

 TN

 1954

 2011

 Somerset/Whispering

 PA

 prior

 2004

 Southern
 Terrace

 Columbiana,
 OH

 1983

 2012

 Southwind

 NJ

 1969

 1969

 Spreading
 Oaks

 OH

 prior

 1996

 - 108 -

 UMH

III

 REAL

 A

 G

 H

 I

 Date
 of

 Date

 Depreciable

 Name

 Construction

 Acquired

 Life

 Springfield

 Springfield,
 OH

 1970

 2016

 Suburban

 PA

 1968/1980

 2010

 OH

 1969

 2014

 IN

 2000

 2018

 Sunny
 Acres

 PA

 1970

 2010

 Eagleville,
 PA

 1960

 2013

 Goodlettsville,
 TN

 1964

 2011

 Twin
 Oaks

 Falls, OH

 1952/1997

 2012

 Twin
 Pines

 IN

 1956/1990

 2013

 High

 Ruffs
 Dale, PA

 1974

 2014

 Hills

 OH

 1960-1970

 2014

 Stream

 Mountaintop,
 PA

 1970

 2015

 View HB

 Honey Brook,
 PA

 1970

 2013

 View I

 PA

 1961

 2012

 View II

 PA

 1999

 2012

 Voyager

 West
 Newton, PA

 1968

 2015

 Hamburg,
 NY

 prior

 1997

 Bellefontaine,
 OH

 1960

 2016

 Weatherly

 Lebanon,
 TN

 1997

 2006

 Wellington

 PA

 1970/1996

 2017

 Wood

 Caledonia,
 OH

 prior

 1996

 Woodland
 Manor

 West
 Monroe, NY

 prior

 2003

 Woodlawn

 Eatontown,
 NJ

 1964

 1978

 Woods
 Edge

 West
 Lafayette, IN

 1974

 2015

 Worthington
 Arms

 Lewis
 Center, OH

 1968

 2015

 Youngstown

 Youngstown,
 NY

 1963

 2013

 - 109 -

 UMH

III

 REAL

 (1)

 one mortgage payable secured by twenty-eight properties and one mortgage payable secured by the rental homes therein.

 (2)

 one mortgage payable secured by eight properties.

 (3)

 one mortgage payable secured by six properties.

 (4)

 one mortgage payable secured by four properties and one mortgage payable secured by the rental homes therein.

 (5)

 one mortgage payable secured by four properties.

 (6)

 one mortgage payable secured by two properties.

 (7)

 one mortgage payable secured by two properties.

 (8)

 one mortgage payable secured by two properties.

 (9)

 Reconciliation

 (10)

 The
 aggregate cost for Federal tax purposes approximates historical cost.

 /———-FIXED
 ASSETS————/

 (in

 Balance
 – Beginning of Year

 $
 1,379,527

 $
 1,198,104

 $
 1,100,256

 Additions:

 3,650

 85,553

 8,546

 151,495

 108,544

 94,213

 Total
 Additions

 155,145

 194,097

 102,759

 Deletions

 ( 7,193
)

 ( 12,674
)

 ( 4,911
)

 Balance – End of Year

 $
 1,527,479

 $
 1,379,527

 $
 1,198,104

 /——ACCUMULATED
 DEPRECIATION——/

 (in

 Balance
 – Beginning of Year

 $
 340,776

 $
 295,740

 $
 254,369

 Additions:

 53,685

 46,650

 43,064

 Total
 Additions

 53,685

 46,650

 43,064

 Deletions

 ( 2,541
)

 ( 1,614
)

 ( 1,693
)

 Balance
 – End of Year

 $
 391,920

 $
 340,776

 $
 295,740

 (10)

 The
 aggregate cost for Federal tax purposes approximates historical cost.

 - 110 -