Form 8-K SUN COMMUNITIES INC For: Oct 01

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October 2, 2026 11:19 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report: October 1, 2026

(Date of earliest event reported)

SUN COMMUNITIES, INC

(Exact Name of Registrant as Specified in its Charter)

Maryland

1-12616

38-2730780

(State of Incorporation)

Commission file number

(I.R.S. Employer Identification No.)

27777 Franklin Rd.

Suite 300,

Southfield,

Michigan

48034

(Address of Principal Executive Offices)

(Zip Code)

(248) 208-2500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

SUI

New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

☐ Emerging growth company

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. ☐


Item 1.01			Entry into a Material Definitive Agreement

On October 1, 2026, Sun Communities, Inc. (the “Company”), as general partner of its operating subsidiary Sun Communities Operating Limited Partnership (“SCOLP”), entered into the Thirteenth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of SCOLP (the “Partnership Amendment”). The Partnership Amendment created a new class of preferred OP units named Series M Preferred Units.

The Series M Preferred Units provide for quarterly distributions on the $100.00 per unit issue price of 3.2% per year during the 12 months ending October 1, 2027, 3.4% per year during the 12 months ending October 1, 2028, and 3.6% thereafter. Subject to certain limitations, each Series M Preferred Unit will be exchangeable at any time after its issuance date into that number of shares of the Company’s common stock equal to the quotient (the “Series M Exchange Rate”) obtained by dividing $100.00 by $174.00 (the “Series M Conversion Price”) (as such ratio is subject to adjustment for certain capital events). The Series M Preferred Units rank (i) senior to SCOLP’s outstanding Common OP Units and Series A-3 Preferred Units, and (ii) junior to all other series of SCOLP’s outstanding preferred OP Units and all other partnership units that specifically provide that they will rank senior to the Series M Preferred Units. Subject to certain limitations, the holders of Series M Preferred Units will have the right to cause SCOLP to redeem all or a portion of their Series M Preferred Units for $100.00 per unit (plus any accrued but unpaid distributions) at any time on or after October 1, 2027.

The foregoing description of the Partnership Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Partnership Amendment, a copy of which is attached hereto as Exhibit 10.1, and the terms of which are incorporated by reference herein.


Item 3.02			Unregistered Sales of Equity Securities

On October 1, 2026, SCOLP issued 283,126 Series M Preferred Units at an issuance price of $100 per unit. All of the Series M Preferred Units were issued as consideration for the initial holder’s contribution of certain assets to SCOLP.

The issuance by SCOLP of the Series M Preferred Units was made in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.

The description of the exchange and redemption rights applicable to Series M Preferred Units set forth in Item 1.01 above is incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.			Description
10.1*			Thirteenth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of Sun Communities Operating Limited Partnership, dated October 1, 2026
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K because such schedules and exhibits do not contain information which is material to an investment decision or which is not otherwise disclosed in the filed agreements. The Company will furnish the omitted schedules and exhibits to the SEC upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.