🧾 What This Document Is

This is a DEF 14A, also known as a Proxy Statement. Think of it as the official "voter guide" for shareholders of Sun Communities. The company is asking its owners to vote on several important proposals at its upcoming annual meeting. This document explains what those proposals are, provides background on the company and its leadership, and discloses details about executive pay.

Why it matters: If you own shares, this is your instruction manual for how to vote your shares on key issues that shape the company's future, like electing its board of directors.

🏢 What The Company Does

👉 In simple terms, Sun Communities is a giant landlord for mobile home and RV parks.

They own and operate 513 properties across the U.S., Canada, and the U.K. Their business is primarily split into two segments:

• Manufactured Housing (MH): Permanent communities for rented sites and homes.
• Recreation Vehicle (RV): Sites for RV travelers and seasonal stays.

They make money primarily by leasing out these sites and homes. A significant part of their strategy recently was selling off their marina business to focus on this core MH and RV operations.

🗳️ The Three Things Shareholders Are Voting On

The annual meeting is on May 12, 2026. Shareholders as of March 16, 2026, get to vote on these three proposals. The Board recommends voting FOR all of them.

1. ELECT NINE DIRECTORS 👥

   • Shareholders vote to elect the people who will oversee the company on the Board. All nine nominees are current directors, including the new CEO, Charles Young, and the Chairman, Gary Shiffman.

2. APPROVE EXECUTIVE PAY ("SAY-ON-PAY") 💼

   • This is a non-binding, advisory vote where shareholders give their opinion on the compensation paid to top executives. It's a chance for shareholders to signal approval or disapproval of how the company pays its leaders.

3. RATIFY THE COMPANY'S AUDITOR 🧾

   • Shareholders get to confirm the Board's choice of Deloitte & Touche LLP as the company's independent accounting firm for 2026. This is a standard, routine item.

🚀 Key Moves in 2025: A Year of Big Changes

2025 was a transformative year for Sun Communities. Here’s what they did:

• Sold the Marinas: They completed the sale of their Safe Harbor Marinas business for $5.5 billion, generating a $1.5 billion gain. This was a major strategic shift to simplify the company.
• Strengthened the Balance Sheet: They used the sale proceeds to pay down over $3 billion of debt and completely eliminated their risky floating-rate debt. This dramatically reduced their financial risk.
• Returned Cash to Shareholders: They bought back $539.1 million of their own stock, paid a special $4.00 per share cash distribution, and increased their regular quarterly dividend by 10.6%.
• Leadership Change: Charles D. Young became the new CEO on October 1, 2025. Longtime Chairman Gary Shiffman remains in that role.
• Portfolio Tweaks: They bought 14 new MH/RV communities and, in the U.K., purchased the ground leases for 32 properties to gain full ownership. They also sold off some smaller, non-strategic properties.

📊 2025 Financial & Operational Snapshot

Here’s how the company performed:

• Total Revenue: $2.3 billion (similar to 2024).
• Core Funds From Operations (FFO) per Share: $6.68. This is a key profitability metric for real estate companies.
• Same-Property NOI Growth: A healthy sign of organic growth.
  • North America (MH & RV combined): 5.7%
  • MH segment alone: 8.9%
  • U.K. segment: 3.5%
• Debt Reduction: Net debt was lowered to 3.4x trailing EBITDA, down from 6.0x in 2024. This is a major improvement in financial health.
• Dividend: Annual dividend per share grew by an average of 5.2% over the last five years.

👥 Board & Governance Highlights

The Board is focused on independence and expertise.

• Independence: 80% of the directors are independent.
• Tenure: Average director tenure is 9 years.
• Diversity: The board is 20% female.
• Key Committees: The Board has five committees: Audit, Capital Allocation, Compensation, Nominating & Corporate Governance (NCG), and Executive. The document outlines their specific duties and membership, which will change slightly after the annual meeting.
• Shareholder-Friendly Policies: They have eliminated their "poison pill," allow proxy access for shareholders, and maintain strong anti-hedging and clawback policies.

💼 Executive Compensation (The "Say-on-Pay" Details)

The company explains how it pays its top executives, emphasizing a link to performance.

• Philosophy: To attract, retain, and reward executives, and align their interests with shareholders.
• 2025 Pay Mix for the CEO (Charles Young):
  • Base Salary: Fixed cash.
  • Annual Incentive Award: Cash bonus based on annual company performance.
  • Performance & Time-Based Restricted Stock: Equity awards that vest over time or based on performance goals, designed to focus leaders on long-term value.
• Best Practices They Follow: They use an independent compensation consultant, have stock ownership guidelines for executives, and maintain a clawback policy to recover pay if financial results are later corrected.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Successfully executed a major strategic pivot by selling the marina business.
• Radically improved the balance sheet by paying down debt and removing floating-rate risk.
• Maintained strong same-property growth in its core MH and RV business.
• Demonstrated commitment to returning capital to shareholders via buybacks and dividends.

⚠️ Risks & Considerations:

• Interest Rate Sensitivity: As a REIT that uses debt, changes in interest rates can impact borrowing costs and property valuations.
• Operational Complexity: Managing a vast portfolio of properties across multiple countries presents logistical challenges.
• Economic Cycles: Demand for RV sites and housing can be affected by economic downturns.
• Integration Risk: The company must successfully integrate and operate its recent UK acquisitions.

🧠 The Analogy

This proxy statement is like the annual report card and instruction manual for shareholders. The company shows its report card with the year's grades (financial results and big moves), introduces the teachers and principals (the board and executives) up for re-election, and asks the shareholders (the owners/voters) to sign off on the teachers' pay and the school's auditor. The strong grades in debt reduction and simplification suggest the school is on a much healthier path.

📇 Key Contacts & People

Named Executive Officers (NEOs):

• Charles D. Young (CEO)
• Gary A. Shiffman (Chairman)
• John B. McLaren
• Fernando Castro-Caratini (Secretary)
• Marc Farrugia
• Aaron Weiss

Board Nominees:

• Gary A. Shiffman, Tonya Allen, Meghan G. Baivier, Jeff T. Blau, Mark A. Denien, Jerome W. Ehlinger, Brian M. Hermelin, Craig A. Leupold, Charles D. Young
• Retiring: Clunet R. Lewis

Investor Relations:

• Phone: (248) 208-2500
• Email: [email protected]
• Address: Sun Communities, Inc., Attn: Investor Relations, 27777 Franklin Road, Ste. 300, Southfield, MI 48034

🧩 Final Takeaway

This filing outlines a pivotal year for Sun Communities in 2025, where it dramatically de-risked its balance sheet by selling a major business and paying down debt, while refocusing on its core manufactured housing and RV operations. Shareholders are now asked to validate the leadership and pay structure that guided this transformation.