Form 8-K - Current report

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: February 13, 2025

(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 Definiteive Agreement.

On February 13, 2025, the Board of Directors of Sun Communities, Inc. (the “Company”) approved a new form of Indemnification Agreement (the “Indemnification Agreement”) to be entered into with the Company’s directors and officers (each, an “Indemnitee”). The Indemnification Agreement provides generally that the Company will indemnify each Indemnitee to the maximum extent permitted by the Indemnification Agreement and Maryland law in the event an Indemnitee becomes subject to or a participant in certain claims or proceedings as a result of the Indemnitee’s service as a director or officer of the Company. The Company will, subject to certain exceptions, advance to an Indemnitee specified indemnifiable expenses incurred in connection with such claims or proceedings. The Indemnification Agreement supersedes the Company’s previous form of indemnification agreement.

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


Item 5.05			Amendments to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On February 13, 2025, the Company’s Board of Directors adopted a revised Code of Conduct and Business Ethics (the “Revised Ethics Code”), which applies to all directors, officers and employees of the Company and its subsidiaries.

The Revised Ethics Code enhances the Company’s standard of ethical business practices by clarifying the Company’s processes and procedures relating to the reporting of ethics violations, and certain other technical amendments.

The Revised Ethics Code is filed as Exhibit 14.1 to this Form 8-K and incorporated by reference in this Item 5.05. The Revised Ethics Code can also be accessed on the Company’s website: https://www.suninc.com/governance-documents.


Item 8.01			Other Events.

On February 13, 2025, the Company’s Board of Directors adopted a revised Insider Trading Policy (the “Revised Insider Trading Policy”), which is filed as Exhibit 99.1 to this Form 8-K and incorporated by reference in this Item 8.01. The Revised Insider Trading Policy can also be accessed on the Company’s website: https://www.suninc.com/governance-documents.


Item 9.01			Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.			Description

10.1 Form of Indemnification Agreement

14.1 Code of Conduct and Business Ethics

99.1 Insider Trading Policy

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


	SUN COMMUNITIES, INC.
Dated: February 19, 2025	By:	/s/ Fernando Castro-Caratini
		Fernando Castro-Caratini, Executive Vice President, Chief Financial Officer, Secretary and Treasurer

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the ___ day of ________________, ____ (the “Effective Date”), by and between Sun Communities, Inc., a Maryland corporation (the “Company”), and ____________ (“Indemnitee”).

WHEREAS, at the request of the Company, Indemnitee currently serves or will serve as a director and/or an officer of the Company and may in the future serve in other positions or capacities for the Company or its affiliated entities and may, therefore, be subjected to claims, suits or proceedings arising as a result of such service;

WHEREAS, as an inducement to Indemnitee to serve or continue to serve in such capacity, in recognition of the need to provide Indemnitee with substantial protection against personal liability, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s charter or bylaws, any change in the composition of the Board of Directors of the Company (the “Board of Directors”) or any change in control or business combination transaction relating to the Company), the Company has agreed to indemnify Indemnitee and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the maximum extent permitted by law; and

WHEREAS, the parties to this Agreement desire to set forth their agreement regarding indemnification and advance of expenses and costs;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the agreement to replace the certain Indemnification Agreement dated as of _____ between Company and Indemnitee (the “Prior Agreement”) with this Agreement pursuant to Section 26 below, and other good and valuable consideration, the receipt of which is hereby acknowledged by the parties, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1.Definitions. For purposes of this Agreement (other capitalized terms are defined in the text of this Agreement):

(a)“Change in Control” means a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if, after the Effective Date (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of all of the Company’s then-outstanding securities entitled to vote generally in the election of directors without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person’s attaining such

percentage interest; (ii) the Company is a party to a merger, consolidation, sale of all or substantially all of its assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board of Directors then in office, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) at any time, a majority of the members of the Board of Directors are not individuals (A) who were directors as of the Effective Date or (B) whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by the affirmative vote of at least two-thirds of the directors then in office who were directors as of the Effective Date or whose election or nomination for election was previously so approved.

(b)“Corporate Status” means the status of a person (including at any time prior to the Effective Date) as a present or former director, officer, employee or agent of the Company or as a present or former director, trustee, officer, partner, manager, managing member, fiduciary, employee, representative or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company. As a clarification and without limiting the circumstances in which Indemnitee may be serving at the request of the Company, service by Indemnitee shall be deemed to be at the request of the Company: (i) if Indemnitee serves or served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee, representative or agent of any corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise (A) of which a majority of the voting power or equity interest is or was owned directly or indirectly by the Company or (B) the management of which is controlled directly or indirectly by the Company and/or (ii) if, as a result of Indemnitee’s service to the Company or any of its affiliated entities, Indemnitee is subject to duties to, or required to perform services for, an employee benefit plan or its participants or beneficiaries, including as fiduciary or deemed fiduciary thereof.

(c)“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification and/or advance of Expenses is sought by Indemnitee.

(d)“Expenses” means any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers, court costs, arbitration and mediation costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, federal, state, provincial, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, the charter or bylaws of the Company, any directors and officers liability insurance policy, ERISA excise taxes and penalties and any other disbursements or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in or otherwise participating in a Proceeding. Expenses shall also include Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium for, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent.

(e)“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements), or (ii) any other party to or participant or witness in the Proceeding giving rise to a claim for indemnification or advance of Expenses hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person or entity who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(f)“Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, claim, demand, discovery request or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature, including any appeal therefrom, except one completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and Indemnitee. If Indemnitee reasonably believes that a given situation may lead to or culminate in the institution of a Proceeding, such situation shall also be considered a Proceeding.

Section 2.Services by Indemnitee. Indemnitee serves or will serve in the capacity or capacities set forth in the first WHEREAS clause above. However, this Agreement shall not impose any independent obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company. This Agreement shall not be deemed an employment contract between the Company (or any other entity) and Indemnitee.

Section 3.General. The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the Effective Date. The rights of Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth in the other sections of this Agreement and any additional indemnification and advancement of expenses permitted by the Maryland General Corporation Law (as amended from time to time, the “MGCL”), including without limitation Section 2-418(g) of MGCL.

Section 4.Standard for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless it is established that (a) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Indemnitee actually received an

improper personal benefit in money, property or services or (c) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Section 5.Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to:

(a)indemnification hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Company;

(b)indemnification hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis that personal benefit in money, property or services was improperly received in any Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in Indemnitee’s Corporate Status; or

(c)indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee against the Company, unless: (i) the Proceeding was brought to enforce this Agreement, and then only to the extent in accordance with and as authorized by Section 12 of this Agreement, or (ii) the Company’s charter or bylaws, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.

Section 6.Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement (other than Section 16), a court of appropriate jurisdiction, upon application of Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the Company in the following circumstances:

(a)if such court determines that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case Indemnitee shall be entitled to such reimbursement and to recover the Expenses of securing such reimbursement; or

(b)if such court determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper without regard to any limitation on such court-ordered indemnification contemplated by Section 2-418(d)(2)(ii) of the MGCL.

Section 7.Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding (a) and is successful, on the merits or otherwise, in the defense of such Proceeding, the Company shall indemnify Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by

Indemnitee or on Indemnitee’s behalf in connection therewith or (b) is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each such claim, issue or matter for which Indemnitee is successful, allocated on a reasonable and proportionate basis. For purposes of this Section 7, and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 8.Advance of Expenses for Indemnitee. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, advance all Expenses incurred by or on behalf of Indemnitee in connection with such Proceeding. The Company shall make such advance within ten days after the receipt by the Company of a statement or statements requesting such advance from time to time, whether prior to or after final disposition of such Proceeding, and such advance may be in the form of, in the reasonable discretion of Indemnitee (but without duplication), (a) payment of such Expenses directly to third parties on behalf of Indemnitee, (b) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (c) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof to reimburse the portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately be determined by non-appealable judgment of a court of competent jurisdiction that the standard of conduct has not been met by Indemnitee and which have not been successfully resolved as described in Section 7 of this Agreement. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

Section 9.Indemnification and Advance of Expenses as a Witness or Other Participant. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is or may be, by reason of Indemnitee’s Corporate Status, made a witness or otherwise asked to participate in any Proceeding, whether instituted by the Company or any other person or entity, and to which Indemnitee is not a party, Indemnitee shall be advanced and indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith within ten days after the receipt by the Company of a statement or statements requesting any such advance or indemnification from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. In connection with any such advance

of Expenses, the Company may require Indemnitee to provide an undertaking and affirmation substantially in the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of execution thereof.

Section 10.Procedure for Determination of Entitlement to Indemnification.

(a)To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary or appropriate to determine whether and to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The officer of the Company receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

(b)Upon written request by Indemnitee for indemnification pursuant to Section 10(a) above, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control has occurred, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, which Independent Counsel shall be selected by Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL, which approval shall not be unreasonably withheld; or (ii) if a Change in Control has not occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or by a majority vote of a duly authorized committee of the Board of Directors consisting solely of one or more Disinterested Directors who were duly designated to act in the matter by a majority vote of the Disinterested Directors, (B) if Independent Counsel has been selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (C) if so directed by the Board of Directors, by the stockholders of the Company, other than directors or officers who are parties to the Proceeding. If it is so determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary or appropriate to such determination in the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(b). Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom.

(c)The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.

Section 11.Presumptions and Effect of Certain Proceedings.

(a)In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity (including any court having jurisdiction over the matter) making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall have the burden of proof, by clear and convincing evidence, to overcome that presumption in connection with the making of any determination contrary to that presumption.

(b)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, does not create a presumption that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

(c)The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to Indemnitee for purposes of determining any other right to indemnification under this Agreement.

Section 12.Remedies of Indemnitee.

(a)If (i) a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) an advance of Expenses is not timely made pursuant to Section 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 or 9 of this Agreement within ten days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the charter or bylaws of the Company is not made within ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction or, at Indemnitee’s option, Indemnitee may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitee’s entitlement to indemnification or advance of Expenses. Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b)In any judicial proceeding or arbitration commenced pursuant to this Section 12, Indemnitee shall be presumed to be entitled to indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 12, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 8 of this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Company shall, to the maximum extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement.

(c)If a determination shall have been made pursuant to Section 10(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification that was not disclosed in connection with the determination.

(d)In the event that Indemnitee is successful in seeking, pursuant to this Section 12, a judicial adjudication of or an award in arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by Indemnitee in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

(e)Interest shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing with either the tenth day after the date on which the Company was requested to advance Expenses in accordance with Section 8 or 9 of this Agreement or the 60th day after the date on which the Company was requested to make the determination of entitlement to indemnification under Section 10(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee by the Company.

Section 13.Defense of the Underlying Proceeding.

(a)Indemnitee shall notify the Company promptly in writing upon being served with or receiving any summons, citation, subpoena, complaint, indictment, notice, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder and shall include with such notice a description of the nature of

the Proceeding and a summary of the facts underlying the Proceeding. The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.

(b)Subject to the provisions of the last sentence of this Section 13(b) and of Section 13(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 13(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee, or (iii) would impose any liability, Expense, judgment, fine, penalty or limitation on Indemnitee. This Section 13(b) shall not apply to a Proceeding brought by Indemnitee under Section 12 of this Agreement.

(c)Notwithstanding the provisions of Section 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company or other Company indemnitees in such Proceeding, or (iii) if the Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person or entity takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the reasonable expense of the Company (subject to Section 12(d) of this Agreement), to represent Indemnitee in connection with any such matter.

Section 14.Non-Exclusivity; Survival of Rights; Subrogation.

(a)The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any

time be entitled under applicable law, the charter or bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or bylaws of the Company, this Agreement or any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.

(b)In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

Section 15.Insurance.

(a)The Company will use its reasonable best efforts to acquire and maintain directors and officers liability insurance, on terms and conditions consistent with industry standards by the Board of Directors, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee by reason of Indemnitee’s Corporate Status and covering the Company for any indemnification or advance of Expenses made by the Company to Indemnitee for any claims made against Indemnitee by reason of Indemnitee’s Corporate Status. In the event of a Change in Control, the Company shall maintain in force (which may be via so called tail insurance or extended reporting period coverage) any and all directors and officers liability insurance policies that were maintained by the Company immediately prior to the Change in Control for a period of six years with the insurance carrier or carriers and through the insurance broker in place at the time of the Change in Control; provided, however, (i) if the carriers will not offer the same policy and an expiring policy needs to be replaced, a policy substantially comparable in scope and amount shall be obtained and (ii) if any replacement insurance carrier is necessary to obtain a policy substantially comparable in scope and amount, such insurance carrier shall have an AM Best or S&P rating that is the same or better than the AM Best or S&P rating of the existing insurance carrier; provided, further, however, in no event shall the Company be required to expend in the aggregate in excess of 250% of the annual premium or premiums paid by the Company for directors and officers liability insurance in effect on the date of the Change in Control. In the event that 250% of the annual premium paid by the Company for such existing directors and officers liability insurance is insufficient for such coverage, the Company shall spend up to that amount to purchase such lesser coverage as may be obtained with such amount. In addition, If the Company determines to cancel or not to renew its directors and officers liability insurance policy other than in connection with a Change of Control, it shall purchase a

six-year tail insurance policy, subject to the provisions and limitations contained in the previous two sentences.

(b)Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee which would otherwise be indemnifiable hereunder arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in Section 15(a). The purchase, establishment and maintenance of any such insurance shall not in any way limit or affect the rights or obligations of the Company or Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights or obligations of the Company under any such insurance policies. If, at the time the Company receives notice from any source of a Proceeding to which Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.

(c)Indemnitee shall reasonably cooperate with the Company or any insurance carrier of the Company with respect to any Proceeding.

Section 16.Coordination of Payments. Notwithstanding any other provision of this Agreement, the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 17.Contribution. If the indemnification provided in this Agreement is unavailable in whole or in part and may not be paid to Indemnitee for any reason, other than for failure to satisfy the standard of conduct set forth in Section 4 or due to the provisions of Section 5, then, with respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the maximum extent permissible under applicable law, the Company, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, penalties, and/or amounts paid or to be paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of indemnification or contribution it may have at any time against Indemnitee.

Section 18.Reports to Stockholders. To the extent required by the MGCL, the Company shall report in writing to its stockholders the payment of any amounts for indemnification of, or advance of Expenses to, Indemnitee under this Agreement arising out of a Proceeding by or in the right of the Company with the notice of the meeting of stockholders of the Company next following the date of the payment of any such indemnification or advance of Expenses or prior to such meeting.

Section 19.Duration of Agreement; Binding Effect.

(a)This Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve as a director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement), which date shall in no event be earlier than the date on which the applicable statute of limitations period with respect to any possible Proceeding expires.

(b)The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, trusts and other estate planning vehicles, assigns, heirs, devisees, executors and administrators and other legal representatives.

(c)The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(d)The Company and Indemnitee agree that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. Indemnitee shall further be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges that, in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such requirement of such a bond or undertaking.

Section 20.Severability. If any provision or provisions of this Agreement shall be held to be invalid, void, illegal or otherwise unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section, paragraph or sentence of this Agreement containing any such provision held to be invalid, void, illegal or otherwise unenforceable that is not itself invalid, void, illegal or otherwise unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the maximum extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the maximum extent possible, the provisions of this Agreement (including, without limitation, each portion of any section, paragraph or sentence of this Agreement containing any such provision held to be invalid, void, illegal or otherwise unenforceable, that is not itself invalid, void, illegal or otherwise unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 21.Counterparts. This Agreement may be executed in one or more counterparts (delivery of which may be via e-mail as a portable document format (.pdf) or other electronic format), each of which will be deemed to be an original, and it will not be necessary in making proof of this Agreement or the terms of this Agreement to produce or account for more than one such counterpart. One such counterpart signed by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.

Section 22.Headings; Recitals. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. The recitals to this Agreement are incorporated into and are deemed part of this Agreement.

Section 23.Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor, unless otherwise expressly stated, shall such waiver constitute a continuing waiver.

Section 24.Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand or overnight courier service and receipted for by the party to whom said notice, request, demand or other communication shall have been directed, on the day of such delivery, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

(a)If to Indemnitee, to the address set forth on the signature page hereto.

(b)If to the Company, to:

Chief Administrative Officer

Sun Communities, Inc.

27777 Franklin Road, Suite 300

Southfield, MI 48034

and to:

Chair of the Nominating and Corporate Governance Committee

Sun Communities, Inc.

27777 Franklin Road, Suite 300

Southfield, MI 48034

or to such other address as may have been furnished in writing to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

Section 25.Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without regard to its conflicts of laws rules.

Section 26.Entire Agreement. Except as provided in and without limiting the Company’s charter and bylaws, and subject to and without limiting Section 14(a) hereof, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof, including, without limitation, the Prior Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Sun Communities, Inc.

By:

Name:

Title:

INDEMNITEE

_______________________________________

Name:

Address:

EXHIBIT A

AFFIRMATION AND UNDERTAKING TO REPAY EXPENSES ADVANCED

To: The Board of Directors of Sun Communities, Inc.

Re: Affirmation and Undertaking

Ladies and Gentlemen:

This Affirmation and Undertaking is being provided pursuant to that certain Indemnification Agreement dated the _____ day of ______________, 20___, by and between Sun Communities, Inc., a Maryland corporation (the “Company”), and the undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled to advance of Expenses in connection with [Description of Proceeding] (the “Proceeding”).

Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.

I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm my good faith belief that at all times, insofar as I was involved as a director and/or an officer of the Company, in any of the facts or events giving rise to the Proceeding, I (1) did not act with bad faith or active or deliberate dishonesty, (2) did not receive any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me was unlawful.

In consideration of the advance by the Company for Expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that (1) an act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (2) I actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established.

IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this ___ day of _______________, 20__.

Name:

Sun Communities, Inc

Code of Conduct & Business Ethics

I.Code of Conduct

Sun Communities, Inc. (the “Company” or “Sun”) seeks to conduct its business in accordance with the highest standards of honest and ethical conduct and in compliance with applicable laws, rules and regulations. This Code of Business Conduct and Ethics (the “Code”) governs the business decisions made and actions taken by the Company’s team members, officers and directors and is an expression of the Company’s fundamental and core values, which include: (i) integrity and honesty in the Company’s and its team members’ dealings with customers, suppliers, co‐venturers, competitors, shareholders and the community; (ii) respect for individuality and personal experience and background; and (iii) support of the communities where the Company and its team members work. All references in the Code to “team members” includes all employees , officers and directors of the Company (including its subsidiaries), unless the context requires otherwise.

These core values and the other standards of conduct in this Code provide general guidance for resolving a variety of legal and ethical questions for team members. However, while the specific provisions of this Code attempt to describe certain foreseeable circumstances and to state the team member’s, officer’s and director’s obligations in such event, it is impossible to anticipate all possibilities. Therefore, in addition to compliance with the Code and applicable laws, rules and regulations, all Company team members are expected to observe the highest standards of business and personal ethics in the discharge of their assigned duties and responsibilities.

The integrity, reputation and profitability of the Company ultimately depend upon the individual actions of the Company’s team members. As a result, each such individual is personally responsible and accountable for compliance with this Code. This Code is in addition to any other Company policies and/or agreements and is not intended to reduce or limit other obligations that team members may have to the Company.

II.Compliance Procedure

a.Administration of the Code. The Nominating and Corporate Governance Committee (the “NCGC” or “Governance Committee”) of the Board of Directors of the Company (the “Board”), or such committee or person(s) responsible for administering the Code as the Board shall designate, shall be responsible for the administration of the Code. The Governance Committee or the Board shall establish such procedures as it shall deem necessary or desirable to discharge this responsibility, including delegating authority to officers and other team members and engaging advisors. Administration of the Code shall include periodically reviewing the Code and proposing any changes to the Code that are deemed necessary or appropriate.

b.Communication of the Code. A copy of the Code shall be supplied to all team members upon beginning service at the Company and updates will be provided upon any change to the Code. At the point of hire and on an annual basis team members are expected to acknowledge that they have read and understand the Code. Team members also undergo online training as part of their onboarding to ensure the expectations for ethical conduct are understood. A copy of the Code is available to all team members by

requesting one from the Human Resources team or by accessing the corporate intranet. The Code is available to team members in the local languages of the regions in which the Company operates.

c.Monitoring Compliance and Disciplinary Action. The Company’s management, under the supervision of the Governance Committee, the Board, or in the case of accounting, internal accounting controls or auditing matters, the Audit Committee of the Board, shall take reasonable steps to: (i) monitor and audit compliance with the Code, including the establishment of monitoring and auditing systems that are reasonably designed to investigate and detect conduct in violation of the Code; (ii) establish reporting procedures; and (iii) impose and enforce appropriate disciplinary measures for violations of the Code. The disciplinary measures may include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension with or without pay, demotions, reductions in salary, and termination of employment or service to the Company and/or restitution. The Company’s management shall periodically report to the Governance Committee or the Board on these compliance efforts including, without limitation, regular reporting of alleged violations of the Code and the actions taken with respect to such violations.

d.Reporting Violations and Concerns Under the Code.

1.How to Report a Possible Violation or Concern

•Stakeholders are obligated to report actions (or failures to act) that have occurred, are ongoing, or may be about to occur that violate or would violate the Code using any of the following methods:

EthicsPoint Reporting System

•By phoning (844) 492‐0905, available 24 hours per day, 365 days per year

•By completing an online report at https://secure.ethicspoint.com/

Chief Administrative Officer (“Compliance Officer”)

•In writing, by U.S. mail, addressed to the Compliance Officer at 27777 Franklin Road, Suite 300, Southfield, MI 48034;

•By emailing the Compliance Officer at complianceofficer@suncommunities.com; or

•By phoning the Compliance Officer at the Company’s main number at (248) 208‐2500.

Team members may report concerns related to harassment, discrimination or other team-related matters to the Human Resources team

•By phoning the HR Reporting Line at (844) 786‐2838

•In writing to the Human Resources Department, c/o Team Relations, Sun Communities, Inc., 27777 Franklin Road, Suite 300, Southfield, MI 48034.

Concerns related to accounting, internal accounting controls or auditing matters may be reported to:

•EthicsPoint (see contact details above)

•Chairperson of the Audit Committee of Sun Communities, Inc., c/formofindemnificationagree.htm

•Compliance Officer, Sun Communities, Inc., 27777 Franklin Road, Suite 300, Southfield, MI 48034.

Our wholly owned subsidiaries, Safe Harbor Marinas and Park Holidays UK, also provide reporting options for use by their team members. The contact information for these are available in the team member handbook provided to team members of these business units.

•Stakeholders must not use these reporting procedures in bad faith or in a false or frivolous manner.

2.Confidentiality; Retaliation

•When reporting conduct suspected of violating the Code, the Company prefers that the reporter identify themselves to assist with the Company’s ability to take appropriate steps to address the report, including conducting any appropriate investigation. If the reporter wishes to remain anonymous, they may do so. In any event, the Company will use reasonable efforts to protect the confidentiality of the reporting person subject to applicable law, rule or regulation or to any applicable legal proceedings. In the event the report is made anonymously, however, the Company may not have sufficient information to investigate or evaluate the allegations. Accordingly, persons who make reports anonymously should endeavor to provide as much detail as is reasonably necessary to permit the Company to look into, investigate and evaluate the matter(s) set forth in the anonymous report.

•Any person involved in any capacity in an investigation of a possible violation of the Code must not discuss or disclose any information relating to that investigation or the related complaint to anyone not involved in conducting the investigation unless otherwise required by applicable law, rule or regulation.

•The Company investigates all such reports as confidentially as possible and appropriate corrective action, including discipline and/or termination, when it determines that misconduct has occurred. Information about complaints is not disclosed except to the extent necessary to protect involved parties, investigate the complaint or incident, to take appropriate corrective action, or otherwise comply with applicable laws and regulations. The Company will conduct such investigations in a fair and timely manner.

•The Company expressly forbids any retaliation against any reporter for reporting suspected misconduct in good faith or for participating in any internal or governmental investigations into allegations of unlawful misconduct or violations of policy. Any person who participates in any retaliation or harassment is subject to disciplinary action, including termination.

e.Waivers and Amendments. No waiver of any provisions of the Code as applied to Designated Officers (defined below) or directors of the Company shall be effective unless first approved by the Governance Committee or the Board, and, if required, disclosed in accordance with applicable United States securities laws and the rules and regulations of the New York Stock Exchange. Any waivers of the Code for other team

members may only be made by the Governance Committee. All amendments to the Code must be approved by the Board and must be disclosed in accordance with applicable United States securities laws and the rules and regulations of the New York Stock Exchange. For purposes of this paragraph, “Designated Officers” means the Company’s principal executive officer, principal financial officer, principal accounting officer or controller and any other officer who is an “executive officer” as defined in the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange.

III.Standards of Conduct

a.Compliance with Sarbanes Oxley. As a publicly traded company, the Company is subject to compliance with the Sarbanes Oxley Act of 2002 (“SOX”). SOX is designed to ensure sufficient corporate internal control practices, resulting in improved external financial reporting. Sun has traditionally maintained high levels of internal control and through team member efforts will continue this tradition.

As part of daily, weekly and monthly work responsibilities, Sun’s team members ensure ongoing compliance with SOX through activities, such as performing account reconciliations or obtaining supervisory approvals for transactions. Some of these responsibilities may also be written in individual team member’s job descriptions.

Active team member participation and communication is critical to Sun’s success in maintaining a high level of effective internal controls. Senior management believes it is important that all team members are made aware of the existence of SOX and their part in keeping the Company SOX compliant. By making a commitment to report inappropriate business practices, each team member ensures a more positive work environment.

b.Conflicts of Interest. The Company recognizes and respects the right of its team members, officers, and directors to engage in outside activities which they may deem proper and desirable, provided that the foregoing persons fulfill their obligations to act in the best interests of the Company and to avoid situations that present a potential or actual conflict between their interests and the Company’s interests.

A “conflict of interest” occurs when a person’s private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. Conflicts of interest may arise in many situations. They can arise when a team member takes an action or has an outside interest, responsibility or obligation that may make it difficult for him or her to perform the responsibilities of his or her position objectively and/or effectively in the best interests of the Company. They may also occur when a team member or a member of his or her family receives some improper personal benefit as a result of his or her position in the Company. While it is impossible to define all situations that could constitute a conflict of interest, the following examples would apply:

1.Acceptance of full‐time, part‐time, or temporary employment with any organization or person that does business with or competes with the Company;

2.Having a financial interest in a firm that competes with or provides goods or services to the Company;

3.Acceptance of gifts from any organization or person that does business with or seeks to do business with the Company;

4.Divulging any information to any competitor of the Company;

5.Making a loan to or borrowing from any of the foregoing persons; and/or

6.Entering a transaction with the Company involving more than $120,000 in which a related party to the Company had or will have a direct or indirect material interest without obtaining prior review by and approval from the NCGC.

In many cases, a potential conflict of interest or improper transaction may be avoided by making a full disclosure of the facts prior to any transaction, thereby permitting the Company to make an informed, independent decision regarding the transaction. Such disclosure should be made to the Compliance Officer for review and potential submission to the NCGC for its review. The Company reserves the right to condition the approval of any specific transaction on such terms and conditions as the Company in its sole discretion may require including, but not limited to, specific financial reporting and audit requirements.

c.Relationships with Company Vendors: To assist in determining what constitutes a “conflict of interest”, the Company believes that engaging third parties who routinely do business with the Company for the team members’ personal purposes can create actual or perceived conflicts of interests. These situations may lead to blurring the distinction of personal and professional dealings and deviate from the “arm’s length” interactions that best serve the Company’s interests. In addition, mixing personal activities and Company business may make it difficult for the team members to maintain objectivity in their work.

The following procedure require a team member to obtain the Company's prior written approval:

•A team member must not, without prior written approval, engage, hire, retain, or solicit any vendor, contractor, or third party who routinely provides goods or services to the Company for their personal use, if the price of the goods or services is typically negotiable. This approval must be obtained from the team member's Senior Vice President, or, for those working in the Main Office, from the Compliance Officer. If the team member in question is the Compliance Officer, written approval must be obtained from the Company's President. This consent requirement applies universally, regardless of the value of the goods or services involved.

•All requests for approval must describe in detail the entire scope of the relationship and the goods or services being rendered so that the person required to approve the arrangement can be certain that the pricing and other terms on which such goods or services will be provided are "arm's‐length."

•The only exception to the aforementioned requirement for prior written consent is if there is an emergency situation (e.g., a water leak, natural disaster, etc.) which makes obtaining prior written approval impracticable under the circumstances. In such event, the team member must provide the required information and seek ratification of the transaction or engagement as soon as possible.

•Following completion of any approved use of a Company vendor, the team member must promptly provide evidence of payment for all related goods or services to the person who granted the approval. The person who granted the approval must then

promptly forward all records and evidence of approval and payment to the Compliance Officer.

d.Business Gifts: The Company believes that accepting a business gift could also create the appearance of an actual or potential conflict of interest. As a result, the Company has adopted "Acceptance of Gratuities, Gifts, & Vendor Sponsorships" to set forth the Company's policy with respect to these gifts. A copy of these guidelines is available under the Business Ethics section of the team member handbook.

If there are any questions as to whether or not a specific act or situation represents, or appears to represent, a conflict of interest, a team member should consult the Compliance Officer. Any transaction or relationship that reasonably could be expected to give rise to a conflict of interest should be reported promptly to the Compliance Officer, who shall notify the Board or the Governance Committee as deemed appropriate.

e.Other Related Party Transactions:

In addition to the foregoing, (i) in the case of directors and officers, without the approval of a majority of the disinterested directors on the Board (i.e., directors that do not have a personal financial interest in the transaction that is adverse to that of the Company or its stockholders), or (ii) in the case of other team members, without the approval of appropriate supervisors (i.e., Division Vice Presidents, Department Vice Presidents, or Department Senior Vice Presidents), the Company may not: (A) acquire from any team member, or any entity in which a team member has an economic interest of more than 5% or a controlling interest, or acquire from or sell to any affiliate of any of the foregoing, any Company assets or other property; (B) make any loan to or borrow from any of the foregoing persons (other than in the ordinary course of business); (C) enter into any transaction involving more than $120,000 in which a related party had or will have a direct or indirect material interest, unless such transaction is given prior approval by the Nominating and Corporate Governance Committee of the Company; or (D) engage in any other transaction with any of the foregoing persons.

A clear distinction should always be drawn between a team member’s private investments and those undertaken by the Company on its own behalf or on behalf of its customers. You must not make personal investments prompted by knowledge of inside information and must not represent the Company in any business dealing where a financial connection could compromise your loyalty to the Company.

If there are any questions as to whether a specific act or situation represents, or appears to represent, a conflict of interest, a team member should consult the Compliance Officer. Any transaction or relationship that reasonably could be expected to give rise to a conflict of interest should be reported promptly to the Compliance Officer, who shall notify the Board or the Governance Committee as deemed appropriate.

No executive officer or director of the Company (or any family member or affiliate of such executive officer or director) may enter into any transaction or arrangement with the Company that reasonably could be expected to give rise to a conflict of interest without the prior approval of the Governance Committee.

f.Political Contributions & Payments to Officials: The Company does not make any contribution or expenditure in connection with political campaigns. Team members are prohibited from using corporate funds in connection with any federal, state, or local primary or election.

g.Compliance with Laws, Rules and Regulations: The Company is committed to conducting its business with honesty and integrity and in compliance with all applicable laws, rules and regulations. No team member shall engage in any unlawful or unethical activity or instruct others to do so. Team members are required to comply with insider trading laws which make it unlawful for any person who has material non‐public information about the Company to trade the stock or other securities of the company or to disclose such information to others who may trade, as well as the Company's insider trading policy. As a team member conducts the Company’s business, they may encounter a variety of legal issues. If team members have questions on specific laws, rules or regulations they should contact the Compliance Officer who will determine whether to notify the Company’s outside legal counsel.

h.Protection and Proper Use of Company Assets; Corporate Opportunities Team members are required to protect the Company’s assets entrusted to them and to protect the Company’s assets in general. Team members shall also take steps to ensure that Company assets are used only for legitimate business purposes consistent with the Company’s guidelines. Loss, carelessness, misuse and waste of Company assets have a direct impact on the Company’s profitability. Each team member is further prohibited from: (i) diverting to oneself or to others any opportunities that are discovered through the use of Company property or information or their position, (ii) using Company property or information or their position for personal gain, or (iii) competing with the Company (as discussed more fully above under “Conflicts of Interest”). Team members owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Any questions concerning the protection and proper use of Company assets or regarding corporate opportunity matters should be directed to the appropriate supervisor or the Compliance Officer.

i.Confidentiality: Confidential information generated and gathered in the Company’s business plays a vital role in the Company’s business, prospects and ability to compete. “Confidential information” includes all nonpublic information that might be of use to competitors or harmful to the Company or its customers if disclosed, including, without limitation, trade secrets as protected by law; financial information, reports, and forecasts; business affairs, operating procedures and policies; terms of our leases, our developments and our acquisitions and dispositions of properties; inventions and other intellectual property; software, technical and computer data; know‐how; designs, processes or formulae; pricing, marketing, business plans and methods; market information; customer or tenant lists; personnel and team member information; security procedures and protocols relating to the Company's physical property or information technology; information for which the Company has a legal duty or has otherwise agreed contractually not to disclose (such as information about tenants, other companies or properties); and business plans, prospects and opportunities (such as possible tenants or developments or acquisitions or dispositions of businesses or properties) which have been discussed or considered by the management of the Company. Team members are

required not to disclose or distribute such confidential information, except when disclosure is authorized by the Company or required by law or other regulations, and shall use such information solely for legitimate Company purposes. Upon leaving the Company, team members must return all copies of confidential information in their possession.

Copies of the Company’s Insider Trading Statement and Disclosure Policy and other important Company policies and information are available on the Company’s Website and via the Company’s intranet, including but not limited to within its online “Knowledge Base.” If a team member has any questions concerning whether information in their possession is confidential, or whether disclosure or other use of information is permissible, they should consult the Compliance Officer.

j.Fair Dealing: Team members should endeavor to act fairly, honestly, ethically and in accordance with applicable laws in all business dealings on behalf of the Company, including in all dealings with the Company’s customers, suppliers, competitors and team members. No team member should take unfair advantage of another person through manipulation, concealment, abuse of privileged or confidential information, misrepresentation of material facts, or any other unfair dealing practice. Whenever the ethical or legal requirements of a situation are unclear, team members should contact their supervisor or the Compliance Officer.

k.Quality of Public Disclosures: The Company is committed to providing its shareholders with complete and accurate information, in all material respects, about the Company’s financial condition and results of operations in accordance with the securities laws of the United States and, if applicable, other foreign jurisdictions. The Company strives to ensure that the reports and documents it files with or submits to the Securities and Exchange Commission, and other public communications made by the Company, include full, fair, accurate, timely, and understandable information.

Revised February 13, 2025

SUN COMMUNITIES, INC.

Insider Trading Policy

1.Introduction

In the course of performing duties for Sun Communities, Inc. and its subsidiaries (the “Company,” “we” or “us”), our directors, officers and employees may, at times, have information about us or another company that is not generally available to the public. Because of this relationship with the Company, if you are aware of material nonpublic information about the Company, federal and state securities laws prohibit trading in the Company’s securities or providing material nonpublic information to others who may trade on the basis of that information. This policy seeks to (a) explain some of the obligations of our directors, officers and employees that are required under the law, (b) prevent actual or the appearance of insider trading and (c) to protect our reputation for integrity and ethical conduct.

2.Persons Subject to Insider Trading Policy

This policy applies to all directors, officers and employees of the Company, as well as their family members and any other person with whom they have a relationship that might reasonably result in that person’s transactions being attributable to the director, officer or employee (collectively, “affiliates”). This includes any legal entities that are influenced or controlled by a director, officer or employee, such as corporations, partnerships, trusts or other entities. For purposes of this policy, “family members” consist of people within your family who live with you, are financially dependent on you, or whose transactions in our securities are directed by you or are subject to your influence or control.

This policy will continue to apply to one’s transactions in the Company’s securities even after he or she has terminated employment with the Company or no longer serves as a director, until it has reasonably been determined that such person no longer possesses material nonpublic information related to his or her employment with Company or based on his or her services on the Company’s board of directors.

3.General Policy Statement

Except with limited exceptions as detailed below, any director, officer, employee or affiliate of the Company who is aware of material nonpublic information of the Company may not (a) purchase or sell the Company’s securities in order to gain personal advantage of such material nonpublic information, or (b) provide such information or recommend a transaction involving the Company’s securities to any other person or entity.

Additionally, directors, officers, employees and affiliates of the Company who learn of material nonpublic information about another company with which the Company does or may develop a business relationship with through employees, tenants, prospective tenants, or joint venture partners, may not trade in that other company’s securities until such information becomes publicly available or nonmaterial. Material nonpublic information shared with the Company or its

directors, officers, or employees in order to facilitate a business relationship among the Company and the third party may not be used for any other purpose.

4.“Material Nonpublic Information”

a.General

The federal and state securities laws make it illegal for someone to buy or sell a company’s securities at a time when he or she possesses “material, nonpublic information” relating to the company. This conduct is known as “insider trading.” Passing such material, nonpublic information on to someone who may buy or sell securities – which is known as “tipping” – is also illegal. These prohibitions apply to stock, options, debt securities or any other securities of the Company, as well as to securities of other companies if you learned something in the course of your duties that may affect their value. This policy applies both to securities purchases (to make a profit based on good news) and securities sales (to avoid a loss on bad news).

Insider trading and tipping are prohibited even if we are not in a blackout period (as discussed below). The fact that you have material, nonpublic information is enough to bar you from trading; it is no excuse that your reasons for trading were not based on that information. For example, you might have planned to sell Company shares at a particular time to pay a tuition bill. You may not do so, however, if you possess material, nonpublic information about the Company at that time. In addition, all employees, officers and directors are barred from short sales of Company and are prohibited from engaging in any transactions in publicly traded options on Company stock, whether or not a blackout period is in effect.

b.Materiality

“Material” information is information that is likely to influence a typical investor’s decision to buy, sell or hold the company’s securities. Material information can include information that something is likely to happen – or just that it might happen. Any information that could be expected to affect the Company’s (or, in the case of information about another company, such other company’s) stock price, whether it is positive or negative, should be considered material. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances, and is often evaluated by enforcement authorities with the benefit of hindsight. The following types of information are particularly sensitive and, as a general rule, should be considered material (although this is not an exhaustive list):

•the operating or financial results from previous or current quarters or fiscal years;

•projections of future earnings or losses, or other earnings guidance;

•changes to previously announced earnings guidance;

•a dividend increase or decrease, a change in dividend policy, or declaring a dividend;

•pending or proposed significant merger, joint venture, acquisition or disposition;

•public or private debt or equity transactions;

•plans for substantial capital investment;

•pending or threatened significant litigation or disputes;

•a change in management;

•significant related party transactions;

•a stock split or other recapitalization;

•a redemption or purchase by Company of its securities;

•cybersecurity risks and incidents, including vulnerabilities and breaches; and

•any other information which is likely to have a significant impact on the Company’s financial results or stock price

This list does not include all types of information that may be material, as other types of information may be material depending on the circumstances. If you obtain any of the above types of information, the law requires that you refrain from buying or selling Company securities until after the information has been disclosed to the public and absorbed by the market (in most cases, the first safe day to trade is the first trading day after the disclosure). If there is uncertainty whether information is material, you should consult the Company’s legal counsel or Chief Financial Officer before making a decision to disclose such information or to trade in or recommend trading in the Company’s securities to which the information relates.

c.Nonpublic Information

Nonpublic information means that such information has not been widely disclosed to the marketplace and/or the investing public has not had sufficient time to absorb the information. In order to establish that the information has been disclosed to the public, the information must have been widely disseminated, generally through a release to a national wire service or a filing with the Securities and Exchange Commission. The amount of elapsed time that is sufficient will vary depending upon the nature and significance of the information. Generally, allowing one full day after the first full trading day the information is released should allow the market sufficient time to assimilate newly disclosed information.

5.Additional Prohibited Activity

a.Handling Inside Information

Previously undisclosed information about the Company’s financial and business development, condition or performance is considered confidential inside information.

Employees should not discuss or disclose confidential inside information with any person outside of the Company, such as shareholders, the media, prospective investors or stock analysts. In addition, employees should also refrain from commenting on our competitors’ and suppliers' businesses.

b.No Trading in Securities of Certain Other Companies

If the Company is involved in a material, confidential transaction with another public company, no director, officer, employee or any of their affiliates who is aware of the transaction or possible transaction may purchase or sell any securities, options or other derivative securities of the other public company, until the first trading day after the transaction has been publicly announced by either the Company or the other company to the transaction.

c.No Trading During the “Blackout Period”

In order to protect you and the Company from allegations of insider trading, this Insider Trading Policy prohibits you from buying or selling Company securities during the quarterly “blackout period,” which typically begins at the end of each fiscal quarter and ends on the first trading day after the public release of the quarter's financial results. This policy is based on the presumption that, during the blackout period, Company employees, officers and directors will have access to the quarter's financial results, which are deemed material, non-public information until they are disseminated into the marketplace.

Prior to the beginning of each blackout period, you will receive an email containing the dates during which the blackout period will be in effect. At that time, if you have any limit orders outstanding, you should suspend them for the duration of the blackout period. Otherwise, your broker may execute a trade which is prohibited by the blackout period policy.

d.No Short Sales or Trading in Options

Federal law prohibits directors and officers from selling short Company stock, except in cases where they already own the number of shares of Company stock necessary to cover such short sale. Because short sales represent a bet that Company stock price will decline, this Insider Trading Policy prohibits all directors, officers and employees from shorting Company stock, unless such individuals already own the number of shares of Company stock necessary to cover such short sale.

This Insider Trading Policy also prohibits employees, officers and directors from engaging in any transaction in publicly traded options on Company stock, since such speculation can harm the Company by sending inappropriate or potentially misleading signals to the market. This prohibition applies to all types of publicly traded options (other than employee stock options granted by the Company). Also, see the Company’s “Policy Prohibiting Hedging” applicable to directors and executive officers.

6.Advance Authorization Required for Officers and Directors

To avoid an inadvertent violation of trading prohibitions, no executive officer or director of the Company may purchase or sell Company securities (including exercising employee stock options and selling the underlying shares through a “cashless exercise” or otherwise, or selling other derivative securities) unless a Compliance Officer is advised in advance of such intent and authorizes such individual to enter into the transaction. Once a transaction is authorized, it should be completed within five trading days of approval.

7.Permitted Transactions

Notwithstanding anything to the contrary in this policy, you are permitted to: (a) exercise a tax withholding right with respect to restricted stock pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholding requirements upon vesting (but this does not include market sales of stock); (b) exercise stock options that have been granted to you by the Company, including any net exercise of the option pursuant to which you have elected to have the Company withhold shares of stock to satisfy tax withholding requirements or the exercise price of the option (but this does not include broker-assisted cashless exercise or market sale of the purchased shares); and (c) purchase or sell our securities pursuant to a Rule 10b5-1 trading program approved by a Compliance Officer.

8.Potential Penalties for Violations/Noncompliance

Persons violating these “insider trading” laws may be found guilty of criminal activity and receive substantial fines and a jail sentence. The SEC may also file a civil lawsuit seeking to recover up to three times the profit gained or loss avoided. In addition, shareholders and the Company may sue for damages. Finally, under a federal statute enacted in 1988, the Company could receive substantial fines for insider trading by its employees.

NONCOMPLIANCE WITH THE SECURITIES LAWS OR ANY OF THE FOREGOING COMPANY POLICIES CONSTITUTES GROUNDS FOR DISCIPLINARY ACTION, WHICH MAY INCLUDE TERMINATION OF EMPLOYMENT.

COMPLIANCE WITH THIS POLICY IS OF THE HIGHEST IMPORTANCE FOR YOU AND THE COMPANY. IF YOU HAVE ANY QUESTIONS REGARDING OUR INSIDER TRADING POLICY, INCLUDING ITS APPLICATION TO ANY PROPOSED TRANSACTION, YOU MAY OBTAIN ADDITIONAL GUIDANCE FROM THE COMPANY’S CHIEF FINANCIAL OFFICER, CHIEF ADMINISTRATIVE OFFICER OR DESIGNATED COUNSEL TO THE COMPANY (OUR “COMPLIANCE OFFICERS”).

Revised February 13, 2025

Document and Entity Information Document	Feb. 13, 2025
Cover Page [Abstract]
Amendment Flag	false
Title of 12(b) Security	Common Stock, $0.01 par value
Entity Incorporation, State or Country Code	MD
Entity File Number	1-12616
Document Type	8-K
Document Period End Date	Feb. 13, 2025
Entity Registrant Name	SUN COMMUNITIES, INC
City Area Code	248
Local Phone Number	208-2500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Tax Identification Number	38-2730780
Entity Address, Address Line One	27777 Franklin Rd.
Entity Address, Address Line Two	Suite 300,
Entity Address, City or Town	Southfield,
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48034
Trading Symbol	SUI
Security Exchange Name	NYSE
Entity Central Index Key	0000912593

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