Item 1.01 Entry into a Material Definitive Agreement.

On November 15, 2021, Sun Communities, Inc. (the "Company") entered into (a) a forward sale agreement (the "Initial Forward Sale Agreement") with Citibank, N.A., and (b) an underwriting agreement (the "Underwriting Agreement") with the Company's operating partnership, Sun Communities Operating Limited Partnership and Citigroup Global Markets Inc. (in its capacity as agent for Citibank, N.A.), as the forward seller, Citibank, N.A., as the forward counterparty, and Citigroup Global Markets Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters named in Schedule II thereto (collectively, the "Underwriters"), relating to the issuance and sale of up to 4,025,000 shares (the "Shares") of the Company's common stock (the "Common Stock") at a public offering price of $185.00 per share, including an option to purchase up to 525,000 additional shares of Common Stock, which was exercised in full. In connection with the Underwriters' exercise in full of such option, on November 16, 2021, the Company entered into another forward sale agreement (together with the Initial Forward Sale Agreement, the "Forward Sale Agreements") with Citibank N.A. The offering of the Shares closed on November 18, 2021.

The offering and sale of the Shares has been registered under the Securities Act of 1933, as amended, pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-255020).

The foregoing description of the Forward Sale Agreements and the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of each such agreement, copies of which are attached hereto as Exhibits 1.1, 1.2 and 1.3, respectively, and the terms of which are incorporated herein by reference.




 Item 8.01     Other Events.

On November 15, 2021, the Company issued a press release announcing the commencement of the offering of the Shares. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

On November 15, 2021, the Company issued a press release announcing the pricing and upsizing of the offering of the Shares. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.




 Item 9.01     Financial Statements and Exhibits.



(d) Exhibits:

Exhibit No. Description 1.1* Forward Sale Agreement dated November 15 , 2021 between Sun Communities, Inc. and Citibank, N.A.

1.2 Forward Sale Agreement dated November 1 6 , 2021 between Sun Communities, Inc. and Citibank, N.A.

1.3 Underwriting Agreement dated November 15, 2021 among Sun Communities, Inc., Sun Communities Operating Limited Partnership, Citigroup Global Markets, Inc. (in its capacity as agent for Citibank, N.A.), as the forward seller, Citibank, N.A., as the forward counterparty, and Citigroup Global Markets Inc. and RBC Capital Markets, LLC, as the representatives of the several underwriters named in Schedule II thereto

5.1 Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, a Professional Corporation

23.1 Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, a Professional Corporation (included in Exhibit 5.1)

99.1 Press Release dated November 1 5 , 2021 , ann ouncing the commencement of the offering of th e S hares

99.2 Press Release dated November 1 5 , 2021 , announcing the pricing of the offering of the Shares

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

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

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