Sun Communities, Inc. (NYSE: SUI) — The Cleaned-Up Twin: A De-Levered, Simplified Manufactured-Housing REIT at a Deserved-but-Narrowing Discount
Independent research note. Report date: 2026-07-10. All figures USD. Primary sources: Sun Communities FY2025 Form 10-K, Q4-FY2025 earnings call (2026-02-25), FY2021–FY2024 10-Ks, ROIC.ai, AZI, FactorsToday.
⚡ Claude’s Take
This is Claude’s own subjective opinion, an independent analyst opinion. It is general information, not investment advice. The analysis that follows takes no position, sets no price target, and confines itself to embedded expectations and scenarios.
Verdict: HOLD, constructive — a genuine deleveraging/simplification turnaround on the best asset class in residential real estate, at a deserved-but-narrowing discount to its pure-play twin. Accumulate on weakness toward ~$105–110 (~15x forward FFO, ~3.9% yield). Not a short. Conviction: medium.
Sun Communities owns half of the best moat in the residential-REIT complex — manufactured-housing (MH) communities you effectively cannot build anymore (zoning/NIMBY froze new supply decades ago), leased to residents who own the home and rent only the pad, who almost never leave (~10-year tenure), producing ~5%-a-year rent increases at 98.1% occupancy and +8.9% same-property NOI in 2025. For years, though, that crown jewel was buried inside a sprawling, over-levered conglomerate — Sun had debt-funded its way into US marinas (Safe Harbor), UK holiday parks, and a cyclical RV book, levering to ~6x and de-rating the stock ~44% from its 2021 bubble peak of ~$211 to a dead-money $110–135 range it has held for three-plus years. 2025 was the year that broke. Under activist pressure (Land & Buildings) and a fresh CEO (founder Gary Shiffman retired as CEO — now Chairman — with ex-Invitation Homes COO Charles Young taking over Oct 1, 2025), Sun sold Safe Harbor Marinas to Blackstone for ~$5.65B, repaid $3.3B+ of debt, cut net leverage from ~6x to 3.4x, earned credit upgrades to BBB+/Baa2, and returned $1.5B+ to shareholders — a genuine balance-sheet transformation. What’s left is a cleaner, IG-rated, MH-focused REIT with elite core fundamentals and a fortress balance sheet (no floating-rate debt, 3.4% average rate, no maturities until 2028) — though continuing-ops Core FFO/share has actually declined ($7.10 in 2023 → $6.68 in 2025 on the RV/UK drag) and is guided only to recover to $6.93 in 2026, still below the 2023 level.
The reason it’s a constructive HOLD rather than a table-pound is honesty about three things. First, the discount is partly deserved. At ~$119 / ~17x forward FFO, Sun trades at a ~12–20% discount to pure-play twin ELS (~20x) — but ELS is cleaner, higher-margin, and has no RV/UK drag. Sun still carries a cyclical RV book (transient revenue fell −9% in 2025) and a soft, minimum-wage-pressured UK holiday-park business that the new CEO is openly “continuously evaluating” (read: a possible future divestiture, and a genuine drag until then). Second, it isn’t cheap in the abstract — ~17x FFO / ~20x EV/EBITDA is the richest residential-REIT valuation after ELS, for a business growing FFO/share only ~4% (2026 guide $6.93 vs $6.68). Third, it’s been dead money for five years (negative five-year total return, negative alpha), and re-leveraging into 4–5% cap-rate MH acquisitions against a 17x-FFO stock is only thinly accretive. Framing: quality-MH-on-the-mend / a deleveraging-and-simplification catalyst story where the discount to the twin should narrow — not a deep-value bargain. Flip-bullish: the UK gets sold (further simplification), RV re-accelerates, and the discount to ELS compresses toward parity — a ~20–25% re-rating on a name the market has left for dead. Flip-bearish: rates back up (beta-0.39 bond proxy), RV keeps sliding, and the new CEO re-levers into another sprawl — restoring the conglomerate discount. Tag: “The MH crown jewel, finally dug out of its own balance sheet.”
📈 Stock Price Action — Five-Year Event Map
Sun is a decades-long compounder that round-tripped a bubble. From a 1993 IPO near $3 it compounded to ~$122 by 2019 and a bubble peak of ~$211 in late 2021/early 2022; the rate shock and a growing awareness of its leverage/complexity then de-rated it ~44%, and it has been range-bound in the $110–135 zone for three-plus years, trading at ~$118.74 today (2026-07-09), ~44% below the high (rs_peak −33%). It is a low-volatility (beta 0.39), rate-sensitive bond-proxy REIT that has been dead money — negative 5-year total return, negative alpha — now stabilizing on the back of the 2025 balance-sheet transformation.
| # | Period | Approx. move | Price (~from → to) | Primary driver(s) | Fact / Interp |
|---|---|---|---|---|---|
| 1 | 2020 → late 2021 | +~65% to the peak | ~$127 → ~$211 | Peak post-COVID REIT bid; RV/outdoor-recreation boom; debt-funded M&A (marinas, UK); ~30x EV/EBITDA froth. | Fact / Interp |
| 2 | 2022 | −41% | ~$211 → ~$124 | Rate-shock de-rating of all bond-proxy REITs; leverage (~6x) and complexity in focus. | Fact / Interp |
| 3 | 2023 | −4% (range) | ~$124 → ~$119 | MH core compounding, but RV normalizing + $213M impairments on over-levered acquisitions; higher-for-longer. | Fact / Interp |
| 4 | 2024 | −5% (range) | ~$119 → ~$113 | Activist (Land & Buildings) engages; RV/transient soft; Safe Harbor sale announced (Dec-2024). | Fact / Interp |
| 5 | 2025 | +8% | ~$113 → ~$122 | Transformation: Safe Harbor sold to Blackstone (~$5.65B), $3.3B debt repaid, 3.4x leverage, IG upgrades, new CEO. | Fact / Interp |
| 6 | 2026 YTD | −3% (range) | ~$122 → ~$119 | Solid FY2025 print + 2026 guide ($6.93 FFO); RV stabilizing; still range-bound awaiting the re-rating. | Fact / Interp |
Cycle narrative. (1) Sun rode the post-COVID REIT bubble and its own debt-funded expansion (marinas, UK holiday parks, RV) to a ~$211 peak at ~30x EV/EBITDA. (2) The 2022 rate shock re-rated every bond-proxy REIT, and Sun fell harder than the group because ~6x leverage and a sprawling, complex portfolio amplified the de-rate. (3–4) 2023–2024 was a dead-money range: the MH core kept compounding, but RV normalized, $213M of impairments hit the over-levered acquisitions, and activist Land & Buildings engaged — culminating in the December-2024 agreement to sell Safe Harbor Marinas. (5) 2025 is the transformation: the ~$5.65B Safe Harbor sale to Blackstone funded $3.3B+ of debt repayment, halving net leverage to 3.4x and earning IG upgrades, while a new CEO (Charles Young) replaced founder Shiffman. (6) The stock has stabilized but not yet re-rated — it still sits at a discount to its cleaner twin, waiting for the simplification to translate into a multiple. (Price moves are Fact; attributed drivers are Interpretation.)
1. Executive Summary
Sun Communities is one of the two scaled public manufactured-housing (MH) and recreational-vehicle (RV) community REITs (the other being Equity LifeStyle, ELS — its direct twin), plus a UK holiday-park business (Park Holidays). It owns/operates ~500+ communities across MH (the stable, high-moat core — ~98% occupied, ground-rent from residents who own their homes), RV resorts (annual + transient — the cyclical overlay), and the UK. FY2025 continuing revenue was ~$2.26B, Core FFO/share $6.68. Following the 2025 sale of its Safe Harbor Marinas business to Blackstone, Sun is now a focused MH/RV/UK REIT.
The 2025 balance-sheet transformation is the story, and it is genuine. Under activist pressure and a new CEO, Sun sold Safe Harbor Marinas (~$5.65B), repaid $3.3B+ of debt, and cut net leverage from ~6x to 3.4x — below its own 3.5–4.5x target — with no floating-rate exposure, a 3.4% weighted-average interest rate, no maturities until 2028, $636M cash, and a $2.0B undrawn revolver. S&P and Moody’s upgraded it (to BBB+/Baa2). It returned $1.5B+ to shareholders in 2025 (buybacks + a raised dividend). This is a de-risked, IG-rated, materially simpler company than the sprawling, over-levered conglomerate the market had punished.
The core MH franchise is elite — one of the best moats in real estate. New MH communities are effectively impossible to entitle (zoning/NIMBY), residents own their homes and rent only the pad (so retention is high and tenure ~10 years), and the value proposition (a ~$100K home vs. a $350–500K+ stick-built house in the same market) is structural and affordability-driven. This showed up in 2025: MH same-property NOI +8.9% at 98.1% occupancy, on ~5% rent increases. The RV book is stabilizing (transient revenue fell −9% in 2025 on Canadian softness and a deliberate transient→annual conversion strategy, but is guided to only −1.5% in 2026, with annual RV growing). The UK is the weak spot (macro/minimum-wage pressure) and a candidate for future divestiture.
The valuation debate is the discount to the twin. At ~$119, Sun trades at ~17x forward FFO ($6.93 guided) / ~20x EV/EBITDA — a ~12–20% discount to pure-play ELS. The discount is partly deserved (RV cyclicality, UK drag, lower margin, the integration hangover) but is narrowing as simplification completes — exactly the setup the author’s ELS report flagged (“if SUI’s simplification completes, the gap should compress”). The central question the body resolves: is the de-levered, simplified, MH-focused Sun a quality-on-the-mend re-rating candidate (discount narrows toward ELS, UK sale a catalyst), or a dead-money value trap with only ~4% FFO growth at a not-cheap absolute multiple? The evidence points to the former for patient capital — a constructive HOLD. No recommendation and no price target appear below.
2. Business Overview
What Sun does. Sun owns, operates, and develops land-lease communities — it owns the land and infrastructure and leases sites to residents/guests who (in MH) own their homes or (in RV) bring their vehicles. Three businesses:
- Manufactured Housing (MH) — the stable, high-moat core (~65% of NOI; $691.7M NOI on $1,013.5M revenue, FY2025). Residents own their manufactured homes and pay monthly ground rent; communities are amenitized, often age-restricted (55+), serving middle-income households and retirees. ~98% occupied, ~5% annual rent growth, ~10-year tenure. This is the crown jewel — recurring, inflation-linked, recession-resistant cash flow.
- RV resorts — the cyclical overlay. Annual sites (stable, lease-like, the higher-quality RV revenue) plus transient/seasonal sites (discretionary, cyclical — vacation travel). Sun is deliberately converting transient sites to annual to reduce volatility (600 conversions in 2025; annual RV NOI +9.8%). The transient book is where the post-COVID normalization and Canadian-guest softness hit.
- UK Park Holidays — the weak leg. UK holiday parks (MH-style + transient/holiday), pressured by UK macro and the national-minimum-wage increase; home sales soft. Now held freehold (Sun bought out the ground leases in 2025). A candidate for future divestiture.
How it makes money. Recurring ground/site rent (MH + annual RV — the durable, inflation-linked base), plus transient/seasonal RV stays (cyclical), UK holiday income and home sales, and utility recovery. The revenue is highly recurring and pricing-power-rich on the MH/annual side; the transient/UK slice adds growth in good times and drag in soft ones — currently a mild drag being actively de-risked.
The portfolio, transformed. Historically Sun expanded aggressively into US marinas (Safe Harbor — the largest US marina operator, built 2020–2022) and the UK (Park Holidays, 2022), funded with debt. In 2025 it sold Safe Harbor to Blackstone (~$5.65B) and refocused on core MH/RV, using proceeds to deleverage and return capital. It is now a cleaner, MH/RV-centric REIT (with the UK still attached, for now).
Verdict: A high-quality, recurring-revenue land-lease REIT anchored by an exceptional MH core, with a stabilizing cyclical RV overlay and a soft UK leg — materially simpler and safer after the 2025 marina divestiture.
3. Industry Dynamics
Manufactured housing — structurally the best corner of residential real estate. The core advantage is frozen supply. New MH communities are almost never entitled — zoning and NIMBY opposition make building a new manufactured-home park in or near desirable markets effectively impossible. The existing stock is the stock. In Marathon capital-cycle terms, this is the rare regime where capital cannot flow in to compete away high returns — the opposite of self-storage, data centers, or single-family rental, where supply responds to price. High MH returns therefore do not mean-revert. Both Sun and ELS grow their MH footprint almost entirely via expansions of their own communities and acquisitions of existing parks (at 4–5% cap rates), because ground-up supply is unavailable to anyone.
Captive, sticky demand + affordability + demographics. The resident owns the home and rents only the pad; relocating a manufactured home costs $5,000–10,000+ and risks damaging it, so residents essentially never leave for price — producing high retention, ~10-year tenure, and durable ~5%+ pricing power with minimal move-outs. Layered on top: an affordability tailwind (an MH home is a fraction of the local single-family price, and the housing-affordability crisis makes it more valuable) and a demographic tailwind (10,000 Americans turn 65 daily through 2030). This is the strongest customer-captivity dynamic in residential real estate.
RV — cyclical, but being de-risked. RV resorts split into annual sites (stable, lease-like) and transient/seasonal (discretionary, cyclical — tied to vacation travel, gas prices, consumer confidence, and, for Sun, Canadian cross-border demand). The post-COVID outdoor-recreation surge normalized hard in 2023–2025 (Sun’s transient RV revenue −9% in 2025). Sun’s strategy — converting transient sites to annual — structurally reduces the volatility over time.
UK holiday parks — the lowest-quality leg. More cyclical and macro-sensitive (UK consumer, minimum-wage cost inflation), lower-margin, and a source of the complexity discount. High-quality operation, tough environment.
The one real regulatory check: rent control (+ antitrust). The MH pricing power that is the moat is capped in select jurisdictions (California especially, plus local ordinances). Expansion of MH rent control — a live political theme as affordability pressure rises — is the single most important structural risk. A newer risk: the Datacomp antitrust litigation alleging MH operators shared lot-rent data to coordinate increases (echoing the RealPage multifamily saga). Both apply to Sun as to ELS.
Verdict: structurally excellent for the MH core (frozen supply + captive demand + demographic/affordability tailwinds = a durable, high-return, non-mean-reverting niche), with rent-control/antitrust as the genuine regulatory risks; cyclical for the RV overlay; weakest for the UK. Sun operates in one of the best real-estate niches available — the debate is portfolio mix and price, not the core industry.
4. Competitive Position
The moat, named. Sun’s advantage is a textbook Greenwald supply-advantage-plus-customer-captivity hybrid, rooted in irreplaceable, entitled MH-zoned land in supply-constrained markets and extreme tenant stickiness. It shows up in exactly the financials a moat should produce: ~98% MH occupancy sustained for years, ~5%+ annual rent growth with negligible move-outs, and +8.9% MH same-property NOI in 2025. Remove the supply constraint and the pricing power collapses — the moat passes the “would-financials-deteriorate-without-it” test.
Sun vs. ELS — the twin comparison that defines the debate. Sun and ELS are the only two scaled public MH/RV operators, and the market prices the difference precisely:
| Metric (FY2025) | Sun (SUI) | Equity LifeStyle (ELS) |
|---|---|---|
| MH same-property NOI | +8.9% | ~+4.8% (core NOI) |
| MH occupancy | ~98.1% | ~94% |
| Portfolio mix | MH + RV + UK | MH + RV + small marina |
| EBITDA margin | ~42% | ~45% (higher) |
| Net leverage | 3.4x (transformed) | ~4.5x |
| Credit rating | BBB+/Baa2 (upgraded) | BBB+/Baa2 |
| Fwd FFO multiple | ~17x (cheaper) | ~19.6x |
| Dividend yield | ~3.75% | ~3.3% |
| Complexity / overhang | RV + UK + activist (resolving) | Cleaner pure-play |
The table frames the whole thesis. ELS is the cleaner, higher-margin, no-activist-overhang way to own the MH thesis, and trades at a premium for it. Sun is the larger operator (and actually posted stronger 2025 MH NOI growth and higher MH occupancy) but carries the RV/UK complexity and the integration/deleveraging hangover — so it trades at a ~12–20% discount. Critically, Sun just did the hard work — sold the marinas, halved leverage, refreshed management — so the self-inflicted part of the discount is being worked off. prior sector research on ELS put it exactly: ELS’s premium is “deserved but narrow — if SUI’s simplification completes, the gap should compress.” Sun is the higher-upside, higher-work way to own the same elite MH moat.
Where Sun genuinely leads. Its 2025 MH NOI growth (+8.9%) and occupancy (98.1%) actually exceeded ELS’s — Sun’s MH operating execution is not the problem. And post-transformation, its balance sheet (3.4x, below target, no floating rate) is now stronger than ELS’s (~4.5x). The gap is portfolio cleanliness, not core-asset or balance-sheet quality.
Verdict: Sun owns the same best-in-class MH moat as ELS — narrowly the #2 franchise only on portfolio cleanliness, not on core-asset quality or (now) balance sheet. The competitive position is excellent; the discount to the twin is a complexity/mix discount that the 2025 simplification is actively closing.
5. Growth History and Forward Opportunities
History — compounding buried under complexity. Sun compounded FFO/share and NOI for decades on the MH/RV flywheel, but the 2020–2022 debt-funded expansion (Safe Harbor marinas, Park Holidays UK, RV) inflated revenue (to ~$2.9B in 2022, marinas included) while diluting returns and levering the balance sheet — and the RV normalization + $213M of 2023 impairments capped FFO growth. Core FFO/share has been roughly range-bound in recent years as the cyclical RV/UK drag offset the compounding MH core.
The reset — and the honest caveat. On a continuing-ops basis, Core FFO/share has actually declined — $7.10 (2023) → $6.81 (2024) → $6.68 (2025) — as RV weakness, UK softness, and the loss of marina earnings outweighed the deleveraging and buyback benefits. FY2026 is guided to $6.93 (+3.7%) — a recovery, but one that still leaves FFO/share below the 2023 level. This is the crux of the “not a step-change” read: the deleveraging de-risked the equity but did not, by itself, re-accelerate per-share earnings — that requires MH durability plus RV stabilization. The guide excludes buybacks, acquisitions, and any UK action (all potential upside).
Forward drivers:
- MH core compounding (the durable engine). ~5% rent growth + occupancy gains (500–600 sites/yr) → ~6% MH same-property NOI (guided +5.9% for 2026). Frozen supply + demographics make this durable.
- RV stabilization. Transient RV revenue guided −1.5% (2026) vs −9% (2025) — the normalization is bottoming; annual-RV conversions (600/yr) structurally improve quality and reduce volatility. RV NOI guided +0.9% (2026) vs −1.4% (2025).
- Accretive external growth. With leverage below target (3.4x vs 3.5–4.5x) and $636M cash + a $2.0B revolver, Sun can re-lever into accretive MH/annual-RV acquisitions (4–5% cap rates) — though accretion vs a 17x-FFO stock is thin.
- Buybacks. $539M repurchased in 2025 at ~$126; continued opportunistic buybacks below intrinsic value.
- UK divestiture optionality (the catalyst). The new CEO is “continuously evaluating” the UK — a sale would further simplify the story, remove the weakest/most-cyclical leg, and likely narrow the discount to ELS.
Verdict: steady, MH-anchored compounding (~4% FFO/share, ~6% MH NOI) with real re-rating optionality (UK sale, discount compression, accretive re-leveraging). Growth is not fast, but it is durable and clean, with catalysts the market is not yet pricing.
6. Financial Quality
Read Core FFO and NAV, not GAAP. As with any REIT, GAAP EPS is distorted — and Sun’s 2025 GAAP diluted EPS of $10.90 is almost entirely the one-time Safe Harbor sale gain (discontinued-operations line ~$1.43B); continuing-ops EPS was ~$0.00. (2023 GAAP EPS was negative −$1.72 on impairments.) The operative metrics are Core FFO/share, same-property NOI, occupancy, and leverage.
| Metric (continuing ops) | 2023 | 2024 | 2025 | 2026E (guide) |
|---|---|---|---|---|
| Core FFO / share | $7.10 | $6.81 | $6.68 | $6.83–7.03 |
| North America same-property NOI | ~+6% | ~+6% | +5.7% | +4.5% |
| — MH | high-single | ~+6% | +8.9% | +5.9% |
| — RV | +low-single | ~flat | −1.4% | +0.9% |
| MH occupancy (same-property) | ~97% | ~97% | 98.1% | gains 500–600 sites |
| Net debt / EBITDA | ~5.7x | 6.0x | 3.4x | ~3.4x |
| Dividend / share (regular) | ~$3.72 | ~$3.76 | $4.16 (+10.6%) | ~$4.49 (+8%) |
What the numbers say:
- The MH core is genuinely elite and accelerating. +8.9% same-property NOI at 98.1% occupancy on ~5% rent growth is best-in-class — better than ELS’s core in 2025. The moat is producing exactly what it should. This is the durable ~50%+ of NOI.
- The balance sheet is now a fortress — the transformation. Net debt halved from ~$7.3B (2024) to ~$3.6B (2025); net debt/EBITDA fell from ~6x to 3.4x (below the 3.5–4.5x target); no floating-rate debt; 3.4% weighted-average rate; no maturities until 2028; $636M cash; $2.0B undrawn revolver; IG upgrades to BBB+/Baa2. This removes the leverage overhang that drove the de-rate — Sun’s balance sheet is now stronger than ELS’s. This is the single most important fact.
- RV is the cyclical drag, stabilizing. RV same-property NOI −1.4% (2025) on transient weakness (−9% transient revenue, Canadian softness + deliberate transient→annual conversion); guided to +0.9% (2026), with transient revenue decline moderating to −1.5%. The de-risking (annual conversions) is working.
- The UK is the weak leg. +3.5% NOI (2025) but home sales −4.9% and expense pressure (minimum wage); guided +2.2% (2026) with elevated expense growth. A drag on the multiple and a divestiture candidate.
- Clean, land-heavy balance sheet. Tangible book ~$55.74/share (positive — minimal goodwill $9.5M; the value is entitled land), so P/TBV ~2.1x. FFO conversion and dividend coverage are healthy (regular dividend ~$4.44 vs Core FFO $6.68 = ~66% payout). No QoE red flags beyond the standard REIT GAAP distortion.
Verdict: high financial quality post-transformation — an elite, accelerating MH core, a now-fortress IG balance sheet, a stabilizing RV book, and a soft-but-freehold UK leg. The 2025 deleveraging fundamentally de-risked the equity; the earnings quality (Core FFO, clean land-based book) is sound. The only softness is the ~4% FFO growth rate and the UK drag.
7. Capital Allocation
Capital allocation is the heart of the Sun story — a decisive, activist-catalyzed pivot from debt-funded sprawl to deleveraging, simplification, and shareholder returns.
The transformation (2025). The defining moves:
- Sold Safe Harbor Marinas to Blackstone (~$5.65B) — exiting the non-core, capital-intensive marina business built up 2020–2022, and crystallizing value at a premium.
- Repaid $3.3B+ of debt, cutting net leverage from ~6x to 3.4x (below the 3.5–4.5x target) and earning IG upgrades (S&P BBB+, Moody’s Baa2). Eliminated floating-rate exposure; 3.4% weighted-average rate; no maturities until 2028.
- Returned $1.5B+ to shareholders: a $4.00/share special dividend (~$521M, distributing the marina-sale gain), $539M of buybacks (4.3M shares at ~$126, under a new $1.0B program), and a regular dividend raised +10.6% to $4.16 (a further ~8% raise for 2026).
- Portfolio grooming: sold $200M+ of non-strategic assets; acquired 14 MH/annual-RV communities ($457M, tax-efficient via 1031 exchanges); bought out UK ground leases ($387M, now freehold on nearly all UK property).
This is a textbook value-accretive, balance-sheet-first response to a de-rated, over-levered situation — and it was catalyzed by activist Land & Buildings and executed alongside a management refresh.
Management transition — the governance refresh. Founder/long-time CEO Gary Shiffman (who built Sun over 40+ years but also drove the debt-funded expansion) retired as CEO effective Oct 1, 2025 — but remains Chairman; Charles Young (ex-Invitation Homes COO — a single-family-rental operating background) became CEO on a five-year term (with long-tenured President John McLaren, ~24 years, and CFO Fernando Castro-Caratini). Young’s stated strategy is “sharpening focus on the core” — MH/RV, disciplined capital allocation, operational execution, and technology. This is a risk (new leadership, and Shiffman’s continued chairmanship means the founder is not fully removed) and an opportunity (a fresh, capital-allocation-focused CEO at a de-levered inflection); early execution (strong 2025 print, solid 2026 guide) is encouraging. One residual governance blemish from the prior era: Sun settled a securities class action (~$2.3M) covering 2019–2024 over previously-undisclosed CEO/insider loans and related-party conflicts — a Shiffman-era overhang the board/activist refresh is meant to close.
Forward capital allocation — balanced, with optionality. Young frames a “balanced toolkit”: (1) invest in the core (communities, platform, digital), (2) accretive MH/RV acquisitions (4–5% cap rates), (3) opportunistic buybacks below intrinsic value, and (4) — implicitly — possible UK divestiture. With leverage below target and $636M cash, Sun has genuine flexibility. The dividend (~$4.44 run-rate, ~66% payout, raised 8%) is well-covered and growing. The one caution: re-leveraging into 4–5% cap-rate acquisitions against a 17x-FFO (~5.9% FFO-yield) stock is only marginally accretive — buybacks may be the better use until the discount closes.
Verdict: exemplary, activist-catalyzed capital allocation — the deleveraging, simplification, IG upgrades, and shareholder returns are exactly right, and materially de-risked the equity. The open questions are new-CEO execution durability and whether future capital deployment (acquisitions vs buybacks vs UK sale) maximizes per-share value.
8. Changes and Headwinds — Last Two Years
- Safe Harbor Marinas sale to Blackstone (~$5.65B, 2025): the defining event — funded the deleveraging and simplification.
- Deleveraging + IG upgrades: net leverage ~6x → 3.4x; $3.3B+ debt repaid; S&P → BBB+, Moody’s → Baa2; no floating rate, no maturities until 2028.
- CEO transition: founder Gary Shiffman out, Charles Young in (2025); activist Land & Buildings catalyzed the change; management/board refresh.
- Capital returns: $1.5B+ returned in 2025 ($539M buybacks + 8% dividend raise).
- RV normalization: transient RV revenue −9% (2025) on Canadian softness + deliberate transient→annual conversion; stabilizing into 2026 (−1.5% transient guide).
- UK pressure: minimum-wage cost inflation, soft home sales; freehold ground-lease buyout ($387M); “continuously evaluating” (possible divestiture).
- Impairments (2023): $213M on the over-levered acquisitions — the low point that preceded the reset.
- Headwinds: rate sensitivity (bond-proxy REIT, beta 0.39); RV/UK cyclicality; rent-control/Datacomp antitrust (industry-wide); modest ~4% FFO growth; not cheap in absolute terms.
Verdict: The last two years transformed the balance sheet and simplified the portfolio (marina sale, deleveraging, IG upgrades, new CEO) — decisively de-risking the equity — while the MH core kept compounding and the RV book stabilized. The thesis shifted from “over-levered conglomerate” to “cleaned-up MH REIT at a narrowing discount.”
9. Risk Analysis (Risk Matrix)
| Risk | Likelihood | Impact | Evidence / basis |
|---|---|---|---|
| Rate/duration de-rating (bond-proxy REIT) | Medium | Medium–High | Beta 0.39, rate-sensitive; the 2022 de-rate was a duration move; a rate back-up caps the multiple. |
| RV cyclicality (transient weakness) | Medium | Medium | Transient RV −9% (2025); tied to consumer/travel/Canadian demand; stabilizing but cyclical. |
| UK drag / divestiture uncertainty | Medium | Low–Med | Soft UK macro + minimum-wage cost inflation; the weakest leg; timing/terms of any sale uncertain. |
| Discount-to-ELS persists (dead money continues) | Medium | Medium | Negative 5-year return, negative alpha; the re-rating is unproven; range-bound 3+ years. |
| MH rent control / Datacomp antitrust | Low–Med | High | The moat is pricing power; rent-control expansion or antitrust liability caps it (industry-wide). |
| New-CEO execution / re-leveraging into sprawl | Medium | Medium | New CEO Charles Young (Oct-2025); Shiffman remains Chairman; risk of value-destructive M&A or return to complexity. |
| Governance overhang (Shiffman-era conflicts) | Low | Low–Med | $2.3M securities-settlement (2019–24) over undisclosed CEO/insider loans; the activist/board refresh addresses it. |
| Modest FFO growth (~4%) | High | Low–Med | 2026 guide $6.93 (+3.7%); a slow compounder — returns lean on the discount closing + yield. |
| Geographic/hurricane/insurance (Sunbelt/Florida) | Medium | Medium | MH/RV concentrated in Sunbelt; hurricane and insurance-cost exposure (as with ELS). |
| Accretion gap (4–5% cap acquisitions vs 17x FFO) | Medium | Low–Med | Re-leveraging into sub-5% cap deals against a 5.9%-FFO-yield stock is only thinly accretive. |
| Leverage / liquidity | Low | Low | Fortress post-transformation — 3.4x, IG, no floating rate, no maturities to 2028, $636M cash + $2B revolver. |
| Dividend cut | Very Low | Medium | ~66% payout, well-covered, just raised 8%. |
The dominant risks are rate/duration (bond-proxy), RV cyclicality, and the discount-persisting/dead-money risk — not solvency (the balance sheet is now a fortress). The structural tail is rent-control/antitrust on the MH pricing engine.
10. Valuation (Embedded Expectations)
No price target and no recommendation. Valuation is discussed only as embedded expectations and scenarios.
Where it trades. At ~$119, market cap ~$14.7B on ~123M shares; with ~$3.6B net debt, enterprise value is ~$18.3B. Against that:
- ~17x forward Core FFO ($6.93 guided; ~17.8x trailing on $6.68) — a ~12–20% discount to pure-play ELS (~19.6x).
- ~20x EV/EBITDA — the richest residential-REIT multiple after ELS, but below its own bubble peak (~30x in 2021).
- ~2.1x tangible book (land-heavy, minimal goodwill); AZI composite 35th percentile, P/B 46th — de-rated to the mid-to-low end of its own history (ignore the 0.17th-percentile GAAP P/E — a marina-gain artifact).
- ~3.75% dividend yield (regular, ~66% payout, raised 8%).
What the discount to ELS embeds. At ~17x vs ELS’s ~20x, the market prices Sun ~12–20% cheaper for its RV cyclicality, UK drag, lower margin (~42% vs 45%), and the (resolving) activist/complexity overhang. That discount is partly deserved — but it is narrowing, and Sun just did the hard work (marina sale, deleveraging, IG upgrades) that removes the self-inflicted part. If the UK is sold and RV re-accelerates, the discount should compress toward parity — a re-rating the current price does not embed.
What the price embeds outright. At ~17x forward FFO / ~20x EV/EBITDA, the market underwrites: MH continuing to compound at ~6% NOI, RV stabilizing but not booming, the UK as a persistent drag, FFO/share growing ~4%, and the discount to ELS persisting. In other words, the price assumes the simplification is done and gives little credit for further re-rating — which is the source of the asymmetry.
Scenario analysis (illustrative):
- Bear (~−15–20%): rates back up (the bond-proxy de-rates), RV keeps sliding, the UK stays a drag, and the discount to ELS persists or widens — dead money continues, cushioned by the ~3.75% yield.
- Base (~flat to +10%): MH compounds ~6%, RV stabilizes, FFO/share grows ~4%, and the discount holds — you earn the ~3.75% yield plus modest FFO growth and a small re-rating.
- Bull (~+20–30%): the UK is sold (further simplification), RV re-accelerates, rates ease (the bond-proxy re-rates), and the discount to ELS compresses toward parity — a meaningful re-rating on a name the market has left for dead.
Verdict: reasonably-but-not-cheaply valued, at a deserved-but-narrowing discount to its twin, with genuine re-rating optionality. The valuation signature of a constructive HOLD: you are paid a covered ~3.75% yield to own an elite MH franchise on a now-fortress balance sheet, at a discount to the pure-play that the 2025 transformation should help close — with a UK-divestiture catalyst the price does not embed. Accumulate on rate-driven weakness.
11. Variant Perception
Consensus view. Sun is broadly seen as a “self-help” turnaround that has done the hard work — sold the marinas, deleveraged, refreshed management — and is now a cleaner MH/RV REIT trading at a deserved discount to ELS. Consensus is cautiously constructive but unexcited, reflected in the dead-money price action and the persistent discount.
The factor/positioning read (FactorsToday). Sun is a low-volatility (beta 0.39), rate-sensitive bond-proxy REIT with mildly negative alpha (−0.07) and a poor multi-year record (negative 5-year total return, ~flat 3-year) — dead money that de-rated from a bubble and hasn’t re-rated. This is neither momentum nor a falling knife; it is an out-of-favor, duration-sensitive quality REIT at the low end of its own valuation range — the profile where the business is fine and the entry/catalyst is the question. The low beta and ~3.75% yield make it a defensive holding; the re-rating requires either a rate tailwind or a self-help catalyst (UK sale, discount compression).
Strongest bull case. Sun owns the same elite, supply-frozen MH moat as ELS (and grew MH NOI faster in 2025), on a stronger post-transformation balance sheet (3.4x, IG, no floating rate), at a ~12–20% cheaper multiple — with a new CEO, resolved activist overhang, and a UK-divestiture catalyst the price ignores. As the simplification completes and the discount to the twin compresses, a dead-money name re-rates ~20–30%, and you are paid ~3.75% to wait. This is quality-MH-on-sale relative to its own twin.
Strongest bear case. Sun is a slow (~4% FFO growth) bond-proxy REIT that de-rated for good reasons (leverage, complexity, RV/UK cyclicality) and, even after the cleanup, trades at ~17x FFO / ~20x EBITDA — not cheap in absolute terms, and the richest residential REIT after ELS. The discount to ELS is deserved (RV/UK, lower margin) and may not close; the UK sale may not happen or may fetch a poor price; rates could back up and de-rate the whole group; and a new CEO could re-lever into another sprawl. Dead money has stayed dead for five years for a reason.
The 3–5 assumptions that matter most:
- The discount to ELS — does it compress as simplification completes, or is it permanently deserved?
- UK — sold (catalyst) or a persistent drag?
- RV — does it re-accelerate, or keep sliding?
- Rates — a tailwind (bond-proxy re-rates) or a headwind?
- New-CEO capital allocation — accretive discipline, or a return to complexity?
Falsification. Bull is falsified if the discount to ELS persists through 2027, the UK stays attached and soft, and RV keeps declining — dead money continues. Bear is falsified if the UK is sold, RV re-accelerates, and the discount compresses toward ELS — validating the re-rating and the simplification.
12. Fact vs. Interpretation
| # | Statement | Fact / Interpretation | Basis / caveat |
|---|---|---|---|
| 1 | Sun is one of two scaled public MH/RV REITs (with ELS), plus a UK holiday-park business | Fact | FY2025 10-K |
| 2 | Sold Safe Harbor Marinas to Blackstone (~$5.65B) in 2025; repaid $3.3B+ debt | Fact | Q4-FY2025 call; balance sheet |
| 3 | Net leverage cut from ~6x to 3.4x; IG upgrades to BBB+/Baa2 | Fact | Q4-FY2025 call |
| 4 | MH same-property NOI +8.9% at 98.1% occupancy (2025) — elite, better than ELS | Fact | Q4-FY2025 call |
| 5 | Core FFO/share $6.68 (2025) → $6.93 guided (2026); GAAP EPS $10.90 is the marina-sale gain | Fact | Q4-FY2025 call; ROIC (discontinued-ops $1.43B) |
| 6 | The MH moat (frozen supply + captivity) is one of the best in real estate | Interpretation (well-grounded) | Corroborated by the author ELS analysis + the financials |
| 7 | The ~12–20% discount to ELS is deserved-but-narrowing | Interpretation | RV/UK/margin justify some; simplification closes the self-inflicted part |
| 8 | New CEO Charles Young; founder Shiffman out; activist (Land & Buildings) catalyzed change | Fact | Q4-FY2025 call; public activist record |
| 9 | The UK is a divestiture candidate (a re-rating catalyst) | Interpretation (mgmt-signaled) | CEO “continuously evaluating” |
| 10 | Not cheap in absolute terms (~17x FFO), ~4% FFO growth, dead money 5 years | Fact/Interpretation | ROIC/AZI; FactorsToday negative alpha |
| 11 | Balance sheet now stronger than ELS’s (3.4x vs ~4.5x) | Fact | Both IG; Sun below its own target |
13. Open Questions
- UK: will Sun sell Park Holidays, and on what timeline/terms? (The clearest re-rating catalyst.)
- Discount to ELS: what specifically closes it — margin convergence, RV stabilization, UK exit — and how fast?
- RV trajectory: does the transient→annual conversion + booking-channel strategy re-accelerate RV NOI beyond the +0.9% 2026 guide?
- Capital allocation: does the new CEO favor accretive acquisitions, buybacks, or debt reduction — and does re-leveraging into sub-5% cap deals create per-share value vs a 5.9%-FFO-yield stock?
- NAV: the private-market NAV/share (MH cap rates 4–5%) vs the ~$119 public price — how big is the discount to NAV?
- Insider behavior: are the new CEO/officers/directors buying? (SEC sweep to assess.)
- Rent-control/antitrust: exposure to MH rent-control expansion and the Datacomp litigation.
14. What Must Be True
Bull case — what must be true:
- The MH core keeps compounding (~6% NOI, ~5% rent, ~98% occupancy) — the durable engine.
- The discount to ELS compresses as simplification completes — via RV stabilization, a UK divestiture, and/or margin convergence.
- Capital allocation stays disciplined (accretive deals or buybacks, not re-leveraging into sprawl), and rates ease enough to re-rate the bond-proxy multiple.
- Falsification test: If, through 2027, the discount to ELS persists, the UK stays a soft drag, and RV keeps declining — the bull thesis (re-rating) is broken, and Sun remains dead money.
Bear case — what must be true:
- The discount to ELS is permanently deserved (RV/UK/margin), and the simplification does not translate into a multiple.
- Rates back up (the bond-proxy de-rates) and/or the new CEO re-levers into complexity, restoring the conglomerate discount.
- Falsification test: If the UK is sold, RV re-accelerates, and the discount to ELS compresses toward parity — the bear thesis is broken, and Sun re-rates ~20–30%.
Synthesis. At ~$119, Sun is a genuinely transformed, de-levered (3.4x, IG-upgraded), simplified (marina-free) manufactured-housing REIT — with an elite, accelerating MH core (98.1% occupancy, +8.9% NOI), a stabilizing RV book, a fortress balance sheet now stronger than its twin’s, and a new CEO — trading at a ~12–20% discount to pure-play ELS that the 2025 cleanup should help close, plus a UK-divestiture catalyst the price ignores. Against that: only ~4% FFO growth, a not-cheap absolute multiple, RV/UK cyclicality, and a five-year dead-money track record. That balance — genuine self-help and an elite moat at a narrowing discount, but slow growth and an unproven re-rating — is a constructive HOLD: a quality MH franchise on the mend to accumulate on rate-driven weakness, paid ~3.75% to wait for the discount to close, with real optionality if the UK goes.
15. Source Appendix
See SUI_source_appendix.md (Appendix B) for the full list. Primary: Sun Communities FY2025 Form 10-K (CIK 0000912593); Q4-FY2025 earnings call (2026-02-25); FY2021–24 10-Ks. Quantitative: ROIC.ai (statements, ratios, EV, per-share, FY2020–2025); AZI price CSV and valuation_index; FactorsToday factor model. Peer/industry cross-read: prior sector research on Equity LifeStyle (ELS, 2026-06-21) — the direct twin and primary MH/RV industry-framework source. All figures USD.
APPENDIX A — Standard Diligence Questionnaire — Sun Communities, Inc. (NYSE: SUI)
Supplemental to the analysis. USD. Labels: Fact / Interpretation / Assumption.
General
What thoughtful questions have other investors asked? (1) Does the discount to ELS close now that simplification is done? (2) Will the UK be sold (catalyst)? (3) Does RV re-accelerate or keep sliding? (4) Is ~17x FFO / ~20x EBITDA justified for ~4% FFO growth? (5) Does the new CEO re-lever accretively or return to sprawl? (Interpretation, from Q4-FY25 Q&A + valuation.)
Cyclicality & Earnings Nature
- Cyclical high or low? MH core mid-cycle and compounding (~6% NOI); RV coming off a cyclical trough (transient −9% 2025 → −1.5% guide 2026, stabilizing); UK soft. (Fact/Interpretation)
- External or internal? Both — external (rates, RV/travel cycle, UK macro); internal (deleveraging, simplification, transient→annual conversion, new CEO execution). (Interpretation)
- Revenue stability? High on MH/annual-RV (recurring ground rent, ~98% occ, ~5% rent); cyclical on transient RV/UK (~15-20% of NOI). (Fact)
- Market size/direction? MH = supply-frozen, demographic + affordability tailwinds; growing, durable. RV cyclical. Primarily US (Sunbelt) + UK. (Fact/Interpretation)
Business Quality & Competitive Moat
- Industry more/less competitive? MH supply-frozen (best niche — capital can’t add supply); RV competitive/cyclical; UK weakest. (Fact/Interpretation)
- Profitability (ROE/ROIC)? REIT — read FFO/NOI. MH NOI margins high; EBITDA margin ~42% (below ELS ~45%). Elite MH returns. (Fact)
- Industry profitability / barriers? High barriers in MH (entitlement/land scarcity, tenant captivity ~10yr tenure); low in RV. (Interpretation)
- Easily understood? Yes — own land, lease sites (MH/RV/UK). Complexity was the (now-shrinking) portfolio sprawl. (Interpretation)
- Foreign low-cost labor risk? No — physical real estate. (Fact)
- Brands? Modest (Sun, Park Holidays); location/community + affordability matter more. (Interpretation)
- Switching costs? Very high in MH (resident owns home, moving costs $5-10K+, ~10yr tenure) — the moat. (Interpretation)
Financial Condition & Balance Sheet
- Assets not on balance sheet? Entitled MH land worth well above depreciated cost (NAV > book); frozen-supply optionality. (Interpretation)
- Off-balance-sheet liabilities? Standard; UK now freehold (bought out ground leases $387M). (Fact)
- Accounting conservatism? REIT-standard; Core FFO the operative metric; 2025 GAAP EPS $10.90 = one-time marina gain (discard). Clean land-based book (tangible book +$55.74). (Interpretation)
- CapEx-hungry? Moderate — MH is low-maintenance-capex; expansion/development + acquisitions the growth capital. Funded from cash/deleveraged BS. (Fact)
Capital Allocation & Management
- FCF and its use? Core FFO $6.68/sh; funds dividend (~$4.44, ~66% payout), buybacks, acquisitions, deleveraging. (Fact)
- Significant acquisitions? Historically over-acquired (Safe Harbor marinas, Park Holidays UK) — now REVERSING (sold marinas $5.65B); 2025 acquisitions modest ($457M MH/RV via 1031). (Fact)
- Buybacks? $539M (4.3M sh @ ~$126) in 2025 + $57M post-YE — meaningful, opportunistic below intrinsic value. (Fact)
- Issuing stock? No — shrinking share count (127.4M→123.5M); deleveraged via asset sale not equity. (Fact)
- Compensation / management? MAJOR TRANSITION: founder Gary Shiffman OUT, Charles Young new CEO (2025); activist Land & Buildings catalyzed; Pres John McLaren (24yr), CFO Fernando Castro-Caratini. (Fact)
- Motivations? New CEO focused on core MH/RV, disciplined capital allocation; early execution encouraging. (Interpretation)
Valuation & Market Data
- ADR/MLP/K-1? No — U.S. REIT, common stock, NYSE. 1099-DIV (REIT dividends). (Fact)
- Dividend policy? Regular ~$4.44/sh (raised ~8%), ~3.75% yield, ~66% Core FFO payout, well-covered + special (marina gain) in 2025. (Fact)
- Profitability? High-margin land-lease (MH NOI margins high, EBITDA ~42%); FFO growing ~4%. (Fact)
- Net income vs cash flow? GAAP net income marina-gain-distorted; Core FFO the cash proxy. (Fact)
Risks & Downside
- What causes a decline? Rate back-up (bond-proxy de-rate); RV keeps sliding; UK drag/poor sale; discount-to-ELS persists; rent-control/antitrust; new-CEO re-leveraging. (Interpretation)
- Catastrophic loss? Low — fortress BS (3.4x, IG, no floating rate, no maturities to 2028), irreplaceable MH land. (Interpretation)
- Total loss? Very low — real assets + low leverage + elite MH core. (Interpretation)
Recent News & Events
- Environment changed recently? Yes — Safe Harbor sale, deleveraging to 3.4x, IG upgrades, new CEO, $1.5B+ returned, dividend +8%. (Fact)
- Significant acquisitions? None large; net simplifier (sold marinas). (Fact)
- Accounting changes? Marina reclassified to discontinued ops (sale). (Fact)
- Recent changes — markets/management? New CEO Charles Young; simplification/deleveraging; UK freehold buyout; possible future UK divestiture. (Fact)
APPENDIX B — Source Appendix — Sun Communities, Inc. (NYSE: SUI)
As-of date: 2026-07-10. USD. Fact vs. Interpretation distinctions are made in the memo body.
Primary sources — company filings (SEC EDGAR, CIK 0000912593)
- FY2025 Form 10-K — segment data (MH / RV / UK), same-property NOI, occupancy, Safe Harbor divestiture accounting, balance sheet, debt schedule, dividend history.
- Q4-FY2025 earnings call transcript (2026-02-25) — CEO Charles Young, President John McLaren, CFO Fernando Castro-Caratini, EVP Aaron Weiss. Core FFO/share $6.68 (2025, Q4 $1.40); North America same-property NOI +5.7% (MH +8.9% at 98.1% occ, RV −1.4%, UK +3.5%); Safe Harbor sale + $3.3B+ debt repaid → net debt/EBITDA 3.4x, no floating rate, 3.4% avg rate, no maturities until 2028, $636M cash, $2.0B undrawn revolver; IG upgrades (S&P BBB+, Moody’s Baa2); $1.5B+ returned ($539M buybacks @ ~$126, dividend +8%); FY2026 guide (Core FFO $6.83–7.03 mid $6.93; NA same-property NOI +4.5% [MH +5.9%, RV +0.9%], UK +2.2%; transient RV −1.5%); UK “continuously evaluating”; 14 MH/RV acquisitions $457M; UK freehold buyout $387M.
- FY2021–FY2024 10-Ks and interim releases — the multi-year FFO/NOI/leverage/share-count series and the Safe Harbor / Park Holidays acquisition history;.
- Form 4 corpus (2025–2026) — insider-transaction read (SEC sweep).
Quantitative data providers
- ROIC.ai MCP — income statement, balance sheet, cash flow, valuation/per-share ratios, EV (FY2020–FY2025, USD). FY2025: revenue $2,257.6M, GAAP diluted EPS $10.90 (marina-gain-distorted; continuing-ops ~$0.00), tangible book ~$55.74/share, net debt ~$3.6B (down from ~$7.3B in 2024), EV ~$19.2B (year-end), EBITDA $944M, shares ~123.5M. Third-party aggregated; reconciled to filings.
- AZI trading data — price CSV and
valuation_indexown-history percentiles (P/B 46.2nd, P/S 60.0th, composite 35.5th; P/E 0.17th [GAAP marina-gain artifact — discard]). Current price $118.74 (2026-07-09); ATH ~$211.79 (2021/2022); 52-week range ~$112.6–$134.7. - FactorsToday factor model — beta ~0.39 (low/defensive), alpha −0.07; leaderboard y5 return −3.9%/yr (Sharpe −0.24), y3 +1%/yr, y1 −3.5%, rs_peak −33%. A low-volatility, rate-sensitive bond-proxy REIT; dead money multi-year. Statistical estimates, not primary.
Public secondary sources
- Sun Communities investor relations (suncommunities.com) — supplemental disclosures, earnings presentation, Safe Harbor sale announcement (Dec-2024 / 2025 close to Blackstone). Land & Buildings activist campaign (public record).
Peer / industry cross-read (the author prior reports)
- Equity LifeStyle Properties — the DIRECT TWIN and primary MH/RV industry-framework source: the frozen-supply MH moat (zoning/NIMBY, ~95% retention, ~10-yr tenure, ~5%+ rent growth, demographic/affordability tailwinds), the RV-cyclicality overlay, the rent-control/Datacomp antitrust risks, and the SUI-vs-ELS comparison (ELS cleaner/richer at ~19.6x FFO / ~20x EV/EBITDA; SUI ~12% cheaper, “self-inflicted complexity being worked off,” “if SUI’s simplification completes the gap should compress”).
- Residential-REIT comps: single-family-rental (AMH/INVH ~17-18x EV/EBITDA), apartments (MAA/CPT ~17x) — the discount ladder that shows the market pays MH a supply-constraint premium.
Analytical frameworks
- Competition Demystified (Greenwald & Kahn) — moat taxonomy (supply advantage via land scarcity + customer captivity via home-ownership/switching costs); applied above.
- Capital Returns (Marathon / Chancellor) — capital-cycle analysis of MH (the rare regime where capital cannot flow in to compete away returns — frozen supply); applied above.
Note: all figures USD. Sun is a U.S. equity REIT reporting under US GAAP; the operative earnings metric is Core FFO (and same-property NOI), not GAAP EPS, which is distorted by real-estate depreciation and (in 2025) the one-time Safe Harbor sale gain. “NAV” references are analyst estimates from MH cap rates (4–5%), not company disclosures.