UDR (NYSE: UDR) revises ATM stock and medium term note programs

Rhea-AI Filing Summary

UDR, Inc. filed an 8-K to report amendments to two key financing agreements. On February 20, 2026, the company updated its at-the-market (ATM) Sales Agreement for periodic offerings of common stock, mainly to revise the definitions of the sales agents and forward purchasers and to link the program to its current shelf registration statement on Form S-3.

On the same date, UDR and United Dominion Realty, L.P. amended their existing Distribution Agreement for medium term notes to also reference this shelf registration. The company filed the amendments as Exhibits 1.1 and 1.2, along with a legal opinion and related consent from Goodwin Procter LLP.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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Date of Report (Date of Earliest Event Reported): February 20, 2026

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UDR, Inc.

(Exact name of registrant as specified in its charter)

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Maryland	​	1-10524	​	54-0857512
(State or other jurisdiction	​	(Commission	​	(I.R.S. Employer
of incorporation)	​	File Number)	​	Identification No.)
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1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado	​	​	​	80129
(Address of principal executive offices)	​	​	​	(Zip Code)

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Registrant’s telephone number, including area code: (720) 283-6120

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Not Applicable

Former name or former address, if changed since last report

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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:

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☐  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))

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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, par value $0.01	UDR	New York Stock Exchange

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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).

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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.    ☐

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Item 8.01 Other Events

Amendment to Sales Agreement for ATM Program

On February 20, 2026, UDR, Inc., a Maryland corporation (the “Company”), entered into an amendment to the ATM Sales Agreement, dated July 29, 2021, as amended by that certain Amendment No. 1 to ATM Sales Agreement, dated February 14, 2023 (collectively, the “Sales Agreement”), for the offering, from time to time, of the Company’s common stock (the “Common Stock”). The purpose of the amendment to the Sales Agreement was, among other things, to revise the definition of “Agents” and “Forward Purchasers” under the Sales Agreement and to reference the Company’s shelf registration statement on Form S-3 (File No. 333-293550) that was filed with the Securities and Exchange Commission on February 18, 2026 (the “Registration Statement”).

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A copy of the amendment to the Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The description of the amendment to the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the amendment to the Sales Agreement filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference. A copy of the opinion of Goodwin Procter LLP with respect to the validity of the shares of Common Stock that may be offered and sold pursuant to the Sales Agreement, as amended, is filed herewith as Exhibit 5.1.

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Amendment to Distribution Agreement for MTN Program

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On February 20, 2026, the Company and United Dominion Realty, L.P., a Delaware limited partnership, entered into an amendment to the Third Amended and Restated Distribution Agreement, dated September 1, 2011, as amended on July 29, 2014, April 27, 2017, May 7, 2020 and February 14, 2023 (the “Distribution Agreement”), for the offering, from time to time, of the Company’s medium term notes. The purpose of the amendment to the Distribution Agreement was, among other things, to reference the Registration Statement.

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A copy of the amendment to the Distribution Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K. The description of the amendment to the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the amendment to the Distribution Agreement filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits.

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​	​	​
Ex. No.	​ ​ ​	Description
1.1	​	Amendment No. 2, dated February 20, 2026, to the ATM Sales Agreement, dated July 29, 2021, and as amended February 14, 2023.
1.2	​	Amendment No. 5, dated February 20, 2026, to the Third Amended and Restated Distribution Agreement, dated September 1, 2011 and as amended July 29, 2014, April 27, 2017, May 7, 2020 and February 14, 2023.
5.1	​	Opinion of Goodwin Procter LLP
23.1	​	Consent of Goodwin Procter LLP (included in Exhibit 5.1)
104	​	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL

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SIGNATURES

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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.

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​	​	UDR, Inc.
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February 20, 2026	​	By:	​	/s/ David D. Bragg
​	​	​	​	David D. Bragg
​	​	​	​	Senior Vice President and Chief Financial Officer
​	​	​	​	(Principal Financial Officer)

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FAQ

What did UDR (UDR) disclose in its latest 8-K filing?

UDR disclosed amendments to its at-the-market common stock Sales Agreement and its medium term note Distribution Agreement. Both updates primarily align these financing programs with the company’s current Form S-3 shelf registration statement and refresh related parties and legal documentation.

How did UDR (UDR) change its at-the-market stock offering program?

UDR amended its ATM Sales Agreement for common stock on February 20, 2026. The amendment revises the definitions of agents and forward purchasers and ties the ongoing offering program to the company’s shelf registration statement on Form S-3, File No. 333-293550.

What is the purpose of UDR’s amended Distribution Agreement for medium term notes?

The amended Distribution Agreement, entered on February 20, 2026, continues UDR’s medium term note program. The primary change is to reference the same Form S-3 shelf registration statement, ensuring the note issuance framework is aligned with the company’s current registered securities platform.

Which exhibits did UDR (UDR) file with this 8-K related to its financing programs?

UDR filed Exhibit 1.1 for Amendment No. 2 to the ATM Sales Agreement, Exhibit 1.2 for Amendment No. 5 to the Distribution Agreement, Exhibit 5.1 containing Goodwin Procter LLP’s legal opinion, Exhibit 23.1 for the related consent, and Exhibit 104 for the cover page XBRL data.

Does UDR’s 8-K describe any new securities being issued or sold?

The 8-K describes amendments to existing agreements for common stock and medium term note offerings, but does not specify particular new issuances. It focuses on updating contractual terms and linking both programs to UDR’s existing Form S-3 shelf registration statement for potential future offerings.

Filing Exhibits & Attachments

7 documents

Other Documents

• EX-1.1 EX-1.1 194.7 KB
• EX-1.2 EX-1.2 142.1 KB
• EX-5.1 EX-5.1 17.4 KB
• EX-101 EX-101.SCH 3.4 KB
• EX-101 EX-101.DEF 3.1 KB
• EX-101 EX-101.LAB 16.3 KB
• EX-101 EX-101.PRE 9.5 KB