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”).
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.
Amendment to Distribution Agreement for MTN Program
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.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | |
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 |
