UDR (UDR) appoints Ellen M. Goitia to board and key committees

Rhea-AI Filing Summary

UDR, Inc. reported that Ellen M. Goitia has been appointed to its Board of Directors, effective January 1, 2026. The Board expanded from nine to ten members to add her to the group.

Ms. Goitia is classified as an independent director under New York Stock Exchange rules and will serve on UDR’s Nominating and Governance Committee and its Audit and Risk Management Committee. The company stated there are no related person transactions between her and UDR or its subsidiaries.

She will participate in UDR’s independent director compensation program, which currently provides an annual cash retainer of $80,000 and an annual equity grant valued at $200,000, with flexibility to take the cash portion in cash or various equity units.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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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): January 1, 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.)
​	​	​	​	​
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Appointment of Director

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Ellen M. Goitia was appointed to the Board of Directors (the “Board”) of UDR, Inc. (the “Company”), effective January 1, 2026. There are no arrangements or understandings between Ms. Goitia and any other persons regarding her appointment to the Board. Pursuant to the Company’s Amended and Restated Bylaws, the number of directors on the Board was increased from nine to ten by resolution adopted by the Board prior to Ms. Goitia’s appointment. In addition, the Board appointed Ms. Goitia to serve on the Nominating and Governance Committee of the Board and the Audit and Risk Management Committee of the Board.

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Ms. Goitia is an independent director as defined under the listing standards of the New York Stock Exchange. There are no related person transactions, within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between Ms. Goitia and the Company or any of its subsidiaries.

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In connection with her appointment, Ms. Goitia will be eligible for compensation under the Company’s independent director compensation program. Under the program, each independent director (other than the Lead Independent Director) receives an annual retainer fee of $80,000 as well as an annual grant of $200,000 in value of shares of restricted stock, stock options, Class 1 LTIP Units or Class 1 Performance LTIP Units. Each independent director has the option to receive the cash portion of his or her compensation in cash, in restricted stock, in Class 1 LTIP Units, in Class 1 Performance LTIP Units or in a combination thereof. The Company will enter into an indemnification agreement with Ms. Goitia in the form of the Company’s standard form of indemnification agreement.

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The Company’s press release announcing the appointment of Ms. Goitia is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits.

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​	​	​
Ex. No.	​ ​ ​	Description
99.1	​	Press Release.
104	​	Cover Page Interactive Data File – The cover page XBRL tags are embedded within the Inline XBRL document

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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.
​	​	​	​
January 5, 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 (symbol: UDR) announce in this 8-K filing?

UDR, Inc. announced the appointment of Ellen M. Goitia to its Board of Directors, effective January 1, 2026, and the expansion of the Board from nine to ten members.

What board committees will Ellen M. Goitia serve on at UDR?

Ellen M. Goitia was appointed to UDR’s Nominating and Governance Committee and its Audit and Risk Management Committee.

Is Ellen M. Goitia considered an independent director at UDR?

Yes. UDR states that Ellen M. Goitia is an independent director as defined under the listing standards of the New York Stock Exchange.

Are there any related person transactions between UDR and Ellen M. Goitia?

UDR reports there are no related person transactions between Ellen M. Goitia and the company or its subsidiaries within the meaning of Item 404(a) of Regulation S-K.

How will Ellen M. Goitia be compensated as an independent director of UDR?

Under UDR’s independent director compensation program, she is eligible for an $80,000 annual retainer and an annual equity grant valued at $200,000, payable in restricted stock, stock options, Class 1 LTIP Units, Class 1 Performance LTIP Units, or a combination.

Can UDR independent directors choose how they receive their cash retainer?

Yes. Each independent director may receive the cash portion of compensation in cash, restricted stock, Class 1 LTIP Units, Class 1 Performance LTIP Units, or a combination.

Did UDR disclose any other documents with this director appointment?

Yes. UDR attached a press release announcing Ellen M. Goitia’s appointment as Exhibit 99.1 and referenced standard indemnification arrangements for her.