Top UDR (NYSE: UDR) executive Fisher exits with $6.0M severance deal

Rhea-AI Filing Summary

UDR, Inc. reported that Joseph D. Fisher resigned as President and Chief Investment Officer effective at the close of business on September 2, 2025. The Board named Chairman and CEO Thomas W. Toomey as President, with Fisher’s responsibilities shared by Toomey and other executives.

Under a separation agreement dated September 2, 2025, Fisher will receive a $3.0 million severance payment and may receive an additional $3.0 million over 12 months if he complies with non-solicitation, confidentiality, non-disparagement, and other terms. The agreement allows the company to claw back 50% of contingent severance already paid if he materially breaches it.

Fisher will receive continued group health insurance benefits through September 30, 2030 under certain conditions. The agreement includes a general release of claims, a non-solicitation covenant lasting until September 1, 2026, and mutual non-disparagement. Covenants become effective September 11, 2025, and Fisher may revoke the agreement until September 9, 2025. He has agreed to provide transition assistance through December 31, 2025.

Positive

• None.

Negative

• Leadership change in key investment role: The resignation of the President and Chief Investment Officer, with the CEO assuming the President title, may raise concerns about succession planning and potential disruption in investment oversight.

Insights

Corporate governance and REIT analyst

Senior investment executive exits; CEO adds President role and company grants sizable, conditioned severance.

The departure of UDR, Inc.’s President and Chief Investment Officer, Joseph D. Fisher, effective September 2, 2025, removes a key leader overseeing investments. The Board has consolidated leadership by appointing Chairman and CEO Thomas W. Toomey as President, while other managers assume Fisher’s duties.

The separation agreement grants a $3.0 million lump-sum severance plus up to $3.0 million in contingent severance over 12 months, tied to compliance with non-solicitation, confidentiality, and non-disparagement covenants. A clawback of 50% of contingent amounts applies if he breaches material terms, partly protecting the company.

Fisher’s continued health benefits through September 30, 2030, his agreement to provide transition assistance through December 31, 2025, and the non-solicitation covenant through September 1, 2026 aim to support organizational stability and limit competitive impact. Future disclosures in company filings may describe any further leadership or organizational changes.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

0000074208false00000742082025-09-022025-09-02

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): September 2, 2025

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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On September 2, 2025, Joseph D. Fisher notified UDR, Inc. (the “Company”) of his intention to resign from his position as President and Chief Investment Officer of the Company effective as of the close of business on September 2, 2025 (the “Resignation Date”).

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In connection with Mr. Fisher’s resignation, the Company and Mr. Fisher entered into a separation agreement, dated September 2, 2025 (the “Separation Agreement”). Under the terms of the Separation Agreement, Mr. Fisher will be entitled to receive a severance payment of $3.0 million in connection with executing the Separation Agreement. Mr. Fisher will also be entitled to additional severance in the amount of $3.0 million (the “Contingent Severance”) which is payable over 12 months, contingent upon Mr. Fisher’s continued compliance with the non-solicitation, confidentiality, non-disparagement and other material terms of the Separation Agreement. If Mr. Fisher fails to comply with the material terms of the Separation Agreement, the Company will be entitled to claw back 50% of Contingent Severance previously paid. Pursuant to the Separation Agreement, Mr. Fisher will be entitled to continued group health insurance benefits through September 30, 2030, under certain conditions. The Separation Agreement includes a general release of claims against the Company by Mr. Fisher, a non-solicitation covenant with respect to Mr. Fisher until September 1, 2026, and mutual non-disparagement covenants with respect to Mr. Fisher and the Company. The covenants in the Separation Agreement become effective September 11, 2025. The Separation Agreement provides that Mr. Fisher may revoke the Separation Agreement until September 9, 2025, and Mr. Fisher will only be entitled to receive severance payments therein if he does not revoke the Separation Agreement. As part of the Separation Agreement, Mr. Fisher has agreed to provide transition assistance through December 31, 2025.

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In connection with Mr. Fisher’s resignation, the Board appointed Thomas W. Toomey, the Company’s Chairman and Chief Executive Officer, as the Company’s President. Mr. Fisher’s duties and responsibilities will be assumed by Mr. Toomey and other members of management.

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A copy of the Separation Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of the material terms of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.

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Item 7.01 Regulation FD Disclosure.

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The press release announcing, among other things, the resignation of Mr. Fisher as President and Chief Investment Officer, is furnished as Exhibit 99.1 to this Report. This information is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits.

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​	​	​
Ex. No.		Description
10.1	​	Separation Agreement, between the Company and Joseph D. Fisher, dated September 2, 2025.
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.
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September 2, 2025	​	By:	​	/s/ Keith Benson
​	​	​	​	Keith Benson
​	​	​	​	Senior Vice President and Chief Legal Officer
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FAQ

What leadership change did UDR (UDR) announce regarding Joseph D. Fisher?

UDR announced that Joseph D. Fisher resigned as President and Chief Investment Officer effective at the close of business on September 2, 2025. Chairman and Chief Executive Officer Thomas W. Toomey was appointed President, and Fisher’s responsibilities will be handled by Toomey and other members of management.

What severance payments will Joseph D. Fisher receive from UDR (UDR)?

Joseph D. Fisher will receive a $3.0 million severance payment upon executing the separation agreement. He may receive an additional $3.0 million in contingent severance over 12 months, which depends on his continued compliance with non-solicitation, confidentiality, non-disparagement, and other material provisions of the agreement.

How can UDR (UDR) claw back severance paid to Joseph D. Fisher?

If Joseph D. Fisher fails to comply with the material terms of the separation agreement, UDR may claw back 50% of any contingent severance previously paid. This clawback right applies to the additional $3.0 million severance payable over 12 months, not to the initial $3.0 million lump-sum payment.

What post-employment covenants apply to Joseph D. Fisher under the UDR (UDR) agreement?

The separation agreement includes non-solicitation, confidentiality, and mutual non-disparagement covenants. The non-solicitation covenant applies until September 1, 2026, while the covenants generally become effective September 11, 2025, after a revocation period. Compliance is tied to Fisher’s eligibility for contingent severance payments.

What benefits and transition support will Joseph D. Fisher provide UDR (UDR)?

Under the separation agreement, Joseph D. Fisher will receive continued group health insurance benefits through September 30, 2030, subject to conditions. In return, he has agreed to provide transition assistance to UDR through December 31, 2025, helping facilitate the handoff of his responsibilities to other members of management.

When do Joseph D. Fisher’s covenants and revocation rights with UDR (UDR) take effect?

Joseph D. Fisher may revoke the separation agreement until September 9, 2025. The covenants, including non-solicitation and mutual non-disparagement, become effective on September 11, 2025, and Fisher will receive severance payments only if he does not revoke the agreement within the stated revocation period.