[Form 4] UDR, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 23 July 2025, UDR, Inc. (UDR) Chief Financial Officer David D. Bragg filed Form 4 reporting fresh equity compensation. He received 24,384 restricted common shares at a deemed price of $41.01, lifting his direct ownership to the same amount. No shares were sold.

Bragg was also granted 24,384 Class 1 LTIP units and up to 27,139 Class 2 performance LTIP units in UDR’s operating partnership. Class 1 units vest in equal annual tranches over five years and may be converted to partnership units, then to UDR common stock, after a two-year holding period. Class 2 units vest only if multi-year TSR and FFO targets are met; the award represents the maximum shares attainable and carries a $0 exercise price.

The transaction is a routine incentive grant rather than an open-market purchase, so near-term signalling value is modest, yet it strengthens management-shareholder alignment through increased at-risk equity.

Positive

• CFO increases direct stake by 24,384 shares, enhancing alignment with shareholders.
• Long-term performance LTIP units incentivise value creation through TSR and FFO metrics.

Negative

• No open-market purchase; shares were awarded at no cost, limiting bullish signalling.
• 27,139 Class 2 units are conditional; potential dilution and actual payout depend on future performance.

Insights

Securities Analyst

TL;DR: Routine compensation grant; increases CFO equity stake but lacks strong buy-signal since no cash outlay or open-market purchase.

The filing shows standard annual equity awards: 24.4k restricted shares plus 51.5k potential LTIP units (24.4k time-vested, 27.1k performance-based). While the absolute share count is meaningful, the $0 cost and multi-year vesting limit immediate economic commitment. Because the award is tied to continued service and performance hurdles, dilution depends on future results. Investors may view the grant positively for incentive alignment, yet it is unlikely to be materially market-moving.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bragg David D.

(Last) (First) (Middle)

1745 SHEA CENTER DRIVE

SUITE 200

(Street)

HIGHLANDS RANCH CO 80129

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UDR, Inc. [ UDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP - Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/23/2025		A		24,384(1)	A	$41.01	24,384	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class 1 LTIP Units(2)	(3)(4)(5)	07/23/2025		A		24,384(6)		(3)(4)(5)(6)	(5)	Common Stock(3)(4)(5)	24,384	$0.0000	24,384	D
Class 2 LTIP Units(7)	(4)(8)(9)	07/23/2025		A		27,139(12)(10)(11)(13)(14)		(12)(4)(8)(9)(10)(11)(13)	(9)	Common Stock(4)(8)(9)	27,139	$0.0000	27,139	D

Explanation of Responses:

1. Subject to the reporting person's continued employment, the grant vests in equal installments over five years from the grant date.

2. Represents Class 1 LTIP Units (the "Class 1 LTIP Units") in United Dominion Realty, L.P., a Delaware limited partnership (the "UDR Partnership"). UDR, Inc. (the "Company") is the parent company and sole general partner of the UDR Partnership.

3. Subject to the conditions set forth in the Eleventh Amendment to the Amended and Restated Agreement of Limited Partnership of the UDR Partnership (the "Partnership Agreement") and subject to the vesting conditions specified with respect to each Class 1 LTIP Unit, each Class 1 LTIP Unit may be converted, at the election of the holder, into a unit of limited partnership of the UDR Partnership (a "Partnership Common Unit"), provided that such Class 1 LTIP Unit has been outstanding for at least two years from the date of grant.

4. A holder of Partnership Common Units has the right to require the UDR Partnership to redeem all or a portion of the Partnership Common Units held by the holder in exchange for a cash payment based on the market value of the Company's Common Stock at the time of redemption, as defined in the Partnership Agreement (the "Cash Amount"). However, the UDR Partnership's obligation to pay the Cash Amount is subject to the prior right of the Company to acquire such Partnership Common Units in exchange for either the Cash Amount or shares of the Company's Common Stock.

5. The Company, as the general partner of the UDR Partnership, may, in its sole discretion, purchase the Partnership Common Units by paying the limited partner either the Cash Amount or the REIT Share Amount (generally one share of the Company's Common Stock for each Partnership Common Unit), as such terms are defined in the Partnership Agreement. The right to convert the Class 1 LTIP Units into Partnership Common Units and the right to receive the Cash Amount or the REIT Share Amount (in the Company's sole discretion) in exchange for Partnership Common Units do not have expiration dates.

6. Subject to the reporting person's continued employment, the Class 1 LTIP Units vest in equal installments over five years from the grant date.

7. Represents Class 2 LTIP Units (the "Class 2 LTIP Units") in the UDR Partnership.

8. Subject to the conditions set forth in the Eleventh Amendment to the Partnership Agreement and subject to the vesting conditions specified with respect to each Class 2 LTIP Unit, each Class 2 LTIP Unit may be converted into a Partnership Common Unit, provided that such Class 2 LTIP Unit has been outstanding for at least two years from the date of grant.

9. The Company, as the general partner of the UDR Partnership, may, in its sole discretion, purchase the Partnership Common Units by paying the limited partner either the Cash Amount or the REIT Share Amount (generally one share of the Company's Common Stock for each Partnership Common Unit), as such terms are defined in the Partnership Agreement. The right to convert the Class 2 LTIP Units into Partnership Common Units and the right to receive the Cash Amount or the REIT Share Amount (in the Company's sole discretion) in exchange for Partnership Common Units do not have expiration dates.

10. The Class 2 LTIP Units vest only to the extent that pre-established performance metrics are met for the applicable performance period, subject to continuing employment. Except as otherwise set forth in the UDR, Inc. 1999 Long-Term Incentive Plan, as amended from time to time, except Section 14.9 thereof, the Partnership Agreement, or as determined by the Compensation Committee of the Company's Board of Directors (the "Committee"), in its sole discretion, vesting of the Class 2 LTIP Units shall cease upon the date of termination for any reason other than in the event of a change of control of the Company, and no unvested Class 2 LTIP Units shall thereafter become vested.

11. In the event of a change of control of the Company, the Class 2 LTIP Units will vest only if the holder's employment or other service relationship with the Company is terminated by the Company without cause, or by the holder for good reason, in each case on or within 12 months following the date of a change of control. Further, all restrictions on outstanding awards that have been earned shall lapse upon the Company's termination of the holder's employment without cause or the holder's termination of employment for good reason.

12. The vesting of these Class 2 LTIP Units shall be determined as follows: 35 percent shall be based on a goal measured by the Company's relative total shareholder return ("TSR") as compared to an apartment peer group over a three-year cumulative performance period (the "3-Year Relative Apartment Peer TSR Metric"); 30 percent shall be based on the achievement of a pre-determined FFO as Adjusted goal over a one-year period (the "1-Year FFO as Adjusted Metric"); 20 percent shall be determined based on a goal measured by the Company's relative FFO as Adjusted growth rate as compared to an apartment peer group over a three-year cumulative performance period (the "3-Year Relative FFO as Adjusted Metric"); and 15 percent shall be based on a goal measured by the Company's relative TSR as compared to a REIT peer group over a three-year cumulative performance period (the "3-Year Relative REIT TSR Metric").

13. The portions of these Class 2 LTIP Units based upon the 3-Year Relative Apartment Peer TSR Metric, the 3-Year Relative FFO as Adjusted Metric and the 3-Year Relative REIT TSR Metric will vest on the date the Committee determines performance with respect to such metrics. The portion of these Class 2 LTIP Units based upon the 1-Year FFO as Adjusted Metric will vest 50 percent on the date the Committee determines performance with respect to such metrics and 50 percent on the one year anniversary thereof.

14. Amount represents the maximum award (including dividends) that could be earned, which is subject to forfeiture when the performance results are determined.

	David D. Bragg	07/25/2025
	** Signature of Reporting Person	Date
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FAQ

How many UDR shares did CFO David Bragg acquire on 23-Jul-2025?

He was granted 24,384 restricted common shares according to the Form 4.

What was the reported acquisition price per share?

The deemed price listed was $41.01 per share.

What derivative awards were included in the filing?

Bragg received 24,384 Class 1 LTIP units and up to 27,139 Class 2 performance LTIP units at $0 exercise price.

When do the Class 1 LTIP units vest?

They vest in equal annual installments over five years, subject to continued employment.

What performance metrics govern the Class 2 LTIP units?

Vesting is based on relative TSR (35%), FFO as Adjusted targets (30%+20%), and REIT peer TSR (15%) over one- and three-year periods.