Form 4: Lacy Michael D reports disposition transactions in UDR

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Lacy Michael D reported disposition transactions in a Form 4 filing for UDR. The filing lists transactions totaling 56,738 shares. Following the reported transactions, holdings were 393,877 shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Lacy Michael D

Role SVP-COO

Type	Security	Shares	Price	Value
Disposition	Class 2 LTIP Units	49,091	$0.00	--
Disposition	Class 2 LTIP Units	2,449	$0.00	--
Disposition	Class 2 LTIP Units	5,198	$0.00	--

Holdings After Transaction: Class 2 LTIP Units — 393,877 shares (Direct)

Footnotes (1)

Represents Class 2 LTIP Units (the "Class 2 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. The vesting of these Class 2 LTIP Units is determined as follows: 30 percent shall be based upon the Committee's subjective determination, in its sole discretion, of the executive officer's performance with respect to individual performance objectives; and 70 percent shall be based on pre-determined financial metrics. These Class 2 LTIP Units vest upon a determination by the Committee after the completion of the applicable performance period. The portion of these Class 2 LTIP Units that vests based upon the achievement of pre-determined financial metrics is determined as follows: 40 percent based on an operations index goal; 30 percent based on an FFO as Adjusted per share goal; 10 percent based on a transactions index goal; 10 percent based on a Sustainability Index goal; and 10 percent based on a Health of the Workforce goal, each over a one-year period. Subject to the conditions set forth in the Amended and Restated Partnership Agreement of the UDR Partnership (the "Partnership Agreement") and subject to any vesting conditions specified with respect to each Class 2 LTIP Unit, each Class 2 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 2 LTIP Unit has been outstanding for at least two years from the date of grant. 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. 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. 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. 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. The vesting of these Class 2 LTIP Units occurs on the date the Committee determines performance (the "Determination Date") for the applicable performance period 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; a goal measured by the Company's relative TSR as compared to a REIT peer group over a three-year cumulative performance period; and 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. Amount represents the portion of the award (including dividends) forfeited when performance results were determined by the Committee for the applicable portion of the award on the Determination Date. The vesting of these Class 2 LTIP Units occurs on the Determination Date for the applicable performance period ending on December 31, 2025 based on the achievement of a pre-determined FFO as Adjusted goal over a one-year period. The Class 2 LTIP Units vest 50 percent on the Determination Date, and 50 percent on the one-year anniversary thereof.

Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 06:17 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lacy Michael D

(Last)

(First)

(Middle)

1745 SHEA CENTER DRIVE

SUITE 200

(Street)

HIGHLANDS RANCH

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-COO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class 2 LTIP Units⁽¹⁾	⁽²⁾⁽³⁾⁽⁴⁾	02/12/2026		D			49,091⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽⁴⁾	Common Stock⁽²⁾⁽³⁾⁽⁴⁾	49,091	$0.0000	393,877	D
Class 2 LTIP Units⁽¹⁾	⁽²⁾⁽³⁾⁽⁴⁾	02/12/2026		D			2,449⁽⁵⁾⁽⁶⁾⁽⁸⁾⁽⁹⁾	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁹⁾	⁽⁴⁾	Common Stock⁽²⁾⁽³⁾⁽⁴⁾	2,449	$0.0000	391,428	D
Class 2 LTIP Units⁽¹⁾	⁽²⁾⁽³⁾⁽⁴⁾	02/12/2026		D			5,198⁽⁵⁾⁽⁶⁾⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽¹⁰⁾⁽¹¹⁾	⁽⁴⁾	Common Stock⁽²⁾⁽³⁾⁽⁴⁾	5,198	$0.0000	386,230	D

Explanation of Responses:

1. Represents Class 2 LTIP Units (the "Class 2 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.

2. Subject to the conditions set forth in the Amended and Restated Partnership Agreement of the UDR Partnership (the "Partnership Agreement") and subject to any vesting conditions specified with respect to each Class 2 LTIP Unit, each Class 2 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 2 LTIP Unit has been outstanding for at least two years from the date of grant.

3. 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.

4. 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.

5. 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.

6. 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.

7. The vesting of these Class 2 LTIP Units occurs on the date the Committee determines performance (the "Determination Date") for the applicable performance period 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; a goal measured by the Company's relative TSR as compared to a REIT peer group over a three-year cumulative performance period; and 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.

8. Amount represents the portion of the award (including dividends) forfeited when performance results were determined by the Committee for the applicable portion of the award on the Determination Date.

9. The vesting of these Class 2 LTIP Units occurs on the Determination Date for the applicable performance period ending on December 31, 2025 based on the achievement of a pre-determined FFO as Adjusted goal over a one-year period. The Class 2 LTIP Units vest 50 percent on the Determination Date, and 50 percent on the one-year anniversary thereof.

10. The vesting of these Class 2 LTIP Units is determined as follows: 30 percent shall be based upon the Committee's subjective determination, in its sole discretion, of the executive officer's performance with respect to individual performance objectives; and 70 percent shall be based on pre-determined financial metrics. These Class 2 LTIP Units vest upon a determination by the Committee after the completion of the applicable performance period.

11. The portion of these Class 2 LTIP Units that vests based upon the achievement of pre-determined financial metrics is determined as follows: 40 percent based on an operations index goal; 30 percent based on an FFO as Adjusted per share goal; 10 percent based on a transactions index goal; 10 percent based on a Sustainability Index goal; and 10 percent based on a Health of the Workforce goal, each over a one-year period.

	Michael D. Lacy	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did UDR (UDR) disclose for Michael D. Lacy?

UDR disclosed that SVP-COO Michael D. Lacy disposed of several tranches of Class 2 LTIP Units to the issuer. These were performance-based equity awards tied to UDR’s operating partnership, rather than open-market stock sales.

How many Class 2 LTIP Units did UDR (UDR) executive Michael Lacy dispose of?

Michael Lacy disposed of 49,091, 2,449 and 5,198 Class 2 LTIP Units on February 12, 2026. These dispositions reflected performance-based forfeitures of long-term incentive units rather than cash sales on the open market.

What holdings remain after the reported Form 4 transactions at UDR (UDR)?

After the February 12, 2026 dispositions, Michael Lacy directly held 386,230 derivative securities related to UDR common stock. These remaining Class 2 LTIP Units continue to be subject to the vesting and performance conditions described in the award documentation.

How do Class 2 LTIP Units at UDR (UDR) work for executives?

Class 2 LTIP Units are long-term incentive units in UDR’s operating partnership that can convert into partnership common units after vesting. Those partnership units may then be redeemed for cash or UDR common stock, generally on a one-for-one basis, at the company’s discretion.

What performance metrics affect UDR (UDR) Class 2 LTIP Unit vesting?

Vesting depends on pre-set performance goals, including relative total shareholder return versus apartment and REIT peer groups, FFO as Adjusted growth, operations and transaction indices, sustainability metrics, and workforce health goals, measured over one- or three-year periods with committee determinations.

Why were some UDR (UDR) Class 2 LTIP Units forfeited in this filing?

The filing notes that the amounts reported represent the portion of performance-based awards, including associated dividends, forfeited when the compensation committee determined results for the applicable performance period on the determination date.