UDR (NYSE: UDR) details new Class 2 LTIP awards for CEO

Rhea-AI Filing Summary

UDR, Inc. reported new equity awards for Chairman, President and CEO Thomas W. Toomey in the form of Class 2 LTIP Units of United Dominion Realty, L.P. These partnership units can, after at least two years outstanding and subject to conditions in the partnership agreement, be converted into common partnership units and ultimately redeemed for either cash or shares of UDR common stock at the company’s discretion.

The awards are heavily performance-based. One grant vests only if pre-set performance metrics are achieved, including relative total shareholder return versus an apartment peer group, FFO as Adjusted targets, and relative FFO as Adjusted growth over multi‑year periods. Another grant ties vesting to a mix of individual performance objectives and financial metrics such as FFO as Adjusted per share, operations and transaction indices, and sustainability and workforce health goals. Unvested units generally are forfeited upon employment termination, with special vesting provisions if certain change‑of‑control and termination conditions occur.

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

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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).

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^*

TOOMEY THOMAS W

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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)
			Code	V	Amount	(A) or (D)	Price

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 2 LTIP Units(1)	(2)(3)(4)	01/02/2026		A		453,010(6)(5)(7)(8)(9)		(6)(2)(3)(4)(5)(7)(8)	(4)	Common Stock(6)(2)(3)(4)(5)(7)(8)	453,010	$0.0000	1,183,411	D
Class 2 LTIP Units(1)	(2)(3)(4)	01/02/2026		A		92,798(6)(5)(9)(10)(11)		(6)(2)(3)(4)(5)(10)(11)	(4)	Common Stock(6)(2)(3)(4)(5)(10)(11)	92,798	$0.0000	1,276,209	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 Agreement of Limited Partnership of the UDR Partnership (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 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 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 will 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 shall be determined as follows: 50 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"); and 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").

8. The portions of these Class 2 LTIP Units based upon the 3-Year Relative Apartment Peer TSR Metric and the 3-Year Relative FFO as Adjusted 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 metric and 50 percent on the one year anniversary thereof.

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

10. The vesting of these Class 2 LTIP Units shall be 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 will 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 shall be determined as follows: 40 percent based on an FFO as Adjusted per share goal; 25 percent based on an operations index goal; 15 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.

	Thomas W. Toomey	01/06/2026
	** Signature of Reporting Person	Date
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FAQ

What does the UDR (UDR) Form 4 filing report?

The filing reports that Thomas W. Toomey, UDR’s Chairman, President and CEO, received new grants of Class 2 LTIP Units in United Dominion Realty, L.P., which are performance-based equity awards linked to UDR’s common stock.

What are Class 2 LTIP Units reported for UDR’s CEO?

The Class 2 LTIP Units are long-term incentive partnership units in United Dominion Realty, L.P. that, after meeting conditions in the partnership agreement and being outstanding for at least two years from grant, may be converted into partnership common units and then redeemed for either cash or UDR common stock at the company’s discretion.

How do the performance-based LTIP Units for UDR’s CEO vest?

One set of Class 2 LTIP Units vests only if pre-established performance metrics are met and employment continues. The vesting is based on relative total shareholder return, FFO as Adjusted over one year, and relative FFO as Adjusted growth over three years, as determined by UDR’s Compensation Committee.

What are the specific performance metric weightings for UDR’s Class 2 LTIP Units?

For one award, vesting is determined 50% by a three-year relative total shareholder return metric versus an apartment peer group, 30% by a one-year FFO as Adjusted goal, and 20% by a three-year relative FFO as Adjusted growth metric.

How do the additional performance and subjective metrics affect vesting at UDR?

For another Class 2 LTIP Unit award, vesting is based 30% on the Compensation Committee’s subjective assessment of the executive’s individual performance and 70% on pre-determined financial and operational metrics, including FFO as Adjusted per share, operations index, transactions index, sustainability index, and health of the workforce goals over a one-year period.

What happens to UDR’s Class 2 LTIP Units in a change of control?

In a change of control of UDR, the Class 2 LTIP Units will vest only if the holder’s employment or service is terminated by the company without cause or by the holder for good reason on or within 12 months after the change of control. All restrictions on earned awards lapse upon such qualifying terminations.

How can UDR’s partnership units ultimately be settled for the CEO?

A holder of partnership common units may require the partnership to redeem units for a cash amount based on the market value of UDR common stock. The partnership’s obligation is subject to UDR’s prior right, as general partner, to acquire the units by paying either the cash amount or delivering shares of UDR common stock, generally one share per partnership common unit.