[Form 4] UDR, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Richard Clark, a Director of UDR, Inc. (UDR), reported an award of 1,898 Class 1 LTIP Units on 10/03/2025 that will vest on 01/02/2026. Each LTIP unit converts into a Partnership Common Unit of United Dominion Realty, L.P., and may be redeemed for a cash payment tied to the market value of UDR common stock or converted to UDR common shares at the company’s election. The filing shows the units were acquired (transaction code A) with no exercise price ($0.0000) and that 1,898 common-stock-equivalent shares are beneficially owned following the transaction. The report is an individual filing by one reporting person and discloses indirect ownership mechanics through the UDR Partnership.

Positive

• LTIP award vests on 01/02/2026 providing clear timing for vesting
• Units convert to common-equivalent shares or cash, aligning director pay with shareholder value

Negative

• Company discretion to settle in shares may cause dilution if the REIT Share Amount is chosen
• Cash redemption option could create a liquidity outflow if the company opts to pay the Cash Amount

Insights

Compensation & Equity Specialist

LTIP award vests in 01/02/2026, converting to common-equivalent shares.

The award of 1,898 Class 1 LTIP Units functions as equity compensation tied to the UDR Partnership vehicle; each unit can become a Partnership Common Unit and ultimately translate into a cash payment or one share of UDR common stock at the company's discretion. The reported $0.0000 exercise price indicates this is a performance/retention equity grant rather than a purchase.

This structure creates a near-term vesting event (01/02/2026) that may increase share supply if the company elects conversion to stock. Monitor the company’s use of the Partnership redemption mechanism and any subsequent Form 4s around the vesting date for elections between cash or share settlement.

Corporate Governance Analyst

Director-level grant aligns pay with shareholder-linked redemption mechanics.

Because the Company is the general partner, it holds the right to acquire Partnership Common Units for cash or shares, giving the board discretion over settlement form. That discretion affects dilution (if shares are issued) or cash outflow (if redeemed for cash based on market value).

Key near-term dependency is the vest date 01/02/2026, when settlement choice will determine impact on equity or liquidity; investors can look for disclosure or subsequent transactions around that date.

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).

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^*

Clark Richard

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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

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(1)	(2)(3)(4)	10/03/2025		A		1,898(5)		(2)(3)(4)(5)	(4)	Common Stock(2)(3)(4)(5)	1,898	$0.0000	1,898	D

Explanation of Responses:

1. Represents 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.

2. 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 (as described in footnote 5 below), 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.

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 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.

5. The Class 1 LTIP Units shall vest on January 2, 2026.

	Richard Clark	10/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did UDR director Richard Clark report on Form 4 (UDR)?

He reported acquisition of 1,898 Class 1 LTIP Units on 10/03/2025, which vest on 01/02/2026 and convert to common-equivalent units.

Will Richard Clark pay to receive these LTIP units?

The Form 4 shows an acquisition with price $0.0000, indicating no purchase price per unit.

How can the LTIP units be settled when converted?

Converted Partnership Common Units can be redeemed for a Cash Amount based on market value or acquired by the Company in exchange for the REIT Share Amount (generally one share per unit).

Does this Form 4 show immediate dilution?

The Form 4 reports 1,898 common-stock-equivalent shares beneficially owned following the transaction but does not show whether the Company will settle in cash or shares.

Who filed the Form 4 and was it individual or joint?

The filing was by one reporting person, Richard Clark, who is listed as a Director.