UDR, Inc. (UDR) director receives 42,735 Class 1 Performance LTIP Units

Rhea-AI Filing Summary

UDR, Inc. director Mary Ann King reported a new equity award tied to the company’s operating partnership. On 01/02/2026, she received 42,735 Class 1 Performance LTIP Units of United Dominion Realty, L.P. at an exercise price of $0.0000, with an expiration date of 01/02/2036. These units are designed to convert, after vesting and subject to the partnership agreement, into Class 1 LTIP Units, then into partnership common units, and ultimately can be exchanged for either cash or shares of UDR common stock at the company’s discretion. The filing states that these Class 1 Performance LTIP Units will vest on January 2, 2027, and that Mary Ann King holds the derivative securities directly.

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^*

King Mary Ann

(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)
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 1 Performance LTIP Units(1)	(2)(3)(4)(5)(6)	01/02/2026		A		42,735(7)		(2)(3)(4)(5)(6)(7)	01/02/2036	Common Stock(2)(3)(4)(5)(6)(7)	42,735	$0.0000	110,015	D

Explanation of Responses:

1. Represents Class 1 Performance 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"), each Class 1 Performance LTIP Unit may be converted, at the election of the holder, into a Class 1 LTIP Unit at any time (i) on or after when the Class 1 Performance LTIP Unit has vested and (ii) before the expiration date of the Class 1 Performance LTIP Unit.

3. Class 1 Performance LTIP Units convert to a number of Class 1 LTIP Units equal to (i) the applicable Performance LTIP Unit Value, which is calculated as the product of (x) the excess (if any) of the REIT Share Value over the Issue Price for the Class 1 Performance Unit and (y) the Conversion Factor, multiplied by (ii) the number of Class 1 Performance LTIP Units being converted, and divided by (iii) the REIT Share Value on the Conversion Date, as such terms are defined in the Partnership Agreement.

4. Subject to the conditions set forth in the Partnership Agreement and subject to any 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.

5. 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.

6. 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.

7. The Class 1 Performance LTIP Units shall vest on the first anniversary of the vesting commencement date, which is January 2, 2027.

	Mary Ann King	01/06/2025
	** 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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FAQ

What insider transaction did UDR (UDR) report for Mary Ann King?

UDR reported that director Mary Ann King received 42,735 Class 1 Performance LTIP Units on 01/02/2026 in the operating partnership, with an exercise price of $0.0000 and an expiration date of 01/02/2036.

What are Class 1 Performance LTIP Units referenced in the UDR (UDR) Form 4?

The Class 1 Performance LTIP Units are equity-linked units in United Dominion Realty, L.P. that, after vesting and subject to the partnership agreement, may be converted into Class 1 LTIP Units, then into partnership common units, and ultimately exchanged for cash or UDR common stock.

When do Mary Ann King’s UDR performance LTIP units vest?

The filing states that the Class 1 Performance LTIP Units granted to Mary Ann King will vest on January 2, 2027, which is the first anniversary of the vesting commencement date.

How can the UDR partnership units ultimately relate to UDR common stock?

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 company, as general partner, may instead choose to deliver either that cash amount or shares of UDR common stock for the redeemed units.

Does UDR’s general partner have discretion in settling redemptions of partnership units?

Yes. As general partner of the UDR Partnership, UDR, Inc. may, in its sole discretion, purchase partnership common units by paying either the cash amount or the REIT share amount, which is generally one share of UDR common stock for each partnership common unit.

Is Mary Ann King’s UDR equity award held directly or indirectly?

The Form 4 reports that the 110,015 derivative securities beneficially owned following the transaction, including the new 42,735 Class 1 Performance LTIP Units, are held with ownership form marked as Direct (D).