UDR (UDR) director Jon A. Grove granted 52,707 performance LTIP units

Rhea-AI Filing Summary

UDR, Inc. director Jon A. Grove reported an equity award involving partnership-based derivative securities tied to the company’s common stock. On 01/02/2026, he acquired 52,707 Class 1 Performance LTIP Units in United Dominion Realty, L.P., which are derivative securities that can ultimately be linked to shares of UDR common stock. These units are exercisable until 01/02/2036 and are shown as corresponding to 52,707 shares of common stock for reporting purposes.

Under the UDR Partnership agreement, once vested, each Class 1 Performance LTIP Unit can be converted into a Class 1 LTIP Unit and then, after at least two years from grant and subject to conditions, into Partnership Common Units. Those Partnership Common Units may be redeemed for a cash amount based on UDR’s common stock price, while the company, as general partner, can instead deliver either that cash amount or an equivalent number of common shares. The filing notes these Class 1 Performance LTIP Units will vest on January 2, 2027.

Insights

Equity Compensation Analyst

Routine director equity grant using performance-based LTIP units, with long-dated conversion flexibility.

The filing shows UDR, Inc. has granted director Jon A. Grove a performance-based equity award in the form of 52,707 Class 1 Performance LTIP Units of United Dominion Realty, L.P. as of 01/02/2026. These are derivative interests linked economically to UDR common stock, but issued through the operating partnership structure rather than as direct stock or options.

The mechanics are multi-step: once vested, each Performance LTIP Unit may be converted into a Class 1 LTIP Unit, and then, after being outstanding at least two years from grant and subject to conditions, into Partnership Common Units. Those units can then be redeemed for a cash amount based on UDR’s common stock value, while the company can elect to satisfy that redemption in cash or in shares at a one-for-one rate as described. The award has an expiration date of 01/02/2036, giving a long time frame for potential conversion.

The filing states these Class 1 Performance LTIP Units will vest on January 2, 2027, emphasizing a one-year vesting period from the vesting commencement date. This looks like a standard long-term incentive design aligning a director’s compensation with the company’s performance and stock value over time, rather than a near-term transaction. Actual future share issuance or cash outlay will depend on vesting, performance conditions, and the holder’s and company’s elections at conversion or redemption.

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^*

GROVE JON A

(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		52,707(7)		(2)(3)(4)(5)(6)(7)	01/02/2036	Common Stock(2)(3)(4)(5)(6)(7)	52,707	$0.0000	229,559	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.

	Jon A. Grove	01/06/2026
	** 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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FAQ

What did UDR (UDR) director Jon A. Grove report in this Form 4?

Jon A. Grove reported receiving an equity-based award tied to 52,707 Class 1 Performance LTIP Units of United Dominion Realty, L.P. on 01/02/2026, which are derivative securities linked to UDR, Inc.’s common stock.

How many derivative securities linked to UDR common stock were granted in this transaction?

The transaction reflects a grant of 52,707 Class 1 Performance LTIP Units, reported as corresponding to 52,707 shares of UDR common stock in the underlying securities column.

When do the Class 1 Performance LTIP Units reported by UDR (UDR) vest?

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

What is the expiration date of the derivative securities reported for UDR (UDR)?

The Class 1 Performance LTIP Units reported have an expiration date of 01/02/2036, as disclosed in the derivative securities table.

How can these UDR (UDR) Class 1 Performance LTIP Units ultimately relate to common stock?

After vesting and under the UDR Partnership Agreement, each Class 1 Performance LTIP Unit may be converted into a Class 1 LTIP Unit, which can then be converted into Partnership Common Units. Those units may be redeemed for a cash amount based on UDR’s common stock, and the company may choose to deliver either that cash amount or an equivalent number of shares of UDR common stock.

What is Jon A. Grove’s relationship to UDR (UDR) according to this filing?

The filing identifies Jon A. Grove as a Director of UDR, Inc., with the Form 4 marked as Form filed by One Reporting Person.