UDR (NYSE: UDR) CEO Toomey exercises 110,000 LTIP units into common stock

Rhea-AI Filing Summary

UDR, Inc. Chairman, President and CEO Thomas W. Toomey reported equity transactions involving partnership-based incentive units and company stock. On 12/30/2025, he exercised derivative securities labeled as Class 2 LTIP Units and converted 110,000 of these units into an equal number of Partnership Common Units in United Dominion Realty, L.P., the operating partnership controlled by UDR, Inc. He then converted these Partnership Common Units into 110,000 shares of UDR common stock at a price of $35.84 per share and subsequently transferred 110,000 Partnership Common Units to the company, leaving a reported balance of 0 such units from this block. Following these transactions, he reported 730,401 derivative securities beneficially owned directly, reflecting his ongoing incentive-based alignment with the partnership and common stock structure.

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^*

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)
12/30/2025

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 2 LTIP Units(1)	(2)(3)(4)	12/30/2025		M			110,000(5)	(2)(3)(4)	(4)	Common Stock(2)(3)(4)	110,000	$35.84	730,401	D
Partnership Common Units(2)	(2)(3)(4)	12/30/2025		M		110,000(6)		(2)(3)(4)	(4)	Common Stock(2)(3)(4)	110,000	$35.84	110,000	D
Partnership Common Units(2)	(2)(3)(4)	12/30/2025		D			110,000(7)	(2)(3)(4)	(4)	Common Stock(2)(3)(4)	110,000	$35.84	0.0000	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, as amended (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, 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. Amount represents the number of vested Class 2 LTIP Units that were converted into Partnership Common Units.

6. Amount represents the number of Partnership Common Units acquired upon conversion of the Class 2 LTIP Units.

7. Amount represents the number of Partnership Common Units acquired by the Company.

	Thomas W. Toomey	12/30/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did UDR (UDR) report for Thomas W. Toomey?

UDR reported that Chairman, President and CEO Thomas W. Toomey exercised Class 2 LTIP Units on 12/30/2025, converting 110,000 units into Partnership Common Units and then into 110,000 shares of UDR common stock at $35.84 per share, followed by a transfer of 110,000 Partnership Common Units to the company.

How many UDR-related units did Thomas W. Toomey convert on 12/30/2025?

On 12/30/2025, Thomas W. Toomey converted 110,000 Class 2 LTIP Units into 110,000 Partnership Common Units, which were then tied to 110,000 shares of UDR common stock as the underlying security.

What was the price for Thomas W. Toomey’s UDR stock underlying the derivative exercise?

The Form 4 shows that the derivative transactions involving UDR common stock were priced at $35.84 per share for the 110,000 shares underlying the exercised Class 2 LTIP Units and related Partnership Common Units.

What are Class 2 LTIP Units referenced in the UDR (UDR) Form 4?

The filing explains that Class 2 LTIP Units are incentive units in United Dominion Realty, L.P. that, after meeting conditions and vesting, may be converted at the holder’s election into Partnership Common Units, which in turn can be redeemed for a cash amount or shares of UDR common stock.

How many derivative securities does Thomas W. Toomey beneficially own after the reported UDR transactions?

After the reported transactions on 12/30/2025, Thomas W. Toomey reported beneficial ownership of 730,401 derivative securities directly, according to the derivative securities table.

What rights do holders of UDR Partnership Common Units have under the partnership agreement?

The filing states that a holder of Partnership Common Units may require the UDR Partnership to redeem all or part of their units for a cash amount based on the market value of UDR common stock, subject to the company’s prior right to instead deliver cash or shares of its common stock.