UDR (NYSE: UDR) details Class 1 and Class 2 LTIP awards to SVP-CAO

Rhea-AI Filing Summary

UDR, Inc. reported an equity award grant to its Senior Vice President and Chief Accounting Officer, Tracy L. Hofmeister. On 01/02/2026, Hofmeister received Class 2 LTIP Units that are performance-based and convertible into partnership common units, which in turn may be exchanged for either cash or shares of UDR common stock at the company’s discretion under the partnership agreement. The maximum potential Class 2 LTIP award can be earned based on multi-year metrics tied to relative total shareholder return, funds from operations (FFO) as adjusted, and other financial and operational goals, with vesting dependent on continued employment and, in some cases, change-of-control outcomes.

On the same date, Hofmeister also received 21,804 Class 1 LTIP Units, which are time-based and scheduled to vest in four equal installments on January 2, 2027, January 1, 2028, January 1, 2029, and January 1, 2030. Both Class 1 and Class 2 LTIP Units can, after specified holding and vesting conditions are met, be converted into partnership common units that may ultimately be redeemed for either cash or UDR common stock, aligning the officer’s long-term incentives with the company’s performance.

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^*

Hofmeister Tracy L

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP-Chief Accounting Officer

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		21,031(5)(6)(7)(8)(9)		(5)(2)(3)(4)(6)(7)(8)	(4)	Common Stock(5)(2)(3)(4)(6)(7)(8)	21,031	$0.0000	48,228	D
Class 2 LTIP Units(1)	(2)(3)(4)	01/02/2026		A		7,514(5)(6)(9)(10)(11)		(5)(2)(3)(4)(6)(10)(11)	(4)	Common Stock(5)(2)(3)(4)(6)(10)(11)	7,514	$0.0000	55,742	D
Class 1 LTIP Units(12)	(13)(14)(15)	01/02/2026		A		21,804(16)		(13)(14)(15)(16)	(15)	Common Stock(13)(14)(15)(16)	21,804	$0.0000	21,804	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: 35 percent based on an operations index goal; 30 percent based on an FFO as Adjusted per share 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.

12. Represents Class 1 LTIP Units in the UDR Partnership.

13. Subject to the conditions set forth in the Partnership Agreement and subject to the 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 Partnership Common Unit, provided that such Class 1 LTIP Unit has been outstanding for at least two years from the date of grant.

14. 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 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.

15. 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.

16. The Class 1 LTIP Units shall vest as follows: 1/4 of the Class 1 LTIP Units shall vest on January 2, 2027; 1/4 of the Class 1 LTIP Units shall vest on January 1, 2028; 1/4 of the Class 1 LTIP Units shall vest on January 1, 2029 and the remaining 1/4 of the Class 1 LTIP Units shall vest on January 1, 2030.

	Tracy L. Hofmeister	01/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did UDR (UDR) disclose for January 2, 2026?

UDR disclosed that Tracy L. Hofmeister, its Senior Vice President and Chief Accounting Officer, received grants of Class 2 LTIP Units and 21,804 Class 1 LTIP Units on 01/02/2026 under the company’s long-term incentive arrangements.

Who is the reporting person in UDR (UDR)'s latest Form 4 filing?

The reporting person is Tracy L. Hofmeister, who serves as SVP–Chief Accounting Officer of UDR, Inc. and is filing as an officer and single reporting person.

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

Class 2 LTIP Units are long-term incentive partnership units in United Dominion Realty, L.P. that, after meeting vesting and a two-year holding requirement, may be converted into Partnership Common Units, which can then be redeemed for either cash or shares of UDR common stock, at the company’s discretion.

How do the Class 2 LTIP Units granted to UDR's SVP-CAO vest?

The Class 2 LTIP Units vest only if pre-established performance metrics are met, including relative total shareholder return, FFO as Adjusted metrics, and other financial and operational goals, and generally require continued employment, with special provisions if a change of control and qualifying termination occur.

How do the Class 1 LTIP Units granted by UDR (UDR) vest over time?

The Class 1 LTIP Units granted on 01/02/2026 vest in four equal installments: one quarter on January 2, 2027, one quarter on January 1, 2028, one quarter on January 1, 2029, and the remaining quarter on January 1, 2030, subject to the conditions in the partnership agreement.

Can UDR (UDR) settle LTIP-related Partnership Common Units in stock or cash?

Yes. When Partnership Common Units are redeemed, UDR has the prior right, as general partner, to acquire them by paying either the Cash Amount based on the market value of the common stock or delivering shares of UDR common stock, at its sole discretion.

Do the rights to convert UDR LTIP Units or redeem Partnership Common Units have an expiration date?

According to the disclosure, the right to convert Class 1 and Class 2 LTIP Units into Partnership Common Units, and the right to receive either the Cash Amount or the REIT Share Amount for those Partnership Common Units, do not have expiration dates, once the applicable conditions are met.