UDR, Inc. (UDR) CFO reports stock award, tax withholding and LTIP unit change

Rhea-AI Filing Summary

UDR, Inc. Senior Vice President and Chief Financial Officer David D. Bragg reported multiple equity transactions dated February 12, 2026. He received a grant of 6,741 shares of common stock at $0.0000 per share, bringing his direct common stock holdings to 31,125 shares.

To cover tax withholding on vesting, 1,099 common shares were withheld at $38.17 per share, leaving him with 30,026 directly held common shares. Separately, he reported a disposition to the issuer of 790 Class 2 LTIP Units, with 113,714 Class 2 LTIP Units remaining directly owned.

The Class 2 LTIP Units are performance-based partnership units that may convert into partnership common units and ultimately cash or UDR common stock, with vesting tied to pre-established performance metrics and an FFO as Adjusted goal over a one-year period ending December 31, 2025.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Bragg David D.

Role SVP - Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Class 2 LTIP Units	790	$0.00	--
Grant/Award	Common Stock	6,741	$0.00	--
Tax Withholding	Common Stock	1,099	$38.17	$42K

Holdings After Transaction: Class 2 LTIP Units — 113,714 shares (Direct); Common Stock — 31,125 shares (Direct)

Footnotes (1)

1. Represents shares of restricted stock withheld to satisfy the reporting person's tax withholding obligation upon vesting of restricted stock. The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e). 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. Subject to the conditions set forth in the Amended and Restated Partnership Agreement of the UDR Partnership (the "Partnership Agreement") and subject to any 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. 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. 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. The Class 2 LTIP Units 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. 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. The vesting of these Class 2 LTIP Units occurs on the date the Committee determines performance (the "Determination Date") for the applicable performance period based on the achievement of a pre-determined FFO as Adjusted goal over a one-year period ending on December 31, 2025. The LTIP Units vest 50 percent on the Determination Date, and 50 percent on the one-year anniversary thereof Amount represents the portion of the award (including dividends) forfeited when performance results were determined by the Committee for the applicable portion of the award on the Determination Date.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Bragg David D.

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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
Common Stock	02/12/2026		A		6,741	A	$0.0000	31,125	D
Common Stock	02/12/2026		F(1)		1,099	D	$38.17	30,026	D

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(2)	(3)(4)(5)	02/12/2026		D			790(6)(7)(8)(9)	(3)(4)(5)(6)(7)(8)	(4)	Common Stock(3)(4)(5)	790	$0.0000	113,714	D

Explanation of Responses:

1. Represents shares of restricted stock withheld to satisfy the reporting person's tax withholding obligation upon vesting of restricted stock. The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e).

2. 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.

3. Subject to the conditions set forth in the Amended and Restated Partnership Agreement of the UDR Partnership (the "Partnership Agreement") and subject to any 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.

4. 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.

5. 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.

6. The Class 2 LTIP Units 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.

7. 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.

8. The vesting of these Class 2 LTIP Units occurs on the date the Committee determines performance (the "Determination Date") for the applicable performance period based on the achievement of a pre-determined FFO as Adjusted goal over a one-year period ending on December 31, 2025. The LTIP Units vest 50 percent on the Determination Date, and 50 percent on the one-year anniversary thereof

9. Amount represents the portion of the award (including dividends) forfeited when performance results were determined by the Committee for the applicable portion of the award on the Determination Date.

	David D. Bragg	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What did UDR (UDR) CFO David Bragg report in this Form 4?

He reported a grant of common stock, tax-related share withholding, and a disposition of performance-based Class 2 LTIP Units. These transactions adjusted his directly held common stock and LTIP unit positions as part of UDR, Inc.’s long-term incentive and performance compensation structure.

How many UDR (UDR) common shares did the CFO acquire and retain?

He was awarded 6,741 shares of UDR common stock at $0.0000 per share. After 1,099 shares were withheld to satisfy tax obligations at $38.17 per share, his directly held common stock position stood at 30,026 shares following the reported transactions on February 12, 2026.

Why were 1,099 UDR (UDR) common shares disposed of in this filing?

The 1,099 common shares were withheld to satisfy David Bragg’s tax withholding obligation upon vesting of restricted stock. The shares were valued at $38.17 each, and the deemed disposition is characterized as a tax-withholding transaction exempt under Rule 16b-3(e) for reporting purposes.

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

Class 2 LTIP Units are performance-based units in United Dominion Realty, L.P., UDR’s operating partnership. Subject to vesting and other conditions, they may convert into partnership common units, which can be redeemed for cash or, at the company’s discretion, shares of UDR’s common stock.

How many Class 2 LTIP Units did the UDR (UDR) CFO dispose of and what remains?

He reported a disposition to the issuer of 790 Class 2 LTIP Units at an exercise price of $0.0000. After this transaction, he directly held 113,714 Class 2 LTIP Units, which remain subject to the partnership agreement and applicable performance and vesting conditions.

How do performance goals affect UDR (UDR) Class 2 LTIP Unit vesting?

Vesting depends on pre-established performance metrics, including an FFO as Adjusted goal over a one-year period ending December 31, 2025. For the applicable award, 50% vests on the committee’s Determination Date and 50% one year later, with unearned portions forfeited when performance is determined.