UDR (NYSE: UDR) SVP reports disposition of Class 2 LTIP awards

Rhea-AI Filing Summary

UDR, Inc. senior vice president and chief accounting officer Tracy L. Hofmeister reported disposing of incentive equity units back to the company’s operating partnership. She returned 393 Class 2 LTIP Units and 30,614 Class 2 Performance LTIP Units to the issuer at a stated price of $0.00 per unit in issuer dispositions.

Following these transactions, she directly holds 55,349 Class 2 LTIP Units and 25,010 Class 2 Performance LTIP Units. The footnotes explain that these units are performance-based partnership interests in United Dominion Realty, L.P. that vest only if specified total shareholder return and FFO as Adjusted goals and employment-based conditions are satisfied.

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^*

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)
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

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)	02/12/2026		D			393(5)(6)(7)(8)	(2)(3)(4)(5)(6)(7)	(4)	Common Stock(2)(3)(4)	393	$0.0000	55,349	D
Class 2 Performance LTIP Units(9)	(2)(3)(4)	02/12/2026		D			30,614(14)(8)(12)(13)	(14)(2)(3)(4)(5)(6)(10)(11)(12)(13)	01/03/2033	Common Stock(2)(3)(4)(10)(11)	30,614	$0.0000	25,010	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 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. 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.

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 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

8. 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, February 13, 2025.

9. Represents Class 2 Performance LTIP Units in the UDR Partnership (the "Class 2 Performance LTIP Units").

10. Subject to the conditions set forth in the Partnership Agreement, each Class 2 Performance LTIP Unit may be converted, at the election of the holder, into a Class 2 LTIP Unit at any time (i) on or after when the Class 2 Performance LTIP Unit has vested and (ii) before the expiration date of the Class 2 Performance LTIP Unit.

11. Class 2 Performance LTIP Units convert to a number of Class 2 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 2 Performance LTIP Unit and (y) the Conversion Factor, multiplied by (ii) the number of Class 2 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.

12. The Class 2 Performance 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 Committee, in its sole discretion, vesting of the Class 2 Performance 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 Performance LTIP Units shall thereafter become vested.

13. In the event of a change of control of the Company, the Class 2 Performance 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.

14. The vesting of these Class 2 Performance LTIP Units occurs on the Determination Date for the applicable performance period 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; a goal measured by the Company's relative TSR as compared to a REIT peer group over a three-year cumulative performance period; and 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.

	Tracy L. Hofmeister	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did UDR (UDR) executive Tracy L. Hofmeister report?

Tracy L. Hofmeister reported disposing of incentive equity units back to UDR’s operating partnership. She returned Class 2 LTIP Units and Class 2 Performance LTIP Units to the issuer, reflecting forfeited portions of performance-based awards tied to established performance goals and vesting conditions.

How many LTIP and Performance LTIP Units did the UDR (UDR) officer dispose of?

Hofmeister disposed of 393 Class 2 LTIP Units and 30,614 Class 2 Performance LTIP Units in issuer dispositions at a stated price of $0.00 per unit. These amounts represent the forfeited portions of awards when performance results were determined for the applicable performance period.

What are UDR (UDR) Class 2 LTIP Units and Performance LTIP Units?

Class 2 LTIP Units and Class 2 Performance LTIP Units are performance-based partnership interests in United Dominion Realty, L.P. Subject to conditions, Performance LTIP Units can convert into Class 2 LTIP Units, which may then convert into Partnership Common Units that can ultimately be exchanged for cash or UDR common stock.

What performance metrics affect vesting of UDR (UDR) Class 2 Performance LTIP Units?

Vesting of Class 2 Performance LTIP Units depends on pre-established performance metrics over a three-year period, including UDR’s relative total shareholder return versus apartment and REIT peer groups and relative FFO as Adjusted growth versus an apartment peer group, all subject to continued employment conditions and plan and partnership agreement terms.

What happens to UDR (UDR) LTIP awards if employment terminates or there is a change of control?

Generally, vesting of Class 2 LTIP and Performance LTIP Units ceases at termination, and unvested units do not vest further. Following a change of control, units vest only if employment is terminated without cause or for good reason within 12 months, with restrictions on earned awards then lapsing.

How many LTIP-related units does the UDR (UDR) executive hold after the disposition?

After the reported transactions, Hofmeister directly holds 55,349 Class 2 LTIP Units and 25,010 Class 2 Performance LTIP Units. These remaining awards continue to be subject to the vesting, performance, and conversion terms described in the company’s long-term incentive plan and the UDR Partnership agreement.