UDR Insider Filing: Joseph Fisher Resigns, Over 1.2M LTIP Units Forfeited

Rhea-AI Filing Summary

UDR, Inc. insider filing shows Joseph D. Fisher resigned as President and Chief Investment Officer effective September 2, 2025, and certain long-term incentive units were forfeited. The Form 4 reports the disposition on 09/02/2025 of 288,591 Class 2 LTIP Units and 974,158 Class 2 Performance LTIP Units, which reduced his reported holdings of underlying common-stock-equivalent units to 263,697 and 924,319, respectively. The units forfeited reflect portions of awards subject to vesting and performance conditions under the UDR partnership and the company's LTIP.

The filing explains conversion and redemption mechanics for LTIP and Performance LTIP Units, notes vesting is subject to performance and continued service, and specifies certain change-of-control and termination provisions. The report is signed by Joseph D. Fisher on 09/04/2025.

Positive

• None.

Negative

• Resignation of Joseph D. Fisher from his roles as President and Chief Investment Officer effective 09/02/2025.
• Forfeiture of a large portion of LTIP awards: 288,591 Class 2 LTIP Units and 974,158 Class 2 Performance LTIP Units were forfeited.
• Reduction in reported beneficial holdings: remaining holdings reported as 263,697 and 924,319 units for the two classes after the forfeitures.

Insights

Financial Analyst

TL;DR: Insider resignation and forfeiture of significant LTIP awards reduces the reporting officer's vested holdings, potentially affecting management continuity.

The filing documents Mr. Fisher's resignation effective 09/02/2025 and the forfeiture of 288,591 Class 2 LTIP Units and 974,158 Class 2 Performance LTIP Units. Post-transaction beneficial holdings are reported as 263,697 and 924,319 units, respectively. These LTIP instruments convert to partnership common units and ultimately to cash or REIT shares per the partnership agreement, subject to vesting and conversion rules. The disclosure clarifies that forfeiture reflects unvested portions tied to performance and continued employment. This is a material insider change in senior leadership and incentive alignment as reported on Form 4.

Corporate Governance Expert

TL;DR: Departure of a named executive and forfeiture of incentive awards raises governance and succession considerations for the board.

The Form 4 confirms termination of employment for Joseph D. Fisher effective 09/02/2025 and quantifies forfeited Class 2 LTIP and Performance LTIP Units. The explanatory notes restate vesting, conversion, and change-of-control provisions from the partnership agreement and LTIP, indicating customary forfeiture on resignation absent qualifying termination events. The filing is precise about remaining beneficial ownership and the mechanics for redemption or conversion into REIT shares or cash. This disclosure is important for assessing executive compensation outcomes and board-level succession processes.

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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X

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^*

Fisher Joseph 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)
	President & CIO

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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)	09/02/2025		D			288,591(7)	(2)(3)(4)(5)(6)	(4)	Common Stock(2)(3)(4)	288,591	$0.0000	263,697	D
Class 2 Performance LTIP Units(8)	(2)(3)(4)(9)(10)	09/02/2025		D			974,158(7)	(2)(3)(4)(5)(6)(9)(10)	(9)	Common Stock(2)(3)(4)(9)(10)	974,158	$0.0000	924,319	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 Eleventh Amendment to 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. Amount represents the portion of the award forfeited in connection with the Reporting Person's resignation from his position as President and Chief Investment Officer of the Company effective as of the close of business on September 2, 2025.

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

9. Subject to the conditions set forth in the Eleventh Amendment to Partnership Agreement and subject to the vesting conditions specified with respect to each Class 2 Performance LTIP Unit, 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. The expiration dates for the 366,626 and 607,532 Class 2 Performance LTIP Units forfeited are January 3, 2033 and May 19, 2038, respectively.

10. 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 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.

	Joseph D. Fisher	09/04/2025
	** 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 the UDR Form 4 filed for symbol UDR report?

The Form 4 reports Joseph D. Fisher's resignation effective 09/02/2025 and the forfeiture of 288,591 Class 2 LTIP Units and 974,158 Class 2 Performance LTIP Units.

How many LTIP-related units does Joseph D. Fisher still beneficially own after the reported transactions?

After the transactions, Mr. Fisher is reported to beneficially own 263,697 Class 2 LTIP Unit equivalents and 924,319 common-stock-equivalent units related to Performance LTIP Units.

Were the forfeited units vested or unvested according to the filing?

The filing states the forfeited amounts represent portions of awards forfeited in connection with Mr. Fisher's resignation, and that vesting is subject to performance metrics and continued employment.

What conversion or payout options apply to LTIP Units per the filing?

The filing explains LTIP Units may convert to partnership common units and those units may be redeemed for a cash amount or acquired by the company for either cash or a REIT share amount (generally one share per unit), per the partnership agreement.