UDR (UDR) insider Form 4 details Class 2 LTIP trust transfers

Rhea-AI Filing Summary

UDR, Inc. (UDR) chairman, president and CEO Thomas W. Toomey reported transactions in Class 2 LTIP Units on November 24, 2025. These derivative securities represent Class 2 LTIP Units in United Dominion Realty, L.P., of which UDR, Inc. is the parent and sole general partner. The filing shows a transaction coded "G" involving 52,175 Class 2 LTIP Units at an exercise price of $0.0000 and a "J" transaction involving 6,990 Class 2 LTIP Units at $35.63, with beneficial ownership reported as 833,411 and 840,401 derivative securities, respectively, following the transactions.

The explanatory notes describe prior contributions of 75,000 and 25,000 Class 2 LTIP Units in 2023 to two grantor retained annuity trusts for no consideration, followed by the reporting person’s receipt on November 24, 2025 of 39.131 Class 2 LTIP Units from one trust and 13,044 Class 2 LTIP Units from the other, also for no consideration. They also explain that 6,991 Class 2 LTIP Units were transferred from the trusts to their beneficiaries, who then transferred those units to the reporting person in satisfaction of indebtedness.

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^*

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)
11/24/2025

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)	11/24/2025		G		52,175(5)		(2)(3)(4)	(4)	Common Stock(2)(3)(4)	52,175	$0.0000	833,411	D
Class 2 LTIP Units(1)	(2)(3)(4)	11/24/2025		J(6)		6,990(6)		(2)(3)(4)	(4)	Common Stock(2)(3)(4)	6,990	$35.63	840,401	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 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. On November 15, 2023, the reporting person contributed 75,000 Class 2 LTIP Units to the "Thomas W. Toomey 2023 Grantor Retained Annuity Trust TD" and 25,000 Class 2 LTIP Units to the "Thomas W. Toomey 2023 Grantor Retained Annuity Trust BDJ" for no consideration. On November 24, 2025, the reporting person received 39.131 Class 2 LTIP Units from the "Thomas W. Toomey 2023 Grantor Retained Annuity Trust TD" and 13,044 Class 2 LTIP Units to the "Thomas W. Toomey 2023 Grantor Retained Annuity Trust BDJ" for no consideration.

6. On November 24, 2025, the "Thomas W. Toomey 2023 Grantor Retained Annuity Trust TD" and the "Thomas W. Toomey 2023 Grantor Retained Annuity Trust BDJ" collectively transferred 6,991 Class 2 LTIP Units to the beneficiaries of the trusts, and the beneficiaries transferred those Class 2 LTIP Units to the reporting person in satisfaction of indebtedness.

	Thomas W. Toomey	11/26/2025
	** 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 UDR (UDR) CEO Thomas W. Toomey report in this Form 4?

The Form 4 reports transactions on November 24, 2025 involving Class 2 LTIP Units of United Dominion Realty, L.P., a partnership for which UDR, Inc. is the parent and sole general partner.

What derivative securities are involved in Thomas W. Toomey’s UDR (UDR) Form 4?

The filing involves Class 2 LTIP Units in United Dominion Realty, L.P. Each Class 2 LTIP Unit may be converted, subject to conditions, into a Partnership Common Unit and ultimately into cash or shares of UDR common stock as described in the partnership agreement.

What transactions in Class 2 LTIP Units are disclosed for UDR (UDR) on November 24, 2025?

The report shows a transaction code G for 52,175 Class 2 LTIP Units at $0.0000 and a transaction code J for 6,990 Class 2 LTIP Units at $35.63, with derivative securities beneficially owned following the transactions reported as 833,411 and 840,401, respectively.

How do the grantor retained annuity trusts feature in this UDR (UDR) Form 4?

The notes state that in 2023 the reporting person contributed 75,000 Class 2 LTIP Units to the “Thomas W. Toomey 2023 Grantor Retained Annuity Trust TD” and 25,000 Class 2 LTIP Units to the “Thomas W. Toomey 2023 Grantor Retained Annuity Trust BDJ” for no consideration, and that on November 24, 2025 he received 39.131 Class 2 LTIP Units from the TD trust and 13,044 Class 2 LTIP Units from the BDJ trust for no consideration.

What does the Form 4 say about transfers to beneficiaries related to UDR (UDR) securities?

The explanation states that on November 24, 2025, the two 2023 grantor retained annuity trusts collectively transferred 6,991 Class 2 LTIP Units to their beneficiaries, who then transferred those units to the reporting person in satisfaction of indebtedness.

Do the Class 2 LTIP Units related to UDR (UDR) have an expiration date?

According to the notes, the right to convert Class 2 LTIP Units into Partnership Common Units and the right to receive cash or UDR common stock in exchange for Partnership Common Units do not have expiration dates, subject to the partnership agreement and vesting conditions.