UDR, Inc. (NYSE: UDR) director reports 8,177 Class 1 LTIP LTIP units

Rhea-AI Filing Summary

UDR, Inc. director Kevin C. Nickelberry reported an equity award in the form of derivative securities. On 01/02/2026 he acquired 8,177 Class 1 LTIP Units of United Dominion Realty, L.P., the operating partnership controlled by UDR, Inc. These units are subject to vesting and structural conditions before they can be turned into common stock–linked value.

Each Class 1 LTIP Unit may be converted, at the holder’s election and after being outstanding at least two years from grant, into a Partnership Common Unit, subject to the partnership agreement and vesting terms. Partnership Common Units can then be redeemed for a cash amount tied to the market value of UDR common stock, with the company able, in its discretion, to deliver either cash or shares. The Class 1 LTIP Units are scheduled to vest on January 2, 2027, and following this grant Nickelberry held 33,937 derivative securities directly.

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^*

Nickelberry Kevin C

(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
	Officer (give title below)		Other (specify below)

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 1 LTIP Units(1)	(2)(3)(4)	01/02/2026		A		8,177(5)		(2)(3)(4)(5)	(4)	Common Stock(2)(3)(4)(5)	8,177	$0.0000	33,937	D

Explanation of Responses:

1. Represents Class 1 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 1 LTIP Unit (as described in footnote 5 below), each Class 1 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 1 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 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.

5. The Class 1 LTIP Units shall vest on the first anniversary of the vesting commencement date, which is January 2, 2027.

	Kevin C. Nickelberry	01/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did UDR (UDR) disclose in this Form 4?

The filing shows that director Kevin C. Nickelberry acquired 8,177 Class 1 LTIP Units of United Dominion Realty, L.P. on 01/02/2026.

What are the Class 1 LTIP Units reported by UDR director Kevin C. Nickelberry?

The Class 1 LTIP Units are long-term incentive partnership units in United Dominion Realty, L.P.. Under the partnership agreement and vesting conditions, each unit may later be converted into a Partnership Common Unit, which in turn can be redeemed for cash based on UDR, Inc. common stock value or, at the company’s discretion, exchanged for shares.

When do Kevin C. Nickelberry’s UDR Class 1 LTIP Units vest?

The filing states that the Class 1 LTIP Units will vest on the first anniversary of the vesting commencement date, which is January 2, 2027.

How can the Class 1 LTIP Units reported at UDR ultimately relate to common stock?

After being outstanding at least two years and meeting vesting and other conditions, each Class 1 LTIP Unit may be converted into a Partnership Common Unit. The holder can require the partnership to redeem these units for a cash amount based on UDR common stock, while the company may instead deliver either that cash amount or a corresponding number of shares, generally one share per Partnership Common Unit.

How many derivative securities does Kevin C. Nickelberry beneficially own after this UDR transaction?

Following the reported transaction, Kevin C. Nickelberry beneficially owned 33,937 derivative securities directly, as disclosed in the filing.

What is Kevin C. Nickelberry’s relationship to UDR, Inc. in this Form 4?

The filing identifies Kevin C. Nickelberry as a director of UDR, Inc., with the Form 4 marked as filed by one reporting person.