UDR (NYSE: UDR) legal chief reports 12,330-share grant, tax withholding

Rhea-AI Filing Summary

UDR, Inc.'s SVP and Chief Legal Officer Keith Benson reported equity compensation activity in company common stock. On February 12, 2026, he acquired 12,330 shares of common stock at $0.0000 per share as a grant or award, bringing his direct holdings to that level.

On the same date, 2,845 shares were disposed of at $38.17 per share to satisfy tax withholding obligations upon the vesting of restricted stock, leaving Benson with 9,485 shares of UDR common stock held directly. The tax-related disposition is described as exempt under Rule 16b-3(e).

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^*

BENSON KEITH

(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 Legal 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		12,330	A	$0.0000	12,330	D
Common Stock	02/12/2026		F(1)		2,845	D	$38.17	9,485	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

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).

	Keith Benson	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did UDR (UDR) disclose for Keith Benson?

UDR disclosed that SVP-Chief Legal Officer Keith Benson received a grant of 12,330 shares of common stock on February 12, 2026. On the same day, 2,845 shares were withheld and disposed of to cover tax obligations tied to vesting restricted stock.

How many UDR (UDR) shares does Keith Benson own after this Form 4?

After the reported transactions, Keith Benson directly owns 9,485 shares of UDR common stock. This reflects a 12,330-share equity award and a 2,845-share tax-withholding disposition that reduced his directly held position to the reported post-transaction balance.

What was the nature of the 12,330-share acquisition reported by UDR (UDR)?

The 12,330-share acquisition is classified as a grant, award, or other acquisition of UDR common stock at $0.0000 per share. It represents equity compensation to Keith Benson, UDR’s SVP-Chief Legal Officer, rather than an open-market purchase of shares.

Why were 2,845 UDR (UDR) shares disposed of in Keith Benson’s Form 4?

The 2,845 UDR shares were withheld and disposed of to satisfy Keith Benson’s tax withholding obligation upon the vesting of restricted stock. The filing notes this deemed disposition is exempt from short-swing profit rules under SEC Rule 16b-3(e).

Was Keith Benson’s UDR (UDR) Form 4 transaction an open-market sale?

No, the filing characterizes the 2,845-share transaction as a tax-withholding disposition, not a discretionary open-market sale. Shares were withheld upon restricted stock vesting to cover tax obligations, and the transaction is identified as exempt under Rule 16b-3(e).

What role does Keith Benson hold at UDR (UDR) in this insider filing?

Keith Benson is identified as an officer of UDR, serving as SVP-Chief Legal Officer. The Form 4 indicates he is not a director and not a 10% owner, and that he reports the equity grant and related tax-withholding share disposition as a single reporting person.