UDR (UDR) 10-K risk factor changes: FY2022 vs FY2021

At December 31, [removed: 2021,] [added: 2022,] our consolidated real estate portfolio consisted of [removed: 160] [added: 165] communities located in 21 markets, consisting of [removed: 53,229] [added: 54,999] completed apartment homes, which are held directly or through our subsidiaries, including the Operating Partnership and the DownREIT Partnership, and consolidated joint ventures.

In addition, we have an ownership interest in [removed: 6,570] [added: 9,099] completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including [removed: 3,733] [added: 6,262] apartment homes owned by entities in which we hold preferred equity investments.

At December 31, [removed: 2021,] [added: 2022,] the Company was developing [removed: five] [added: three] wholly-owned communities totaling [removed: 1,417] [added: 715] homes, [removed: none] of which [added: 161] have been completed.

In [removed: 2021,] [added: 2022,] we declared total distributions of [removed: $1.45] [added: $1.52] per common share and paid dividends of [removed: $1.4475] [added: $1.5025] per common share.

| First Quarter | ​ | $ | [removed: 0.3625] [added: 0.3800] | ​ | $ | [removed: 0.3600] [added: 0.3625] |

| Second Quarter | ​ | | [removed: 0.3625] [added: 0.3800] | ​ | | [removed: 0.3625] [added: 0.3800] |

| Third Quarter | ​ | | [removed: 0.3625] [added: 0.3800] | ​ | | [removed: 0.3625] [added: 0.3800] |

| Fourth Quarter | ​ | | [removed: 0.3625] [added: 0.3800] | ​ | | [removed: 0.3625] [added: 0.3800] |

As of December 31, [removed: 2021,] [added: 2022,] there were 186.1 million units in the Operating Partnership (“OP Units”) outstanding, of which [removed: 176.2] [added: 176.3] million OP Units (including 0.1 million of general partnership units), or 94.7%, were owned by UDR and [removed: 9.9] [added: 9.8] million OP Units, or 5.3%, were owned by outside limited partners.

As of December 31, [removed: 2021,] [added: 2022,] there were 32.4 million units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which [removed: 20.6] [added: 21.1] million, or [removed: 63.6%,] [added: 65.1%,] were owned by UDR and its subsidiaries and [removed: 11.8] [added: 11.3] million, or [removed: 36.4%,] [added: 34.9%,] were owned by outside limited partners.

As of February [removed: 11, 2022,] [added: 8, 2023,] we had [removed: 1,219] [added: 1,317] full-time associates and [removed: 10] [added: 9] part-time associates, all of whom were employed by UDR.

Of such number [removed: 815] [added: 916] associates are employed in roles that are located at or that are solely related to our communities and the remainder are employed in corporate roles.

In addition, we evaluate gender- and diversity-based job-title-specific compensation metrics quarterly to actively monitor pay equity, identify areas for improvement and as part of the Company’s [removed: on-going Next Generation Platform implementation.][added: evolving long-term Environmental, Social, and Governance (“ESG”) and People Strategy.]

In addition to training designed to address regulatory and statutory matters (e.g., harassment, cybersecurity, fair housing, etc.), associates have the option of participating in management development through our Certified Manager and [removed: Career Mobility Programs.][added: the Level Up!]

In aggregate, our associates engaged in [removed: 24,422] [added: 16,267] hours of training in [removed: 2021,] [added: 2022,] or an average of [removed: 20] [added: 13] hours per associate.

As of our [removed: 2021 year end] [added: 2022 year-end] measurement, [removed: 91%] [added: 97%] of associates completed annual technology IT security training, [removed: 99%] [added: 98%] of associates completed fair housing training, [removed: 96%] [added: 98%] of associates completed annual harassment training, [removed: 97%] [added: 98%] of associates completed diversity and inclusion training, and [removed: 95%] [added: 98%] of associates completed our annual business ethics training.

As of December 31, [removed: 2021,] [added: 2022,] our total workforce is [removed: 59%] [added: 60%] male and [removed: 41%] [added: 40%] female.

The ethnicity of our workforce is [removed: 56%] [added: 55%] White, 26% Hispanic/Latino, [removed: 10%] [added: 12%] Black, [removed: 3%] [added: 2%] Asian and 5% Other.

As of December 31, [removed: 2021,] [added: 2022,] our management team (associates with the title of community director or director and higher job classifications) is [removed: 53%] [added: 57%] male and [removed: 47%] [added: 43%] female.

The ethnicity of our management team is [removed: 80%] [added: 61%] White and [removed: 20%] [added: 39%] non-White.

Over the three-year period ending December 31, [removed: 2021, 642] [added: 2022, 582] associates were promoted.

Of the associates that were promoted to the positions of community director, director, or a higher job classification during the period, [removed: 51%] [added: 59%] were female and [removed: 22%] [added: 33%] were non-White.

In [removed: 2019,] [added: 2022,] UDR provided [removed: 2,558] [added: 1,072] hours of paid time off for our associates to be used for volunteer work with more than [removed: 25] [added: 20+] local organizations that make a difference in the communities in which we operate.

UDR provides paid time off during specified, Company-wide volunteer days in [removed: 2019] [added: 2022] and our associates responded with a [removed: 25%] [added: 179%] year-over-year increase in volunteer hours.

While the COVID-19 pandemic negatively affected the program in 2020, we were able to re-implement it on a limited basis in [removed: 2021.][added: 2021 and fully re-implement it in 2022.]

[removed: _COVID-19 and Employee Safety, Health] [added: _Employee Health, Wellness] and [removed: Wellness_][added: Safety_]

[removed: In response, we] [added: We have] developed a number of integrated [removed: policies and] programs [removed: since the beginning of the pandemic] to help ensure the [removed: safety] [added: health, wellness] and [removed: well-being] [added: safety] of our [removed: associates:][added: associates.]

We also provide all associates with the opportunity to participate in a wide set of [added: other] employee benefits, including health, dental and vision insurance coverage.

Our S_ame-Store Communities_ segment represents those communities acquired, developed, and stabilized prior to January 1, [removed: 2020,] [added: 2021,] and held as of December 31, [removed: 2021.][added: 2022.]

[removed: For additional information regarding our] operating segments, see Note 16, _Reportable Segments_, in the Notes to the UDR Consolidated Financial Statements included in this Report.

[added: | |] ● [added: |] In July [removed: 2021,] [added: 2022,] the Company marked its [removed: 49th] [added: 50th] year as a REIT and, in [removed: November 2021,] [added: October 2022,] paid its [removed: 196th] [added: 200th] consecutive quarterly dividend. [added: The Company’s annualized declared 2022 dividend of $1.52 represented a 4.8% increase over the previous year. |]

| | ● | Net income attributable to common stockholders was [removed: $145.8] [added: $82.5] million as compared to [removed: $60.0] [added: $145.8] million in the prior year. The [removed: increase] [added: decrease] was primarily driven by [removed: higher total net operating income (“NOI”), higher] [added: lower] gains from dispositions of real estate, higher [added: depreciation expense due to communities acquired in 2022 and 2021, and lower] investment income from unconsolidated entities primarily due to unrealized [removed: gains] [added: losses] from SmartRent, Inc. (“SmartRent”), a portfolio investment of an unconsolidated fund, [removed: becoming a public company,] [added: and] lower interest [added: income and other income/(expense) primarily due to unrealized losses from our direct investment in SmartRent, partially offset by higher total net operating income (“NOI”) and lower interest] expense primarily due to lower debt extinguishment [removed: costs and lower interest rates] [added: costs,] partially offset by higher [removed: debt balances.] [added: interest rates.] |

| | ● | Total revenues increased [removed: 4.0%] [added: 17.6%] over the prior year primarily due to [added: overall market rent growth and] communities acquired during [removed: 2021 and 2020] [added: 2022] and [removed: overall rent growth.] [added: 2021.] |

| | ● | We achieved Same-Store revenue growth of [removed: 1.5%] [added: 11.1%] and Same-Store NOI growth of [removed: 0.5%.] [added: 13.5%.] |

[added: | |] ● [added: |] We commenced the development of [removed: one community] [added: two communities] located in Addison, Texas, [added: and Tampa, Florida,] with a total of [removed: 405] [added: 415] apartment homes. [added: |]

[added: | |] ● [added: |] We recognized [removed: gains] [added: a gain] of [removed: $136.1] [added: $25.5] million from the sale of [removed: two] [added: one] operating [removed: communities] [added: community] located in [removed: Anaheim,] [added: Orange County,] California. [added: |]

[added: | |] ● [added: |] We contributed [removed: $64.6] [added: $129.8] million to three [added: new] investments under our Developer Capital Program, which earn preferred returns ranging between [removed: 9.0%] [added: 8.0%] and [removed: 9.7%.][added: 8.25%. |]

[added: | |] ● [added: |] We settled [removed: 19.5] [added: 11.4] million shares [added: of common stock] under forward sales agreements as part of our ATM [removed: programs] [added: program] and previously announced forward sales agreements for net proceeds of approximately [removed: $899.1] [added: $629.6] million. [added: |]

We have published our [removed: 2021 Annual Corporate Responsibility] [added: 2022 ESG] Report on our website, which discloses our environmental and social programs and performance.

The report’s [removed: Environmental, Social, and Governance (ESG)] [added: ESG] disclosures [removed: were] [added: were, to the extent applicable,] prepared in accordance with the Global Reporting Initiative (GRI) Standards (core), the Sustainability Accounting Standards Board (SASB) standards, and the Task Force for Climate-related Financial Disclosure (TCFD) framework.

| ​ | ​ | 2022 | | ​ | 2022 | |

| Total | ​ | $ | 1.5200 | ​ | $ | 1.5025 |

In 2022, we implemented the CompAnalyst Enterprise solution, a compensation tool that assists us in identifying any changes in market pay and pay equity gaps, and helps us assess potential flight risks.

Implementing this tool should help the Company in retaining quality associates and forecasting budgets.

Results of this analysis will be incorporated into our annual communication to executive leadership and the Board of Directors.

Career Mobility Programs.

The health, wellness, and safety of our associates is of utmost importance to UDR to maintain our inclusive culture and ensure our associates are engaged.

We publish a monthly Wellness Newsletter for our associates as part of our UDR Wellness Initiative.

The Wellness Newsletters cover multiple topics, including preventative care, fitness and heart health, managing anxiety, mental health, fatigue, healthy eating habits, and provide an avenue for associates to access the CDC’s updates and recommendations related to COVID-19 and other illnesses.

The program was enhanced in 2022 to provide access to three additional free confidential visits (six total) with a counselor.

In early 2022, associates were invited to participate in a third-party benefits survey.

This survey yielded that 72% of associates who responded believe that UDR offers benefits that meet their needs.

Utilizing feedback from this survey, as well as additional sources, including our most recent associate engagement survey, UDR introduced the Lifestyle Spending Account and Roth 401(k) retirement plan in 2022.

The Lifestyle Spending Account was established for all full-time UDR associates, totals $1,000 per associate annually, and provides our associates with the flexibility to choose among a list of health, wellness, and lifestyle categories to which to apply the $1,000, including mental, physical, financial, or emotional health, family support, professional development, student loan repayment and more.

Starting in the fall of 2022, we also introduced a Roth 401(k) plan that is available to all UDR associates.

By adding this benefit option, our associates have the choice to invest their money for retirement on a pre- or post-tax basis.

For additional information regarding our

2022 Highlights

| | ● | We acquired three to-be-developed parcels of land located in Fort Lauderdale, Florida, Riverside, California, and Dallas, Texas, for approximately $135.2 million. |

| | ● | We acquired one operating community in Danvers, Massachusetts for approximately $207.5 million. |

| | ● | We committed to invest $60.0 million in real estate technology investments, of which $16.4 million was funded. |

| | ● | Our preferred investment in one Developer Capital Program investment was fully repaid for approximately $73.0 million, net of associated costs, in connection with the sale of the operating community. |

| | ● | We entered into two secured mezzanine loans, both of which have an 11.0% interest rate, with unaffiliated third party developers of apartment home communities under construction, with a total aggregate commitment of $84.1 million, of which $23.1 million was funded during 2022. |

| | ● | We amended our Revolving Credit Facility, Term Loan, and Working Capital Credit Facility to change the interest rate benchmark from LIBOR to SOFR. |

| | ● | We repurchased 1.2 million shares of common stock for approximately $49.0 million. |

_ESG Report_

| | ● | our climate assessments for the market and sub-market in which the property is located; |

As of December 31, 2022, the Company had no communities at which it was conducting substantial redevelopment activities.

Advancing a Strong Corporate Culture and Ensuring High Resident Satisfaction

Refer to _Human Capital Management_ section above_,_ for further information on the Company’s corporate culture.

At December 31, 2022, the Company was developing three wholly-owned communities located in Washington, D.C., Addison, Texas, and Tampa, Florida, totaling 715 homes, of which 161 have been completed, with a budget of $332.5 million, in which we have an investment of $190.1 million.

The communities are estimated to be completed between the first quarter of 2023 and the second quarter of 2024.

At December 31, 2022, the Company had no communities at which it was conducting substantial redevelopment activities.

The decrease was primarily driven by lower gains from dispositions of real estate, higher depreciation expense due to communities acquired in 2022 and 2021, lower investment income from unconsolidated entities primarily due to

We believe that through professional

The U.S. economy is currently experiencing high rates of inflation, which has increased our operating expenses due to higher third party vendor costs and increased our interest expense due to higher interest rates on our variable rate debt.

Although the short-term nature of our apartment leases generally enables us to compensate for inflationary effects by increasing rents on our apartment homes, an extreme or sustained escalation in costs could have a negative impact on our residents and their ability to absorb rent increases.

| | ● | we may experience supply chain constraints, which could result in increased development costs or delay initial occupancy dates for all or a portion of a development community; |

Further, volatility in the financial markets and economic weakness could affect the counterparties’ ability to complete transactions with us as intended.

Either circumstance could result in disruptions to our operations that may adversely affect our financial condition and results of operations.

| ​ | ​ | 2021 | | ​ | 2021 | |

| Total | ​ | $ | 1.4500 | ​ | $ | 1.4475 |

The safety, health and wellness of our associates is a top priority for our associates.

The COVID-19 pandemic provided unique challenges to the Company.

| | • | Personal Protective Equipment |

| | • | Additional time off for COVID-related matters |

| | • | One-time bonuses |

| | • | Flexible work schedules |

| | • | Work-from-home options |

| | • | Vacation buy-out programs |

| | • | Mental wellness programs |

These policies and programs have continued to evolve as the landscape has changed during the pandemic.

In addition, in connection with on-going efforts with respect to associate health and well-being in 2020, we distributed to all associates a brochure setting forth the mental health programs that our associates may access.

2021 Highlights

The Company’s annualized declared 2021 dividend of $1.45 represented a 0.7% increase over the previous year.

● We acquired a to-be-developed parcel of land located in Tampa, Florida, for approximately $6.6 million.

● We previously had a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million.

The note was secured by a parcel of land and related land improvements located in Alameda, California.

The developer defaulted on the loan, and as a result of the default, we took title to the property pursuant to a deed in lieu of foreclosure.

● We acquired or increased our ownership interest in twelve operating communities with a total of 5,426 apartment homes located in markets within which we already operate for a combined purchase price of approximately $1.5 billion.

| | ● | We assumed three fixed rate mortgage notes payable with an aggregate outstanding balance of $183.3 million and a fair value of $201.3 million in connection with the acquisition of three operating properties, which carry a weighted average interest rate of 3.93%. |

| | ● | We entered into an amended and restated credit agreement, which increased our maximum aggregate borrowing capacity on our unsecured revolving credit facility to $1.3 billion from $1.1 billion, extended the maturity date to January 31, 2026, with two six-month extensions, and lowered the margin range for the interest rate. The amended agreement also extended the maturity date of our $350.0 million unsecured term loan to January 31, 2027 and lowered the margin range for the interest rate. |

● We amended our Working Capital Credit Facility to extend the maturity date from January 14, 2022 to January 12, 2024 and lowered the margin range for the interest rate.

● We issued $300.0 million of 2.10% senior unsecured medium-term notes due June 15, 2033.

The proceeds were used to redeem all of our $300.0 million 4.00% senior unsecured medium-term notes due October 2025.

● We issued an additional $200.0 million of our 3.00% medium-term notes due 2031.

This was a further issuance of and forms a single series with the $400.0 million aggregate principal amount of our 2031 Notes that were issued in August 2019.

The notes were priced at 106.388% of the principal amount to yield 2.259%.

_Corporate Responsibility Report_

COVID-19 Update

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19.

The pandemic led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place or similar orders.

While many of such measures have been lifted, they may be reinstated or other measures imposed.

Further, while vaccines have been developed and are being administered, it is unclear when or if vaccines may allow a return to full pre-pandemic activity levels.

While operations have been allowed to fully or partially re-open, no assurance can be given that closures or restrictions will not be reinstated or new measures imposed in the future.

Our headquarters, all of our properties and our

corporate offices are located in areas that have been subject to shelter-in-place orders and restrictions on the types of businesses that may continue to operate or the manner in which they may operate, for example restrictions on capacity.

These orders and restrictions and other impacts of the COVID-19 pandemic have adversely affected, and could continue to adversely affect, the ability of our residents and retail and commercial tenants to pay their rent.

It is still uncertain how various legislation or orders adopted by the federal government and state and local governments, or those that may be modified or enacted in the future, may continue to impact the ability of our residents and retail and commercial tenants to pay their rent.

The governmental actions intended to prevent the spread of COVID-19 also caused us to reduce staffing at certain of our locations, and have impacted, and may continue to impact, our ability to conduct our business in the ordinary course.

For the fiscal year ended December [removed: 31, 2021][added: 31, 2022]

The aggregate market value of the shares of common stock of UDR, Inc. held by non-affiliates on June 30, [removed: 2021] [added: 2022] was approximately [removed: $9.5] [added: $6.0] billion.

As of February [removed: 11, 2022,] [added: 8, 2023,] there were [removed: 318,264,646] [added: 329,165,608] shares of UDR, Inc.’s common stock outstanding.

The information required by Part III of this Report, to the extent not set forth herein, is incorporated by reference from UDR, Inc.’s definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

| [Item 1A. Risk Factors](#Item1ARISKFACTORS_636215) | [removed: 15] [added: 14] |

| [Item 1B. Unresolved Staff Comments](#Item1BUNRESOLVEDSTAFFCOMMENTS_896565) | [removed: 32] [added: 30] |

| [Item 2. Properties](#Item2PROPERTIES_95714) | [removed: 32] [added: 31] |

| [Item 3. Legal Proceedings](#Item3LEGALPROCEEDINGS_348868) | [removed: 32] [added: 31] |

| [Item 4. Mine Safety Disclosures](#Item4MINESAFETYDISCLOSURES_885915) | [removed: 33] [added: 31] |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MARKETFORREGISTRANTSCOMMONEQUITY_10) | [removed: 34] [added: 32] |

| [Item 6. \[Reserved\]](#Item6SELECTEDFINANCIALDATA_894695) | [removed: 36] [added: 34] |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 37] [added: 35] |

| [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](#Item7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 58] [added: 55] |

| [Item 8. Financial Statements and Supplementary Data](#Item8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [removed: 58] [added: 55] |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 58] [added: 55] |

| [Item 9A. Controls and Procedures](#Item9ACONTROLSANDPROCEDURES_165525) | [removed: 58] [added: 55] |

| [Item 9B. Other Information](#Item9BOTHERINFORMATION_382828) | [removed: 59] [added: 56] |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDISCLOSUREREGARDING) | [removed: 59] [added: 56] |

| [Item 10. Directors, Executive Officers and Corporate Governance](#Item10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 60] [added: 57] |

| [Item 11. Executive Compensation](#Item11EXECUTIVECOMPENSATION_1191) | [removed: 60] [added: 57] |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 60] [added: 57] |

| [Item 13. Certain Relationships and Related Transactions, and Director Independence](#Item13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 60] [added: 57] |

| [Item 14. Principal Accountant Fees and Services](#Item14PRINCIPALACCOUNTANTFEESANDSERVICES) | [removed: 60] [added: 57] |

| [Item 15. Exhibits, Financial Statement Schedules](#Item15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [removed: 61] [added: 58] |

| [Item 16. Form 10-K Summary](#Item16FORM10KSUMMARY_948218) | [removed: 69] [added: 66] |

[added: | |] ● [added: |] general market and economic conditions; [added: |]

[added: | |] ● [added: |] unfavorable changes in apartment market and economic conditions that could adversely affect occupancy levels and rental rates, including as a result of COVID-19; [added: |]

[added: | |] ● [added: |] the failure of [removed: acquisitions] [added: acquisitions, developments or redevelopments] to achieve anticipated results; [added: |]

[added: | |] ● [added: |] possible difficulty in selling apartment communities; [added: |]

[added: | |] ● [added: |] competitive factors that may limit our ability to lease apartment homes or increase or maintain rents; [added: |]

[added: | |] ● [added: |] insufficient cash flow that could affect our debt financing and create refinancing risk; [added: |]

[added: | |] ● [added: |] failure to generate sufficient revenue, which could impair our debt service payments and distributions to stockholders; [added: |]

[added: | |] ● [added: |] development and construction risks that may impact our profitability; [added: |]

[added: | |] ● [added: |] potential damage from natural disasters, including hurricanes and other weather-related events, which could result in substantial costs to us; [added: |]

[added: | |] ● [added: |] risks from climate change that impacts our properties or operations; [added: |]

[added: | |] ● [added: |] risks from extraordinary losses for which we may not have insurance or adequate reserves; [added: |]

[added: | |] ● [added: |] risks from cybersecurity breaches of our information technology systems and the information technology systems of our third party vendors and other third parties; [added: |]

[added: | |] ● [added: |] uninsured losses due to insurance deductibles, self-insurance retention, uninsured claims or casualties, or losses in excess of applicable coverage; [added: |]

[added: | |] ● [added: |] delays in completing developments and lease-ups on [removed: schedule;][added: schedule or at expected rent and occupancy levels; |]

[added: | |] ● [added: |] our failure to succeed in new markets; [added: |]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | ● | the impact of inflation/deflation; |

| | ● | the availability of capital and the stability of the capital markets; |

| | ● | changes in job growth, home affordability and the demand/supply ratio for multifamily housing; |

| | ● | the failure of automation or technology to help grow net operating income; |

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Yes ☒ No ◻

Such factors include, among other things, the impact of the COVID-19 pandemic and measures intended to prevent its spread or address its effects, unfavorable changes in the apartment market, changing economic conditions, the impact of inflation/deflation on rental rates and property operating expenses, expectations concerning the availability of capital and the stability of the capital markets, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing developments and redevelopments, delays in completing lease-ups on schedule or at expected rent and occupancy levels, expectations on job growth, home affordability and demand/supply ratio for multifamily housing, expectations concerning development and redevelopment activities, expectations on occupancy levels and rental rates, expectations concerning joint ventures and partnerships with third parties, expectations that automation will help grow net operating income, and expectations on annualized net operating income.

● the impact of the COVID-19 pandemic and measures intended to prevent its spread or address its effects;

At December 31, [removed: 2021,] [added: 2022,] our consolidated apartment portfolio included [removed: 160] [added: 165] communities located in 21 markets, with a total of [removed: 53,229] [added: 54,999] completed apartment homes.

The table below set forth a summary of real estate portfolio by geographic market of the Company at December 31, [removed: 2021.][added: 2022.]

SUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, [removed: 2021][added: 2022]

| | (a) | As of December 31, [removed: 2021,] [added: 2022,] the Company was developing [removed: five] [added: three] wholly owned communities with a total of [removed: 1,417] [added: 715] apartment homes, [removed: none] of which [added: 161] have been completed. |

| Orange County, CA | | 9 | | 4,595 | | 9.2 | % | $ | 1,440,030 | ​ | $ | — | ​ | $ | 313,391 | | 96.9 | % | 860 |

| San Francisco, CA | | 13 | | 3,135 | | 7.2 | % | | 1,128,299 | ​ | | 27,000 | ​ | | 359,904 | | 90.6 | % | 847 |

| Seattle, WA | | 15 | | 2,985 | | 7.4 | % | | 1,146,389 | ​ | | — | ​ | | 384,050 | | 97.3 | % | 869 |

| Los Angeles, CA | | 4 | | 1,225 | | 3.0 | % | | 472,430 | ​ | | — | ​ | | 385,657 | | 96.6 | % | 967 |

| Monterey Peninsula, CA | | 7 | | 1,567 | | 1.2 | % | | 192,299 | ​ | | — | ​ | | 122,718 | | 96.2 | % | 728 |

| Other Southern California | | 3 | | 821 | | 1.4 | % | | 221,093 | ​ | | — | ​ | | 269,297 | | 97.2 | % | 1,012 |

| Portland, OR | | 3 | | 752 | | 0.8 | % | | 122,856 | ​ | | — | ​ | | 163,372 | | 97.6 | % | 903 |

| Metropolitan D.C. | | 25 | | 9,393 | | 17.1 | % | | 2,650,010 | ​ | | 288,530 | ​ | | 282,126 | | 97.1 | % | 925 |

| Baltimore, MD | | 7 | | 2,219 | | 3.5 | % | | 541,169 | ​ | | 58,600 | ​ | | 243,880 | | 96.3 | % | 963 |

| Richmond, VA | | 4 | | 1,359 | | 1.0 | % | | 160,265 | ​ | | — | ​ | | 117,929 | | 97.5 | % | 1,017 |

| Boston, MA | | 13 | | 5,031 | | 13.0 | % | | 2,002,253 | ​ | | 323,350 | ​ | | 397,983 | | 96.7 | % | 996 |

| New York, NY | | 6 | | 2,318 | | 10.1 | % | | 1,569,928 | ​ | | — | ​ | | 677,277 | | 97.8 | % | 754 |

| Philadelphia, PA | ​ | 4 | ​ | 1,172 | ​ | 2.8 | % | ​ | 435,330 | ​ | ​ | — | ​ | ​ | 371,442 | ​ | 88.7 | % | 949 |

| Tampa, FL | | 11 | | 3,877 | | 4.2 | % | | 652,802 | ​ | | — | ​ | | 168,378 | | 96.8 | % | 995 |

| Orlando, FL | | 11 | | 3,493 | | 3.5 | % | | 540,609 | ​ | | — | ​ | | 154,769 | | 96.4 | % | 972 |

| Nashville, TN | | 8 | | 2,260 | | 1.5 | % | | 234,298 | ​ | | — | ​ | | 103,672 | | 97.4 | % | 933 |

| Other Florida | | 1 | | 636 | | 0.6 | % | | 93,792 | ​ | | — | ​ | | 147,472 | | 97.0 | % | 1,130 |

| Dallas, TX | | 15 | | 6,218 | | 6.6 | % | | 1,032,325 | ​ | | 335,143 | ​ | | 166,022 | | 93.4 | % | 837 |

| Austin, TX | | 4 | | 1,272 | | 1.2 | % | | 181,477 | ​ | | — | ​ | | 142,671 | | 97.7 | % | 913 |

| Denver, CO | | 2 | | 510 | | 1.6 | % | | 248,223 | ​ | | — | ​ | | 486,712 | | 60.5 | % | 861 |

| Total Operating Communities | | 165 | | 54,838 | | 96.9 | % | | 15,065,877 | ​ | | 1,032,623 | ​ | $ | 274,734 | | 95.7 | % | 912 |

| Real Estate Under Development (a) | | — | | 161 | | 1.2 | % | | 190,105 | ​ | | — | ​ | | | | | | |

| Land | | — | | — | | 1.3 | % | | 206,018 | ​ | | — | ​ | | | | | | |

| Held for Disposition | | — | | — | | 0.0 | % | | 14,039 | ​ | | — | ​ | | | | | | |

| Other | | — | | — | | 0.6 | % | | 94,033 | ​ | | 19,658 | ​ | | | | | | |

| Total Real Estate Owned | | 165 | | 54,999 | | 100.0 | % | $ | 15,570,072 | ​ | $ | 1,052,281 | ​ | | | | | | |

| Orange County, CA | | 10 | | 4,685 | | 9.8 | % | $ | 1,441,597 | ​ | $ | — | ​ | $ | 307,705 | | 97.5 | % | 862 |

| San Francisco, CA | | 11 | | 2,751 | | 6.1 | % | | 898,625 | ​ | | 27,000 | ​ | | 326,654 | | 95.3 | % | 841 |

| Seattle, WA | | 15 | | 2,984 | | 7.7 | % | | 1,133,479 | ​ | | — | ​ | | 379,852 | | 95.9 | % | 872 |

| Monterey Peninsula, CA | | 7 | | 1,565 | | 1.3 | % | | 188,913 | ​ | | — | ​ | | 120,711 | | 97.0 | % | 729 |

| Los Angeles, CA | | 4 | | 1,225 | | 3.2 | % | | 467,815 | ​ | | — | ​ | | 381,890 | | 96.0 | % | 967 |

| Other Southern California | | 3 | | 817 | | 1.5 | % | | 216,562 | ​ | | — | ​ | | 265,070 | | 98.2 | % | 1,021 |

| Portland, OR | | 3 | | 752 | | 0.8 | % | | 121,565 | ​ | | — | ​ | | 161,656 | | 97.5 | % | 903 |

| Metropolitan D.C. | | 25 | | 9,415 | | 17.7 | % | | 2,623,356 | ​ | | 288,530 | ​ | | 278,636 | | 96.7 | % | 927 |

| Baltimore, MD | | 7 | | 2,219 | | 3.5 | % | | 522,492 | ​ | | 58,600 | ​ | | 235,463 | | 97.0 | % | 963 |

| Richmond, VA | | 4 | | 1,359 | | 1.1 | % | | 156,904 | ​ | | — | ​ | | 115,455 | | 98.2 | % | 1,017 |

| Boston, MA | | 12 | | 4,598 | | 12.0 | % | | 1,775,080 | ​ | | 323,350 | ​ | | 386,055 | | 96.5 | % | 982 |

| New York, NY | | 6 | | 2,318 | | 10.6 | % | | 1,557,443 | ​ | | — | ​ | | 671,891 | | 96.6 | % | 754 |

| Philadelphia, PA | ​ | 3 | ​ | 972 | ​ | 2.5 | % | ​ | 366,351 | ​ | ​ | — | ​ | ​ | 376,904 | ​ | 95.8 | % | 955 |

| Tampa, FL | | 11 | | 3,877 | | 4.3 | % | | 640,550 | ​ | | — | ​ | | 165,218 | | 97.4 | % | 995 |

| Orlando, FL | | 11 | | 3,493 | | 3.6 | % | | 524,739 | ​ | | — | ​ | | 150,226 | | 97.0 | % | 972 |

| Nashville, TN | | 8 | | 2,260 | | 1.6 | % | | 229,633 | ​ | | — | ​ | | 101,608 | | 97.9 | % | 933 |

| Other Florida | | 1 | | 636 | | 0.6 | % | | 92,007 | ​ | | — | ​ | | 144,665 | | 97.9 | % | 1,130 |

| Dallas, TX | | 14 | | 5,813 | | 6.3 | % | | 927,960 | ​ | | 336,283 | ​ | | 159,635 | | 96.2 | % | 841 |

| Austin, TX | | 4 | | 1,272 | | 1.2 | % | | 174,084 | ​ | | — | ​ | | 136,858 | | 98.1 | % | 913 |

| Denver, CO | | 1 | | 218 | | 1.0 | % | | 145,495 | ​ | | — | ​ | | 667,408 | | 95.6 | % | 955 |

| Total Operating Communities | | 160 | | 53,229 | | 96.4 | % | | 14,204,650 | ​ | | 1,033,763 | ​ | $ | 266,859 | | 96.8 | % | 913 |

| Real Estate Under Development (a) | | — | | — | | 2.6 | % | | 388,569 | ​ | | — | ​ | | | | | | |

| Land | | — | | — | | 0.6 | % | | 82,217 | ​ | | — | ​ | | | | | | |

| Other | | — | | — | | 0.4 | % | | 65,367 | ​ | | 23,617 | ​ | | | | | | |

| Total Real Estate Owned | | 160 | | 53,229 | | 100.0 | % | $ | 14,740,803 | ​ | $ | 1,057,380 | ​ | | | | | | |

On February [removed: 11, 2022,] [added: 8, 2023,] there were [removed: 2,932] [added: 2,801] holders of record of the [removed: 318,264,646] [added: 329,165,608] outstanding shares of our common stock.

We have determined that, for federal income tax purposes, approximately [removed: 68%] [added: 89%] of the distributions for [removed: 2021 represented ordinary income, 3%] [added: 2022] represented [removed: qualified] ordinary income, [removed: 24%] [added: 10%] represented long-term capital gain and [removed: 5%] [added: 1%] represented unrecaptured section 1250 gain.

Distributions declared on the Series E for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] were [removed: $1.5700] [added: $1.6456] per share, or [removed: $0.3925] [added: $0.4114] per quarter, and [removed: $1.5592] [added: $1.5700] per share, or [removed: $0.3898] [added: $0.3925] per quarter, respectively.

At December 31, [removed: 2021,] [added: 2022,] a total of 2.7 million shares of the Series E were outstanding.

As of December 31, [removed: 2021,] [added: 2022,] a total of [removed: 12.6] [added: 12.1] million shares of the Series F were outstanding.

As of February [removed: 11, 2022,] [added: 8, 2023,] there were approximately [removed: 1,883] [added: 1,857] participants in the plan.

During the three months ended December 31, [removed: 2021,] [added: 2022,] we did not issue any shares of our common stock upon redemption of OP Units in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

In [removed: February 2006,] [added: January 2008,] UDR’s Board of Directors authorized a [removed: 10] [added: 15] million share repurchase program.

Under the [removed: two] share repurchase [removed: programs,] [added: program,] UDR may repurchase shares of our common stock in open market purchases, block purchases, privately negotiated transactions or otherwise.

The following table summarizes all of UDR’s repurchases of shares of common stock under [removed: these programs] [added: this program] during the quarter ended December 31, [removed: 2021] [added: 2022] (_shares in thousands_):

| ​ | Shares | ​ | Price Paid | | ​ | Announced [removed: Plans] [added: Plan] | ​ | Under the [removed: Plans] [added: Plan] |

| Period | Purchased | ​ | per Share | | ​ | or [removed: Programs] [added: Program] | ​ | or [removed: Programs] [added: Program] (a) |

| (a) | This number reflects the [removed: amount] [added: number] of shares that were available for purchase under our [removed: 10 million share repurchase program authorized in February 2006 and our] 15 million share repurchase program authorized in January 2008. |

The graph assumes that $100 was invested on December 31, [removed: 2016,] [added: 2017,] in each of our common stock and the indices presented.

[removed: Description automatically generated](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231x10k003.jpg)][added: ]

| Index | | [removed: 12/31/2016 | |] 12/31/2017 | | 12/31/2018 | | 12/31/2019 | | 12/31/2020 | | 12/31/2021 | [added: | 12/31/2022 |]

| Beginning Balance | 1,523 | ​ | $ | 35.33 | | 1,523 | | 13,477 |

| October 1, 2022 through October 31, 2022 | 827 | ​ | | 40.96 | | 827 | | 12,650 |

| November 1, 2022 through November 30, 2022 | — | ​ | | — | | — | | 12,650 |

| December 1, 2022 through December 31, 2022 | — | ​ | | — | | — | | 12,650 |

| Balance as of December 31, 2022 | 2,350 | ​ | $ | 37.31 | | 2,350 | | 12,650 |

| UDR, Inc. | | 100.00 | | 106.40 | | 129.26 | | 110.47 | | 177.98 | | 118.47 |

| FTSE Nareit Equity Apartment Index | | 100.00 | | 103.70 | | 130.99 | | 110.89 | | 181.44 | | 123.47 |

| MSCI U.S. REIT Index | | 100.00 | | 95.43 | | 120.09 | | 110.99 | | 158.79 | | 119.87 |

| S&P 500 Index | | 100.00 | | 95.62 | | 125.72 | | 148.85 | | 191.58 | | 156.88 |

| FTSE Nareit Equity REITs Index | | 100.00 | | 95.38 | | 120.17 | | 110.56 | | 158.36 | | 119.77 |

In January 2008, UDR’s Board of Directors authorized a new 15 million share repurchase program.

| Beginning Balance | 11,158 | ​ | $ | 23.75 | | 11,158 | | 14,439 |

| October 1, 2021 through October 31, 2021 | — | ​ | | — | | — | | 14,439 |

| November 1, 2021 through November 30, 2021 | — | ​ | | — | | — | | 14,439 |

| December 1, 2021 through December 31, 2021 | — | ​ | | — | | — | | 14,439 |

| Balance as of December 31, 2021 | 11,158 | ​ | $ | 23.75 | | 11,158 | | 14,439 |

![Chart, line chart

| UDR, Inc. | | 100.00 | | 109.11 | | 116.09 | | 141.03 | | 120.52 | | 194.19 |

| FTSE Nareit Equity Apartment Index | | 100.00 | | 103.72 | | 107.56 | | 135.87 | | 115.02 | | 188.19 |

| MSCI U.S. REIT Index | | 100.00 | | 105.07 | | 100.27 | | 126.18 | | 116.62 | | 166.84 |

| S&P 500 Index | | 100.00 | | 121.83 | | 116.49 | | 153.17 | | 181.35 | | 233.41 |

| FTSE Nareit Equity REIT Index | | 100.00 | | 105.23 | | 100.36 | | 126.45 | | 116.34 | | 166.64 |

| | ● | the failure of [removed: acquisitions] [added: acquisitions, developments or redevelopments] to achieve anticipated results; |

| | ● | delays in completing developments and lease-ups on [removed: schedule;] [added: schedule or at expected rent and occupancy levels;] |

The following discussion should be read in conjunction with our consolidated financial statements appearing elsewhere herein and is based primarily on our consolidated financial statements for the years ended December 31, [removed: 2021,] [added: 2022,] and [removed: 2020.][added: 2021.]

This section of this Form 10-K generally discusses [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] of UDR, Inc. Discussions of [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020.][added: 2021.]

We are a self-administered real estate investment trust, or REIT, that owns, operates, acquires, renovates, develops, redevelops, disposes of, and manages multifamily apartment [removed: communities.][added: communities in targeted markets located in the United States.]

At December 31, [removed: 2021,] [added: 2022,] our consolidated real estate portfolio included [removed: 160] [added: 165] communities in 13 states plus the District of Columbia totaling [removed: 53,229] [added: 54,999] apartment homes.

In addition, we have an ownership interest in [removed: 6,570] [added: 9,099] completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including [removed: 3,733] [added: 6,262] apartment homes owned by entities in which we hold preferred equity investments.

The _Same-Store Community_ apartment home population for the year ended December 31, [removed: 2021,] [added: 2022,] was [removed: 45,143.][added: 47,360.]

A critical accounting policy is one that is both important to our financial condition and [removed: results of operations as well as involves some degree of uncertainty.]

The costs capitalized are reported on the Consolidated Balance Sheets as _Total real estate owned, net of accumulated depreciation._ Amounts capitalized during the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] were [removed: $21.0] [added: $31.3] million, [removed: $19.0] [added: $21.0] million, and [removed: $13.5] [added: $19.0] million, respectively.

If such indicators of impairment are present and the carrying value exceeds the undiscounted cash flows of the community, an [removed: impairment loss is recognized equal to the excess of the carrying amount of the asset over its estimated fair value.]

Based on the net earnings reported for the year ended December 31, [removed: 2021] [added: 2022] in our Consolidated Statements of Operations, we would have incurred federal and state GAAP income taxes if we had failed to qualify as a REIT.

The following table summarizes our market information by major geographic markets as of and for the year ended December 31, [removed: 2021:][added: 2022:]

| ​ | ​ | ​ | ​ | December 31, [removed: 2021] [added: 2022] | | | | | | ​ | Year Ended December 31, [removed: 2021] [added: 2022] | | | | | | |

| Total Accumulated Depreciation | | | | | | | ​ | | [removed: (5,137,096)] [added: (5,762,501)] | | | ​ | | | ​ | | |

| Total Real Estate Owned, Net of Accumulated Depreciation | | | | | | | ​ | $ | [removed: 9,603,707] [added: 9,807,571] | | | ​ | | | ​ | | |

| (b) | As of December 31, [removed: 2021,] [added: 2022,] the Company was developing [removed: five] [added: three] wholly owned communities with a total of [removed: 1,417] [added: 715] apartment homes, [removed: none] of which [added: 161] have been completed. |

Our _Same-Store Communities_ segment represents those communities acquired, developed, and stabilized prior to January 1, [removed: 2020] [added: 2021] and held as of December 31, [removed: 2021.][added: 2022.]

During the year ended December 31, [removed: 2021,] [added: 2022,] the Company [removed: sold 1.6] [added: settled 4.4] million shares of common stock through its ATM program pursuant to the Company’s forward sales agreements described below.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: 18.4] [added: 14.0] million shares of common stock available for future issuance under the ATM [removed: program, including an aggregate of 4.4 million shares subject to the forward sales agreements described below.][added: program.]

The actual forward price per share [removed: to be] received by the Company upon settlement [removed: will be] [added: was] determined on the applicable settlement [removed: date] [added: dates] based on adjustments made to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward sales [removed: agreement.][added: agreements.]

[removed: As of December 31, 2021, 6.4] [added: In June 2022, the Company settled all 4.4] million shares under the [added: outstanding] forward sales agreements under [removed: the] [added: its] ATM [removed: programs had been settled] [added: program] at a weighted average forward price per share of [removed: $47.79,] [added: $52.46,] which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of UDR common stock [added: over the term of the agreements] and commissions paid to sales agents of approximately [removed: $2.6] [added: $7.5] million, for net proceeds of [removed: $306.6] [added: $230.9] million.

In March [removed: 2021,] [added: 2022, in connection with an underwritten public offering,] the Company entered into forward [removed: sale] [added: sales] agreements to sell 7.0 million shares of its common stock at an initial forward price per share of [removed: $43.51.][added: $57.565.]

[removed: In September 2021,] [added: During] the [added: year ended December 31, 2022, the] Company settled all 7.0 million shares [added: under the forward sales agreements] at a [added: weighted average] forward price per share of [removed: $42.65,] [added: $57.07,] which is inclusive of adjustments made to reflect the then-current federal funds [removed: rate,] [added: rate and] the amount of dividends paid to holders of UDR common [removed: stock and commissions paid to sales agents of approximately $6.0 million,] [added: stock,] for net proceeds of [removed: $298.5] [added: $399.5] million.

[removed: During] [added: As described above, during] the year ended December 31, [removed: 2021,] [added: 2022,] the Company settled [removed: 19.5] [added: 11.4] million shares in aggregate under [added: previously announced] forward sales [removed: agreements] [added: agreements, including] under the ATM [removed: programs and previously announced forward sales agreements] [added: program,] for net proceeds of [removed: $900.0] [added: $630.4] million.

Aggregate net proceeds from such forward sales, after deducting related expenses, were [removed: $899.1] [added: $629.6] million.

[removed: In February 2021, the Company] [added: | | ● |] issued $300.0 million of 2.10% senior unsecured medium-term notes due June [removed: 15, 2033.][added: 2033, for net proceeds of approximately $298.8 million; |]

[removed: In September 2021, the] [added: The] Company [removed: entered into an amended and restated credit agreement (the “Credit Agreement”) that provides for] [added: has] a $1.3 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan (the “Term Loan”).

The [removed: Credit Agreement] [added: credit agreement for these facilities ( the “Credit Agreement”)] allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.5 billion, subject to certain conditions, including obtaining commitments from one or more lenders.

Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to [removed: LIBOR] [added: SOFR] plus a margin of [removed: 77.5] [added: 85.5] basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to [removed: LIBOR] [added: SOFR] plus a margin of [removed: 85] [added: 93.0] basis points.

Based on the Company’s current credit rating, the Working Capital Credit Facility [removed: now] has an interest rate equal to [removed: LIBOR] [added: SOFR] plus a margin of [removed: 77.5] [added: 87.5] basis points.

Acquisition activity in strategic markets may be funded through joint ventures, by the reinvestment of proceeds from the sale of properties, through the [added: issuance of equity or debt securities, the issuance of operating partnership units and the assumption or placement of secured and/or unsecured debt.]

During [removed: 2022,] [added: 2023,] we have approximately [removed: $1.1] [added: $1.2] million of secured debt maturing, [removed: comprised solely] [added: inclusive] of principal amortization, and [removed: $220.0] [added: $300.0] million of unsecured debt maturing, comprised solely of [removed: the] unsecured commercial paper.

We anticipate repaying the debt due in [removed: 2022 and] 2023 with cash flow from our operations, proceeds from debt or equity offerings, proceeds from dispositions of properties, or from borrowings under our credit agreements and our unsecured commercial paper program.

The following table summarizes our material cash requirements as of December 31, [removed: 2021] [added: 2022] _(dollars in thousands):_

| Material Cash Requirements | | [removed: 2022] [added: 2023] | | | [removed: 2023-2024] [added: 2024-2025] | | | [removed: 2025-2026] [added: 2026-2027] | | | Thereafter | | | Total | |

| Letters of credit | ​ | | [removed: 2,841] [added: 2,617] | ​ | | — | ​ | | — | ​ | | — | ​ | | [removed: 2,841] [added: 2,617] |

| (a) | Interest payments on variable rate debt instruments are based on each debt instrument’s respective year-end interest rate at December 31, [removed: 2021.] [added: 2022.] |

During [removed: 2021,] [added: 2022,] we incurred gross interest costs of [removed: $196.0] [added: $169.3] million, of which [removed: $9.7] [added: $13.4] million was capitalized.

As of [removed: February 11,] [added: December 31,] 2022, we had no [removed: borrowings] outstanding [added: borrowings] under the Revolving Credit Facility, leaving $1.3 billion of unused capacity (excluding $2.6 million of letters of [removed: credit),] [added: credit at December 31, 2022),] and [removed: we had no borrowings] [added: $350.0 million of] outstanding [added: borrowings] under the [removed: Working Capital Credit Facility, leaving $75.0 million of unused capacity.][added: Term Loan.]

| | ● | the impact of inflation/deflation; |

| | ● | the availability of capital and the stability of the capital markets; |

| | ● | changes in job growth, home affordability and the demand/supply ratio for multifamily housing; |

| | ● | the failure of automation or technology to help grow net operating income; |

results of operations as well as involves some degree of uncertainty.

impairment loss is recognized equal to the excess of the carrying amount of the asset over its estimated fair value.

| Orange County, CA | | 9 | | 4,595 | | 9.3 | % | $ | 1,439,802 | | 96.9 | % | $ | 2,844 | ​ | $ | 118,539 |

| San Francisco, CA | | 11 | | 2,779 | | 5.9 | % | ​ | 914,296 | | 96.0 | % | ​ | 3,345 | ​ | ​ | 76,249 |

| Seattle, WA | | 14 | | 2,726 | | 6.2 | % | | 968,150 | | 97.5 | % | | 2,709 | ​ | | 63,538 |

| Los Angeles, CA | | 4 | | 1,225 | | 3.0 | % | | 472,430 | | 96.6 | % | | 3,031 | ​ | | 31,437 |

| Monterey Peninsula, CA | | 7 | | 1,567 | | 1.2 | % | | 192,299 | | 96.2 | % | | 2,199 | ​ | | 30,856 |

| Other Southern California | | 3 | | 821 | | 1.5 | % | | 220,987 | | 97.2 | % | | 2,700 | ​ | | 19,366 |

| Portland, OR | | 3 | | 752 | | 0.8 | % | | 122,856 | | 97.6 | % | | 1,974 | ​ | | 12,690 |

| Metropolitan D.C. | | 23 | | 8,381 | | 15.2 | % | | 2,372,091 | | 97.2 | % | | 2,260 | ​ | | 152,139 |

| Baltimore, MD | | 5 | | 1,597 | | 2.3 | % | | 350,542 | | 96.6 | % | | 1,824 | ​ | | 22,451 |

| Richmond, VA | | 4 | | 1,359 | | 1.0 | % | | 160,265 | | 97.5 | % | | 1,709 | ​ | | 20,336 |

| Boston, MA | | 11 | | 4,298 | | 10.9 | % | | 1,701,117 | | 96.8 | % | | 2,978 | ​ | | 106,135 |

| New York, NY | | 6 | | 2,318 | | 10.0 | % | | 1,559,006 | | 98.0 | % | | 4,231 | ​ | | 65,731 |

| Philadelphia, PA | ​ | 1 | ​ | 313 | ​ | 0.7 | % | ​ | 108,463 | ​ | 96.8 | % | ​ | 2,484 | ​ | ​ | 6,290 |

| Tampa, FL | | 11 | | 3,877 | | 4.2 | % | | 652,790 | | 96.8 | % | | 1,975 | ​ | | 58,384 |

| Orlando, FL | | 9 | | 2,500 | | 1.6 | % | | 251,978 | | 96.8 | % | | 1,707 | ​ | | 35,360 |

| Nashville, TN | | 8 | | 2,260 | | 1.5 | % | | 234,298 | | 97.4 | % | | 1,636 | ​ | | 30,903 |

| Other Florida | | 1 | | 636 | | 0.6 | % | | 93,792 | | 97.0 | % | | 2,116 | ​ | | 10,666 |

| Dallas, TX | | 11 | | 3,866 | | 3.9 | % | | 600,425 | | 97.0 | % | | 1,715 | ​ | | 48,749 |

| Austin, TX | | 4 | | 1,272 | | 1.2 | % | | 181,477 | | 97.7 | % | | 1,824 | ​ | | 16,469 |

| Denver, CO | ​ | 1 | ​ | 218 | ​ | 0.9 | % | ​ | 146,736 | ​ | 95.3 | % | ​ | 3,551 | ​ | ​ | 6,565 |

| Total/Average Same-Store Communities | | 146 | | 47,360 | | 81.9 | % | | 12,743,800 | | 97.0 | % | $ | 2,425 | ​ | | 932,853 |

| Non-Mature, Commercial Properties & Other | | 19 | | 7,478 | | 16.8 | % | | 2,622,128 | | | ​ | | | ​ | | 108,209 |

| Total Real Estate Held for Investment | | 165 | | 54,838 | | 98.7 | % | | 15,365,928 | | | ​ | | | ​ | | 1,041,062 |

| Real Estate Under Development (b) | | — | | 161 | | 1.2 | % | | 190,105 | | | ​ | | | ​ | | (670) |

| Real Estate Held for Disposition (c) | | — | | — | | 0.1 | % | | 14,039 | | | ​ | | | ​ | | — |

| Total Real Estate Owned | | 165 | | 54,999 | | 100.0 | % | | 15,570,072 | | | ​ | | | ​ | $ | 1,040,392 |

| (c) | The retail component of a development community located in Washington D.C. met the criteria to be classified as held for disposition at December 31, 2022. |

We continue to monitor the status and respond to the effects of the COVID-19 pandemic and its impact on our business.

While the pandemic and related government measures adversely impacted our business in certain prior periods, the extent of the impact generally has decreased.

Future developments regarding COVID-19, however, continue to be uncertain and difficult to predict.

There can be no assurances that closures or restrictions in response to COVID-19, including due to new variants, will not be imposed in the future or that other developments related to COVID-19 will not adversely affect our business, results of operations, financial condition and cash flows in future periods.

In connection with any forward sales agreement under the Company’s ATM program, the relevant forward purchasers will borrow from third parties and, through the relevant sales agent, acting in its role as forward seller, sell a number of shares of the Company’s common stock equal to the number of shares underlying the agreement.

The Company does not initially receive any proceeds from any sale of borrowed shares by the forward seller.

During the year ended December 31, 2022, the Company repurchased 1.2 million shares of its common stock at an average price of $41.14 per share for total consideration of approximately $49.0 million under its share repurchase program.

Such statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

Such factors include, among other things, the impact of the COVID-19 pandemic and measures intended to prevent its spread or address its effects, unfavorable changes in the apartment market, changing economic conditions, the impact of inflation/deflation on rental rates and property operating expenses, expectations concerning the availability of capital and the stability of the capital markets, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing developments and redevelopments, delays in completing lease-ups on schedule or at expected rent and occupancy levels, expectations on job growth, home affordability and demand/supply ratio for multifamily housing, expectations concerning development and redevelopment activities, expectations on occupancy levels and rental rates, expectations concerning joint ventures and partnerships with third parties, expectations that automation will help grow net operating income, and expectations on annualized net operating income.

| | ● | the impact of the COVID-19 pandemic and measures intended to prevent its spread or address its effects; |

| --- | --- | --- |

See Part I, Item 1.

“Business – COVID-19 Update” above for more information on the impact of COVID-19 on the Company.

| Orange County, CA | | 10 | | 4,685 | | 9.8 | % | $ | 1,441,386 | | 97.5 | % | $ | 2,608 | ​ | $ | 111,261 |

| San Francisco, CA | | 11 | | 2,751 | | 6.1 | % | ​ | 894,975 | | 95.3 | % | ​ | 3,074 | ​ | ​ | 66,769 |

| Seattle, WA | | 14 | | 2,725 | | 6.5 | % | | 957,008 | | 97.2 | % | | 2,417 | ​ | | 54,290 |

| Monterey Peninsula, CA | | 7 | | 1,565 | | 1.3 | % | | 188,914 | | 97.0 | % | | 2,012 | ​ | | 28,556 |

| Los Angeles, CA | | 4 | | 1,225 | | 3.2 | % | | 467,814 | | 96.0 | % | | 2,728 | ​ | | 27,116 |

| Other Southern California | | 3 | | 817 | | 1.5 | % | | 216,455 | | 98.2 | % | | 2,425 | ​ | | 17,138 |

| Portland, OR | | 2 | | 476 | | 0.4 | % | | 53,306 | | 98.3 | % | | 1,726 | ​ | | 7,211 |

| Metropolitan D.C. | | 22 | | 8,003 | | 15.0 | % | | 2,229,593 | | 96.7 | % | | 2,138 | ​ | | 135,905 |

| Baltimore, MD | | 5 | | 1,597 | | 2.3 | % | | 342,725 | | 97.6 | % | | 1,680 | ​ | | 21,448 |

| Richmond, VA | | 4 | | 1,359 | | 1.1 | % | | 156,903 | | 98.2 | % | | 1,523 | ​ | | 18,092 |

| Boston, MA | | 10 | | 4,139 | | 10.6 | % | | 1,557,982 | | 96.5 | % | | 2,689 | ​ | | 91,483 |

| New York, NY | | 5 | | 1,825 | | 8.5 | % | | 1,255,445 | | 96.7 | % | | 3,731 | ​ | | 40,238 |

| Philadelphia, PA | ​ | 1 | ​ | 313 | ​ | 0.7 | % | ​ | 108,042 | ​ | 96.6 | % | ​ | 2,294 | ​ | ​ | 5,610 |

| Tampa, FL | | 9 | | 2,911 | | 2.9 | % | | 427,964 | | 97.6 | % | | 1,655 | ​ | | 36,438 |

| Orlando, FL | | 9 | | 2,500 | | 1.7 | % | | 245,992 | | 97.4 | % | | 1,475 | ​ | | 30,332 |

| Nashville, TN | | 8 | | 2,260 | | 1.6 | % | | 229,634 | | 97.9 | % | | 1,431 | ​ | | 26,472 |

| Other Florida | | 1 | | 636 | | 0.6 | % | | 92,007 | | 97.9 | % | | 1,779 | ​ | | 8,819 |

| Dallas, TX | | 11 | | 3,866 | | 4.0 | % | | 584,254 | | 97.1 | % | | 1,536 | ​ | | 43,150 |

| Austin, TX | | 4 | | 1,272 | | 1.2 | % | | 174,084 | | 98.1 | % | | 1,608 | ​ | | 14,629 |

| Denver, CO | ​ | 1 | ​ | 218 | ​ | 1.0 | % | ​ | 145,451 | ​ | 95.6 | % | ​ | 3,138 | ​ | ​ | 5,541 |

| Total/Average Same-Store Communities | | 141 | | 45,143 | | 80.0 | % | | 11,769,934 | | 97.1 | % | $ | 2,182 | ​ | | 790,498 |

| Non-Mature, Commercial Properties & Other | | 19 | | 8,086 | | 17.4 | % | | 2,582,300 | | | ​ | | | ​ | | 77,044 |

| Total Real Estate Held for Investment | | 160 | | 53,229 | | 97.4 | % | | 14,352,234 | | | ​ | | | ​ | | 867,542 |

| Real Estate Under Development (b) | | — | | — | | 2.6 | % | | 388,569 | | | ​ | | | ​ | | (417) |

| Total Real Estate Owned | | 160 | | 53,229 | | 100.0 | % | | 14,740,803 | | | ​ | | | ​ | $ | 867,125 |

During the year ended December 31, 2021, the Company entered into forward sales agreements under its current or prior ATM programs for a total of 10.8 million shares of common stock at a weighted average initial forward price per share of $50.59, of which 4.4 million shares had not been settled.

The final dates by which the remaining shares sold under the forward sales agreements under the ATM programs must be settled range between August 1, 2022 and September 14, 2022.

The actual forward price per share to be received by the Company upon settlement was determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward sales agreement.

In June 2021, the Company entered into forward sale agreements to sell 6.1 million shares of its common stock at an initial forward price per share of $49.22.

The actual forward price per share to be received by the Company upon

settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward sales agreement.

In December 2021, the Company settled all 6.1 million shares at a forward price per share of $48.33, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of UDR common stock and commissions paid to sales agents of approximately $5.4 million, for net proceeds of $294.8 million.

The notes were priced at 99.592% of the principal amount of the notes.

The Company used the net proceeds to redeem its $300.0 million 4.00% senior unsecured medium-term notes due October 2025 (the “2025 Notes”) (plus the make-whole amount and accrued and unpaid interest).

As of December 31, [removed: 2021,] [added: 2022,] we carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of the Company of the effectiveness of the design and operation of the disclosure controls and procedures of the Company.

Based on such evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Report, has audited UDR, Inc.’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

The report of Ernst & Young LLP, which expresses an unqualified opinion on UDR, Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] is included under the heading “Report of Independent Registered Public Accounting Firm” of UDR, Inc. contained in this Report.

The information required by this item is incorporated by reference to the information set forth under the headings “Proposal No. 1 Election of Directors,” “Corporate Governance Matters,” “Audit Committee Report,” “Corporate Governance Matters-Board Leadership Structure and Committees-Audit Committee Financial Expert,” “Corporate Governance Matters-Identification and Selection of Nominees for Directors,” “Corporate Governance Matters-Board of Directors and Committee Meetings” and “Executive Officers” in UDR, Inc.’s definitive proxy statement (our “definitive proxy statement”) for its [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

Information regarding our codes is available on our website, _www.udr.com_, and is incorporated by reference to the information set forth under the heading “Corporate Governance Matters” in our definitive proxy statement for UDR’s [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

The information required by this item is incorporated by reference to the information set forth under the headings “Security Ownership of Certain Beneficial Owners and Management,” “Corporate Governance Matters-Board Leadership Structure and Committees-Compensation Committee Interlocks and Insider Participation,” “Executive Compensation,” “Compensation of Directors” and “Executive Compensation-Compensation Committee Report” in the definitive proxy statement for UDR’s [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

The information required by this item is incorporated by reference to the information set forth under the headings “Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation” and “Executive Compensation-Equity Compensation Plan Information” in the definitive proxy statement for UDR’s [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

The information required by this item is incorporated by reference to the information set forth under the heading “Security Ownership of Certain Beneficial Owners and Management,” “Corporate Governance Matters-Corporate Governance Overview,” “Corporate Governance Matters-Director Independence,” “Corporate Governance Matters-Board Leadership Structure and Committees-Independence of the Audit, Compensation, Governance and Nominating Committees,” and “Executive Compensation” in the definitive proxy statement for UDR’s [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

The information required by this item is incorporated by reference to the information set forth under the headings “Audit Matters-Audit Fees” and “Audit Matters-Pre-Approval Policies and Procedures” in the definitive proxy statement for UDR’s [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

| 3.07 | ​ | [Amended and Restated Bylaws of UDR, Inc. (as amended through May 24, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/74208/000007420817000086/c208-20170630ex31602adf1.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/74208/000007420818000089/c208-20180930ex36a99e10b.htm).] | ​ | Exhibit 3.6 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. |

| 4.22 | | [Description of UDR, Inc’s Securities](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231ex422ca9824.htm). | ​ | [removed: Filed herewith.] [added: Exhibit 4.22 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.] |

| 10.09 | ​ | [Second Amended and Restated Credit Agreement, dated as of September 15, 2021, by and among UDR, Inc., as borrower, and the lenders and agents party thereto](https://www.sec.gov/Archives/edgar/data/74208/000007420821000093/udr-20210915ex10183ff34.htm). | ​ | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated September 15, 2021 and filed with the SEC on September 15, [removed: 2021).] [added: 2021.] |

| [removed: 10.10] [added: 10.11] | ​ | [Guaranty of United Dominion Realty, L.P., dated as of September 15, 2021, with respect to the Credit Agreement, dated as of September 15, 2021](https://www.sec.gov/Archives/edgar/data/74208/000007420821000093/udr-20210915ex102e9f9fd.htm). | ​ | Exhibit 10.2 to UDR, Inc.’s Current Report on Form 8-K dated September 15, 2021 and filed with the SEC on September 15, [removed: 2021).] [added: 2021.] |

| [removed: 10.11] [added: 10.12] | ​ | [Amended and Restated Aircraft Time Sharing Agreement dated as of February 18, 2019, by and between UDR, Inc. and Thomas W. Toomey](http://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex1015bd1dc.htm). | ​ | Exhibit 10.15 to UDR, Inc’s Annual Report on Form 10-K for the year ended December 31, 2018. |

| [removed: 10.37] [added: 10.38] | ​ | [Form of UDR, Inc. Stock Option Agreement](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231ex1037924c9.htm). | ​ | [removed: Filed herewith.] [added: Exhibit 10.37 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.] |

| 21 | ​ | [Subsidiaries of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231xex21.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420823000007/udr-20221231xex21.htm)] | ​ | Filed herewith. |

| [removed: 22.2] [added: 22.1] | | [List of Guarantor Subsidiaries of UDR, Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420821000056/udr-20210331ex221cef00a.htm) | ​ | Exhibit 22.1 to UDR Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. |

| 23.1 | | [Consent of Independent Registered Public Accounting Firm for UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231ex231039a28.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420823000007/udr-20221231xex23d1.htm)] | ​ | Filed herewith. |

| 31.1 | ​ | [Rule 13a-14(a) Certification of the Chief Executive Officer of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231ex311292f57.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420823000007/udr-20221231xex31d1.htm)] | ​ | Filed herewith. |

| 31.2 | ​ | [Rule 13a-14(a) Certification of the Chief Financial Officer of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231ex312db6cb3.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420823000007/udr-20221231xex31d2.htm)] | ​ | Filed herewith. |

| 32.1 | ​ | [Section 1350 Certification of the Chief Executive Officer of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231ex321595396.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420823000007/udr-20221231xex32d1.htm)] | ​ | Filed herewith. |

| 32.2 | ​ | [Section 1350 Certification of the Chief Financial Officer of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231ex3221a53da.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420823000007/udr-20221231xex32d2.htm)] | ​ | Filed herewith. |

| 101 | ​ | Inline XBRL (Extensible Business Reporting Language). The following materials from this Annual Report on Form 10-K for the period ended December 31, [removed: 2021,] [added: 2022,] formatted in Inline XBRL: (i) consolidated balance sheets of UDR, Inc., (ii) consolidated statements of operations of UDR, Inc., (iii) consolidated statements of comprehensive income/(loss) of UDR, Inc., (iv) consolidated statements of changes in equity of UDR, Inc., (v) consolidated statements of cash flows of UDR, Inc., and (vi) notes to consolidated financial statements of UDR, Inc. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | ​ | Filed herewith. |

| 10.10 | | [First Amendment to Second Amended and Restated Credit Agreement, dated as of September 19, 2022, by and among UDR, Inc., as borrower, and the lenders and agents party thereto](https://www.sec.gov/Archives/edgar/data/74208/000007420822000068/udr-20220930xex10d2.htm). | ​ | Exhibit 10.2 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022. |

| 10.37 | ​ | [Twelfth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of July 25, 2022](https://www.sec.gov/Archives/edgar/data/74208/000007420822000053/udr-20220630xex10d1.htm). | ​ | Exhibit 10.1 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. |

| ​ | ​ | ​ | ​ | ​ |

| 10.12 | ​ | [Amended and Restated Aircraft Time Sharing Agreement dated as of February 18, 2019, by and between UDR, Inc. and Warren L. Troupe](http://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex1016fb5fa.htm). | ​ | Exhibit 10.16 to UDR, Inc’s Annual Report on Form 10-K for the year ended December 31, 2018. |

| Date: February [removed: 15, 2022] [added: 13, 2023] | By: | /s/ Thomas W. Toomey |

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on February [removed: 15, 2022] [added: 13, 2023] by the following persons on behalf of the registrant and in the capacities indicated.

| [removed: Senior Vice] President and Chief Financial Officer | ​ | Director |

| [Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020](#BALANCESHEETS_439565)] [added: 2021](#BALANCESHEETS_439565)] | [removed: F-6] [added: F-5] |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#STATEMENTSOFOPERATIONS_417018)] [added: 2020](#STATEMENTSOFOPERATIONS_417018)] | [removed: F-7] [added: F-6] |

| [Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#COMPREHENSIVEINCOMELOSS_987542)] [added: 2020](#COMPREHENSIVEINCOMELOSS_987542)] | [removed: F-8] [added: F-7] |

| [Consolidated Statements of Changes in Equity for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#CHANGESINEQUITY_994858)] [added: 2020](#CHANGESINEQUITY_994858)] | [removed: F-9] [added: F-8] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#CASHFLOWS_264688)] [added: 2020](#CASHFLOWS_264688)] | [removed: F-10] [added: F-9] |

| [Notes to Consolidated Financial Statements](#a1CONSOLIDATIONANDBASISOFPRESENTATION_86) | [removed: F-12] [added: F-11] |

We have audited the accompanying consolidated balance sheets of UDR, Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income/(loss), changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and the financial statement schedule listed in the accompanying Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 15, 2022] [added: 13, 2023] expressed an unqualified opinion thereon.

| _Description of the Matter_ | At December 31, [removed: 2021,] [added: 2022,] the Company’s real estate owned, net and investment in and advances to unconsolidated joint ventures, net were approximately [removed: $9.6] [added: $9.8] billion and [removed: $702.5] [added: $754.4] million, respectively. As more fully described in Note 2 to the consolidated financial statements, the Company periodically evaluates these assets for indicators of impairment, and this includes, among other things, judgments based on factors such as operational performance, market conditions, the Company’s intent and ability to hold each asset, as well as any significant cost overruns on development or redevelopment communities. During [removed: 2021,] [added: 2022,] the Company did not recognize an impairment related to real estate |

| _Description of the Matter_ | During [removed: 2021,] [added: 2022,] the Company acquired real estate investment properties which were accounted for as asset acquisitions. The aggregate increase in real estate and other assets due to these acquisitions was approximately [removed: $1.5 billion.] [added: $236.5 million.] As more fully described in Note 3 to the consolidated financial statements, the total consideration was allocated to land, land improvements, buildings and improvements, and real estate intangible assets based on their relative fair value. Auditing the Company’s acquisition of real estate investment properties is complex and requires a higher degree of auditor judgment due to the significant assumptions that are utilized in the determination of the relative fair values of the assets acquired. The significant assumptions used in management’s analysis to estimate the fair value of these components includes capitalization rates, market comparable prices for similar land parcels, [added: and] market rental [removed: rates, leasing commission rates as well as the time it would take to lease any acquired buildings that were vacant at acquisition.] [added: rates.] |

| _How We Addressed the Matter in Our Audit_ | We tested the Company’s internal controls over the acquisition of real estate investment properties and the resulting purchase price allocations. This included testing controls over management’s identification of the assets acquired and liabilities assumed and evaluating the methods and significant assumptions used by the Company to develop such estimates. Our testing of the fair values of the assets acquired included, among others, evaluating the selection of the Company's valuation model and testing the significant assumptions discussed above as well as the completeness and accuracy of the underlying data. For example, we compared management’s assumptions to observable market transactions and replacement costs associated with the fair value of the land and buildings and improvements. [removed: For in-place leases, we compared management’s assumptions to published market data for comparable leases, related leasing commissions and the amount of time it would take to lease up the space to stabilization assuming the space was vacant at acquisition.] We involved our real estate valuation specialists to assist in evaluating the significant assumptions listed above. In addition, we performed sensitivity tests on the significant assumptions to evaluate the change in the fair value resulting from changes in the assumptions. |

We have audited UDR, Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, UDR, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021 and 2020,] [added: 2022] and [added: 2021,] the related consolidated statements of operations, comprehensive income/(loss), changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related [removed: notes] [added: notes,] and the financial statement schedule listed in the accompanying Index at Item 15(a) and our report dated February [removed: 15, 2022] [added: 13, 2023] expressed an unqualified opinion thereon.

| [removed: ​] [added: ​] | | [added: 2022 | | |] 2021 | | | 2020 | |

| Real estate held for investment | ​ | $ | [removed: 14,352,234] [added: 15,365,928] | ​ | $ | [removed: 12,706,940] [added: 14,352,234] |

| Less: accumulated depreciation | ​ | | [removed: (5,136,589)] [added: (5,762,205)] | ​ | | [removed: (4,590,577)] [added: (5,136,589)] |

| Real estate held for investment, net | ​ | | [removed: 9,215,645] [added: 9,603,723] | ​ | | [removed: 8,116,363] [added: 9,215,645] |

| Real estate under development (net of accumulated depreciation of [removed: $507] [added: $296] and [removed: $1,010,] [added: $507,] respectively) | ​ | | [removed: 388,062] [added: 189,809] | ​ | | [removed: 246,867] [added: 388,062] |

| Real estate held for disposition (net of accumulated depreciation of $0 and [removed: $13,779,] [added: $0,] respectively) | ​ | | [removed: —] [added: 14,039] | ​ | | [removed: 102,876] [added: —] |

| Total real estate owned, net of accumulated depreciation | ​ | | [removed: 9,603,707] [added: 9,807,571] | ​ | | [removed: 8,466,106] [added: 9,603,707] |

| Cash and cash equivalents | [removed: ​] [added: ​] | [added: $] | [removed: 967] [added: 1,193] | ​ | [added: $] | [added: 967 | ​ | $ |] 1,409 |

| Restricted cash | [added: ​ |] ​ | [added: 29,001] | [removed: 27,451] [added: ​] | ​ | [added: 27,451] | [added: ​ | ​ |] 22,762 |

| Notes receivable, net | ​ | | [removed: 26,860] [added: 54,707] | ​ | | [removed: 157,992] [added: 26,860] |

| Investment in and advances to unconsolidated joint ventures, net | ​ | | [removed: 702,461] [added: 754,446] | ​ | | [removed: 600,233] [added: 702,461] |

| Operating lease right-of-use assets | ​ | ​ | [removed: 197,463] [added: 194,081] | ​ | ​ | [removed: 200,913] [added: 197,463] |

| Other assets | ​ | | [removed: 216,311] [added: 197,471] | ​ | | [removed: 188,118] [added: 216,311] |

| Total assets | ​ | $ | [removed: 10,775,220] [added: 11,038,470] | ​ | $ | [removed: 9,637,533] [added: 10,775,220] |

| Secured debt, net | ​ | $ | [removed: 1,057,380] [added: 1,052,281] | ​ | $ | [removed: 862,147] [added: 1,057,380] |

| Unsecured debt, net | ​ | | [removed: 4,355,407] [added: 4,435,022] | ​ | | [removed: 4,114,401] [added: 4,355,407] |

| Operating lease liabilities | ​ | ​ | [removed: 192,488] [added: 189,238] | ​ | ​ | [removed: 195,592] [added: 192,488] |

| Real estate taxes payable | ​ | | [removed: 33,095] [added: 37,681] | ​ | | [removed: 29,946] [added: 33,095] |

| Accrued interest payable | ​ | | [removed: 45,980] [added: 46,671] | ​ | | [removed: 44,760] [added: 45,980] |

| Security deposits and prepaid rent | ​ | | [removed: 55,441] [added: 51,999] | ​ | | [removed: 49,008] [added: 55,441] |

| Distributions payable | ​ | | [removed: 124,729] [added: 134,213] | ​ | | [removed: 115,795] [added: 124,729] |

| Accounts payable, accrued expenses, and other liabilities | ​ | | [removed: 136,954] [added: 153,220] | ​ | | [removed: 110,999] [added: 136,954] |

February 13, 2023

February 13, 2023

| ​ | | 2022 | | | 2021 | |

| Cash and cash equivalents | ​ | | 1,193 | ​ | | 967 |

| Restricted cash | ​ | | 29,001 | ​ | | 27,451 |

| Conversion of Series E Cumulative Convertible shares | ​ | ​ | (150) | ​ | ​ | 1 | ​ | ​ | 149 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |

| Repurchase of common shares | ​ | ​ | — | ​ | ​ | (12) | ​ | ​ | (49,016) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (49,028) |

| Balance at December 31, 2022 | ​ | $ | 44,615 | ​ | $ | 3,290 | ​ | $ | 7,493,423 | ​ | $ | (3,451,587) | ​ | $ | 8,344 | ​ | $ | 210 | ​ | $ | 4,098,295 |

| Redeemable long-term and short-term incentive plan units | ​ | ​ | 56,568 | ​ | ​ | 14,578 | ​ | ​ | 23,501 |

| Distribution of equity securities from unconsolidated real estate technology investments | ​ | ​ | 18,018 | ​ | ​ | — | ​ | ​ | — |

DECEMBER 31, 2022

At December 31, 2022, our consolidated apartment portfolio consisted of 165 communities with a total of 54,999 apartment homes located in 21 markets.

In September 2022, we amended our unsecured term loan and its related interest rate swap agreements to change the interest rate benchmark from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”).

The Company applied the practical expedients in the ASU related to the cash flow hedges, which did not have a material impact on the consolidated financial statements.

(See Note 7, _Secured and Unsecured Debt, Net_ for further discussion.)

DECEMBER 31, 2022

DECEMBER 31, 2022

support costs for personnel working on the capital projects.

DECEMBER 31, 2022

| ​ | ​ | 2022 | ​ | 2022 | | ​ | 2021 | |

| Note due December 2026 (c) | ​ | 11.00 | % | ​ | 17,292 | ​ | ​ | — |

| Note due December 2026 (d) | ​ | 11.00 | % | ​ | 5,813 | ​ | ​ | — |

| Note due June 2027 (e) | ​ | 18.00 | % | ​ | 1,500 | ​ | ​ | — |

DECEMBER 31, 2022

| (c) | In June 2022, the Company entered into a secured mezzanine loan with a third party developer of a 482 apartment home community located in Riverside, California, which is expected to be completed in 2025, with an aggregate commitment of $59.7 million, of which $17.3 million was funded during the year ended December 31, 2022. Interest payments accrue for 36 months and are due monthly after the loan has been outstanding for 36 months. The secured mezzanine loan has a scheduled maturity date in December 2026, with two one-year extension options. |

| (d) | In June 2022, the Company entered into a secured mezzanine loan with a third party developer of a 237 apartment home community located in Menifee, California, which is expected to be completed in 2025, with an aggregate commitment of $24.4 million, of which $5.8 million was funded during the year ended December 31, 2022. Interest payments accrue for 36 months and are due monthly after the loan has been outstanding for 36 months. The secured mezzanine loan has a scheduled maturity date in December 2026, with two one-year extension options. |

| (e) | In June 2022, the Company and a syndicate of lenders entered into a $16.0 million secured credit facility with an unaffiliated third party. The Company’s share of the facility was $1.5 million, all of which was funded during the year ended December 31, 2022. Interest payments will accrue and be due at maturity of the facility. The facility is secured by substantially all of the borrower’s assets and matures at the earliest of the following: (a) acceleration in the event of default; or (b) June 2027. |

As of December 31, 2022, the Company held one investment in a joint venture that qualified as a VIE where we were determined to be the primary beneficiary (See Note 5, _Joint Ventures and Partnerships,_ for further discussion).

If we

DECEMBER 31, 2022

DECEMBER 31, 2022

DECEMBER 31, 2022

DECEMBER 31, 2022

We continue to monitor the status and respond to the effects of the COVID-19 pandemic and its impact on our business.

While the pandemic and related government measures adversely impacted our business in certain prior periods, the extent of the impact generally has decreased.

Future developments regarding COVID-19, however, continue to be uncertain and difficult to predict.

There can be no assurances that closures or restrictions in response to COVID-19, including due to new variants, will not be imposed in the future or that other developments related to COVID-19 will not adversely affect our business, results of operations, financial condition and cash flows in future periods.

DECEMBER 31, 2022

| ​ | ​ | 2022 | | ​ | 2021 | |

In June 2022, the Company acquired three contiguous to-be-developed parcels of land located in Dallas, Texas for approximately $90.2 million.

​

February 15, 2022

| Balance at December 31, 2018 | ​ | $ | 46,201 | ​ | $ | 2,755 | ​ | $ | 4,920,732 | ​ | $ | (2,063,996) | ​ | $ | (67) | ​ | $ | 17,152 | ​ | $ | 2,922,777 |

| Redemption of noncontrolling interests in consolidated real estate | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (125) | ​ | ​ | (125) |

| Secured debt assumed in the consolidation of unconsolidated joint ventures | ​ | | — | ​ | | — | ​ | | 551,800 |

| Recognition of operating lease liabilities | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 88,336 |

| Right-of-use assets obtained in exchange for operating lease liabilities remeasurement | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 111,055 |

| Vesting of LTIP Units | ​ | ​ | 14,578 | ​ | ​ | 23,501 | ​ | ​ | 14,742 |

| Cash and cash equivalents | ​ | $ | 1,409 | ​ | $ | 8,106 | ​ | $ | 185,216 |

| Restricted cash | ​ | ​ | 22,762 | ​ | ​ | 25,185 | ​ | ​ | 23,675 |

DECEMBER 31, 2021

At December 31, 2021, our consolidated apartment portfolio consisted of 160 consolidated communities located in 21 markets consisting of 53,229 apartment homes.

Certain previously reported amounts have been reclassified to conform to the current financial statement presentation.

In March 2020, the SEC adopted rules that amended the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X.

Subsequently, in November 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-09, _Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762,_ which revised SEC paragraphs of the codification to reflect, as appropriate, the amended disclosure requirements mentioned above.

Under the amended rules, parent companies can provide alternative disclosures in lieu of separate audited financial statements of subsidiary issuers and guarantors that meet certain criteria.

We evaluated the criteria and determined that we are eligible for the exceptions, which allow us to provide alternative disclosures for the Operating Partnership, which guarantees certain outstanding debt securities issued by the Company.

As a result of the amendments, the Operating Partnership, as subsidiary guarantor, is no longer subject to the filing requirements under Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will no longer file separate periodic and current reports in reliance on Rule 12h-5 under the Exchange Act.

The alternative disclosures related to the Operating Partnership are presented in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations” in this report.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in E_ntity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity_.

The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

own equity.

The updated standard will be effective on January 1, 2022; however, early adoption of the ASU is permitted on January 1, 2021.

The Company early adopted the guidance on January 1, 2021; however, the updated standard did not have a material impact on the consolidated financial statements and related disclosures.

Expenditures for ordinary repair and

The Company will include the carrying amount of its previously held equity

| Note due February 2021 (a) | ​ | N/A | ​ | $ | — | ​ | $ | 4,000 |

| Note due May 2022 (c) | ​ | 14.00 | % | ​ | 2,760 | ​ | ​ | — |

| Note due October 2022 (d) | | N/A | % | ​ | — | ​ | ​ | 115,000 |

| (a) | In May 2020, the Company entered into a promissory note with an unaffiliated third party with an aggregate commitment of $4.0 million, in connection with the sale of an operating community. In January 2021, the unaffiliated third party repaid the $4.0 million promissory note in full. |

| (b) | The Company previously had a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million. The note was secured by a parcel of land and related land improvements located in Alameda, California. In September 2020, the developer defaulted on the loan. As a result of the default, in April 2021, the Company took title to the property pursuant to a deed in lieu of foreclosure. As such, the Company increased its real estate assets owned by approximately $25.0 million, the fair market value of the property on the date of the title transfer, and recorded a $0.1 million gain on extinguishment of the secured note to _Interest income and other income/(expense), net_ on the Consolidated Statements of Operations, which was based on the note’s principal balance and unpaid accrued interest of $4.9 million. (See Note 3, _Real Estate Owned_ for further discussion.) |

| (d) | The Company previously had a secured note with an unaffiliated third party with an aggregate commitment of $115.0 million. Interest payments were due when the loan matured. The note was secured by a first priority deed of trust on a 259 apartment home operating community in Bellevue, Washington, which was completed in 2020. |

In July 2021, the Company acquired the operating community.

In connection with the acquisition of this community, the note and the unpaid accrued interest were paid in full.

(See Note 3, _Real Estate Owned_ for further discussion.)

As of December 31, 2021 and 2020, the Company did not have investments in any joint ventures or partnerships that qualify as VIEs where we were determined to be the primary beneficiary.

associated with retired debt is expensed upon retirement.

The Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business.

The extent of the pandemic’s effect on our operational and financial performance will depend on future developments, including the duration and intensity of the pandemic, the timing and effectiveness of COVID-19 vaccines, the duration of government measures to mitigate the pandemic and the success of government rental assistance programs, all of which continue to be uncertain and difficult to predict.