UDR (UDR) 10-K risk factor changes: FY2023 vs FY2022

At December 31, [removed: 2022,] [added: 2023,] our consolidated real estate portfolio consisted of [removed: 165] [added: 168] communities located in 21 markets, consisting of [removed: 54,999] [added: 55,550] 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: 9,099] [added: 10,045] completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including [removed: 6,262] [added: 5,618] apartment homes owned by entities in which we hold preferred equity investments.

At December 31, [removed: 2022,] [added: 2023,] the Company was developing [removed: three] [added: two] wholly-owned communities totaling [removed: 715] [added: 415] homes, of which [removed: 161] [added: 56] have been completed.

In [removed: 2022,] [added: 2023,] we declared total distributions of [removed: $1.52] [added: $1.68] per common share and paid dividends of [removed: $1.5025] [added: $1.64] per common share.

| First Quarter | ​ | $ | [removed: 0.3800] [added: 0.4200] | ​ | $ | [removed: 0.3625] [added: 0.3800] |

| Second Quarter | ​ | | [removed: 0.3800] [added: 0.4200] | ​ | | [removed: 0.3800] [added: 0.4200] |

| Third Quarter | ​ | | [removed: 0.3800] [added: 0.4200] | ​ | | [removed: 0.3800] [added: 0.4200] |

| Fourth Quarter | ​ | | [removed: 0.3800] [added: 0.4200] | ​ | | [removed: 0.3800] [added: 0.4200] |

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: 186.1] [added: 189.9] million units in the Operating Partnership (“OP Units”) outstanding, of which [removed: 176.3] [added: 176.4] million OP Units (including 0.1 million of general partnership units), or [removed: 94.7%,] [added: 92.9%,] were owned by UDR and [removed: 9.8] [added: 13.5] million OP Units, or [removed: 5.3%,] [added: 7.1%,] were owned by outside limited partners.

As of December 31, [removed: 2022,] [added: 2023,] there were 32.4 million units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which [removed: 21.1] [added: 21.4] million, or [removed: 65.1%,] [added: 66.0%,] were owned by UDR and its subsidiaries and [removed: 11.3] [added: 11.0] million, or [removed: 34.9%,] [added: 34.0%,] were owned by outside limited partners.

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

[removed: Examples of program] [added: In total, over 6,000 courses are available to our associates, spanning] topics [removed: include:] [added: such as] leasing skills, [removed: basic] property maintenance, customer service, project management, and system applications.

[removed: As] [added: By the end] of [removed: our 2022 year-end measurement, 97%] [added: 2023, 95%] of associates [added: had] completed annual technology IT security training, [removed: 98% of associates] [added: while 95% had] completed fair [removed: housing training, 98% of associates completed annual harassment training, 98% of associates completed] [added: housing, harassment,] diversity and [removed: inclusion training,] [added: inclusion,] and [removed: 98% of associates completed our annual] business ethics training.

[removed: UDR offers] [added: We offer] partial tuition reimbursement [removed: related] to [added: support associates in] attaining these certifications.

Each UDR associate [removed: is required to engage] [added: participates] in an annual performance review with their direct [removed: supervisor.][added: supervisor, providing feedback on career development and engagement levels.]

[removed: We are committed] [added: Our commitment extends] to [removed: creating and maintaining] [added: fostering] a diverse and inclusive workplace environment that [removed: supports] [added: facilitates] the development and advancement of all associates.

We believe that our associates should [removed: also] be [removed: involved] [added: active] in their [removed: communities] [added: communities,] and [removed: that] we [removed: should assist with those] [added: support their] efforts.

In [removed: 2022,] [added: 2023,] UDR provided [removed: 1,072] [added: 1,041] hours of paid time off [removed: for our associates] to [removed: be used] [added: associates] for volunteer work with [removed: more than 20+] [added: over 20] local [removed: organizations that make a difference in the communities in which we operate.][added: organizations.]

_Employee Health, Wellness and [removed: Safety_][added: Benefits_]

The health, wellness, and safety of our associates [removed: is of utmost importance to UDR to maintain our inclusive culture and ensure our associates] are [removed: engaged.][added: paramount to UDR.]

In [removed: early 2021,] [added: addition,] we [removed: rolled out access to a confidential on-demand] [added: enhanced our] behavioral health support mobile application, providing associates [added: with] 24/7 access to a care team [removed: comprised] of coaches and mental health professionals [removed: through] [added: via] text-based chats and self-guided activities at no [added: additional] cost to [removed: the associate.][added: associates.]

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

Our S_ame-Store Communities_ segment represents those communities acquired, developed, and stabilized prior to January 1, [removed: 2021,] [added: 2022,] and held as of December 31, [removed: 2022.][added: 2023.]

[added: 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.

Our principal business objective is to maximize the economic returns of our apartment communities [added: in a sustainable manner] to provide our stockholders with the greatest possible total return and value.

| | ● | own and operate a diversified portfolio of apartments in targeted markets in the United States, which are characterized by strong total income growth, high working age population growth, relatively robust rental versus single-family home affordability and [removed: measured new supply growth,] [added: favorable demand/supply ratio for multifamily housing,] thus enhancing stability and predictability of returns to our stockholders; |

| | ● | manage our capital structure [removed: to provide a low] [added: with the intent of lowering our] relative cost of capital to enhance profitability and predictability of liquidity, earnings and dividends. |

[removed: | |] ● [removed: |] In July [removed: 2022,] [added: 2023,] the Company marked its [removed: 50th] [added: 51st] year as a REIT and, in October [removed: 2022,] [added: 2023,] paid its [removed: 200th] [added: 204th] consecutive quarterly dividend. [removed: 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: $82.5] [added: $439.5] million as compared to [removed: $145.8] [added: $82.5] million in the prior year. The [removed: decrease] [added: increase] was primarily driven by [removed: lower] [added: higher] gains from dispositions of real estate, higher [removed: depreciation expense due to communities acquired in 2022 and 2021, and lower investment] [added: total net operating] income [removed: from unconsolidated entities primarily due to unrealized losses from SmartRent, Inc. (“SmartRent”), a portfolio investment of an unconsolidated fund,] [added: (“NOI”),] and [removed: lower] [added: higher] interest income and other income/(expense) primarily due to [added: realized and] unrealized [removed: losses] [added: gains] from our direct investment in SmartRent, [added: Inc. (“SmartRent”) and higher interest income driven by higher notes receivable balances. These were] partially offset by higher [removed: total net operating income (“NOI”)] [added: depreciation expense primarily due to communities acquired] and [removed: lower] [added: completion of developments in 2023 and 2022, and higher] interest expense primarily due to [removed: lower debt extinguishment costs, partially offset by] higher [added: average] interest [removed: rates.] [added: rates and higher overall debt balances.] |

| | ● | Total revenues increased [removed: 17.6%] [added: 7.3%] over the prior year primarily due to overall market rent growth and communities acquired [added: and completion of developments] during [removed: 2022] [added: 2023] and [removed: 2021.] [added: 2022, partially offset by dispositions of real estate in 2023.] |

| | ● | We achieved Same-Store revenue growth of [removed: 11.1%] [added: 5.6%] and Same-Store NOI growth of [removed: 13.5%.] [added: 6.0%.] |

[removed: | |] ● [removed: |] We recognized a gain of [removed: $25.5] [added: $25.3] million from the sale of [removed: one] [added: an] operating community located in [removed: Orange County, California. |][added: Hillsboro, Oregon.]

[removed: | |] ● [removed: |] We repurchased [removed: 1.2] [added: 0.6] million shares of common stock for approximately [removed: $49.0] [added: $25.0] million. [removed: |]

We [removed: have] published our [removed: 2022] [added: 2023] ESG Report on our website, which discloses our environmental and social [removed: programs] [added: initiatives, programs,] and performance.

Refer to Item 7, _Management’s Discussion and Analysis of Financial Condition and Results of Operations,_ for further information on the Company’s activities in [removed: 2022.][added: 2023.]

Our strategic vision is to be the multifamily public REIT of [removed: choice.][added: choice for investors.]

| | 4. | Advancing a Strong Corporate Culture and [removed: Ensuring] [added: Striving for] High Resident Satisfaction |

We believe greater portfolio diversification, as defined by geographic concentration, location within a market (i.e., urban or suburban) and property quality (i.e., A or B), reduces the volatility of our same-store growth throughout the real estate cycle, appeals to a wider renter and investor [removed: audience and] [added: audience,] lessens the market risk associated with owning a homogenous [removed: portfolio.][added: portfolio, and provides more opportunities for accretive external growth when appropriate.]

| | ● | our consolidated apartment portfolio includes [removed: 165] [added: 168] communities located in 21 markets throughout the U.S., including both coastal and sunbelt locations; |

| | ● | our mix of urban/suburban communities is approximately 31%/69% and our mix of A/B quality properties is approximately [removed: 43%/57%.] [added: 44%/56%.] |

| ​ | ​ | 2023 | | ​ | 2023 | |

| Total | ​ | $ | 1.6800 | ​ | $ | 1.6400 |

As of December 31, 2023, our team at UDR comprises 1,397 full-time associates and 13 part-time associates, all of whom are dedicated to the success of our organization.

Within this workforce, 991 associates are focused on roles directly associated with our communities, while the remaining associates contribute to various corporate functions.

Our commitment to social responsibility extends to the entire employee lifecycle, encompassing recruitment, onboarding, development, engagement, and retention.

Our overarching objective is to enhance the associate experience, foster diversity, and maintain a motivated workforce that fuels our growth and talent retention.

This dedication to our UDR culture and values directly influences improved engagement, productivity, and the overall success of our organization.

Our UDR culture is defined by choice, transparency, and trust, empowering our associates to make decisions that align with their individual interests and benefit the Company as a whole.

By prioritizing and enhancing the associate experience, we hope to enhance engagement levels, leading to increased customer satisfaction, higher employee

retention, and superior results.

We report to our Board of Directors at least annually with respect to our human capital initiatives, including evaluations and analyses.

Attracting, nurturing, and retaining top-tier, diverse talent across our organization is essential to our long-term success.

An integral part of this process is our commitment to fair and attractive compensation practices.

We continue to utilize our compensation market data tool that enables us to access near real-time market insights.

This tool has been helpful in helping us to make informed decisions and adjust our salary ranges accordingly, helping us to remain competitive and attract and retain top talent.

By staying up-to-date with the latest trends in the job market, we seek to provide fair and competitive compensation packages to our associates.

We also conduct annual assessments of pay equity across various dimensions, such as gender, age, and ethnicity, for each job title.

Our compensation programs are designed to include performance-driven bonuses.

These metrics are presented annually to our executive leadership and Board of Directors for oversight purposes.

We firmly believe that frequent training is essential for associate job satisfaction, effectiveness, career progression, and retention.

New associates participate in a comprehensive two-day onboarding process that covers our culture, values, mission, and administrative procedures.

We offer a wide range of training opportunities tailored to individual needs.

These initiatives equip our associates with valuable skills for career advancement.

In 2023, our associates collectively invested 13,924 hours in training, averaging 10 hours per full time associate.

We also implemented improved controls around timely completion of required courses.

Certifications play a crucial role in career progression in the apartment industry.

We actively encourage our associates to pursue professional certifications that align with their interests and benefit the Company.

These certifications range from master's degree programs to certified property manager programs to technical licenses.

Additionally, in 2023, the Company hired a Vice President of Organizational Development and Succession Planning.

Organizational development and succession planning are critical components of the Company's long-term strategy as they help UDR to have the right talent in the right positions to drive success and growth.

We prioritize respect, fairness, and the promotion of diverse perspectives, which contribute to our Company's growth and success.

As of December 31, 2023, our workforce is comprised of 60% male and 40% female associates, with an ethnic composition of 53% White, 26% Hispanic/Latino, 13% Black, 2% Asian, and 6% Other.

Our management team (including resident services managers and more senior job classifications) reflects a gender balance of 57% male and 43% female, with an ethnic breakdown of 61% White and 39% non-White.

Over the three-year period ending December 31, 2023, 520 promotions occurred, with 48% of those promoted to resident services manager, director, or more senior job classifications being female and 26% non-White.

We provide resources, webinars, trainings, workshops, and tools to educate our associates on DEI-related topics.

Our commitment to promoting diversity and inclusion remains as we strive to create a healthy and diverse work environment and attract candidates from all backgrounds, ethnicities, and genders.

Throughout 2023, we placed greater emphasis on increasing associate engagement and focused efforts on achieving this goal.

We implemented a quarterly pulse survey program and several measures aimed at improving communication, making data-driven decisions, and promoting collaboration between our operations and corporate teams.

Centralizing information, creating an HR Monthly Newsletter, and initiating internal publications and recognition programs for associates were among the initiatives we undertook to facilitate better communication and foster a sense of community.

The quarterly pulse surveys we implemented in 2023 give us valuable insights into associate engagement, views on UDR culture, and work-life balance, among other key performance indicators.

| ​ | ​ | 2022 | | ​ | 2022 | |

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

As of February 8, 2023, we had 1,317 full-time associates and 9 part-time associates, all of whom were employed by UDR.

Of such number 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.

Recruiting and retaining our associates, as well as assisting them in their professional development, are critically important in successfully managing our business.

UDR’s culture is one based on innovation, inclusion, empowerment, adaptability, and execution, and understanding and maintaining our culture is fundamental to recruiting and retaining associates.

To that end, in 2020 we updated our culture statement and launched an associate facing culture website to ensure that our associates understand our culture and have an opportunity to participate in its evolution.

*​*

Attracting, developing, and retaining high-quality and diverse associates are critical to the long-term success of our Company.

Implementing fair, non-biased compensation practices is our starting point.

We also use various recruiting methods depending on job function, including an associate referral program, internet-based recruiting platforms, and third-party recruiting agencies.

With respect to compensation, we utilize market surveys and other third-party information when determining salary ranges, and we design our compensation programs to include bonus potential to incentivize performance.

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 evolving long-term Environmental, Social, and Governance (“ESG”) and People Strategy.

These results are provided annually to our Board of Directors.

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.

We believe that training is important to our associates’ job satisfaction, is essential to furthering their effectiveness, and helps in career advancement and associate retention, helping us to create a more efficient workforce.

Accordingly, we offer a wide variety of training opportunities.

These programs are designed to enable our associates to acquire skills that will be useful to them as they progress in their career.

In total, there are over 5,000 courses available to our associates.

In aggregate, our associates engaged in 16,267 hours of training in 2022, or an average of 13 hours per associate.

In addition, we enhanced our controls around required training to ensure that associates complete these courses in a timely manner.

Certifications are important in the apartment business, and we encourage our associates to become professionally certified in areas that interest them and are beneficial to the Company.

Certifications range from master’s degree programs to certified property manager programs, to technical licenses for HVAC systems, all of which equip our associates with knowledge and the potential for career-expansion opportunities.

Among other things, the performance review establishes the associate’s training plans for the upcoming year and provides feedback on career development for each associate.

In addition, we monitor associate turnover and take action when issues are identified if appropriate.

As of December 31, 2022, our total workforce is 60% male and 40% female.

The ethnicity of our workforce is 55% White, 26% Hispanic/Latino, 12% Black, 2% Asian and 5% Other.

“Other” includes: American Indian, Alaska Native, Native Hawaiian, Pacific Islander, Not Specified or two or more races.

As of December 31, 2022, our management team (associates with the title of community director or director and higher job classifications) is 57% male and 43% female.

The ethnicity of our management team is 61% White and 39% non-White.

Over the three-year period ending December 31, 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, 59% were female and 33% were non-White.

We conduct an associate engagement survey every two to three years, which surveys all associates on a variety of issues.

The results of our 2021 survey showed that 94% of associates feel that they can build relationships with colleagues, 89% of associates feel that they are treated fairly and 87% of associates feel that they can succeed and thrive at work.

UDR provides paid time off during specified, Company-wide volunteer days in 2022 and our associates responded with a 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 2021 and fully re-implement it in 2022.

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.

For the fiscal year ended December [removed: 31, 2022][added: 31, 2023]

The aggregate market value of the shares of common stock of UDR, Inc. held by non-affiliates on June 30, [removed: 2022] [added: 2023] was approximately [removed: $6.0] [added: $5.5] billion.

As of February [removed: 8, 2023,] [added: 16, 2024,] there were [removed: 329,165,608] [added: 329,224,105] 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: 2023] [added: 2024] Annual Meeting of Stockholders.

| [Item 1B. Unresolved Staff Comments](#Item1BUNRESOLVEDSTAFFCOMMENTS_896565) | [removed: 30] [added: 31] |

| [Item 2. Properties](#Item2PROPERTIES_95714) | [removed: 31] [added: 34] |

| [Item 3. Legal Proceedings](#Item3LEGALPROCEEDINGS_348868) | [removed: 31] [added: 34] |

| [Item 4. Mine Safety Disclosures](#Item4MINESAFETYDISCLOSURES_885915) | [removed: 31] [added: 34] |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MARKETFORREGISTRANTSCOMMONEQUITY_10) | [removed: 32] [added: 35] |

| [Item 6. \[Reserved\]](#Item6SELECTEDFINANCIALDATA_894695) | [removed: 34] [added: 37] |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 35] [added: 38] |

| [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](#Item7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 55] [added: 56] |

| [Item 8. Financial Statements and Supplementary Data](#Item8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [removed: 55] [added: 56] |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 55] [added: 56] |

| [Item 9A. Controls and Procedures](#Item9ACONTROLSANDPROCEDURES_165525) | [removed: 55] [added: 56] |

| [Item 9B. Other Information](#Item9BOTHERINFORMATION_382828) | [removed: 56] [added: 57] |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDISCLOSUREREGARDING) | [removed: 56] [added: 57] |

| [Item 10. Directors, Executive Officers and Corporate Governance](#Item10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 57] [added: 58] |

| [Item 11. Executive Compensation](#Item11EXECUTIVECOMPENSATION_1191) | [removed: 57] [added: 58] |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 57] [added: 58] |

| [Item 13. Certain Relationships and Related Transactions, and Director Independence](#Item13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 57] [added: 58] |

| [Item 14. Principal Accountant Fees and Services](#Item14PRINCIPALACCOUNTANTFEESANDSERVICES) | [removed: 57] [added: 58] |

| [Item 15. Exhibits, Financial Statement Schedules](#Item15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [removed: 58] [added: 59] |

| [Item 16. Form 10-K Summary](#Item16FORM10KSUMMARY_948218) | [removed: 66] [added: 67] |

Such forward-looking statements include, without limitation, statements concerning property acquisitions and dispositions, development activity and capital expenditures, capital raising activities, rent growth, [removed: occupancy,] [added: occupancy and] rental expense [removed: growth and expected or potential impacts of the novel coronavirus disease (“COVID-19”) pandemic.][added: growth.]

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

[removed: | |] ● [removed: |] the impact of inflation/deflation; [removed: |]

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

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

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

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

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

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

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

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

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

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

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

[removed: | |] ● [removed: |] the availability of capital and the stability of the capital markets; [removed: |]

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

| [Item 1C. Cybersecurity](#Item1CCYBERSECURITY) | 31 |

| ​ | ​ |

| | ● | We Face Risks Related to Inflation/Deflation. |

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

Given the prevalence of cybersecurity threats, cybersecurity represents a critical component of the Company’s overall approach to risk management.

The Company’s cybersecurity policies, standards and practices are integrated into the Company’s enterprise risk management (“ERM”) approach, and cybersecurity risks are among the core enterprise risks that are subject to oversight by the Company’s Board of Directors (the “Board”).

The Company’s cybersecurity policies, standards and practices are derived from recognized frameworks established by the National Institute of Standards and Technology (“NIST”) and other applicable industry standards, and the Company is working to obtain NIST certification.

Many members of the Company’s cybersecurity team are certified by and have received training from the International Information Security Consortium (“IISC”).

The Company generally approaches cybersecurity threats through a cross-functional, multilayered approach, with specific the goals of: (i) identifying, attempting to prevent and mitigating cybersecurity threats to the Company; (ii) preserving the confidentiality, security and availability of the information that we collect and store to use in our business; (iii) protecting the Company’s intellectual property; (iv) protecting personally identifiable data and maintaining the confidence of our customers, clients and business partners; and (v) providing appropriate public disclosure of cybersecurity risks and incidents when required.

_Risk Management and Strategy_

Consistent with overall ERM policies and practices, the Company’s cybersecurity program focuses on the following areas:

| | ● | Vigilance: The Company operates cybersecurity threat functions 24/7 with the specific goal of identifying, attempting to prevent and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with our established incident response and recovery plans. |

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

| | ● | Systems Safeguards: The Company deploys systems safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through ongoing vulnerability assessments and cybersecurity threat intelligence. |

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

| | ● | Collaboration: The Company utilizes collaboration mechanisms established with public and private entities, including intelligence and enforcement agencies, industry groups and third-party service providers, to identify, assess and respond to cybersecurity risks. |

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

| | ● | Third-Party Risk Management: The Company maintains a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. Third-party vendors are assessed against a standardized vendor risk assessment process before being engaged and the Company requests vendors to annually recertify that their security controls comply with established industry standards and applicable legal requirements. |

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

| | ● | Insider Threat Management: In order to try to mitigate cybersecurity threats to our systems, the Company attempts to provide associates with the minimum access to our systems required in order for a given associate to perform his or her assigned duties. We also perform reviews of access to both our administrative and financial systems as part of our annual compliance procedures, and, when duties and resources allow, rotate job responsibilities. |

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

| | ● | Training: Upon employment and at least annually thereafter the Company provides mandatory training for our associates regarding cybersecurity threats, which reinforces the Company’s information security policies, standards and practices, and such training is scaled to reflect the roles, responsibilities, and information systems access of such personnel. The Company’s cybersecurity team performs regular phishing tests for associates and provides remedial training for associates who fail such tests. In addition, members of our cybersecurity team received specialized cybersecurity training. |

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

| | ● | Incident Response and Recovery Planning: The Company has established and maintains incident response and recovery plans that address the Company’s response to a cybersecurity incident and the recovery from a cybersecurity incident, and such plans are assessed and evaluated on a regular basis. All meaningful cybersecurity incidents are reported to the Company’s legal department by our cybersecurity team. |

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

| | ● | Governance, Communication, Coordination and Disclosure: The Company utilizes a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from the Company’s technology, operations, legal, risk management, internal audit and other key business functions, third-party vendors and consultants, as well as the members of the Board and the Audit and Risk Management Committee of the Board (the “Audit Committee”) in an ongoing dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents when appropriate so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner. Our Senior Vice President – Chief Technology Officer reports on our cybersecurity posture to the Audit Committee quarterly and the Board is updated at least annually. |

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

A key part of the Company’s strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of the Company’s processes and practices through auditing, assessments, tabletop exercises, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures.

The Company engages third parties, including legal counsel, to perform assessments on our cybersecurity measures, including information security maturity assessments, penetration testing inclusive of our resident facing apps and devices, audits and independent reviews of our information security control environment and operating effectiveness.

The material results of such assessments, audits and reviews are reported to the Audit Committee and the Board, and the Company adapts its cybersecurity policies, standards, processes, and practices as necessary based on the information provided by the assessments, audits, and reviews.

In addition, in 2023 outside legal counsel conducted an exercise regarding preparation for cyber events attended by our Chairman and Chief Executive Officer, President and Chief Financial Officer and other members of senior management.

_Governance_

The Board, in coordination with the Audit Committee, oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that the Company’s management implements to address risks from cybersecurity threats.

The Board and the Audit Committee each receive presentations and reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, new tools and vendors being used by the Company related to cybersecurity, technological trends and information security considerations arising with respect to the Company’s peers and third parties.

The Board and the Audit Committee also receive information regarding any cybersecurity incident when appropriate, as well as ongoing updates regarding such incident until it has been addressed.

At least once each year the Board and the Audit Committee at least quarterly discuss the Company’s approach to cybersecurity risk management with the Company’s Chief Technology Officer.

The Company’s Chief Technology Officer is the member of the Company’s management that is principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company.

The Chief Technology Officer and our Vice President, Information Security work in coordination with the other members of the Information Security Management System Committee (“ISMS”), which includes department heads and IT personnel.

The Chief Technology Officer also provides monthly reports regarding

information technology including cybersecurity to our senior management including our Chairman and Chief Executive Officer, President and Chief Financial Officer, Senior Vice President – Chief Investment Officer, Senior Vice President – Operations, Senior Vice President – Chief Accounting Officer, Senior Vice President – Acquisitions and Dispositions, and Senior Vice President – General Counsel.

The Company’s Chief Technology Officer has served in various roles in information technology and information security for over 23 years.

The Chief Technology Officer holds an undergraduate degree in computer science and a master’s degree in business administration.

The Company’s Vice President, Information Security holds an undergraduate degree in computer science and management science, has attained a professional certification of Certified Information Systems Security Professional (CISSP) from the IISC and has served in various roles in information technology and information security for over 15 years.

In addition, our Vice President, Information Security is a member of InfraGard.

At December 31, [removed: 2022,] [added: 2023,] our consolidated apartment portfolio included [removed: 165] [added: 168] communities located in 21 markets, with a total of [removed: 54,999] [added: 55,550] completed apartment homes.

The table below set forth a summary of real estate portfolio by geographic market of the Company at December 31, [removed: 2022.][added: 2023.]

SUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, [removed: 2022][added: 2023]

| | (a) | As of December 31, [removed: 2022,] [added: 2023,] the Company was developing [removed: three] [added: two] wholly owned communities with a total of [removed: 715] [added: 415] apartment homes, of which [removed: 161] [added: 56] have been completed. |

| Orange County, CA | | 8 | | 4,305 | | 8.6 | % | $ | 1,371,309 | ​ | $ | — | ​ | $ | 318,539 | | 96.4 | % | 856 |

| San Francisco, CA | | 14 | | 3,309 | | 7.5 | % | | 1,209,227 | ​ | | 67,017 | ​ | | 365,436 | | 93.7 | % | 837 |

| Seattle, WA | | 14 | | 2,702 | | 6.9 | % | | 1,111,182 | ​ | | — | ​ | | 411,244 | | 97.2 | % | 859 |

| Monterey Peninsula, CA | | 7 | | 1,567 | | 1.2 | % | | 197,561 | ​ | | — | ​ | | 126,076 | | 95.6 | % | 728 |

| Los Angeles, CA | | 4 | | 1,225 | | 3.0 | % | | 482,945 | ​ | | — | ​ | | 394,241 | | 96.2 | % | 967 |

| Other Southern California | | 3 | | 821 | | 1.4 | % | | 224,842 | ​ | | — | ​ | | 273,864 | | 96.8 | % | 1,016 |

| Portland, OR | | 2 | | 476 | | 0.3 | % | | 56,055 | ​ | | — | ​ | | 117,763 | | 97.1 | % | 903 |

| Metropolitan D.C. | | 24 | | 9,119 | | 16.4 | % | | 2,633,863 | ​ | | 288,530 | ​ | | 288,832 | | 95.7 | % | 918 |

| Baltimore, MD | | 7 | | 2,221 | | 3.5 | % | | 562,075 | ​ | | 58,600 | ​ | | 253,073 | | 95.7 | % | 963 |

| Richmond, VA | | 4 | | 1,359 | | 1.0 | % | | 166,013 | ​ | | — | ​ | | 122,158 | | 96.9 | % | 1,017 |

| Boston, MA | | 12 | | 4,667 | | 12.2 | % | | 1,947,236 | ​ | | 323,350 | ​ | | 417,235 | | 96.7 | % | 994 |

| New York, NY | | 6 | | 2,318 | | 9.9 | % | | 1,584,275 | ​ | | — | ​ | | 683,466 | | 97.8 | % | 754 |

| Philadelphia, PA | ​ | 4 | ​ | 1,172 | ​ | 2.7 | % | ​ | 438,465 | ​ | ​ | — | ​ | ​ | 374,117 | ​ | 96.6 | % | 949 |

| Tampa, FL | | 11 | | 3,877 | | 4.2 | % | | 673,942 | ​ | | — | ​ | | 173,831 | | 96.7 | % | 995 |

| Orlando, FL | | 11 | | 3,493 | | 3.5 | % | | 559,956 | ​ | | — | ​ | | 160,308 | | 96.2 | % | 974 |

| Nashville, TN | | 8 | | 2,260 | | 1.6 | % | | 249,705 | ​ | | — | ​ | | 110,489 | | 96.2 | % | 933 |

| Other Florida | | 1 | | 636 | | 0.6 | % | | 95,798 | ​ | | — | ​ | | 150,626 | | 96.7 | % | 1,130 |

| Dallas, TX | | 19 | | 7,363 | | 8.0 | % | | 1,283,970 | ​ | | 476,227 | ​ | | 174,381 | | 96.6 | % | 845 |

| Austin, TX | | 6 | | 1,880 | | 2.0 | % | | 318,791 | ​ | | 67,044 | ​ | | 169,570 | | 95.9 | % | 891 |

| Denver, CO | | 2 | | 510 | | 1.6 | % | | 249,653 | ​ | | — | ​ | | 489,516 | | 93.5 | % | 861 |

| Total Operating Communities | | 167 | | 55,280 | | 96.1 | % | | 15,416,863 | ​ | | 1,280,768 | ​ | $ | 278,887 | | 96.2 | % | 908 |

| Real Estate Under Development (a) | | — | | 56 | | 1.0 | % | | 160,404 | ​ | | — | ​ | | | | | | |

| Land | | — | | — | | 1.5 | % | | 232,365 | ​ | | — | ​ | | | | | | |

| Held for Disposition | | 1 | | 214 | | 0.7 | % | | 105,999 | ​ | | — | ​ | | | | | | |

| Other | | — | | — | | 0.7 | % | | 108,228 | ​ | | (3,055) | ​ | | | | | | |

| Total Real Estate Owned | | 168 | | 55,550 | | 100.0 | % | $ | 16,023,859 | ​ | $ | 1,277,713 | ​ | | | | | | |

| 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 | ​ | | | | | | |

On February [removed: 8, 2023,] [added: 16, 2024,] there were [removed: 2,801] [added: 2,659] holders of record of the [removed: 329,165,608] [added: 329,224,105] outstanding shares of our common stock.

We have determined that, for federal income tax purposes, approximately [removed: 89%] [added: 88%] of the distributions for [removed: 2022] [added: 2023] represented ordinary income, 10% represented long-term capital gain and [removed: 1%] [added: 2%] represented unrecaptured section 1250 gain.

Distributions declared on the Series E for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] were [removed: $1.6456] [added: $1.8192] per share, or [removed: $0.4114] [added: $0.4548] per quarter, and [removed: $1.5700] [added: $1.6456] per share, or [removed: $0.3925] [added: $0.4114] per quarter, respectively.

At December 31, [removed: 2022,] [added: 2023,] a total of 2.7 million shares of the Series E were outstanding.

As of December 31, [removed: 2022,] [added: 2023,] a total of [removed: 12.1] [added: 11.9] million shares of the Series F were outstanding.

As of February [removed: 8, 2023,] [added: 16, 2024,] there were approximately [removed: 1,857] [added: 1,703] participants in the plan.

During the three months ended December 31, [removed: 2022,] [added: 2023,] 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.

The following table summarizes all of UDR’s repurchases of shares of common stock under this program during the quarter ended December 31, [removed: 2022] [added: 2023] (_shares in thousands_):

| November 1, [removed: 2022] [added: 2023] through November 30, [removed: 2022] [added: 2023] | — | ​ | | — | | [removed: —] [added: N/A] | | [removed: 12,650] [added: N/A] |

The graph assumes that $100 was invested on December 31, [removed: 2017,] [added: 2018,] in each of our common stock and the indices presented.

[removed: ][added: ]

| Index | | [removed: 12/31/2017 | |] 12/31/2018 | | 12/31/2019 | | 12/31/2020 | | 12/31/2021 | | 12/31/2022 | [added: | 12/31/2023 |]

| Beginning Balance | 2,973 | ​ | $ | 37.90 | | 2,973 | | 12,027 |

| October 1, 2023 through October 31, 2023 | — | ​ | | — | | — | | 12,027 |

| November 1, 2023 through November 30, 2023 | — | ​ | | — | | — | | 12,027 |

| December 1, 2023 through December 31, 2023 | — | ​ | | — | | — | | 12,027 |

| Balance as of December 31, 2023 | 2,973 | ​ | $ | 37.90 | | 2,973 | | 12,027 |

During the three months ended December 31, 2023, certain of our employees surrendered shares of common stock owned by them to satisfy their statutory federal and state tax obligations associated with the vesting of restricted shares of common stock issued under our 1999 Long-Term Incentive Plan (the “LTIP”).

The following table summarizes all of these repurchases during the three months ended December 31, 2023 (_shares in thousands_):

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | | ​ | ​ | | Total Number | | Maximum |

| ​ | ​ | ​ | ​ | ​ | ​ | of Shares | ​ | Number of |

| ​ | ​ | ​ | ​ | ​ | ​ | Purchased as | ​ | Shares that |

| ​ | Total | ​ | ​ | ​ | ​ | Part of | ​ | May Yet Be |

| ​ | Number of | ​ | Average | | ​ | Publicly | ​ | Purchased |

| ​ | Shares | ​ | Price Paid | | ​ | Announced Plans | ​ | Under the Plans |

| Period | Purchased | ​ | per Share (a) | | ​ | or Programs | ​ | or Programs |

| October 1, 2023 through October 31, 2023 | 2 | ​ | $ | 35.14 | | N/A | | N/A |

| December 1, 2023 through December 31, 2023 | 1 | ​ | | 38.29 | | N/A | | N/A |

| Total | 3 | ​ | $ | 36.50 | | | | |

| (a) | The price paid per share is based on the closing price of our common stock as of the date of the determination of the federal and state tax obligations. |

| --- | --- |

| UDR, Inc. | | 100.00 | | 121.48 | | 103.82 | | 167.27 | | 111.34 | | 114.81 |

| FTSE Nareit Equity Apartment Index | | 100.00 | | 126.32 | | 106.94 | | 174.97 | | 119.06 | | 126.05 |

| S&P 500 Index | | 100.00 | | 131.49 | | 155.68 | | 200.37 | | 164.08 | | 207.21 |

| FTSE Nareit Equity REITs Index | | 100.00 | | 126.00 | | 115.92 | | 166.04 | | 125.58 | | 142.83 |

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

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

The following discussion should be read in conjunction with [removed: our] [added: the] consolidated financial statements appearing elsewhere herein and is based primarily on [removed: our] [added: the] consolidated financial statements for the years ended December 31, [removed: 2022,] [added: 2023,] and [removed: 2021.][added: 2022.]

This section of this Form 10-K generally discusses [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] of UDR, Inc. Discussions of [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 2021.][added: 2022.]

Such forward-looking statements include, without limitation, statements concerning property acquisitions and dispositions, development activity and capital expenditures, capital raising activities, rent growth, [removed: occupancy,] [added: occupancy and] rental expense [removed: growth and expected or potential impacts of the novel coronavirus disease (“COVID-19”) pandemic.][added: growth.]

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

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

At December 31, [removed: 2022,] [added: 2023,] our consolidated real estate portfolio included [removed: 165] [added: 168] communities in 13 states plus the District of Columbia totaling [removed: 54,999] [added: 55,550] apartment homes.

In addition, we have an ownership interest in [removed: 9,099] [added: 10,045] completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including [removed: 6,262] [added: 5,618] 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: 2022,] [added: 2023,] was [removed: 47,360.][added: 51,368.]

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

Changes in estimates could affect our financial position or results of [removed: operations.]

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: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] were [removed: $31.3] [added: $23.2] million, [removed: $21.0] [added: $31.3] million, and [removed: $19.0] [added: $21.0] million, respectively.

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

Our estimates of fair value represent our best estimate based primarily upon unobservable inputs related to rental rates, [removed: operating costs, growth rates, discount rates, capitalization rates, industry trends and reference to market rates and transactions.]

Based on the net earnings reported for the year ended December 31, [removed: 2022] [added: 2023] 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: 2022:][added: 2023:]

| ​ | ​ | ​ | ​ | December 31, [removed: 2022] [added: 2023] | | | | | | ​ | Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | |

| Real Estate Held for Disposition (c) | | [removed: —] [added: 1] | | [removed: —] [added: 214] | | [removed: 0.1] [added: 0.7] | % | | [removed: 14,039] [added: 105,999] | | | ​ | | | ​ | | [removed: —] [added: 6,009] |

| Total Accumulated Depreciation | | | | | | | ​ | | [removed: (5,762,501)] [added: (6,267,830)] | | | ​ | | | ​ | | |

| Total Real Estate Owned, Net of Accumulated Depreciation | | | | | | | ​ | $ | [removed: 9,807,571] [added: 9,756,029] | | | ​ | | | ​ | | |

| (b) | As of December 31, [removed: 2022,] [added: 2023,] the Company was developing [removed: three] [added: two] wholly owned communities with a total of [removed: 715] [added: 415] apartment homes, of which [removed: 161] [added: 56] have been completed. |

| (c) | The [removed: retail component of a development] [added: Company had one] community located in [removed: Washington D.C.] [added: Arlington, Virginia that] met the criteria to be classified as held for disposition at December 31, [removed: 2022.] [added: 2023.] |

Our _Same-Store Communities_ segment represents those communities acquired, developed, and stabilized prior to January 1, [removed: 2021] [added: 2022] and held as of December 31, [removed: 2022.][added: 2023.]

During the year ended December 31, [removed: 2022,] [added: 2023,] the Company [removed: settled 4.4 million] [added: did not sell any] shares of common stock through its ATM [removed: program pursuant to the Company’s forward sales agreements described below.][added: program.]

As of December 31, [removed: 2022,] [added: 2023,] we had 14.0 million shares of common stock available for future issuance under the ATM program.

During the year ended December 31, [removed: 2022,] [added: 2023,] the Company repurchased [removed: 1.2] [added: 0.6] million shares of its common stock at an average price of [removed: $41.14] [added: $40.13] per share for total consideration of approximately [removed: $49.0] [added: $25.0] million under its share repurchase program.

During [removed: 2023,] [added: 2024,] we have approximately [removed: $1.2] [added: $97.6] million of secured debt maturing, inclusive of principal amortization, and [removed: $300.0] [added: $423.7] million of unsecured debt [removed: maturing, comprised solely of unsecured commercial paper.][added: maturing.]

[removed: We anticipate repaying the debt due in 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: 2022] [added: 2023] _(dollars in thousands):_

| Material Cash Requirements | | [removed: 2023] [added: 2024] | | | [removed: 2024-2025] [added: 2025-2026] | | | [removed: 2026-2027] [added: 2027-2028] | | | Thereafter | | | Total | |

| Letters of credit | ​ | | [removed: 2,617] [added: 2,235] | ​ | | [removed: —] [added: 76] | ​ | | — | ​ | | — | ​ | | [removed: 2,617] [added: 2,311] |

| (a) | Interest payments on variable rate debt instruments are based on each debt instrument’s respective year-end interest rate at December 31, [removed: 2022.] [added: 2023.] |

During [removed: 2022,] [added: 2023,] we incurred gross interest costs of [removed: $169.3] [added: $191.0] million, of which [removed: $13.4] [added: $10.1] million was capitalized.

The following tables present the summarized financial information for the Operating Partnership as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020.][added: 2021.]

| ​ | | [added: 2023 | | |] 2022 | | [added: ​] | 2021 | |

| Total real estate, net | | $ | [removed: 2,353,509] [added: 2,629,267] | | $ | [removed: 2,262,108] [added: 2,353,509] |

| Cash and cash equivalents | ​ | | [removed: 9] [added: 5] | ​ | | [removed: 21] [added: 9] |

| Operating lease right-of-use assets | ​ | | [removed: 195,296] [added: 191,673] | ​ | | [removed: 198,835] [added: 195,296] |

| Other assets | ​ | | [removed: 67,186] [added: 75,464] | ​ | | [removed: 96,553] [added: 67,186] |

| Total assets | | $ | [removed: 2,616,000] [added: 2,896,409] | | $ | [removed: 2,557,517] [added: 2,616,000] |

| Secured debt, net | ​ | $ | [removed: 187,537] [added: 377,262] | ​ | $ | [removed: 143,745] [added: 187,537] |

operations.

operating costs, growth rates, discount rates, capitalization rates, industry trends and reference to market rates and transactions.

| Orange County, CA | | 8 | | 4,305 | | 8.6 | % | $ | 1,370,945 | | 96.4 | % | $ | 3,013 | ​ | $ | 116,798 |

| San Francisco, CA | | 11 | | 2,780 | | 5.8 | % | ​ | 926,601 | | 96.5 | % | ​ | 3,490 | ​ | ​ | 79,700 |

| Seattle, WA | | 14 | | 2,702 | | 6.9 | % | | 1,101,692 | | 97.2 | % | | 2,817 | ​ | | 65,697 |

| Los Angeles, CA | | 4 | | 1,225 | | 3.0 | % | | 482,945 | | 96.2 | % | | 3,122 | ​ | | 31,952 |

| Monterey Peninsula, CA | | 7 | | 1,567 | | 1.2 | % | | 197,561 | | 95.6 | % | | 2,289 | ​ | | 31,798 |

| Other Southern California | | 3 | | 821 | | 1.4 | % | | 224,733 | | 96.8 | % | | 2,883 | ​ | | 20,542 |

| Portland, OR | | 2 | | 476 | | 0.3 | % | | 56,055 | | 97.1 | % | | 1,949 | ​ | | 7,833 |

| Metropolitan D.C. | | 23 | | 8,819 | | 15.4 | % | | 2,473,552 | | 97.2 | % | | 2,298 | ​ | | 162,251 |

| Baltimore, MD | | 7 | | 2,221 | | 3.5 | % | | 562,075 | | 95.7 | % | | 1,898 | ​ | | 32,610 |

| Richmond, VA | | 4 | | 1,359 | | 1.0 | % | | 166,013 | | 96.9 | % | | 1,827 | ​ | | 21,518 |

| Boston, MA | | 11 | | 4,234 | | 10.9 | % | | 1,724,245 | | 96.7 | % | | 3,145 | ​ | | 111,009 |

| New York, NY | | 6 | | 2,318 | | 9.8 | % | | 1,573,293 | | 97.8 | % | | 4,640 | ​ | | 73,093 |

| Philadelphia, PA | ​ | 3 | ​ | 972 | ​ | 2.3 | % | ​ | 372,000 | ​ | 96.8 | % | ​ | 2,552 | ​ | ​ | 20,145 |

| Tampa, FL | | 11 | | 3,877 | | 4.2 | % | | 673,742 | | 96.7 | % | | 2,118 | ​ | | 63,085 |

| Orlando, FL | | 11 | | 3,493 | | 3.5 | % | | 559,956 | | 96.2 | % | | 1,914 | ​ | | 53,283 |

| Nashville, TN | | 8 | | 2,260 | | 1.6 | % | | 249,705 | | 96.2 | % | | 1,760 | ​ | | 33,664 |

| Other Florida | | 1 | | 636 | | 0.6 | % | | 95,798 | | 96.7 | % | | 2,350 | ​ | | 12,058 |

| Dallas, TX | | 14 | | 5,813 | | 6.1 | % | | 983,508 | | 96.7 | % | | 1,777 | ​ | | 76,557 |

| Austin, TX | | 4 | | 1,272 | | 1.2 | % | | 193,911 | | 96.3 | % | | 1,924 | ​ | | 17,585 |

| Denver, CO | ​ | 1 | ​ | 218 | ​ | 0.9 | % | ​ | 147,523 | ​ | 95.7 | % | ​ | 3,587 | ​ | ​ | 6,515 |

| Total/Average Same-Store Communities | | 153 | | 51,368 | | 88.2 | % | | 14,135,853 | | 96.7 | % | $ | 2,502 | ​ | | 1,037,693 |

| Non-Mature, Commercial Properties & Other | | 14 | | 3,912 | | 10.1 | % | | 1,621,603 | | | ​ | | | ​ | | 71,455 |

| Total Real Estate Held for Investment | | 167 | | 55,280 | | 98.3 | % | | 15,757,456 | | | ​ | | | ​ | | 1,109,148 |

| Real Estate Under Development (b) | | — | | 56 | | 1.0 | % | | 160,404 | | | ​ | | | ​ | | (387) |

| Total Real Estate Owned | | 168 | | 55,550 | | 100.0 | % | | 16,023,859 | | | ​ | | | ​ | $ | 1,114,770 |

We anticipate repaying the debt due in 2024 with cash

| Long-term debt obligations | ​ | $ | 521,297 | ​ | $ | 579,843 | ​ | $ | 1,123,449 | ​ | $ | 3,584,491 | ​ | $ | 5,809,080 |

| Interest on debt obligations (a) | ​ | | 171,344 | ​ | | 318,937 | ​ | | 243,384 | ​ | | 236,674 | ​ | | 970,339 |

| Ground leases (b) | ​ | | 12,442 | ​ | | 24,884 | ​ | | 24,884 | ​ | | 405,452 | ​ | | 467,662 |

| ​ | ​ | $ | 707,318 | ​ | $ | 923,740 | ​ | $ | 1,391,717 | ​ | $ | 4,226,617 | ​ | $ | 7,249,392 |

| ​ | | 2023 | | | 2022 | |

In February 2023, the Company took title to a 136 apartment home operating community located in San Francisco, California, through a foreclosure proceeding.

The community was previously owned by a consolidated joint venture of the Company.

(See Note 5, _Joint Ventures and Partnerships_ for more information).

In August 2023, the Company acquired a portfolio of six operating communities totaling 1,753 apartment homes, which included four operating communities in Dallas, Texas and two operating communities in Austin, Texas, for a purchase price of $354.6 million.

The Company acquired the portfolio with a combination of cash, the assumption of six mortgage loans with an outstanding principal balance of approximately $209.4 million (fair value of $191.7 million), and the issuance of 3.6 million OP Units to the seller valued at $141.4 million.

The OP Units were valued based on the closing price per share of UDR’s common stock on the date of acquisition in accordance with GAAP.

In January 2023, the Company sold the retail component of a development community located in Washington D.C. for gross proceeds of approximately $14.4 million, resulting in a gain of less than $0.1 million.

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

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) |

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

COVID-19 Update

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 June 2022, the Company settled all 4.4 million shares under the outstanding forward sales agreements under its ATM program at a weighted average forward price per share of $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 over the term of the agreements and commissions paid to sales agents of approximately $7.5 million, for net proceeds of $230.9 million.

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

The actual forward price per share received by the Company upon settlement was determined on the applicable settlement 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 agreements.

During the year ended December 31, 2022, the Company settled all 7.0 million shares under the forward sales agreements at a weighted average forward price per share of $57.07, which is inclusive of adjustments made to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock, for net proceeds of $399.5 million.

As described above, during the year ended December 31, 2022, the Company settled 11.4 million shares in aggregate under previously announced forward sales agreements, including under the ATM program, for net proceeds of $630.4 million.

Aggregate net proceeds from such forward sales, after deducting related expenses, were $629.6 million.

| Long-term debt obligations | ​ | $ | 301,242 | ​ | $ | 315,199 | ​ | $ | 1,005,604 | ​ | $ | 3,854,236 | ​ | $ | 5,476,281 |

As of December 31, [removed: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

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: 2022,] [added: 2023,] is included under the heading “Report of Independent Registered Public Accounting Firm” of UDR, Inc. contained in this Report.

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K_._

None_._

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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting of Stockholders.

| 10.01* | | [UDR, Inc. 1999 Long-Term Incentive Plan (as amended and restated [removed: May 27, 2021)](https://www.sec.gov/Archives/edgar/data/74208/000007420821000062/udr-20210527ex101f79311.htm).] [added: February 19, 2024)](https://www.sec.gov/Archives/edgar/data/74208/000007420824000011/udr-20231231xex10d01.htm).] | ​ | [removed: Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated May 27, 2021 and filed with the SEC on June 1, 2021.] [added: Filed herewith.] |

| [removed: 10.22] [added: 10.23] | ​ | [Class 1 Performance LTIP Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex102275133.htm). | ​ | Exhibit 10.22 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020. |

| [removed: 10.23] [added: 10.24] | ​ | [Class 2 Performance LTIP Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex1023e2e7b.htm). | ​ | Exhibit 10.23 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020. |

| [removed: 10.24] [added: 10.25] | ​ | [Class 2 Performance LTIP Unit Award Agreement, STI](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex1024d4ea2.htm). | ​ | Exhibit 10.24 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020. |

| [removed: 10.25] [added: 10.26] | ​ | [Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of February 23, 2004.](http://www.sec.gov/Archives/edgar/data/74208/000103570404000111/d13216exv10w23.txt) | ​ | Exhibit 10.23 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003. |

| [removed: 10.26] [added: 10.27] | ​ | [First Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of June 24, 2005.](http://www.sec.gov/Archives/edgar/data/74208/000103570405000429/d27563exv10w06.htm) | ​ | Exhibit 10.06 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005. |

| [removed: 10.27] [added: 10.28] | ​ | [Second Amendment to the Amended and Restated Agreement of Limited Partnership of United [removed: Dominion Realty, L.P. dated as of February 23, 2006.](http://www.sec.gov/Archives/edgar/data/74208/000103570406000344/d35953exv10w6.htm)] [added: Dominion](http://www.sec.gov/Archives/edgar/data/74208/000103570406000344/d35953exv10w6.htm)] | ​ | Exhibit 10.6 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2006.] |

| [removed: 10.28] [added: 10.29] | ​ | [Third Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of February 2, 2007.](http://www.sec.gov/Archives/edgar/data/74208/000095012309056760/c91753exv99w1.htm) | ​ | Exhibit 99.1 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009. |

| [removed: 10.29] [added: 10.30] | ​ | [Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of December 27, 2007.](http://www.sec.gov/Archives/edgar/data/74208/000095013408003462/d53793exv10w25.htm) | ​ | Exhibit 10.25 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007. |

| [removed: 10.30] [added: 10.31] | ​ | [Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of March 7, 2008.](http://www.sec.gov/Archives/edgar/data/74208/000095013409003865/d66511exv10w53.htm) | ​ | Exhibit 10.53 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008. |

| [removed: 10.31] [added: 10.32] | ​ | [Sixth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of December 9, 2008.](http://www.sec.gov/Archives/edgar/data/74208/000095012308017282/d65492exv10w1.htm) | ​ | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated December 9, 2008 and filed with the Commission on December 10, 2008. |

| [removed: 10.32] [added: 10.33] | ​ | [Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of March 13, 2009.](http://www.sec.gov/Archives/edgar/data/74208/000129993309001275/exhibit1.htm) | ​ | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated March 18, 2009 and filed with the Commission on March 19, 2009. |

| [removed: 10.33] [added: 10.34] | ​ | [Eighth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of November 17, 2010.](http://www.sec.gov/Archives/edgar/data/74208/000129993310004123/exhibit1.htm) | ​ | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated and filed with the Commission on November 18, 2010. |

| [removed: 10.34] [added: 10.35] | ​ | [Ninth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of December 4, 2015.](http://www.sec.gov/Archives/edgar/data/74208/000007420815000111/ex101-12042015xninthamendm.htm) | ​ | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated December 4, 2015 and filed with the Commission on December 10, 2015. |

| [removed: 10.35] [added: 10.36] | ​ | [Tenth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of October 29, 2018](http://www.sec.gov/Archives/edgar/data/74208/000007420818000089/c208-20180930ex3186065fb.htm). | ​ | Exhibit 3.18 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. |

| [removed: 10.36] [added: 10.37] | ​ | [Eleventh Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of December 16, 2020](https://www.sec.gov/Archives/edgar/data/74208/000007420820000105/udr-20201216ex101f47733.htm). | ​ | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated and filed with the Commission on December 16, 2020. |

| [removed: 10.37] [added: 10.38] | ​ | [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. |

| [removed: 10.38] [added: 10.39] | ​ | [Form of UDR, Inc. Stock Option Agreement](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231ex1037924c9.htm). | ​ | 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/74208/000007420823000007/udr-20221231xex21.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420824000011/udr-20231231xex21.htm)] | ​ | Filed herewith. |

| 23.1 | | [Consent of Independent Registered Public Accounting Firm for UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420823000007/udr-20221231xex23d1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420824000011/udr-20231231xex23d1.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/74208/000007420823000007/udr-20221231xex31d1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420824000011/udr-20231231xex31d1.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/74208/000007420823000007/udr-20221231xex31d2.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420824000011/udr-20231231xex31d2.htm)] | ​ | Filed herewith. |

| 32.1 | ​ | [Section 1350 Certification of the Chief Executive Officer of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420823000007/udr-20221231xex32d1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420824000011/udr-20231231xex32d1.htm)] | ​ | Filed herewith. |

| 32.2 | ​ | [Section 1350 Certification of the Chief Financial Officer of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420823000007/udr-20221231xex32d2.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420824000011/udr-20231231xex32d2.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: 2022,] [added: 2023,] 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. |

| 10.22 | ​ | [Amendment No. 4, dated February 14, 2023, to the Third Amended and Restated Distribution Agreement, dated September 1, 2011 and as amended July 29, 2014, April 27, 2017 and May 7, 2020](https://www.sec.gov/Archives/edgar/data/74208/000007420823000020/udr-20230214xex1d2.htm). | ​ | Exhibit 1.2 to UDR, Inc.’s Current Report on Form 8-K dated and filed with the Commission on February 14, 2023. |

| | | [Realty, L.P. dated as of February 23, 2006.](http://www.sec.gov/Archives/edgar/data/74208/000103570406000344/d35953exv10w6.htm) | | 2006. |

| ​ | ​ | ​ | ​ | ​ |

| 97.1 | | [UDR, Inc. Recoupment Policy](https://www.sec.gov/Archives/edgar/data/74208/000007420824000011/udr-20231231xex97d1.htm). | ​ | Filed herewith. |

| ​ | | ​ | ​ | ​ |

| Date: February [removed: 13, 2023] [added: 20, 2024] | 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: 13, 2023] [added: 20, 2024] by the following persons on behalf of the registrant and in the capacities indicated.

| [Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021](#BALANCESHEETS_439565)] [added: 2022](#BALANCESHEETS_439565)] | F-5 |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#STATEMENTSOFOPERATIONS_417018)] [added: 2021](#STATEMENTSOFOPERATIONS_417018)] | F-6 |

| [Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#COMPREHENSIVEINCOMELOSS_987542)] [added: 2021](#COMPREHENSIVEINCOMELOSS_987542)] | F-7 |

| [Consolidated Statements of Changes in Equity for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#CHANGESINEQUITY_994858)] [added: 2021](#CHANGESINEQUITY_994858)] | F-8 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#CASHFLOWS_264688)] [added: 2021](#CASHFLOWS_264688)] | F-9 |

We have audited the accompanying consolidated balance sheets of UDR, Inc. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and the financial statement schedule listed in the [removed: 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 13, 2023] [added: 20, 2024] expressed an unqualified opinion thereon.

| _Description of the Matter_ | At December 31, [removed: 2022,] [added: 2023,] the Company’s real estate owned, net and investment in and advances to unconsolidated joint ventures, net were approximately $9.8 billion and [removed: $754.4] [added: $952.9] 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: 2022,] [added: 2023,] the Company did not recognize an impairment related to real estate |

| _Description of the Matter_ | During [removed: 2022,] [added: 2023,] 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: $236.5] [added: $354.6] 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, and market rental rates. |

We have audited UDR, Inc.’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes, and the financial statement schedule listed in the accompanying Index at Item 15(a) and our report dated February [removed: 13, 2023] [added: 20, 2024] expressed an unqualified opinion thereon.

| [removed: ​] [added: ​] | | [added: 2023 | | ​ |] 2022 | | [added: ​] | 2021 | |

| Real estate held for investment | ​ | $ | [removed: 15,365,928] [added: 15,757,456] | ​ | $ | [removed: 14,352,234] [added: 15,365,928] |

| Less: accumulated depreciation | ​ | | [removed: (5,762,205)] [added: (6,242,686)] | ​ | | [removed: (5,136,589)] [added: (5,762,205)] |

| Real estate held for investment, net | ​ | | [removed: 9,603,723] [added: 9,514,770] | ​ | | [removed: 9,215,645] [added: 9,603,723] |

| Real estate under development (net of accumulated depreciation of [removed: $296] [added: $184] and [removed: $507,] [added: $296,] respectively) | ​ | | [removed: 189,809] [added: 160,220] | ​ | | [removed: 388,062] [added: 189,809] |

| Real estate held for disposition (net of accumulated depreciation of [removed: $0] [added: $24,960] and $0, respectively) | ​ | | [removed: 14,039] [added: 81,039] | ​ | | [removed: —] [added: 14,039] |

| Total real estate owned, net of accumulated depreciation | ​ | | [removed: 9,807,571] [added: 9,756,029] | ​ | | [removed: 9,603,707] [added: 9,807,571] |

| Cash and cash equivalents | [removed: ​] [added: ​] | [added: $] | [removed: 1,193] [added: 2,922] | ​ | [added: $] | [added: 1,193 | ​ | $ |] 967 |

| Restricted cash | [added: ​ |] ​ | [added: 31,944] | [removed: 29,001] [added: ​] | ​ | [added: 29,001] | [added: ​ | ​ |] 27,451 |

| Notes receivable, net [added: (b)] | [removed: ​] [added: ​] | [added: $] | [removed: 54,707] [added: 54,707] | ​ | [added: $] | [removed: 26,860] [added: 55,514] | [added: ​ | $ | — | ​ | $ | — | ​ | $ | 55,514 |]

| Investment in and advances to unconsolidated joint ventures, net | ​ | | [removed: 754,446] [added: 952,934] | ​ | | [removed: 702,461] [added: 754,446] |

| Operating lease right-of-use assets | ​ | ​ | [removed: 194,081] [added: 190,619] | ​ | ​ | [removed: 197,463] [added: 194,081] |

| Other assets | ​ | | [removed: 197,471] [added: 209,969] | ​ | | [removed: 216,311] [added: 197,471] |

| Total assets | ​ | $ | [removed: 11,038,470] [added: 11,373,242] | ​ | $ | [removed: 10,775,220] [added: 11,038,470] |

| Secured debt, net | ​ | $ | [removed: 1,052,281] [added: 1,277,713] | ​ | $ | [removed: 1,057,380] [added: 1,052,281] |

| Unsecured debt, net | ​ | | [removed: 4,435,022] [added: 4,520,996] | ​ | | [removed: 4,355,407] [added: 4,435,022] |

| Operating lease liabilities | ​ | ​ | [removed: 189,238] [added: 185,836] | ​ | ​ | [removed: 192,488] [added: 189,238] |

| Real estate taxes payable | ​ | | [removed: 37,681] [added: 47,107] | ​ | | [removed: 33,095] [added: 37,681] |

| Accrued interest payable | ​ | | [removed: 46,671] [added: 47,710] | ​ | | [removed: 45,980] [added: 46,671] |

| Security deposits and prepaid rent | ​ | | [removed: 51,999] [added: 50,528] | ​ | | [removed: 55,441] [added: 51,999] |

| Distributions payable | ​ | | [removed: 134,213] [added: 149,600] | ​ | | [removed: 124,729] [added: 134,213] |

| Accounts payable, accrued expenses, and other liabilities | ​ | | [removed: 153,220] [added: 141,311] | ​ | | [removed: 136,954] [added: 153,220] |

| Total liabilities | ​ | | [removed: 6,100,325] [added: 6,420,801] | ​ | | [removed: 6,001,474] [added: 6,100,325] |

| Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership [added: at beginning of year] | [removed: ​] | [added: $] | 839,850 | [removed: ​] | [added: $] | 1,299,442 |

| Preferred stock, no par value; 50,000,000 shares authorized at December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021:] [added: 2022:] | ​ | | | ​ | | |

February 20, 2024

February 20, 2024

| ​ | | 2023 | | | 2022 | |

| Cash and cash equivalents | ​ | | 2,922 | ​ | | 1,193 |

| Restricted cash | ​ | | 31,944 | ​ | | 29,001 |

| Balance at December 31, 2023 | ​ | $ | 44,615 | ​ | $ | 3,290 | ​ | $ | 7,493,217 | ​ | $ | (3,554,892) | ​ | $ | 4,914 | ​ | $ | 210 | ​ | $ | 3,991,354 |

| Proceeds from sale of equity securities | ​ | ​ | 14,471 | ​ | ​ | — | ​ | ​ | — |

| Contribution of operating properties to unconsolidated joint venture | ​ | ​ | 258,056 | ​ | ​ | — | ​ | ​ | — |

| Transfer of preferred equity investment to note receivable | ​ | ​ | 73,453 | ​ | ​ | — | ​ | ​ | — |

DECEMBER 31, 2023

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, _Income Taxes (Topic 740)_ _–_ _Improvements to Income Tax Disclosures_, which requires disclosure enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid.

The ASU is effective for the Company for the year ended December 31, 2025.

The Company is currently evaluating the effect that the ASU will have on the consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07_,_ _Segment Reporting (Topic 280) – Improvements to Reportable Segments Disclosures_.

ASU 2023-07 requires expanded disclosures of a public entity’s reportable segments, and requires more enhanced information regarding a reportable segment’s expenses on an interim and annual basis.

The ASU is effective for the Company for the year ended December 31, 2024, and interim periods commencing in 2025.

Early adoption is permitted.

The Company is currently evaluating the effect that the ASU will have on the consolidated financial statements and related disclosures.

DECEMBER 31, 2023

During the years ended December 31, 2023,

DECEMBER 31, 2023

DECEMBER 31, 2023

Operations.

| ​ | ​ | 2023 | ​ | 2023 | | ​ | 2022 | |

| Notes due October 2024 (b) | ​ | 10.50 | % | $ | 98,271 | ​ | $ | — |

| (a) | Outstanding note amounts include any accrued and unpaid interest, as applicable. |

| (b) | In June 2023, the Company amended the agreement for a preferred equity investment in a joint venture that owns a 471 apartment home operating community located in Philadelphia, Pennsylvania, which resulted in the Company’s investment, inclusive of accrued preferred return, being classified as a note receivable. In connection with the amendment, the Company also advanced $20.0 million to the joint venture, which is also classified as a note receivable (collectively the “Notes”) and was used to pay down the senior construction loan in connection with an extension of the maturity date of the senior construction loan to January 2024. Furthermore, the contractual interest rate on the Notes increased to 9.5% (previously 8.5%) in exchange for eliminating the Company’s upside participation in the joint venture. Interest payments accrue monthly and are due at maturity, but can be paid earlier. The Notes had an original scheduled maturity date in October 2023, with three one-year extension options. In September 2023, the developer extended the maturity date to October 2024. Commencing in October 2023, the |

DECEMBER 31, 2023

| | contractual interest rate on the Notes increased to 10.5% when the developer exercised its option to extend the maturity date of the Notes. (See Note 5, _Joint Ventures and Partnerships_ for further discussion.) In January 2024, the joint venture extended the senior construction loan from January 2024 to April 2024. |

DECEMBER 31, 2023

preferential returns; nature of our partner’s primary operations; and the degree, if any, of disproportionality between the economic and voting interests of the entity.

Deferred tax assets and liabilities are measured

DECEMBER 31, 2023

DECEMBER 31, 2023

generally the vesting period.

DECEMBER 31, 2023

considered indexed to the entity’s own stock and the contract requires or permits the issuing entity to settle the contract in shares (either physically or net in shares).

Lease Receivables

As of December 31, 2023, the Company’s multifamily tenant lease receivables balance, net of its reserve, was approximately $9.0 million, including its share from unconsolidated joint ventures.

The Company’s retail tenant lease receivables balance (exclusive of straight-line rent receivables), net of its reserve, was approximately $0.3 million, including its share from unconsolidated joint ventures, as of December 31, 2023.

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

| --- | --- |

February 13, 2023

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Balance at December 31, 2019 | ​ | $ | 46,201 | ​ | $ | 2,946 | ​ | $ | 5,781,975 | ​ | $ | (2,462,132) | ​ | $ | (10,448) | ​ | $ | 30,772 | ​ | $ | 3,389,314 |

| Cumulative effect upon adoption of ASC 326 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2,182) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2,182) |

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

| Long Term Incentive Plan Unit grants/(vestings), net | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (31,220) | ​ | ​ | (31,220) |

| Net proceeds from the issuance of unsecured debt | ​ | | — | ​ | | 511,552 | ​ | | 959,419 |

| Acquisition of intellectual property in exchange for cancellation of secured note receivable | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,250 |

| Cash and cash equivalents | ​ | $ | 967 | ​ | $ | 1,409 | ​ | $ | 8,106 |

| Restricted cash | ​ | ​ | 27,451 | ​ | ​ | 22,762 | ​ | ​ | 25,185 |

DECEMBER 31, 2022

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, _Reference Rate Reform (Topic 848)_.

ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.

The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur.

During the first quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

Application of these expedients preserves the presentation of derivatives consistent with past presentation.

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.

The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

The ASU has not had a material impact on the consolidated financial statements and the Company does not expect the ASU to have a material impact on the consolidated financial statements on a prospective basis.

support costs for personnel working on the capital projects.

| Note due May 2022 (a) | ​ | N/A | ​ | $ | — | ​ | $ | 2,760 |

| Allowance for credit losses | ​ | ​ | ​ | ​ | (275) | ​ | ​ | (135) |

| (a) | The Company previously had a secured note with an unaffiliated third party with an aggregate commitment of $2.8 million. The note was secured by a parcel of land located in Kissimmee, Florida. In March 2022, the unaffiliated third party repaid the $2.8 million secured note in full. |

| (b) | The Company has a secured note with an unaffiliated third party with an aggregate commitment of $31.4 million. During 2022, the terms of this secured note were amended to increase the aggregate commitment from $25.4 million |

If we

Impact of COVID-19 Pandemic

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.

As a result of its analysis, the Company reduced its reserve to approximately $8.7 million for multifamily tenant lease receivables and reduced its reserve to approximately $4.3 million for retail tenant lease receivables (inclusive of $3.2 million of reserves on straight-line lease receivables) for its wholly-owned communities and communities held by joint ventures during the year ended December 31, 2022.

In aggregate, the reduction in reserve is reflected as a $6.0 million increase to _Rental income_ and a $0.5 million increase to _Income/(loss) from unconsolidated entities_ on the Consolidated Statements of Operations for the year ended December 31, 2022.

During the year ended December 31, 2021, the Company reduced its reserve to approximately $13.2 million for multifamily tenant lease receivables and increased its reserve to approximately $6.1 million for retail tenant lease receivables (inclusive of $4.0 million of reserves on straight-line lease receivables) for its wholly-owned communities and communities held by joint ventures.

In aggregate, the reduction in reserve is reflected as a $0.1 million increase to _Rental income_ and a $0.1 million increase to _Income/(loss) from unconsolidated entities_ on the Consolidated Statements of Operations for the year ended December 31, 2021.

The impact to deferred leasing commissions was not material for the years ended December 31, 2022 and 2021.

The Company did not recognize any other adjustments to the carrying amounts of assets or asset impairment charges due to the COVID-19 pandemic for the years ended December 31, 2022, 2021 and 2020.

As a