UDR (UDR) 10-K risk factor changes: FY2024 vs FY2023

At December 31, [removed: 2023,] [added: 2024,] our consolidated real estate portfolio consisted of [removed: 168] [added: 169] communities located in 21 markets, consisting of [removed: 55,550] [added: 55,696] 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: 10,045] [added: 10,860] completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including [removed: 5,618] [added: 6,436] apartment homes owned by entities in which we hold preferred equity investments.

In [removed: 2023,] [added: 2024,] we declared total distributions of [removed: $1.68] [added: $1.70] per common share and paid dividends of [removed: $1.64] [added: $1.695] per common share.

| First Quarter | ​ | $ | [removed: 0.4200] [added: 0.4250] | ​ | $ | [removed: 0.3800] [added: 0.4200] |

| Second Quarter | ​ | | [removed: 0.4200] [added: 0.4250] | ​ | | [removed: 0.4200] [added: 0.4250] |

| Third Quarter | ​ | | [removed: 0.4200] [added: 0.4250] | ​ | | [removed: 0.4200] [added: 0.4250] |

| Fourth Quarter | ​ | | [removed: 0.4200] [added: 0.4250] | ​ | | [removed: 0.4200] [added: 0.4250] |

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: 189.9] [added: 189.8] million units in the Operating Partnership (“OP Units”) outstanding, of which [removed: 176.4] [added: 176.6] million OP Units (including 0.1 million of general partnership units), or [removed: 92.9%,] [added: 93.0%,] were owned by UDR and [removed: 13.5] [added: 13.2] million OP Units, or [removed: 7.1%,] [added: 7.0%,] were owned by outside limited partners.

As of December 31, [removed: 2023,] [added: 2024,] there were 32.4 million units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which [removed: 21.4] [added: 23.0] million, or [removed: 66.0%,] [added: 71.0%,] were owned by UDR and its subsidiaries and [removed: 11.0] [added: 9.4] million, or [removed: 34.0%,] [added: 29.0%,] were owned by outside limited partners.

As of December 31, [removed: 2023,] [added: 2024,] our [removed: team at UDR comprises 1,397] [added: Company had 1,419] full-time associates and 13 part-time associates, all of whom are dedicated to the success of our organization.

Within this workforce, [removed: 991] [added: 1,007] associates are focused on roles directly associated with our communities, while the remaining associates contribute to various corporate functions.

Our commitment [removed: 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 [added: and committed] workforce that fuels our growth and talent retention.

This dedication to our UDR [removed: culture] [added: culture, values,] and [removed: values] [added: behaviors] directly influences improved engagement, productivity, and the overall success of our organization.

By prioritizing and enhancing the associate experience, we [removed: hope] [added: aim] to enhance engagement levels, leading to increased customer satisfaction, higher employee [added: retention, and superior results.]

[removed: This tool has been helpful in helping us] [added: We continue] to [added: utilize general market, as well as industry and geographically specific public compensation data to] make informed decisions and adjust our salary ranges accordingly, [removed: helping us to] [added: so we can] remain competitive and attract and retain top talent.

[removed: By staying up-to-date] [added: We seek to stay up to date] with the latest trends in the job [removed: market, we seek] [added: market in order] to provide fair and competitive compensation packages [removed: to] [added: for] our associates.

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

We firmly believe that [removed: frequent training] [added: ongoing development] is essential for associate job satisfaction, effectiveness, career progression, and retention.

[removed: We] [added: In addition, we] offer a wide range of training opportunities tailored to individual needs.

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

In [removed: 2023,] [added: 2024,] our associates collectively invested [removed: 13,924] [added: 38,225] hours in training, averaging [removed: 10] [added: 27] hours per full time associate.

By the end of [removed: 2023, 95%] [added: 2024, 90%] of associates had completed annual [removed: technology] IT security training, [removed: while 95% had completed] fair housing, harassment, [added: workplace violence,] diversity and inclusion, and business ethics training.

These certifications range from master's degree programs to certified property manager programs [removed: to] [added: or] technical licenses.

As of December 31, [removed: 2023,] [added: 2024,] our workforce is comprised of [removed: 60%] [added: 61%] male and [removed: 40%] [added: 39%] female associates, with an ethnic composition of [removed: 53%] [added: 51%] White, [removed: 26%] [added: 27%] Hispanic/Latino, 13% Black, [removed: 2%] [added: 3%] Asian, and 6% Other.

Our management team (including resident services managers and more senior job classifications) reflects a gender balance of [removed: 57%] [added: 59%] male and [removed: 43%] [added: 41%] female, with an ethnic breakdown of [removed: 61%] [added: 60%] White and [removed: 39%] [added: 40%] non-White.

Over the three-year period ending December 31, [removed: 2023, 520] [added: 2024, 533] promotions occurred, with [removed: 48%] [added: 45%] of those promoted to resident services manager, director, or more senior job classifications being female and [removed: 26%] [added: 42%] non-White.

[removed: We implemented a] [added: Throughout 2024, we listened to our associates through] quarterly pulse [removed: survey program] [added: surveys,] and [added: leveraging associate feedback implemented] several measures aimed at improving communication, making data-driven decisions, and promoting collaboration between our operations and corporate teams.

[removed: In 2023,] [added: Through the policy,] UDR provided [removed: 1,041] [added: 1,050] hours of paid time off to associates for volunteer work with over [removed: 20] [added: 30] local organizations.

Our commitment to associate benefits is underscored by a third-party benefits survey, conducted in [removed: 2023,] [added: 2024,] where [removed: 77%] [added: 84%] of respondents [added: stated they understood their benefits and 64%] believed that UDR offered [removed: benefits meeting their needs.][added: a benefit package that is satisfactory relative to other companies in the industry.]

Our S_ame-Store Communities_ segment represents those communities acquired, developed, and stabilized prior to January 1, [removed: 2022,] [added: 2023,] and held as of December 31, [removed: 2023.][added: 2024.]

| | ● | empower [removed: site] [added: our] associates to manage our communities efficiently and [removed: effectively;] [added: effectively to improve resident satisfaction;] |

● In July [removed: 2023,] [added: 2024,] the Company marked its [removed: 51st] [added: 52nd] year as a REIT and, in October [removed: 2023,] [added: 2024,] paid its [removed: 204th] [added: 208th] consecutive quarterly dividend.

The Company’s annualized declared [removed: 2023] [added: 2024] dividend of [removed: $1.68] [added: $1.70] represented a [removed: 10.5%] [added: 1.2%] increase over the previous year.

| | [removed: ●] [added: ·] | Net income attributable to common stockholders was [removed: $439.5] [added: $84.8] million as compared to [removed: $82.5] [added: $439.5] million in the prior year. The [removed: increase was primarily driven by higher] [added: primary drivers for the decrease were lower] gains from dispositions of real [removed: estate, higher total net operating income (“NOI”),] [added: estate as we sold fewer assets in 2024 when compared to the same period in 2023,] and [removed: higher] [added: lower] interest income and other income/(expense) primarily [removed: due to realized and unrealized gains from our direct investment in SmartRent, Inc. (“SmartRent”) and higher interest income] driven by [added: a $37.3 million non-cash loan reserve partially offset by] higher notes receivable balances. These were partially offset by higher [removed: depreciation expense primarily due to communities acquired and completion of developments in 2023 and 2022, and higher interest expense primarily due to higher average interest rates and higher overall debt balances.] [added: total net operating income (“NOI”).] |

| | ● | Total revenues increased [removed: 7.3%] [added: 2.7%] over the prior year primarily due to overall market rent growth and communities acquired and completion of developments during [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] partially offset by dispositions of real estate in [added: 2024 and] 2023. |

| | [removed: ●] [added: ·] | We achieved Same-Store revenue growth of [removed: 5.6%] [added: 2.3%] and Same-Store NOI growth of [removed: 6.0%.] [added: 1.5%.] |

[removed: ●] [added: | | · |] We recognized a gain of [removed: $25.3] [added: $16.9] million from the sale of an operating community located in [removed: Hillsboro, Oregon.][added: Arlington, Virginia. |]

[removed: ●] [added: | | · |] We funded an additional [removed: $21.8] [added: $32.2] million to two of our [removed: Developer Capital Program preferred equity] [added: notes receivable] investments. [added: |]

[removed: ●] [added: | | · |] We amended our Working Capital Credit Facility to extend the maturity date from January 12, [removed: 2024] [added: 2025,] to January 12, [removed: 2025, plus a one-year extension option.][added: 2026. |]

At December 31, 2024, the Company was not developing any communities, although the Company was incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements.

During the year ended December 31, 2024, the Company completed the development of two communities located in Tampa, Florida and Addison, Texas, with a total of 415 apartment homes.

| ​ | ​ | 2024 | | ​ | 2024 | |

| Total | ​ | $ | 1.7000 | ​ | $ | 1.6950 |

We strive to attract and retain high-performing talent.

We strive to create a culture focused on a philosophy of collaboration, trust, and innovation where every individual feels welcomed, valued, proud, and empowered to do their best work.

In 2024, we piloted a new onboarding roadmap to support onboarding new operations associates and decrease time to productivity.

Throughout 2024, the talent development team assessed the current training curriculum, audited the quality of existing content, and began documenting opportunities for improvement.

As we look to the future, our long-term strategy will focus on UDR-developed content that supports the enhancement of skills and competencies at all levels and emphasizes personalized learning paths, ongoing development opportunities, and career progression.

During 2024, we introduced two digital customer experience service training courses and subsequent leader guides to approximately 1,200 associates to improve overall customer service skills and increase resident satisfaction and loyalty.

In addition, more than 450 UDR associates completed a DiSC assessment, which is a personality tool that measures preferences and tendencies, not skill or ability.

Finally, in 2024 more than 400 leaders across the Company participated in in-person experiential training, leveraging hands-on learning activities to improve team effectiveness, trust, communication, and collaboration.

Additionally, in 2024, the Company put greater focus on organizational development and succession planning to help ensure UDR has the right talent in the right positions to drive success and growth, as well as business continuity during leadership transitions.

We will continue to enhance our active listening strategy to drive continuous improvement across our business.

In 2024, we introduced an enhanced volunteer policy that continues to provide associates with up to eight paid hours annually for volunteer activities.

Previously, volunteer opportunities were limited to one or two company-sponsored events per year with designated organizations.

The updated policy now allows associates the flexibility to volunteer at any time throughout the year with a charitable organization of their choice.

In 2024, we upgraded our Employee Assistance Program (EAP) and increased enrollment by 10%.

Our EAP includes counseling services, educational resources, and tools, including workshops and seminars on stress management, nutrition, and well-being for associates, partners, and teen-aged dependents.

We also invested in virtual and in-person wellness fairs aimed at providing associates learning opportunities on topics ranging from stress management and mental health to financial fitness.

We continue to leverage our Lifestyle Spending Account, which provides associates with $1,000 annually to spend as they choose bolstering associate wellness and satisfaction.

2024 Highlights

_Earnings Results_

| | · | We completed the development of two communities located in Tampa, Florida and Addison, Texas, with a total of 415 apartment homes. |

| | · | We received distributions totaling $102.4 million from the Company’s unconsolidated joint ventures and partnerships. |

| | ● | We contributed $35.0 million to four joint ventures that own and operate four operating communities with a total of 818 apartment homes. |

| | · | We issued $300.0 million of 5.125% medium-term notes due September 1, 2034. The net proceeds were used to pay down outstanding indebtedness under our commercial paper program. |

| | · | We amended our Revolving Credit Facility to extend the maturity date to August 31, 2028, with two six-month extension options and amended our Term Loan to include a twelve-month extension option. |

| | (a) | In January 2024, the Company acquired its joint venture partner’s common equity interest in a 173 apartment home operating community. The community was previously owned by a consolidated joint venture of the Company. |

and our portfolio strategy generally govern our review process on where and when to allocate development capital.

At December 31, 2024, the Company was not developing any communities, although the Company was incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements.

During the year ended December 31, 2024, the Company completed the development of two communities located in Tampa, Florida and Addison, Texas, with a total of 415 apartment homes.

demand.

At December 31, 2024, the Company was not developing any communities, although the Company was incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements.

During the year ended December 31, 2024, the Company completed the development of two communities located in Tampa, Florida and Addison, Texas, with a total of 415 apartment homes.

The primary drivers for the decrease were lower gains from dispositions of real estate as we sold fewer assets in 2024 when compared to the same period in 2023, and lower interest income and other income/(expense) primarily driven by a $37.3 million non-cash loan reserve partially offset by higher notes receivable balances.

These were partially offset by higher total net operating income (“NOI”).

Supplemental U.S. Federal Income Tax Considerations

​

The following discussion supplements and updates the disclosures under “Material U.S. Federal Income Tax Consequences” in the prospectus dated February 14, 2023, contained in our Registration Statement on Form S-3 filed with the SEC on February 14, 2023.

At December 31, 2023, the Company was developing two wholly-owned communities totaling 415 homes, of which 56 have been completed.

| ​ | ​ | 2023 | | ​ | 2023 | |

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

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.

retention, and superior results.

*​*

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

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

In addition to mandatory regulatory training (e.g., harassment, cybersecurity, fair housing), associates can opt to receive management development training through programs like the ULEAD and the Level Up!

Career Mobility Programs.

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

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

Each UDR associate participates in an annual performance review with their direct supervisor, providing feedback on career development and engagement levels.

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

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

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.

We find these surveys to be incredibly helpful and plan to continue conducting them to receive ongoing feedback.

Our monthly Wellness Newsletter covers a range of topics, including preventative care, fitness, mental health, and healthy eating habits.

In 2023, we reduced the benefits waiting period from two months to one month.

In addition, we enhanced our behavioral health support mobile application, providing associates with 24/7 access to a care team of coaches and mental health professionals via text-based chats and self-guided activities at no additional cost to associates.

This program was also expanded in 2023 to provide support to teen-age children for parents with teen-aged children.

Finally, a new associate resource program was introduced, providing our associates with a comprehensive set of tools to assist them in every aspect of their life.

This resource provides professional counseling and expert referrals for a wide array of personal and work-related concerns.

Utilizing feedback from this survey and our engagement survey, we enhanced the Lifestyle Spending Account.

The Lifestyle Spending Account provides flexibility by allowing associates to allocate $1,000 annually to various health, wellness, and lifestyle categories.

Furthermore, we implemented a 401(k) auto-enrollment for new hires at 3% of their salary that started in January 2024.

We also provide a comprehensive set of employee benefits, including health, dental, and vision insurance coverage for all associates.

2023 Highlights

_Property Operations_

● We acquired six operating communities located in Dallas, Texas, and Austin, Texas, for approximately $354.6 million.

| | ● | We contributed four wholly-owned operating communities to a newly formed joint venture in exchange for a 51.0% interest in the venture. We received approximately $247.9 million in cash proceeds from our joint venture partner at formation and we recognized gains of $325.9 million from the partial sale of the operating communities. The joint venture also acquired an operating community located in Norwood, Massachusetts, from a third party for $114.3 million. |

● We completed the development of one community located in Washington, D.C., with a total of 300 apartment homes.

● We funded an additional $85.3 million to five of our notes receivable investments.

● We repurchased 0.6 million shares of common stock for approximately $25.0 million.

| | (a) | Excludes 173 apartment homes related to the consolidation of a joint venture that owns one operating community. In January 2024, the Company acquired the remaining interest in the operating community from the joint venture. |

At December 31, 2023, the Company was developing two wholly-owned communities located in Addison, Texas and Tampa, Florida, totaling 415 homes, of which 56 have been completed, with a budget of $187.5 million, in which we have an investment of $160.4 million.

The communities are estimated to be completed in the second quarter of 2024.

[removed: We are subject] [added: The Company is a party] to various [removed: legal proceedings and] claims [added: and routine litigation] arising in the ordinary course of business.

We do not believe that the results of any such claims and litigation, individually or in the aggregate, will have a material adverse effect on our business, financial position or results of operations.

As described in more detail in Note 15, _Commitments and Contingencies_, to the consolidated financial statements included in this report, we are currently a defendant, among other companies, in lawsuits related to our use of products licensed by RealPage, Inc.

We cannot determine the ultimate liability with respect to such legal proceedings and claims at this time.

We believe that such liability, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on our financial condition, results of operations or cash flow.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the shares of common stock of UDR, Inc. held by non-affiliates on June 30, [removed: 2023] [added: 2024] was approximately [removed: $5.5] [added: $5.9] billion.

As of February [removed: 16, 2024,] [added: 14, 2025,] there were [removed: 329,224,105] [added: 331,133,359] 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: 2024] [added: 2025] Annual Meeting of Stockholders.

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

| [Item 1B. Unresolved Staff Comments](#Item1BUNRESOLVEDSTAFFCOMMENTS_896565) | [removed: 31] [added: 32] |

| [Item 1C. Cybersecurity](#Item1CCYBERSECURITY) | [removed: 31] [added: 32] |

| [Item 2. Properties](#Item2PROPERTIES_95714) | [removed: 34] [added: 35] |

| [Item 3. Legal Proceedings](#Item3LEGALPROCEEDINGS_348868) | [removed: 34] [added: 35] |

| [Item 4. Mine Safety Disclosures](#Item4MINESAFETYDISCLOSURES_885915) | [removed: 34] [added: 35] |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MARKETFORREGISTRANTSCOMMONEQUITY_10) | [removed: 35] [added: 36] |

| [Item 6. \[Reserved\]](#Item6SELECTEDFINANCIALDATA_894695) | [removed: 37] [added: 38] |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 38] [added: 39] |

| [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](#Item7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 56] [added: 57] |

| [Item 8. Financial Statements and Supplementary Data](#Item8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [removed: 56] [added: 57] |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 56] [added: 57] |

| [Item 9A. Controls and Procedures](#Item9ACONTROLSANDPROCEDURES_165525) | [removed: 56] [added: 57] |

| [Item 9B. Other Information](#Item9BOTHERINFORMATION_382828) | [removed: 57] [added: 58] |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDISCLOSUREREGARDING) | [removed: 57] [added: 58] |

| [Item 10. Directors, Executive Officers and Corporate Governance](#Item10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 58] [added: 59] |

| [Item 11. Executive Compensation](#Item11EXECUTIVECOMPENSATION_1191) | [removed: 58] [added: 59] |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 58] [added: 59] |

| [Item 13. Certain Relationships and Related Transactions, and Director Independence](#Item13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 58] [added: 59] |

| [Item 14. Principal Accountant Fees and Services](#Item14PRINCIPALACCOUNTANTFEESANDSERVICES) | [removed: 58] [added: 59] |

| [Item 15. Exhibits, Financial Statement Schedules](#Item15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [removed: 59] [added: 60] |

| [Item 16. Form 10-K Summary](#Item16FORM10KSUMMARY_948218) | [removed: 67] [added: 69] |

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

| | ● | Risks of Litigation. |

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

| | ● | 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 [removed: annually recertify that their security controls comply with established industry standards and applicable legal requirements.] |

In addition, in [removed: 2023] [added: 2024 and 2023,] outside legal counsel conducted an exercise regarding preparation for cyber events attended by our Chairman and Chief Executive Officer, [removed: President] [added: President, Chief Investment Officer] and Chief Financial Officer and other members of senior management.

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 [removed: leaders across the Company.]

[added: The Chief Technology Officer also provides monthly reports regarding] information technology including cybersecurity to our senior management including our Chairman and Chief Executive Officer, [removed: President] [added: President, Chief Investment Officer] and Chief Financial Officer, [removed: Senior Vice President –] Chief [removed: Investment] [added: Operating] Officer, Senior Vice President – [removed: Operations, Senior Vice President –] Chief Accounting Officer, Senior Vice President – [removed: Acquisitions and Dispositions,] [added: Investments,] 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 [removed: 23] [added: 24] years.

To [removed: date] [added: date,] the Company has not been materially affected by a cybersecurity incident or cybersecurity threat and no incident has occurred that is reasonably likely to affect the Company, including its business strategy, results of operations, or financial condition.

| | | annually recertify that their security controls comply with established industry standards and applicable legal requirements. |

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

leaders across the Company.

The Chief Technology Officer also provides monthly reports regarding

At December 31, [removed: 2023,] [added: 2024,] our consolidated apartment portfolio included [removed: 168] [added: 169] communities located in 21 markets, with a total of [removed: 55,550] [added: 55,696] completed apartment homes.

The table below set forth a summary of real estate portfolio by geographic market of the Company at December 31, [removed: 2023.][added: 2024.]

SUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, [removed: 2023][added: 2024]

| Orange County, CA | | 8 | | 4,305 | | 8.6 | % | $ | 1,389,451 | ​ | $ | — | ​ | $ | 322,753 | | 96.7 | % | 856 |

| San Francisco, CA | | 14 | | 3,310 | | 7.6 | % | | 1,224,694 | ​ | | 27,000 | ​ | | 369,998 | | 96.2 | % | 830 |

| Seattle, WA | | 14 | | 2,702 | | 7.0 | % | | 1,128,582 | ​ | | — | ​ | | 417,684 | | 97.1 | % | 856 |

| Monterey Peninsula, CA | | 7 | | 1,567 | | 1.3 | % | | 203,571 | ​ | | — | ​ | | 129,911 | | 96.1 | % | 727 |

| Los Angeles, CA | | 4 | | 1,225 | | 3.0 | % | | 490,239 | ​ | | — | ​ | | 400,195 | | 96.1 | % | 967 |

| Other Southern California | | 3 | | 821 | | 1.4 | % | | 228,259 | ​ | | — | ​ | | 278,026 | | 96.6 | % | 1,012 |

| Portland, OR | | 2 | | 476 | | 0.4 | % | | 57,352 | ​ | | — | ​ | | 120,487 | | 97.0 | % | 903 |

| Metropolitan D.C. | | 24 | | 9,119 | | 16.5 | % | | 2,671,495 | ​ | | 288,530 | ​ | | 292,959 | | 97.1 | % | 918 |

| Baltimore, MD | | 7 | | 2,219 | | 3.5 | % | | 574,107 | ​ | | 58,600 | ​ | | 258,723 | | 96.2 | % | 963 |

| Richmond, VA | | 4 | | 1,359 | | 1.1 | % | | 173,749 | ​ | | — | ​ | | 127,851 | | 96.9 | % | 1,017 |

| Boston, MA | | 12 | | 4,667 | | 12.2 | % | | 1,975,353 | ​ | | 228,553 | ​ | | 423,260 | | 96.6 | % | 994 |

| New York, NY | | 4 | | 1,945 | | 8.6 | % | | 1,386,449 | ​ | | — | ​ | | 712,827 | | 97.5 | % | 744 |

| Philadelphia, PA | ​ | 4 | ​ | 1,172 | ​ | 2.7 | % | ​ | 442,714 | ​ | ​ | — | ​ | ​ | 377,742 | ​ | 96.6 | % | 949 |

| Tampa, FL | | 12 | | 4,207 | | 5.1 | % | | 824,301 | ​ | | — | ​ | | 195,936 | | 91.4 | % | 977 |

| Orlando, FL | | 11 | | 3,493 | | 3.5 | % | | 572,803 | ​ | | — | ​ | | 163,986 | | 96.6 | % | 974 |

| Nashville, TN | | 8 | | 2,261 | | 1.7 | % | | 267,894 | ​ | | — | ​ | | 118,485 | | 96.6 | % | 933 |

| Other Florida | | 1 | | 636 | | 0.6 | % | | 96,959 | ​ | | — | ​ | | 152,451 | | 97.2 | % | 1,130 |

| Dallas, TX | | 20 | | 7,449 | | 8.4 | % | | 1,358,799 | ​ | | 473,196 | ​ | | 182,414 | | 96.0 | % | 858 |

| Austin, TX | | 6 | | 1,880 | | 2.0 | % | | 326,491 | ​ | | 66,919 | ​ | | 173,665 | | 96.7 | % | 891 |

| Denver, CO | | 2 | | 510 | | 1.6 | % | | 251,694 | ​ | | — | ​ | | 493,518 | | 96.3 | % | 861 |

| Total Operating Communities | | 167 | | 55,323 | | 96.8 | % | | 15,644,956 | ​ | | 1,142,798 | ​ | $ | 282,793 | | 96.2 | % | 909 |

| Land | | — | | — | | 1.3 | % | | 253,949 | ​ | | — | ​ | | | | | | |

| Held for Disposition | | 2 | | 373 | | 1.3 | % | | 218,569 | ​ | | — | ​ | | | | | | |

| Other | | — | | — | | 0.6 | % | | 95,889 | ​ | | (3,467) | ​ | | | | | | |

| Total Real Estate Owned | | 169 | | 55,696 | | 100.0 | % | $ | 16,213,363 | ​ | $ | 1,139,331 | ​ | | | | | | |

| 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 | ​ | | | | | | |

| | (a) | As of December 31, 2023, the Company was developing two wholly owned communities with a total of 415 apartment homes, of which 56 have been completed. |

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

On February [removed: 16, 2024,] [added: 14, 2025,] there were [removed: 2,659] [added: 2,552] holders of record of the [removed: 329,224,105] [added: 331,133,359] outstanding shares of our common stock.

We have determined that, for federal income tax purposes, approximately [removed: 88%] [added: 94%] of the distributions for [removed: 2023] [added: 2024] represented ordinary income, [removed: 10%] [added: 3%] represented long-term capital gain and [removed: 2%] [added: 3%] represented unrecaptured section 1250 gain.

Distributions declared on the Series E for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] were [removed: $1.8192] [added: $1.8408] per share, or [removed: $0.4548] [added: $0.4602] per quarter, and [removed: $1.6456] [added: $1.8192] per share, or [removed: $0.4114] [added: $0.4548] per quarter, respectively.

At December 31, [removed: 2023,] [added: 2024,] a total of [removed: 2.7] [added: 2.6] million shares of the Series E were outstanding.

As of December 31, [removed: 2023,] [added: 2024,] a total of [removed: 11.9] [added: 10.4] million shares of the Series F were outstanding.

As of February [removed: 16, 2024,] [added: 14, 2025,] there were approximately [removed: 1,703] [added: 1,468] participants in the plan.

During the three months ended December 31, [removed: 2023,] [added: 2024,] we [removed: did not issue any] [added: issued 3,225] 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: 2023] [added: 2024] (_shares in thousands_):

| October 1, [removed: 2023] [added: 2024] through October 31, [removed: 2023] [added: 2024] | — | ​ | | — | | — | | 12,027 |

| November 1, [removed: 2023] [added: 2024] through November 30, [removed: 2023] [added: 2024] | — | ​ | | — | | — | | 12,027 |

| December 1, [removed: 2023] [added: 2024] through December 31, [removed: 2023] [added: 2024] | — | ​ | | — | | — | | 12,027 |

| Balance as of December 31, [removed: 2023] [added: 2024] | 2,973 | ​ | $ | 37.90 | | 2,973 | | 12,027 |

During the three months ended December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2023] [added: 2024] (_shares in thousands_):

| November 1, [removed: 2023] [added: 2024] through November 30, [removed: 2023] [added: 2024] | — | ​ | | — | | N/A | | N/A |

The following graph compares the five-year cumulative total returns for UDR common stock with the comparable cumulative return of the Nareit Equity REIT Index, Standard & Poor’s 500 Stock Index, [added: and] the Nareit Equity Apartment [removed: Index and the MSCI U.S. REIT] Index.

The graph assumes that $100 was invested on December 31, [removed: 2018,] [added: 2019,] in each of our common stock and the indices presented.

[removed: ][added: ]

| Index | | [removed: 12/31/2018 | |] 12/31/2019 | | 12/31/2020 | | 12/31/2021 | | 12/31/2022 | | 12/31/2023 | [added: | 12/31/2024 |]

| October 1, 2024 through October 31, 2024 | 67 | ​ | $ | 44.51 | | N/A | | N/A |

| December 1, 2024 through December 31, 2024 | 1,453 | ​ | | 44.79 | | N/A | | N/A |

| Total | 1,520 | ​ | $ | 44.78 | | | | |

| UDR, Inc. | | 100.00 | | 85.46 | | 137.69 | | 91.65 | | 94.51 | | 111.79 |

| FTSE Nareit Equity Apartment Index | | 100.00 | | 84.66 | | 138.51 | | 94.25 | | 99.78 | | 120.22 |

| S&P 500 Index | | 100.00 | | 118.40 | | 152.39 | | 124.79 | | 157.59 | | 197.02 |

| FTSE Nareit Equity REITs Index | | 100.00 | | 92.00 | | 131.78 | | 99.67 | | 113.35 | | 123.25 |

| 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 | | | | |

| 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 |

The following discussion should be read in conjunction with the consolidated financial statements appearing elsewhere herein and is based primarily on the consolidated financial statements for the years ended December 31, [removed: 2023,] [added: 2024,] and [removed: 2022.][added: 2023.]

This section of this Form 10-K generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] of UDR, Inc. Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022.][added: 2023.]

At December 31, [removed: 2023,] [added: 2024,] our consolidated real estate portfolio included [removed: 168] [added: 169] communities in 13 states plus the District of Columbia totaling [removed: 55,550] [added: 55,696] apartment homes.

In addition, we have an ownership interest in [removed: 10,045] [added: 10,860] completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including [removed: 5,618] [added: 6,436] 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: 2023,] [added: 2024,] was [removed: 51,368.][added: 51,428.]

Changes in estimates could affect our financial position or results of [added: 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: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] were [removed: $23.2] [added: $24.4] million, [removed: $31.3] [added: $23.2] million, and [removed: $21.0] [added: $31.3] million, respectively.

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

In addition, we consider the cost of acquiring similar leases, the foregone rents [removed: associated with the lease-up period, and the carrying costs associated with the lease-up period.]

Based on the net earnings reported for the year ended December 31, [removed: 2023] [added: 2024] 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: 2023:][added: 2024:]

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

| ​ | | ​ | | ​ | | Percentage | | Total | | | [removed: ​] [added: Weighted] | | Monthly | | | Net | |

| Total Accumulated Depreciation | | | | | | | ​ | | [removed: (6,267,830)] [added: (6,901,026)] | | | ​ | | | ​ | | |

| Total Real Estate Owned, Net of Accumulated Depreciation | | | | | | | ​ | $ | [removed: 9,756,029] [added: 9,312,337] | | | ​ | | | ​ | | |

| [removed: (c)] [added: (b)] | The Company had [removed: one community] [added: two communities] located in [removed: Arlington, Virginia] [added: Brooklyn, New York and Englewood, New Jersey] that met the criteria to be classified as held for disposition at December 31, [removed: 2023.] [added: 2024.] |

Our _Same-Store Communities_ segment represents those communities acquired, developed, and stabilized prior to January 1, [removed: 2022] [added: 2023] and held as of December 31, [removed: 2023.][added: 2024.]

During the year ended December 31, [removed: 2023,] [added: 2024] the Company did not sell any shares of common stock through its ATM program.

As of December 31, [removed: 2023,] [added: 2024,] we had 14.0 million shares of common stock available for future issuance under the ATM program.

During [removed: 2024,] [added: 2025,] we have approximately [removed: $97.6] [added: $178.3] million of secured debt maturing, inclusive of principal amortization, and [removed: $423.7] [added: $289.9] million of unsecured debt maturing.

[added: We anticipate repaying the debt due in 2025 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: 2023] [added: 2024] _(dollars in thousands):_

| Material Cash Requirements | | [removed: 2024] [added: 2025] | | | [removed: 2025-2026] [added: 2026-2027] | | | [removed: 2027-2028] [added: 2028-2029] | | | Thereafter | | | Total | |

| (a) | Interest payments on variable rate debt instruments are based on each debt instrument’s respective year-end interest rate at December 31, [removed: 2023.] [added: 2024.] |

During [removed: 2023,] [added: 2024,] we incurred gross interest costs of [removed: $191.0] [added: $205.0] million, of which [removed: $10.1] [added: $9.3] million was capitalized.

The Operating Partnership is the subsidiary guarantor of certain of our registered debt securities, including the $300 million of medium-term notes due September 2026, $300 million of medium-term notes due July 2027, $300 million of medium-term notes due January 2028, $300 million of medium-term notes due January 2029, $600 million of medium-term notes due January 2030, $600 million of medium-term notes due August 2031, $400 million of medium-term notes due August 2032, $350 million of medium-term notes due March 2033, $300 million of medium-term notes [removed: due in June 2033 and $300 million of medium-term notes due November 2034.]

The following tables present the summarized financial information for the Operating Partnership as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021.][added: 2022.]

| ​ | | [added: 2024 | | |] 2023 | | [added: ​] | 2022 | |

| Total real estate, net | | $ | [removed: 2,629,267] [added: 2,562,075] | | $ | [removed: 2,353,509] [added: 2,629,267] |

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

| Operating lease right-of-use assets | ​ | | [removed: 191,673] [added: 187,886] | ​ | | [removed: 195,296] [added: 191,673] |

| Other assets | ​ | | [removed: 75,464] [added: 47,907] | ​ | | [removed: 67,186] [added: 75,464] |

| Total assets | | $ | [removed: 2,896,409] [added: 2,797,868] | | $ | [removed: 2,616,000] [added: 2,896,409] |

| Secured debt, net | ​ | $ | [removed: 377,262] [added: 377,724] | ​ | $ | [removed: 187,537] [added: 377,262] |

| Notes payable to UDR (a) | ​ | ​ | [removed: 1,298,903] [added: 1,429,849] | ​ | ​ | [removed: 1,162,308] [added: 1,298,903] |

| Operating lease liabilities | ​ | ​ | [removed: 186,939] [added: 183,215] | ​ | ​ | [removed: 190,495] [added: 186,939] |

| Other liabilities | ​ | | [removed: 133,595] [added: 139,910] | ​ | | [removed: 118,103] [added: 133,595] |

| Total liabilities | ​ | | [removed: 1,996,699] [added: 2,130,698] | ​ | | [removed: 1,658,443] [added: 1,996,699] |

| Total capital | ​ | $ | [removed: 899,710] [added: 667,170] | ​ | $ | [removed: 957,557] [added: 899,710] |

| [removed: ​] [added: ​] | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | [removed: ​] | [removed: 2021] [added: 2022] | |

associated with the lease-up period, and the carrying costs associated with the lease-up period.

| Orange County, CA | | 8 | | 4,305 | | 8.6 | % | $ | 1,389,752 | | 96.7 | % | $ | 3,094 | ​ | $ | 121,009 |

| San Francisco, CA | | 11 | | 2,781 | | 5.8 | % | ​ | 941,178 | | 97.0 | % | ​ | 3,555 | ​ | ​ | 80,841 |

| Seattle, WA | | 14 | | 2,702 | | 6.9 | % | | 1,120,396 | | 97.1 | % | | 2,870 | ​ | | 65,293 |

| Monterey Peninsula, CA | | 7 | | 1,567 | | 1.3 | % | | 203,748 | | 96.1 | % | | 2,408 | ​ | | 33,530 |

| Los Angeles, CA | | 4 | | 1,225 | | 3.0 | % | | 490,674 | | 96.1 | % | | 3,227 | ​ | | 32,667 |

| Other Southern California | | 3 | | 821 | | 1.4 | % | | 228,141 | | 96.6 | % | | 2,940 | ​ | | 20,450 |

| Portland, OR | | 2 | | 476 | | 0.4 | % | | 57,633 | | 97.0 | % | | 1,992 | ​ | | 7,944 |

| Metropolitan D.C. | | 23 | | 8,819 | | 15.5 | % | | 2,510,001 | | 97.2 | % | | 2,389 | ​ | | 168,092 |

| Baltimore, MD | | 7 | | 2,219 | | 3.5 | % | | 574,442 | | 96.2 | % | | 1,952 | ​ | | 33,401 |

| Richmond, VA | | 4 | | 1,359 | | 1.1 | % | | 173,749 | | 96.9 | % | | 1,878 | ​ | | 22,389 |

| Boston, MA | | 12 | | 4,667 | | 12.1 | % | | 1,969,347 | | 96.6 | % | | 3,228 | ​ | | 124,169 |

| New York, NY | | 4 | | 1,945 | | 8.5 | % | | 1,376,237 | | 97.6 | % | | 4,983 | ​ | | 61,798 |

| Philadelphia, PA | ​ | 3 | ​ | 972 | ​ | 2.3 | % | ​ | 375,227 | ​ | 96.7 | % | ​ | 2,549 | ​ | ​ | 19,552 |

| Tampa, FL | | 11 | | 3,877 | | 4.3 | % | | 693,272 | | 96.6 | % | | 2,143 | ​ | | 63,340 |

| Orlando, FL | | 11 | | 3,493 | | 3.5 | % | | 574,688 | | 96.6 | % | | 1,918 | ​ | | 53,451 |

| Nashville, TN | | 8 | | 2,261 | | 1.7 | % | | 270,404 | | 96.6 | % | | 1,753 | ​ | | 33,127 |

| Other Florida | | 1 | | 636 | | 0.6 | % | | 96,996 | | 97.2 | % | | 2,382 | ​ | | 12,298 |

| Dallas, TX | | 14 | | 5,813 | | 6.2 | % | | 1,002,564 | | 96.5 | % | | 1,775 | ​ | | 75,522 |

| Austin, TX | | 4 | | 1,272 | | 1.2 | % | | 197,458 | | 96.8 | % | | 1,911 | ​ | | 16,785 |

| Denver, CO | ​ | 1 | ​ | 218 | ​ | 0.9 | % | ​ | 148,877 | ​ | 96.7 | % | ​ | 3,646 | ​ | ​ | 6,730 |

| Total/Average Same-Store Communities | | 152 | | 51,428 | | 88.8 | % | | 14,394,784 | | 96.8 | % | $ | 2,554 | ​ | | 1,052,388 |

| Non-Mature, Commercial Properties & Other | | 15 | | 3,895 | | 9.9 | % | | 1,600,010 | | | ​ | | | ​ | | 74,201 |

| Total Real Estate Held for Investment | | 167 | | 55,323 | | 98.7 | % | | 15,994,794 | | | ​ | | | ​ | | 1,126,589 |

| Real Estate Held for Disposition (b) | | 2 | | 373 | | 1.3 | % | | 218,569 | | | ​ | | | ​ | | 12,234 |

| Total Real Estate Owned | | 169 | | 55,696 | | 100.0 | % | | 16,213,363 | | | ​ | | | ​ | $ | 1,138,823 |

In August 2024, the Company issued $300.0 million of 5.125% senior medium-term notes due September 1, 2034.

Interest is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2025.

The notes were priced at 98.977% of the principal amount of the notes.

The Company used the net proceeds to pay down outstanding indebtedness under its commercial paper program.

The Company entered into and settled treasury lock arrangements to hedge against all interest rate risk of the debt.

The all-in weighted average interest rate, inclusive of the impact of the treasury locks, was 4.95%.

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

In August 2024, the Company amended the Revolving Credit Facility to extend the maturity date to August 31, 2028, with two six-month extension options.

In August 2024, the Company amended the Term Loan to include a twelve-month extension option, subject to certain conditions.

| Long-term debt obligations | ​ | $ | 468,223 | ​ | $ | 1,022,972 | ​ | $ | 1,082,337 | ​ | $ | 3,268,526 | ​ | $ | 5,842,058 |

| Interest on debt obligations (a) | ​ | | 179,089 | ​ | | 315,748 | ​ | | 230,097 | ​ | | 216,919 | ​ | | 941,853 |

| Letters of credit | ​ | | 3,289 | ​ | | 76 | ​ | | — | ​ | | — | ​ | | 3,365 |

| Ground leases (b) | ​ | | 12,442 | ​ | | 24,884 | ​ | | 24,884 | ​ | | 393,010 | ​ | | 455,220 |

| ​ | ​ | $ | 663,043 | ​ | $ | 1,363,680 | ​ | $ | 1,337,318 | ​ | $ | 3,878,455 | ​ | $ | 7,242,496 |

| --- | --- |

Forward-Looking Statements

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Such forward-looking statements include, without limitation, statements concerning property acquisitions and dispositions, development activity and capital expenditures, capital raising activities, rent growth, occupancy and rental expense growth.

Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements.

The following factors, among others, could cause our future results to differ materially from those expressed in the forward-looking statements:

| | ● | general market and economic conditions; |

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

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

| | ● | unfavorable changes in apartment market and economic conditions that could adversely affect occupancy levels and rental rates; |

| | ● | the failure of acquisitions, developments or redevelopments to achieve anticipated results; |

| | ● | possible difficulty in selling apartment communities; |

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

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

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

| | ● | development and construction risks that may impact our profitability; |

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

| | ● | risks from climate change that impacts our properties or operations; |

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

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

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

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

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

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

| | ● | delays in completing developments and lease-ups on schedule or at expected rent and occupancy levels; |

| | ● | our failure to succeed in new markets; |

| | ● | risks that third parties who have an interest in or are otherwise involved in projects in which we have an interest, including mezzanine borrowers, joint venture partners or other investors, do not perform as expected; |

| | ● | changing interest rates, which could increase interest costs and affect the market price of our securities; |

| | ● | potential liability for environmental contamination, which could result in substantial costs to us; |

| | ● | the imposition of federal taxes if we fail to qualify as a REIT under the Code in any taxable year; |

| | ● | our internal control over financial reporting may not be considered effective which could result in a loss of investor confidence in our financial reports, and in turn have an adverse effect on our stock price; and |

| | ● | changes in real estate laws, tax laws, rent control or stabilization laws or other laws affecting our business. |

A discussion of these and other factors affecting our business and prospects is set forth in Part I, Item 1A.

_Risk Factors_.

We encourage investors to review these risk factors.

Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this Report may not prove to be accurate.

In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved.

Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Report, and we expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law.

operations.

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

Reference is made to page F-1 of this Report for the Index to Consolidated Financial Statements and [removed: Schedules] [added: Schedule] of UDR, Inc.

As of December 31, [removed: 2023,] [added: 2024,] 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 [removed: 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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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: 2023,] [added: 2024,] is included under the heading “Report of Independent Registered Public Accounting Firm” of UDR, Inc. contained in this Report.

the disclosure controls and procedures of the Company.

During the three months ended December 31, [removed: 2023,] [added: 2024,] 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_._

Information regarding our codes is available on our website, [removed: _www.udr.com_,] [added: 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: 2024] [added: 2025] Annual Meeting of Stockholders.

The information concerning our directors, executive officers and corporate governance required by Item 10 will be included in the Proxy Statement to be filed relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company's securities that applies to all Company's directors, officers, other covered persons and the Company itself.

The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company's insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

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 2024 Annual Meeting of Stockholders.

The information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

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 2024 Annual Meeting of Stockholders.

The information [removed: required by this item is incorporated by reference to the information set forth under] [added: concerning] the [removed: headings “Security Ownership] [added: security ownership] of [removed: Certain Beneficial Owners] [added: certain beneficial owners] and [removed: Management,” “Executive Compensation”] [added: management] and [removed: “Executive Compensation-Equity Compensation Plan Information”] [added: related stockholder matters (including equity compensation plan information) required by Item 12 will be included] in the [removed: definitive proxy statement for UDR’s 2024] [added: Proxy Statement to be filed relating to our 2025] Annual Meeting of [removed: Stockholders.][added: Stockholders and is incorporated herein by reference.]

The information concerning certain relationships, related transactions and director independence required by Item 13 will be included in the Proxy Statement to be filed relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

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 2024 Annual Meeting of Stockholders.

The information concerning our principal accounting fees and services required by Item 14 will be included in the Proxy Statement to be filed relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

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 2024 Annual Meeting of Stockholders.

| 10.01* | | [UDR, Inc. 1999 Long-Term Incentive Plan (as amended and restated February 19, 2024)](https://www.sec.gov/Archives/edgar/data/74208/000007420824000011/udr-20231231xex10d01.htm). | ​ | [removed: Filed herewith.] [added: Exhibit 10.1 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.] |

| [removed: 10.11] [added: 10.12] | ​ | [Guaranty of United Dominion Realty, L.P., dated as of September 15, 2021, with respect to the Credit Agreement, dated as of September 15, 2021](https://www.sec.gov/Archives/edgar/data/74208/000007420821000093/udr-20210915ex102e9f9fd.htm). | ​ | Exhibit 10.2 to UDR, Inc.’s Current Report on Form 8-K dated September 15, 2021 and filed with the SEC on September 15, 2021. |

| [removed: 10.12] [added: 10.13] | ​ | [Amended and Restated Aircraft Time Sharing Agreement dated as of February 18, 2019, by and between UDR, Inc. and Thomas W. Toomey](http://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex1015bd1dc.htm). | ​ | Exhibit 10.15 to UDR, Inc’s Annual Report on Form 10-K for the year ended December 31, 2018. |

| [removed: 10.13] [added: 10.14] | ​ | [Amendment No. 1, dated July 29, 2014, to the Third Amended and Restated Distribution Agreement among UDR, Inc., United Dominion Realty, L.P., as Guarantor, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as Agents, dated September 1, 2011, with respect to the issue and sale by UDR, Inc. of its Medium-Term Notes, Series A Due Nine Months or More From Date of Issue.](http://www.sec.gov/Archives/edgar/data/74208/000007420814000031/ex12distributionagreementa.htm) | ​ | Exhibit 1.2 to UDR, Inc.’s Current Report on Form 8-K dated July 29, 2014 and filed with the Commission on July 31, 2014. |

| [removed: 10.14] [added: 10.15] | ​ | [Agreement of Limited Partnership of UDR Lighthouse DownREIT L.P., dated as of October 5, 2015, as amended.](http://www.sec.gov/Archives/edgar/data/74208/000007420816000140/exhibit1021-12x31x2015.htm) | ​ | Exhibit 10.21 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015. |

| [removed: 10.15*] [added: 10.16*] | | [Class 1 LTIP Unit Award Agreement](http://www.sec.gov/Archives/edgar/data/74208/000007420816000140/exhibit1022-12312015.htm). | ​ | Exhibit 10.22 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015. |

| [removed: 10.16*] [added: 10.17*] | | [Notice of Class 2 LTIP Unit Award](https://www.sec.gov/Archives/edgar/data/74208/000007420820000031/udr-20191231ex1016e4b53.htm). | ​ | Exhibit 10.16 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019. |

| [removed: 10.17*] [added: 10.18*] | | [Notice of Restricted Stock Unit Award](https://www.sec.gov/Archives/edgar/data/74208/000007420820000031/udr-20191231ex10175ea73.htm). | ​ | Exhibit 10.17 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019. |

| [removed: 10.18] [added: 10.19] | ​ | [Amendment No. 2, dated April 27, 2017, to the Third Amended and Restated Distribution Agreement, dated September 1, 2011 and as amended July 29, 2014, among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC, as Agents, with respect to the issue and sale by UDR, Inc. of its Medium Term Notes, Series A Due Nine Months or More From Date of Issue.](http://www.sec.gov/Archives/edgar/data/74208/000007420817000055/ex12-04272017xdistribution.htm) | ​ | Exhibit 1.2 to UDR, Inc.’s Current Report on Form 8-K dated April 27, 2017 and filed with the Commission on April 27, 2017. |

| [removed: 10.19] [added: 10.20*] | ​ | [Letter Agreement, between UDR, Inc. and Warren L. Troupe (including the related release agreement and consulting agreement as exhibits thereto), dated December 31, 2019](http://www.sec.gov/Archives/edgar/data/74208/000007420820000004/udr-20191231ex101ad5bfc.htm). | ​ | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated December 31, 2019 and filed with the Commission on January 3, 2020. |

| [removed: 10.20] [added: 10.21*] | ​ | [Letter Agreement, between UDR, Inc. and Jerry A. Davis (including the related release agreement and Consulting Agreement as exhibits thereto), dated December 16, 2020](https://www.sec.gov/Archives/edgar/data/74208/000007420820000105/udr-20201216ex10296423f.htm). | ​ | Exhibit 10.2 to UDR Inc.’s Current Report on Form 8-K dated and filed with the Commission on December 16, 2020. |

| [removed: 10.21] [added: 10.22] | ​ | [Amendment No. 3, dated May 7, 2020, to the Third Amended and Restated Distribution Agreement, dated September 1, 2011 and as amended July 29, 2014 and April 27, 2017](https://www.sec.gov/Archives/edgar/data/74208/000007420820000058/udr-20200507ex12a72b2b0.htm). | ​ | Exhibit 1.2 to UDR, Inc.’s Current Report on Form 8-K dated and filed with the Commission on May 7, 2020. |

| [removed: 10.22] [added: 10.23] | ​ | [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. |

| [removed: 10.23] [added: 10.24*] | ​ | [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: 10.24] [added: 10.25*] | ​ | [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: 10.25] [added: 10.26*] | ​ | [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: 10.26] [added: 10.27] | ​ | [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: 10.27] [added: 10.28] | ​ | [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: 10.28] [added: 10.29] | ​ | [Second Amendment to the Amended and Restated Agreement of Limited Partnership of United [removed: Dominion](http://www.sec.gov/Archives/edgar/data/74208/000103570406000344/d35953exv10w6.htm)] [added: Dominion Realty, L.P. dated as of February 23, 2006.](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, [added: 2006.] |

| [removed: 10.29] [added: 10.30] | ​ | [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: 10.30] [added: 10.31] | ​ | [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: 10.31] [added: 10.32] | ​ | [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: 10.32] [added: 10.33] | ​ | [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: 10.33] [added: 10.34] | ​ | [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: 10.34] [added: 10.35] | ​ | [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: 10.35] [added: 10.36] | ​ | [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: 10.36] [added: 10.37] | ​ | [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: 10.37] [added: 10.38] | ​ | [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: 10.38] [added: 10.39] | ​ | [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: 10.39] [added: 10.40*] | ​ | [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/74208/000007420824000011/udr-20231231xex21.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420825000010/udr-20241231xex21.htm)] | ​ | Filed herewith. |

| [removed: 22.1] [added: 22] | | [List of Guarantor Subsidiaries of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420821000056/udr-20210331ex221cef00a.htm)] [added: Inc](https://www.sec.gov/Archives/edgar/data/74208/000007420824000081/udr-20240930xex22d1.htm).] | ​ | Exhibit 22.1 to UDR Inc.’s Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2021.] [added: September 30, 2024.] |

| [removed: 23.1] [added: 23] | | [Consent of Independent Registered Public Accounting Firm for UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420824000011/udr-20231231xex23d1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420825000010/udr-20241231xex23.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/74208/000007420824000011/udr-20231231xex31d1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420825000010/udr-20241231xex31d1.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/74208/000007420824000011/udr-20231231xex31d2.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420825000010/udr-20241231xex31d2.htm)] | ​ | Filed herewith. |

| 32.1 | ​ | [Section 1350 Certification of the Chief Executive Officer of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420824000011/udr-20231231xex32d1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420825000010/udr-20241231xex32d1.htm)] | ​ | Filed herewith. |

| 32.2 | ​ | [Section 1350 Certification of the Chief Financial Officer of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420824000011/udr-20231231xex32d2.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420825000010/udr-20241231xex32d2.htm)] | ​ | Filed herewith. |

| 97.1 | | [UDR, Inc. Recoupment Policy](https://www.sec.gov/Archives/edgar/data/74208/000007420824000011/udr-20231231xex97d1.htm). | ​ | [removed: Filed herewith.] [added: Exhibit 97.1 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.] |

| 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: 2023,] [added: 2024,] 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. |

| 4.28 | | [UDR, Inc. 5.125% Medium-Term Note, Series A due September 1, 2034, issued August 15, 2024](https://www.sec.gov/Archives/edgar/data/74208/000007420824000081/udr-20240930xex4d1.htm). | ​ | Exhibit 4.1 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. |

| 10.11 | | [Second Amendment to Second Amended and Restated Credit Agreement, dated as of August 14, 2024, by and among UDR, Inc., as borrower, and the lenders and agents party thereto](https://www.sec.gov/Archives/edgar/data/74208/000007420824000070/udr-20240814xex10d1.htm). | ​ | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated August 14, 2024 and filed with the Commission on August 19, 2024. |

| 10.41* | ​ | [Executive Agreement by and between UDR, Inc. and Thomas W. Toomey, dated February 15, 2024](https://www.sec.gov/Archives/edgar/data/74208/000007420824000014/udr-20240215xex10d1.htm). | ​ | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated February 15, 2024 and filed with the Commission on February 20, 2024. |

| ​ | ​ | ​ | ​ | ​ |

| 10.42* | ​ | [Letter Agreement by and between UDR, Inc. and Harry G. Alcock, dated March 14, 2024](https://www.sec.gov/Archives/edgar/data/74208/000007420824000023/udr-20240314xex10d1.htm). | ​ | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated and filed with the Commission on March 14, 2024. |

| ​ | ​ | ​ | ​ | ​ |

| 19 | ​ | [Amended and Restated Insider Trading Compliance Program](https://www.sec.gov/Archives/edgar/data/74208/000007420825000010/udr-20241231xex19.htm). | ​ | Filed herewith. |

| ​ | ​ | ​ | ​ | ​ |

| ​ | | ​ | ​ | ​ |

| ​ | | ​ | ​ | ​ |

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

| Date: February [removed: 20, 2024] [added: 18, 2025] | 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: 20, 2024] [added: 18, 2025] by the following persons on behalf of the registrant and in the capacities indicated.

| [removed: President] [added: President, Chief Investment Officer,] and Chief Financial Officer | ​ | Director |

| [Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022](#BALANCESHEETS_439565)] [added: 2023](#BALANCESHEETS_439565)] | F-5 |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#STATEMENTSOFOPERATIONS_417018)] [added: 2022](#STATEMENTSOFOPERATIONS_417018)] | F-6 |

| [Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#COMPREHENSIVEINCOMELOSS_987542)] [added: 2022](#COMPREHENSIVEINCOMELOSS_987542)] | F-7 |

| [Consolidated Statements of Changes in Equity for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#CHANGESINEQUITY_994858)] [added: 2022](#CHANGESINEQUITY_994858)] | F-8 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#CASHFLOWS_264688)] [added: 2022](#CASHFLOWS_264688)] | F-9 |

We have audited the accompanying consolidated balance sheets of UDR, Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and the financial statement schedule listed in the 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 20, 2024] [added: 18, 2025] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| _Description of the Matter_ | At December 31, [removed: 2023,] [added: 2024,] the Company’s real estate owned, net and investment in and advances to unconsolidated joint ventures, net were approximately [removed: $9.8] [added: $9.3] billion and [removed: $952.9] [added: $917.5] 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: 2023,] [added: 2024,] the Company [removed: did not recognize] [added: recognized] an impairment [added: loss of $8.1 million] related to [removed: real estate] |

| | [removed: owned, net or any other than temporary impairments related to] its investment in [added: and advances to] unconsolidated joint [removed: ventures.] [added: ventures, net that it deemed to be other-than-temporary. The Company did not recognize an impairment loss related to real estate owned, net.] Auditing the Company’s evaluation for indicators of impairment was complex due to a high degree of subjectivity in the identification of events or changes in circumstances that may indicate an impairment of its real estate owned or that the value of its investment in [added: and advances to] unconsolidated joint ventures may be other than temporarily impaired. Differences or changes in these judgments could have a material impact on the Company’s analysis. |

We have audited UDR, Inc.’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes, and the financial statement schedule listed in the accompanying Index at Item 15(a) and our report dated February [removed: 20, 2024] [added: 18, 2025] expressed an unqualified opinion thereon.

| [removed: ​] [added: ​] | | [added: 2024 | | ​ |] 2023 | | [added: ​] | 2022 | |

| Real estate held for investment | ​ | $ | [removed: 15,757,456] [added: 15,994,794] | ​ | $ | [removed: 15,365,928] [added: 15,757,456] |

| Less: accumulated depreciation | ​ | | [removed: (6,242,686)] [added: (6,836,920)] | ​ | | [removed: (5,762,205)] [added: (6,242,686)] |

| Real estate held for investment, net | ​ | | [removed: 9,514,770] [added: 9,157,874] | ​ | | [removed: 9,603,723] [added: 9,514,770] |

| Real estate under development (net of accumulated depreciation of [removed: $184] [added: $0] and [removed: $296,] [added: $184,] respectively) | ​ | | [removed: 160,220] [added: —] | ​ | | [removed: 189,809] [added: 160,220] |

| Real estate held for disposition (net of accumulated depreciation of [removed: $24,960] [added: $64,106] and [removed: $0,] [added: $24,960,] respectively) | ​ | | [removed: 81,039] [added: 154,463] | ​ | | [removed: 14,039] [added: 81,039] |

| Total real estate owned, net of accumulated depreciation | ​ | | [removed: 9,756,029] [added: 9,312,337] | ​ | | [removed: 9,807,571] [added: 9,756,029] |

| Cash and cash equivalents | [removed: ​] [added: ​] | [added: $] | [removed: 2,922] [added: 1,326] | ​ | [added: $] | [added: 2,922 | ​ | $ |] 1,193 |

| Restricted cash | [added: ​ |] ​ | [added: 34,101] | [removed: 31,944] [added: ​] | ​ | [added: 31,944] | [added: ​ | ​ |] 29,001 |

| Notes receivable, net | ​ | | [removed: 228,825] [added: 247,849] | ​ | | [removed: 54,707] [added: 228,825] |

| Investment in and advances to unconsolidated joint ventures, net | ​ | | [removed: 952,934] [added: 917,483] | ​ | | [removed: 754,446] [added: 952,934] |

| Operating lease right-of-use assets | ​ | ​ | [removed: 190,619] [added: 186,997] | ​ | ​ | [removed: 194,081] [added: 190,619] |

| Other assets | ​ | | [removed: 209,969] [added: 197,493] | ​ | | [removed: 197,471] [added: 209,969] |

| Total assets | ​ | $ | [removed: 11,373,242] [added: 10,897,586] | ​ | $ | [removed: 11,038,470] [added: 11,373,242] |

| Secured debt, net | ​ | $ | [removed: 1,277,713] [added: 1,139,331] | ​ | $ | [removed: 1,052,281] [added: 1,277,713] |

| Unsecured debt, net | ​ | | [removed: 4,520,996] [added: 4,687,634] | ​ | | [removed: 4,435,022] [added: 4,520,996] |

| Operating lease liabilities | ​ | ​ | [removed: 185,836] [added: 182,275] | ​ | ​ | [removed: 189,238] [added: 185,836] |

| Real estate taxes payable | ​ | | [removed: 47,107] [added: 46,403] | ​ | | [removed: 37,681] [added: 47,107] |

| Accrued interest payable | ​ | | [removed: 47,710] [added: 52,631] | ​ | | [removed: 46,671] [added: 47,710] |

| Security deposits and prepaid rent | ​ | | [removed: 50,528] [added: 61,592] | ​ | | [removed: 51,999] [added: 50,528] |

| Distributions payable | ​ | | [removed: 149,600] [added: 151,720] | ​ | | [removed: 134,213] [added: 149,600] |

February 18, 2025

February 18, 2025

| ​ | | 2024 | | | 2023 | |

| Cash and cash equivalents | ​ | | 1,326 | ​ | | 2,922 |

| Restricted cash | ​ | | 34,101 | ​ | | 31,944 |

| Conversion of Series E Cumulative Convertible shares | ​ | ​ | (1,422) | ​ | ​ | 1 | ​ | ​ | 1,421 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |

| Balance at December 31, 2024 | ​ | $ | 43,193 | ​ | $ | 3,309 | ​ | $ | 7,572,480 | ​ | $ | (4,179,415) | ​ | $ | 3,638 | ​ | $ | 335 | ​ | $ | 3,443,540 |

| Provision/(recovery) for credit losses | ​ | ​ | 37,456 | ​ | ​ | 702 | ​ | ​ | 140 |

| Other | ​ | | 27,107 | ​ | | 9,089 | ​ | | 31,695 |

| Other | ​ | | (23,712) | ​ | | (17,047) | ​ | | (24,359) |

DECEMBER 31, 2024

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, _Disaggregation of Income Statement Expenses,_ which requires disclosure of additional information about specific cost and expense categories in the notes to the financial statements.

The ASU will be applied either prospectively or retrospectively and is effective for the Company for the year ended December 31, 2027, and interim reporting periods commencing in 2028.

In March 2024, the SEC issued final rules on the enhancement and standardization of climate-related disclosures.

The rules require disclosure of, among other things: material climate-related risks; activities to mitigate or adapt to such risks; governance and management of such risks; and material greenhouse gas emissions from operations owned or controlled (Scope 1) and/or indirect emissions from purchased energy consumed in operations (Scope 2).

Additionally, the rules require disclosure in the notes to the financial statements of the effects of severe weather events and other natural conditions, subject to certain materiality thresholds.

The rules will become effective for the Company on a phased-in timeline starting in the year ended December 31, 2025.

While the SEC has voluntarily stayed the rules, the Company is currently evaluating the effect the rules will have on its financial statement disclosures

DECEMBER 31, 2024

December 31, 2025.

The Company adopted the ASU, however, the updated standard did not have a material impact on the consolidated financial statements and related disclosures.

Related disclosures were updated pursuant to the requirements of the ASU.

DECEMBER 31, 2024

DECEMBER 31, 2024

DECEMBER 31, 2024

| ​ | ​ | 2024 | ​ | 2024 | | ​ | 2023 | |

| Note due September 2027 (g) | ​ | 7.55 | % | ​ | 31,771 | ​ | ​ | — |

| (c) | The Company has two loans (the “Notes”) with a joint venture that owns a 478 apartment home operating community located in Philadelphia, Pennsylvania with an aggregate commitment of $93.5 million (exclusive of accrued and unpaid interest), all of which has been funded. The Notes are subordinate to the senior construction loan, but senior to the equity in the borrower. In April 2024, the joint venture refinanced the senior construction loan with a new loan that matures in April 2026, with a one-year extension option subject to certain conditions. The Notes had a scheduled maturity date in October 2024, with two one-year extension options. In September 2024, the developer extended the maturity date of the Notes to October 2025. Commencing in October 2024, the contractual interest rate on the Notes increased to 11.0% in connection with the developer exercising its option to extend the maturity date of the Notes. In December 2024, the Company recorded a $37.3 million non-cash loan reserve on the Notes, which was recorded in _Interest income and other income/(expense), net_ on the Consolidated Statements of |

DECEMBER 31, 2024

| | Operations, due to the Company’s assessment of the borrower’s ability to make future scheduled payments on the senior loan and a decrease in the value of the operating community. In addition, the Notes were placed on non-accrual status. |

| (g) | In September 2024, the Company entered into a $31.1 million secured mortgage loan with one of its joint ventures that owns a 66 apartment home operating community located in Santa Monica, California, in which the Company also holds a preferred investment. The contractual interest rate on the note receivable is SOFR plus a spread of 300 basis points. Interest payments are due monthly from net cash flow from the operating community. If net cash flow is insufficient to cover the interest payment on the payment date, the unpaid amount is added to the outstanding principal balance. The mortgage loan has a scheduled maturity date in September 2027. (See Note 5, _Joint Ventures and Partnerships_ for further discussion). |

A roll forward of our allowance for credit losses for the year ended December 31, 2024 is as follows:

| ​ | ​ | ​ |

| Allowance for credit losses as of December 31, 2023 | $ | (977) |

| (Provision)/recovery for credit losses | ​ | (37,456) |

| Write-offs charged against allowance | ​ | \- |

| Allowance for credit losses as of December 31, 2024 | $ | (38,433) |

DECEMBER 31, 2024

DECEMBER 31, 2024

DECEMBER 31, 2024

​

| --- | --- |

| | Accounting for acquisitions of real estate investment properties |

| _Description of the Matter_ | During 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 $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. |

| _How We Addressed the Matter in Our Audit_ | We tested the Company’s internal controls over the acquisition of real estate investment properties and the resulting purchase price allocations. This included testing controls over management’s identification of the assets acquired and liabilities assumed and evaluating the methods and significant assumptions used by the Company to develop such estimates. Our testing of the fair values of the assets acquired included, among others, evaluating the selection of the Company's valuation model and testing the significant assumptions discussed above as well as the completeness and accuracy of the underlying data. For example, we compared management’s assumptions to observable market transactions and replacement costs associated with the fair value of the land and buildings and improvements. We involved our real estate valuation specialists to assist in evaluating the significant assumptions listed above. In addition, we performed sensitivity tests on the significant assumptions to evaluate the change in the fair value resulting from changes in the assumptions. |

February 20, 2024

| Balance at December 31, 2020 | ​ | $ | 44,765 | ​ | $ | 2,966 | ​ | $ | 5,881,383 | ​ | $ | (2,685,770) | ​ | $ | (9,144) | ​ | $ | 24,391 | ​ | $ | 3,258,591 |

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

| Loss on extinguishment of debt, net | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 42,336 |

| Other | ​ | | 9,791 | ​ | | 31,835 | ​ | | 19,182 |

| Payment of prepayment and extinguishment costs | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (40,769) |

| Other | ​ | | (16,496) | ​ | | (24,359) | ​ | | (16,054) |

| Acquisition of land parcel pursuant to a deed in lieu of foreclosure | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 25,000 |

| Cancellation of secured note receivable pursuant to a deed in lieu of foreclosure | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 24,869 |

| Transfer of investment in and advances to unconsolidated joint ventures to real estate owned | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 16,425 |

| Cash and cash equivalents | ​ | $ | 1,193 | ​ | $ | 967 | ​ | $ | 1,409 |

| Restricted cash | ​ | ​ | 29,001 | ​ | ​ | 27,451 | ​ | ​ | 22,762 |

DECEMBER 31, 2023

Early adoption is permitted.

During the years ended December 31, 2023,

Operations.

| (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 |

| | 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. |

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

generally the vesting period.

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).

As of December 31, 2022, the Company’s multifamily tenant lease receivables balance, net of its reserve, was approximately $8.7 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 $4.3 million, including its share from unconsolidated joint ventures, as of December 31, 2022.

In January 2021, the Company acquired a 300 apartment home operating community located in Franklin, Massachusetts, for approximately $77.4 million.

In connection with the acquisition, the Company assumed an above-market mortgage note payable secured by the community with an outstanding balance of approximately $51.8 million.

The Company increased its real estate assets owned by approximately $82.0 million, recorded $2.0 million of in-place lease intangibles, and recorded a $6.6 million debt premium in connection with the above-market debt assumed.

In April 2021, the Company acquired a 636 apartment home operating community located in Farmers Branch, Texas, for approximately $110.2 million.

In connection with the acquisition, the Company assumed an above-market mortgage note payable secured by the community with an outstanding balance of approximately $42.0 million.

The Company increased its real estate assets owned by approximately $111.5 million, recorded $3.0 million of in-place lease intangibles, and recorded a $4.3 million debt premium in connection with the above-market debt assumed.

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

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

In September 2020, the developer defaulted on the loan.

As a result of the default, in April 2021, the Company took title to the property pursuant to a deed in lieu of foreclosure.

The Company increased its real estate assets owned by approximately $25.0 million, the fair market value of the property on the date of the title transfer, and recorded a $0.1 million gain on extinguishment of the secured note to _Interest income and other income/(expense), net_ on the Consolidated Statements of Operations.