UDR (UDR) 10-K risk factor changes: FY2025 vs FY2024

At December 31, [removed: 2024,] [added: 2025,] our consolidated real estate portfolio consisted of [removed: 169] [added: 165] communities located in 21 markets, consisting of [removed: 55,696] [added: 55,240] 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: 10,860] [added: 12,167] completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including [removed: 6,436] [added: 6,766] apartment homes owned by entities in which we hold preferred equity investments.

[removed: At December 31, 2024, the Company was not developing any communities, although] [added: In addition,] the Company [removed: was] [added: is] incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements.

In [removed: 2024,] [added: 2025,] we declared total distributions of [removed: $1.70] [added: $1.72] per common share and paid dividends of [removed: $1.695] [added: $1.715] per common share.

| ​ | [added: ​ ​ ​] | Dividends | | [added: ​ ​ ​] | Dividends | |

| First Quarter | ​ | $ | [removed: 0.4250] [added: 0.4300] | ​ | $ | [removed: 0.4200] [added: 0.4250] |

| Second Quarter | ​ | | [removed: 0.4250] [added: 0.4300] | ​ | | [removed: 0.4250] [added: 0.4300] |

| Third Quarter | ​ | | [removed: 0.4250] [added: 0.4300] | ​ | | [removed: 0.4250] [added: 0.4300] |

| Fourth Quarter | ​ | | [removed: 0.4250] [added: 0.4300] | ​ | | [removed: 0.4250] [added: 0.4300] |

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: 189.8] [added: 190.1] million units in the Operating Partnership (“OP Units”) outstanding, of which 176.6 million OP Units (including 0.1 million of general partnership units), or [removed: 93.0%,] [added: 92.9%,] were owned by UDR and [removed: 13.2] [added: 13.5] million OP Units, or [removed: 7.0%,] [added: 7.1%,] were owned by outside limited partners.

As of December 31, [removed: 2024,] [added: 2025,] there were 32.4 million units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which [removed: 23.0] [added: 23.3] million, or [removed: 71.0%,] [added: 71.9%,] were owned by UDR and its subsidiaries and [removed: 9.4] [added: 9.1] million, or [removed: 29.0%,] [added: 28.1%,] were owned by outside limited partners.

As of December 31, [removed: 2024,] [added: 2025,] our Company had [removed: 1,419] [added: approximately 1,420] full-time associates and [removed: 13] [added: 6] part-time associates, all of whom are dedicated to the success of our organization.

Within this workforce, [removed: 1,007] [added: 1,034] associates are focused on roles directly associated with our communities, while the remaining associates contribute to various corporate functions.

These [removed: metrics] [added: benchmarks and related compensation updates] are [removed: presented] [added: reviewed] annually [removed: to our] [added: with] executive leadership and [added: presented to] our Board of Directors [removed: for] [added: to support] oversight [removed: purposes.][added: of our compensation practices.]

In total, over [removed: 6,000] [added: 10,000] training courses are available to our associates, spanning topics such as leasing skills, property maintenance, customer service, project management, and leadership development.

In [removed: 2024,] [added: 2025,] our associates collectively invested [removed: 38,225] [added: 32,508] hours in training, averaging [removed: 27] [added: 23] hours per full time associate.

By the end of [removed: 2024, 90%] [added: 2025, 99%] of associates had completed annual IT security training, fair housing, harassment, workplace violence, diversity and inclusion, and business ethics training.

As of December 31, [removed: 2024,] [added: 2025,] our workforce is comprised of [removed: 61%] [added: 62%] male and [removed: 39%] [added: 38%] female associates, with an ethnic composition of [removed: 51%] [added: 49%] White, [removed: 27%] [added: 30%] Hispanic/Latino, 13% Black, 3% Asian, and 6% Other.

Our management team (including resident services managers and more senior job classifications) reflects a gender balance of [removed: 59%] [added: 45%] male and [removed: 41%] [added: 55%] female, with an ethnic breakdown of [removed: 60%] [added: 63%] White and [removed: 40%] [added: 37%] non-White.

Over the three-year period ending December 31, [removed: 2024, 533] [added: 2025, 438] promotions occurred, with [removed: 45%] [added: 52%] of those promoted to resident services manager, director, or more senior job classifications being female and [removed: 42%] [added: 44%] non-White.

_Associate Engagement and [removed: Outreach_][added: Culture_]

[removed: _Employee Health, Wellness] [added: _Associate Health] and [removed: Benefits_][added: Wellness_]

We [removed: continue to leverage] [added: continued differentiated wellbeing support through] our Lifestyle Spending [removed: Account,] [added: Account benefit,] which provides associates with $1,000 annually to spend as they [removed: choose bolstering associate wellness and satisfaction.][added: choose, with nearly 91% participation companywide.]

Our S_ame-Store Communities_ segment represents those communities acquired, developed, and stabilized prior to January 1, [removed: 2023,] [added: 2024,] and held as of December 31, [removed: 2024.][added: 2025.]

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

● In July [removed: 2024,] [added: 2025,] the Company marked its [removed: 52nd] [added: 53rd] year as a REIT and, in October [removed: 2024,] [added: 2025,] paid its [removed: 208th] [added: 212th] consecutive quarterly dividend.

The Company’s annualized declared [removed: 2024] [added: 2025] dividend of [removed: $1.70] [added: $1.72] represented a 1.2% increase over the previous year.

| | · | Net income attributable to common stockholders was [removed: $84.8] [added: $372.9] million as compared to [removed: $439.5] [added: $84.8] million in the prior year. The primary drivers for the [removed: decrease] [added: increase] were [removed: lower] [added: higher] gains from dispositions of real estate as we sold [removed: fewer] [added: more] assets in [removed: 2024] [added: 2025] when compared to the same period in [removed: 2023, and lower] [added: 2024, higher total net operating income (“NOI”), higher] interest income and other income/(expense) primarily driven by a [removed: $37.3 million] non-cash loan reserve [removed: partially offset by higher notes receivable balances. These were partially offset by higher total net operating income (“NOI”).] [added: recorded in 2024, and lower depreciation expense primarily due to fully depreciated assets and real estate assets sold in 2025 and 2024.] |

| | ● | Total revenues increased [removed: 2.7%] [added: 2.4%] over the prior year primarily due to overall market rent growth and communities acquired and completion of developments during [removed: 2024 and 2023,] [added: 2024,] partially offset by dispositions of real estate in [removed: 2024] [added: 2025] and [removed: 2023.] [added: 2024.] |

| | · | We achieved Same-Store revenue growth of [removed: 2.3%] [added: 2.4%] and Same-Store NOI growth of [removed: 1.5%.] [added: 2.3%.] |

| | · | We received distributions totaling [removed: $102.4] [added: $204.2] million from the Company’s unconsolidated joint ventures and [removed: partnerships.] [added: partnerships, which includes $97.3 million from the full repayment of two preferred equity investments and the partial repayment of one preferred equity investment.] |

| | · | We amended our Working Capital Credit Facility to extend the maturity date from January 12, [removed: 2025,] [added: 2026,] to January 12, [removed: 2026.] [added: 2027, with two one-year extension options.] |

We published our [removed: 2024 ESG] [added: 2025 Corporate Responsibility] Report on our website, which discloses our environmental and social initiatives, programs, and performance.

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

Refer to Item 7, _Management’s Discussion and Analysis of Financial Condition and Results of Operations,_ for further information on the Company’s activities in [removed: 2024.][added: 2025.]

| | ● | our consolidated apartment portfolio includes [removed: 169] [added: 165] communities located in 21 markets throughout the U.S., including both coastal and sunbelt locations; |

| | ● | our mix of urban/suburban communities is approximately [removed: 30%/70%] [added: 32%/68%] and our mix of A/B quality properties is approximately 44%/56%. |

When evaluating potential acquisitions, we consider a wide variety of factors, [removed: including:][added: including, but not limited to:]

| | ● | high [added: long-term] working age population growth, relatively robust rental versus single-family home affordability, measured long-term new supply growth, overall potential for strong total income growth; |

Factors we consider in deciding whether to dispose of a property [removed: include:][added: include, but not limited to:]

At December 31, 2025, the Company was developing one wholly-owned community totaling 300 apartment homes, none of which have been completed.

| ​ | ​ | 2025 | | ​ | 2025 | |

| Total | ​ | $ | 1.7200 | ​ | $ | 1.7150 |

Our people are fundamental to executing our strategy, serving our residents and customers, and delivering long-term value for our company and shareholders.

We focus on building a workforce and culture that supports operational excellence, strong leadership, and an associate experience that attracts, develops, motivates, and retains talent in a competitive labor environment.

_Strategy and Governance_

In 2025, we strengthened our human capital foundation and advanced a multi-year Human Resources (“HR”) evolution roadmap designed to build a scalable, disciplined people-function capable of supporting long-term growth and transformation.

HR placed an emphasis on strengthening execution, reducing risk, and improving consistency across key human capital practices.

Across the organization, leadership and HR partner to build a culture aligned to strategy and ensure human capital risks and opportunities are identified and addressed through policy, process, and governance enhancements.

Workforce health is a competitive advantage for us.

In 2025, we maintained strong engagement results that were consistently above industry benchmarks and experienced turnover that remained well below industry averages, reflecting trust in leadership, alignment to strategy, and a positive outlook for the future.

Turnover continued to trend downward, reaching 19.4%, which outperformed the industry benchmark of 34% and improved compared to prior periods.

These results reinforce our view that continued investment in the associate experience supports performance, retention, and organizational resilience.

In 2025, we activated our culture and people philosophy through the launch of Life@UDR, our company-wide culture platform and employee value proposition.

This work strengthened how we communicate across the organization and improved clarity and connection for both associates and candidates through consistent storytelling, refreshed communications channels, and a more cohesive cultural narrative.

We believe competitive rewards are essential to attracting and retaining talent, and we are committed to maintaining fair, market-competitive compensation practices.

To support informed and equitable decisions, we benchmark compensation using a combination of broad-based market data and industry- and geography-specific public compensation information, and we review and adjust our salary ranges as appropriate.

To strengthen governance and alignment between pay and performance, we also improved compensation oversight and structure, including centralized ownership of the annual compensation planning cycle, an internal Compensation Committee to provide executive-level oversight, a company-wide market-pricing refresh and streamlined pay structures, and a redesigned officer bonus plan to strengthen performance accountability and alignment between results and rewards.

We believe robust and affordable benefits programs are essential to prioritizing the well-being of our associates.

In response to associate feedback and rising healthcare costs, we redesigned medical benefits to better align with market practices by simplifying plan options, introducing a high-deductible plan with employer-funded Health Savings Account (“HSA”) contributions, conducting active enrollment to increase education and participation, and expanding family planning benefits to include infertility coverage and support.

We invest in learning and development to improve leadership capability, support internal mobility, and strengthen performance outcomes.

In 2025, we advanced manager effectiveness through a unified enterprise learning strategy and targeted training aligned to key moments in the talent journey.

A strong talent pipeline and thoughtful succession planning support business continuity and execution.

In 2025, we modernized key talent processes and expanded tools to support performance management, talent reviews, and succession planning, including the deployment of modules to support performance reviews, potential assessments, and succession planning.

We use structured talent frameworks to promote consistent performance expectations and to identify and develop high-performing and high-potential talent.

We also evaluate retention risk and business impact as part of leadership-level talent discussions to inform targeted development, engagement, and succession actions.

_Compliance and Risk Mitigation_

We partner closely with legal and operational leaders to manage employment-related risk, maintain compliance, and drive consistent workplace practices.

In 2025, key enhancements included strengthening employment law and employee relations support, improving compensation governance, and implementing new and updated policies and controls to mitigate risk and strengthen compliance.

We seek to attract qualified talent while maintaining fair and consistent hiring processes and prioritize respect, fairness, and the promotion of diverse perspectives.

2025 Highlights

| | · | We acquired two operating communities located in Philadelphia, PA and Woodbridge, VA increasing total assets by approximately $330.2 million. |

| | ● | We commenced the development of one community located in Riverside, California, with a total of 300 apartment homes. |

| | · | We received gross proceeds of $211.5 million and recognized gains of $47.9 million from the sale of two operating communities located in Brooklyn, New York and Englewood, New Jersey. |

| | ● | We contributed four wholly-owned operating communities to our existing joint venture with LaSalle, while maintaining our 51.0% ownership interest in the venture. In connection with the contribution, our joint venture partner contributed cash and new debt was placed on the newly contributed operating communities and certain existing operating communities, resulting in the Company receiving approximately $202.8 |

| | | million of cash proceeds and recognizing a gain of $195.0 million from the partial sale of the operating communities. |

| | ● | We fully funded three preferred equity investments totaling $72.6 million that own three operating communities with a total of 1,006 apartment homes. |

| | · | We repurchased 3.3 million shares of common stock for approximately $117.8 million. |

| | · | We amended our Term Loan to extend the maturity date to January 31, 2029, with two one-year extension options. |

_Corporate Responsibility Report_

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.

Our commitment 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 and committed workforce that fuels our growth and talent retention.

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

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.

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

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

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

We continue to utilize general market, as well as industry and geographically specific public compensation data to make informed decisions and adjust our salary ranges accordingly, so we can remain competitive and attract and retain top talent.

We seek to stay up to date with the latest trends in the job market in order to provide fair and competitive compensation packages for our associates.

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

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

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

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

In addition, we offer a wide range of training opportunities tailored to individual needs.

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.

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

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

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

We offer partial tuition reimbursement to support associates in attaining these certifications.

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

Our commitment extends to fostering a diverse and inclusive workplace environment that facilitates the development and advancement of all associates.

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

Throughout 2024, we listened to our associates through quarterly pulse surveys, and leveraging associate feedback implemented several measures aimed at improving communication, making data-driven decisions, and promoting collaboration between our operations and corporate teams.

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

We believe that our associates should be active in their communities, and we support their efforts.

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.

Through the policy, UDR provided 1,050 hours of paid time off to associates for volunteer work with over 30 local organizations.

We also organized food, clothing, and blood drives, as well as initiatives to promote non-profit organizations and causes, fostering a culture of giving back.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the shares of common stock of UDR, Inc. held by non-affiliates on June 30, [removed: 2024] [added: 2025] was approximately [removed: $5.9] [added: $5.2] billion.

As of February [removed: 14, 2025,] [added: 11, 2026,] there were [removed: 331,133,359] [added: 328,571,965] 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: 2025] [added: 2026] Annual Meeting of Stockholders.

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

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

| [Item 1C. [removed: Cybersecurity](#Item1CCYBERSECURITY)] [added: Cybersecurity](#Item1cCybersecurity)] | [removed: 32] [added: 31] |

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

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

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

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

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

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

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

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

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

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

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

| [Item 16. Form 10-K Summary](#Item16FORM10KSUMMARY_948218) | [removed: 69] [added: 68] |

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 [removed: 1934.][added: 1934, as amended (the “Exchange Act”).]

● the impact of [removed: inflation/deflation;][added: inflation/deflation, tariffs, geopolitical tensions and government shutdowns;]

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

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

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

In addition, in [added: 2025,] 2024 and 2023, outside legal counsel conducted an exercise regarding preparation for cyber events attended by our [removed: Chairman] [added: Chairman, President] and Chief Executive Officer, [removed: President,] Chief [removed: Investment Officer and Chief] Financial [added: Officer, Chief Operating Officer, Chief Legal] 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 [added: leaders across the Company.]

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

In 2025, the Company was audited against a set of critical in scope systems using the NIST Cybersecurity Framework with no findings identified.

The Company plans to continue to obtain a NIST compliance audit on an annual basis.

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

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

leaders across the Company.

At December 31, [removed: 2024,] [added: 2025,] our consolidated apartment portfolio included [removed: 169] [added: 165] communities located in 21 markets, with a total of [removed: 55,696] [added: 55,240] completed apartment homes.

The table below set forth a summary of real estate portfolio by geographic market of the Company at December 31, [removed: 2024.][added: 2025.]

SUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, [removed: 2024][added: 2025]

| ​ | ​ | ​ | [added: ​ ​ ​] | ​ | [added: ​ ​ ​] | Percentage | [added: ​ ​ ​] | Total | | ​ | ​ | ​ | [added: ​ ​ ​] | ​ | ​ | ​ | ​ | ​ | Average |

| WEST REGION | | [added: ​] | | [added: ​] | | [added: ​] | | ​ | [added: ​] | ​ | ​ | [added: ​] | | ​ | [added: ​] | | [added: ​] | | [added: ​] |

| MID-ATLANTIC REGION | | ​ | | ​ | | [added: ​] | ​ | | ​ | ​ | | ​ | ​ | | ​ | | ​ | | ​ |

| NORTHEAST REGION | | ​ | | ​ | | [added: ​] | ​ | | ​ | ​ | | ​ | ​ | | ​ | | [added: ​] | | ​ |

| SOUTHEAST REGION | | ​ | | ​ | | [added: ​] | ​ | | ​ | ​ | | ​ | ​ | | ​ | | [added: ​] | | ​ |

| SOUTHWEST REGION | | ​ | | ​ | | [added: ​] | ​ | | ​ | ​ | | ​ | ​ | | ​ | | [added: ​] | | ​ |

| Orange County, CA | | 8 | | 4,305 | | 8.6 | % | $ | 1,423,481 | ​ | $ | — | ​ | $ | 330,658 | | 96.9 | % | 856 |

| San Francisco, CA | | 14 | | 3,317 | | 7.5 | % | | 1,240,460 | ​ | | 27,000 | ​ | | 373,970 | | 97.4 | % | 829 |

| Seattle, WA | | 14 | | 2,702 | | 6.9 | % | | 1,142,896 | ​ | | — | ​ | | 422,981 | | 96.9 | % | 856 |

| Los Angeles, CA | | 4 | | 1,225 | | 3.0 | % | | 495,389 | ​ | | — | ​ | | 404,399 | | 96.5 | % | 967 |

| Monterey Peninsula, CA | | 7 | | 1,567 | | 1.3 | % | | 208,609 | ​ | | — | ​ | | 133,126 | | 96.5 | % | 728 |

| Other Southern California | | 3 | | 821 | | 1.4 | % | | 230,659 | ​ | | — | ​ | | 280,949 | | 96.7 | % | 1,012 |

| Portland, OR | | 1 | | 220 | | 0.2 | % | | 27,016 | ​ | | — | ​ | | 122,800 | | 96.8 | % | 1,054 |

| Boston, MA | | 12 | | 4,667 | | 12.1 | % | | 1,996,655 | ​ | | 227,698 | ​ | | 427,824 | | 96.7 | % | 994 |

| New York, NY | | 4 | | 1,945 | | 8.6 | % | | 1,409,922 | ​ | | — | ​ | | 724,896 | | 97.9 | % | 744 |

| Philadelphia, PA | ​ | 5 | ​ | 1,650 | ​ | 3.8 | % | ​ | 625,043 | ​ | ​ | — | ​ | ​ | 378,814 | ​ | 95.9 | % | 674 |

| Metropolitan D.C. | | 25 | | 9,525 | | 17.4 | % | | 2,853,871 | ​ | | 160,930 | ​ | | 299,619 | | 96.9 | % | 879 |

| Baltimore, MD | | 7 | | 2,219 | | 3.5 | % | | 583,010 | ​ | | 57,913 | ​ | | 262,735 | | 96.9 | % | 964 |

| Richmond, VA | | 2 | | 841 | | 0.6 | % | | 90,839 | ​ | | — | ​ | | 108,013 | | 96.4 | % | 956 |

| Tampa, FL | | 12 | | 4,207 | | 5.1 | % | | 846,272 | ​ | | — | ​ | | 201,158 | | 96.4 | % | 977 |

| Orlando, FL | | 10 | | 3,293 | | 3.4 | % | | 568,799 | ​ | | — | ​ | | 172,730 | | 96.6 | % | 982 |

| Nashville, TN | | 8 | | 2,261 | | 1.7 | % | | 280,224 | ​ | | — | ​ | | 123,938 | | 96.3 | % | 933 |

| Other Florida | | 1 | | 636 | | 0.6 | % | | 99,389 | ​ | | — | ​ | | 156,272 | | 96.4 | % | 1,130 |

| Dallas, TX | | 20 | | 7,449 | | 8.4 | % | | 1,378,030 | ​ | | 425,028 | ​ | | 184,995 | | 97.1 | % | 858 |

| Austin, TX | | 6 | | 1,880 | | 2.0 | % | | 329,246 | ​ | | 65,906 | ​ | | 175,131 | | 97.2 | % | 891 |

| Denver, CO | | 2 | | 510 | | 1.5 | % | | 252,664 | ​ | | — | ​ | | 495,420 | | 95.7 | % | 861 |

| Total Operating Communities | | 165 | | 55,240 | | 97.6 | % | | 16,082,474 | ​ | | 964,475 | ​ | $ | 291,138 | | 96.8 | % | 893 |

| Real Estate Under Development (a) | | — | | — | | 0.4 | % | | 72,885 | ​ | | — | ​ | | ​ | | ​ | | ​ |

| Land | | — | | — | | 1.4 | % | | 237,550 | ​ | | — | ​ | | ​ | | ​ | | ​ |

| Other | | — | | — | | 0.6 | % | | 94,976 | ​ | | (3,295) | ​ | | ​ | | ​ | | ​ |

| Total Real Estate Owned | | 165 | | 55,240 | | 100.0 | % | $ | 16,487,885 | ​ | $ | 961,180 | ​ | | ​ | | ​ | | ​ |

| 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 | ​ | | | | | | |

On February [removed: 14, 2025,] [added: 11, 2026,] there were [removed: 2,552] [added: 2,400] holders of record of the [removed: 331,133,359] [added: 328,571,965] outstanding shares of our common stock.

We have determined that, for federal income tax purposes, approximately [removed: 94%] [added: 83%] of the distributions for [removed: 2024] [added: 2025] represented ordinary income, [removed: 3%] [added: 10%] represented long-term capital gain and [removed: 3%] [added: 7%] represented unrecaptured section 1250 gain.

Distributions declared on the Series E for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] were [removed: $1.8408] [added: $1.86] per share, or [removed: $0.4602] [added: $0.465] per quarter, and [removed: $1.8192] [added: $1.8408] per share, or [removed: $0.4548] [added: $0.4602] per quarter, respectively.

At December 31, [removed: 2024,] [added: 2025,] a total of 2.6 million shares of the Series E were outstanding.

As of December 31, [removed: 2024,] [added: 2025,] a total of [removed: 10.4] [added: 10.1] million shares of the Series F were outstanding.

As of February [removed: 14, 2025,] [added: 11, 2026,] there were approximately [removed: 1,468] [added: 1,398] participants in the plan.

During the three months ended December 31, [removed: 2024,] [added: 2025,] we issued [removed: 3,225] [added: 14,651] 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: 2024] [added: 2025] (_shares in thousands_):

| ​ | ​ | [added: ​ ​ ​] | ​ | ​ | [added: ​ ​ ​] | Total Number | [added: ​ ​ ​] | Maximum |

| October 1, [removed: 2024] [added: 2025] through October 31, [removed: 2024] [added: 2025] | — | ​ | [added: $] | — | | [removed: —] [added: N/A] | | [removed: 12,027] [added: N/A] |

| November 1, [removed: 2024] [added: 2025] through November 30, [removed: 2024] [added: 2025] | — | ​ | | — | | [removed: —] [added: N/A] | | [removed: 12,027] [added: N/A] |

During the three months ended December 31, [removed: 2024,] [added: 2025,] 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 graph assumes that $100 was invested on December 31, [removed: 2019,] [added: 2020,] in each of our common stock and the indices presented.

[removed: ][added: ]

| Index | [removed: | 12/31/2019 |] [added: ​ ​ ​] | 12/31/2020 | [added: ​ ​ ​] | 12/31/2021 | [added: ​ ​ ​] | 12/31/2022 | [added: ​ ​ ​] | 12/31/2023 | [added: ​ ​ ​] | 12/31/2024 | [added: ​ ​ ​ | 12/31/2025 |]

| Beginning Balance | 3,624 | ​ | $ | 37.98 | | 3,624 | | 11,376 |

| October 1, 2025 through October 31, 2025 | 277 | ​ | | 36.14 | | 277 | | 11,099 |

| November 1, 2025 through November 30, 2025 | 1,046 | ​ | | 34.78 | | 1,046 | | 10,053 |

| December 1, 2025 through December 31, 2025 | 1,286 | ​ | | 36.07 | | 1,286 | | 8,767 |

| Balance as of December 31, 2025 | 6,233 | ​ | $ | 36.97 | | 6,233 | | 8,767 |

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

| December 1, 2025 through December 31, 2025 | 1 | ​ | | 35.75 | | N/A | | N/A |

| Total | 1 | ​ | $ | 35.75 | | ​ | | ​ |

| UDR, Inc. | | 100.00 | | 161.12 | | 107.25 | | 110.59 | | 130.81 | | 115.44 |

| FTSE Nareit Equity Apartment Index | | 100.00 | | 163.61 | | 111.34 | | 117.87 | | 142.02 | | 129.86 |

| S&P 500 Index | | 100.00 | | 128.71 | | 105.40 | | 133.10 | | 166.40 | | 196.16 |

| FTSE Nareit Equity REITs Index | | 100.00 | | 143.24 | | 108.34 | | 123.21 | | 133.97 | | 137.83 |

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

| December 1, 2024 through December 31, 2024 | — | ​ | | — | | — | | 12,027 |

| Balance as of December 31, 2024 | 2,973 | ​ | $ | 37.90 | | 2,973 | | 12,027 |

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

| November 1, 2024 through November 30, 2024 | — | ​ | | — | | 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 |

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: 2024,] [added: 2025,] and [removed: 2023.][added: 2024.]

This section of this Form 10-K generally discusses [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] of UDR, Inc. Discussions of [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] 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: 2023.][added: 2024.]

At December 31, [removed: 2024,] [added: 2025,] our consolidated real estate portfolio included [removed: 169] [added: 165] communities in [removed: 13] [added: 12] states plus the District of Columbia totaling [removed: 55,696] [added: 55,240] apartment homes.

In addition, we have an ownership interest in [removed: 10,860] [added: 12,167] completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including [removed: 6,436] [added: 6,766] 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: 2024,] [added: 2025,] was [removed: 51,428.][added: 53,468.]

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: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] were [removed: $24.4] [added: $15.4] million, [removed: $23.2] [added: $24.4] million, and [removed: $31.3] [added: $23.2] million, respectively.

Based on the net earnings reported for the year ended December 31, [removed: 2024] [added: 2025] 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: 2024:][added: 2025:]

| ​ | ​ | December 31, [removed: 2024] [added: 2025] | | | | | | | | ​ | Year Ended December 31, [removed: 2024] [added: 2025] | | | | | | |

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

| West Region | | [added: ​] | | [added: ​] | | [added: ​] | | ​ | [added: ​] | | [added: ​] | | ​ | [added: ​] | | ​ | [added: ​] |

| Mid-Atlantic Region | | [added: ​] | | [added: ​] | | ​ | ​ | | [added: ​] | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] |

| Northeast Region | | [added: ​] | | [added: ​] | | ​ | ​ | | [added: ​] | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] |

| Southeast Region | | [added: ​] | | [added: ​] | | ​ | ​ | | [added: ​] | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] |

| Southwest Region | | [added: ​] | | [added: ​] | | ​ | ​ | | [added: ​] | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] |

| Total Accumulated Depreciation | | [added: ​] | | [added: ​] | | [added: ​] | ​ | | [removed: (6,901,026)] [added: (7,374,546)] | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] |

| Total Real Estate Owned, Net of Accumulated Depreciation | | [added: ​] | | [added: ​] | | [added: ​] | ​ | $ | [removed: 9,312,337] [added: 9,113,339] | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] |

Our _Same-Store Communities_ segment represents those communities acquired, developed, and stabilized prior to January 1, [removed: 2023] [added: 2024] and held as of December 31, [removed: 2024.][added: 2025.]

During the year ended December 31, [removed: 2024] [added: 2025] the Company did not sell any shares of common stock through its ATM program.

As of December 31, [removed: 2024,] [added: 2025,] we had 14.0 million shares of common stock available for future issuance under the ATM program.

The credit agreement for these facilities [removed: (as amended, the] [added: (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.

[removed: In August 2024, the Company amended the] [added: The] Revolving Credit Facility [removed: to extend the] [added: has a scheduled] maturity date [removed: to] [added: of] August 31, 2028, with two six-month extension [removed: options.][added: options, subject to certain conditions.]

The Revolving Credit Facility [removed: was previously set to mature on January] [added: has a scheduled maturity date of August] 31, [removed: 2026,] [added: 2028,] with two six-month extension options, subject to certain conditions.

During [removed: 2025,] [added: 2026,] we have approximately [removed: $178.3] [added: $56.7] million of secured debt maturing, inclusive of principal amortization, and [removed: $289.9] [added: $745.0] million of unsecured debt maturing.

We anticipate repaying the debt due in [removed: 2025] [added: 2026] 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: 2024] [added: 2025] _(dollars in thousands):_

| Material Cash Requirements | [added: ​ ​ ​] | [removed: 2025] [added: 2026] | | [added: ​ ​ ​] | [removed: 2026-2027] [added: 2027-2028] | | [added: ​ ​ ​] | [removed: 2028-2029] [added: 2029-2030] | | [added: ​ ​ ​] | Thereafter | | [added: ​ ​ ​] | Total | |

| Operating lease obligations: | ​ | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] |

| (a) | Interest payments on variable rate debt instruments are based on each debt instrument’s respective year-end interest rate at December 31, [removed: 2024.] [added: 2025.] |

During [removed: 2024,] [added: 2025,] we incurred gross interest costs of [removed: $205.0] [added: $205.2] million, of which [removed: $9.3] [added: $8.6] 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 [removed: medium-term notes due August 2032, $350 million of medium-term notes due March 2033, $300 million of medium-term notes][added: medium-]

[added: term notes] due [added: August 2032, $350 million of medium-term notes due March 2033, $300 million of medium-term notes due] in June 2033, $300 million of medium-term notes due September 2034 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]

| ​ | [added: ​ ​ ​] | [added: 2025 | | ​ ​ ​ |] 2024 | | [added: ​] | 2023 | |

| Total real estate, net | | $ | [removed: 2,562,075] [added: 2,624,249] | | $ | [removed: 2,629,267] [added: 2,562,075] |

| Operating lease right-of-use assets | ​ | | [removed: 187,886] [added: 188,343] | ​ | | [removed: 191,673] [added: 187,886] |

| Other assets | ​ | | [removed: 47,907] [added: 37,548] | ​ | | [removed: 75,464] [added: 47,907] |

| Total assets | | $ | [removed: 2,797,868] [added: 2,850,140] | | $ | [removed: 2,896,409] [added: 2,797,868] |

| Secured debt, net | ​ | $ | [removed: 377,724] [added: 375,820] | ​ | $ | [removed: 377,262] [added: 377,724] |

| Notes payable to UDR (a) | ​ | ​ | [removed: 1,429,849] [added: 1,697,552] | ​ | ​ | [removed: 1,298,903] [added: 1,429,849] |

| Orange County, CA | | 8 | | 4,305 | | 8.6 | % | $ | 1,423,008 | | 96.9 | % | $ | 3,175 | ​ | $ | 122,657 |

| San Francisco, CA | | 13 | | 3,144 | | 7.1 | % | ​ | 1,169,933 | | 97.4 | % | ​ | 3,651 | ​ | ​ | 94,139 |

| Seattle, WA | | 14 | | 2,702 | | 6.9 | % | | 1,132,015 | | 96.9 | % | | 2,973 | ​ | | 69,416 |

| Los Angeles, CA | | 4 | | 1,225 | | 3.0 | % | | 495,471 | | 96.5 | % | | 3,294 | ​ | | 32,560 |

| Monterey Peninsula, CA | | 7 | | 1,567 | | 1.3 | % | | 208,608 | | 96.5 | % | | 2,388 | ​ | | 32,347 |

| Other Southern California | | 3 | | 821 | | 1.4 | % | | 230,542 | | 96.7 | % | | 2,969 | ​ | | 20,205 |

| Portland, OR | | 1 | | 220 | | 0.2 | % | | 27,016 | | 96.8 | % | | 2,137 | ​ | | 3,956 |

| Boston, MA | | 12 | | 4,667 | | 12.1 | % | | 1,989,427 | | 96.7 | % | | 3,342 | ​ | | 128,760 |

| New York, NY | | 4 | | 1,945 | | 8.5 | % | | 1,398,883 | | 97.9 | % | | 5,173 | ​ | | 65,640 |

| Philadelphia, PA | | 4 | | 1,172 | | 2.7 | % | | 447,031 | | 96.9 | % | | 2,558 | ​ | | 23,124 |

| Metropolitan D.C. | | 23 | | 8,819 | | 15.4 | % | | 2,547,357 | | 97.1 | % | | 2,479 | ​ | | 174,621 |

| Baltimore, MD | | 7 | | 2,219 | | 3.5 | % | | 583,229 | | 96.9 | % | | 2,018 | ​ | | 34,662 |

| Richmond, VA | ​ | 2 | ​ | 841 | ​ | 0.6 | % | ​ | 90,839 | ​ | 96.4 | % | ​ | 1,833 | ​ | ​ | 13,515 |

| Tampa, FL | | 11 | | 3,877 | | 4.3 | % | | 714,283 | | 96.7 | % | | 2,152 | ​ | | 63,232 |

| Orlando, FL | | 10 | | 3,293 | | 3.5 | % | | 569,225 | | 96.6 | % | | 1,923 | ​ | | 50,791 |

| Nashville, TN | | 8 | | 2,261 | | 1.7 | % | | 280,493 | | 96.3 | % | | 1,742 | ​ | | 32,287 |

| Other Florida | | 1 | | 636 | | 0.6 | % | | 99,388 | | 96.4 | % | | 2,419 | ​ | | 12,311 |

| Dallas, TX | | 19 | | 7,364 | | 8.0 | % | | 1,324,994 | | 97.2 | % | | 1,773 | ​ | | 95,680 |

| Austin, TX | | 6 | | 1,880 | | 2.0 | % | | 328,647 | | 97.2 | % | | 1,785 | ​ | | 22,389 |

| Denver, CO | ​ | 2 | ​ | 510 | ​ | 1.5 | % | ​ | 252,306 | ​ | 95.7 | % | ​ | 2,840 | ​ | ​ | 11,885 |

| Total/Average Same-Store Communities | | 159 | | 53,468 | | 92.9 | % | | 15,312,695 | | 96.9 | % | $ | 2,590 | ​ | | 1,104,177 |

| Non-Mature, Commercial Properties & Other | | 6 | | 1,772 | | 6.7 | % | | 1,102,305 | | ​ | ​ | | ​ | ​ | | 57,991 |

| Total Real Estate Held for Investment | | 165 | | 55,240 | | 99.6 | % | | 16,415,000 | | ​ | ​ | | ​ | ​ | | 1,162,168 |

| Real Estate Under Development (b) | | — | | — | | 0.4 | % | | 72,885 | | ​ | ​ | | ​ | ​ | | — |

| Total Real Estate Owned | | 165 | | 55,240 | | 100.0 | % | | 16,487,885 | | ​ | ​ | | ​ | ​ | $ | 1,162,168 |

| (b) | As of December 31, 2025, the Company was developing one wholly-owned community with a total of 300 apartment homes, none of which have been completed. |

During the year ended December 31, 2025, the Company repurchased 3.3 million shares of its common stock at an average price of $36.12 per share for total consideration of approximately $117.8 million under its share repurchase program.

In September 2025, the Company amended the Term Loan to extend the maturity date to January 2029, with two one-year extension options, subject to certain conditions.

The Term Loan was previously set to mature on January 31, 2027.

As of December 31, 2025, we had issued $445.0 million of commercial paper, for one month terms, at a weighted average annualized interest rate of 3.95%, leaving $255.0 million of unused capacity.

| Long-term debt obligations | ​ | $ | 801,672 | ​ | $ | 799,846 | ​ | $ | 1,796,407 | ​ | $ | 2,437,930 | ​ | $ | 5,835,855 |

| Interest on debt obligations (a) | ​ | | 172,870 | ​ | | 300,735 | ​ | | 174,630 | ​ | | 146,473 | ​ | | 794,708 |

| Letters of credit | ​ | | 4,236 | ​ | | 76 | ​ | | — | ​ | | — | ​ | | 4,312 |

| Ground leases (b) | ​ | | 12,695 | ​ | | 25,390 | ​ | | 25,390 | ​ | | 389,340 | ​ | | 452,815 |

| ​ | ​ | $ | 991,473 | ​ | $ | 1,126,047 | ​ | $ | 1,996,427 | ​ | $ | 2,973,743 | ​ | $ | 7,087,690 |

| ​ | ​ ​ ​ | 2025 | | ​ ​ ​ | 2024 | |

In May 2025, the Company acquired the developer’s equity interest in a 478 apartment home operating community located in Philadelphia, Pennsylvania.

The Company previously had three loans with the joint venture including a senior loan.

In connection with the acquisition, the developer paid the Company $6.7 million, which consisted primarily of unpaid interest on the senior loan and reimbursement for certain costs previously advanced by the Company.

The Company increased its real estate assets owned by approximately $166.0 million, recorded approximately $10.1 million of real estate intangibles, recorded $6.4 million of in-place lease intangibles, and recognized a gain on consolidation of $0.3 million.

| --- | --- |

| 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 |

| (b) | The Company had two communities located in Brooklyn, New York and Englewood, New Jersey that met the criteria to be classified as held for disposition at December 31, 2024. |

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 Term Loan has a scheduled maturity date of January 31, 2027.

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 |

As of December 31, [removed: 2024,] [added: 2025,] 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

Based on such evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

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: 2024.][added: 2025.]

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: 2024,] [added: 2025,] is included under the heading “Report of Independent Registered Public Accounting Firm” of UDR, Inc. contained in this Report.

During the three months ended December 31, [removed: 2024,] [added: 2025,] 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_._

Approval and Adoption of UDR, Inc. Executive Severance Plan

On February 12, 2026, the Compensation and Management Development Committee (the “Compensation Committee”) of UDR, Inc. (the “Company”), approved and adopted the UDR, Inc. Executive Severance Plan (the “Severance Plan”) for executive officers of the Company selected by the Compensation Committee, including David Bragg, the Company’s Senior Vice President – Chief Financial Officer and Michael Lacy, the Company’s Senior Vice President – Chief Operating Officer.

The Severance Plan is effective as of February 12, 2026.

The Severance Plan is intended to benefit certain specified executives who are not parties to an employment agreement.

The Company believes that the Severance Plan provides appropriate incentives and protections to these executive officers and, because the severance benefits are agreed to in advance, avoids the need for protracted negotiations in the event of termination of employment.

The Severance Plan also includes certain restrictive covenants applicable to the executive officers that are intended to protect the Company and its shareholders.

The Severance Plan provides for payment of severance and other benefits to eligible executives in the event of a termination of employment with the Company without cause or following a constructive termination (each as defined in the Severance Plan and each, a “covered termination”), in each case, subject to the (i) executive’s execution and non-revocation of a general release of claims in favor of the Company and (ii) continued compliance with the restrictive covenants related to post-employment non-solicitation and non-competition for 12 months following any termination of employment and indefinite covenants covering confidentiality and non-disparagement.

In the event of a covered termination, the Severance Plan provides for the following payments and benefits:

| | ● | the prior year’s cash bonus, to the extent earned but not yet paid as of the date of termination; |

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

| | ● | a lump-sum pro-rata cash bonus for the year of termination based on actual performance; |

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

| | ● | a payment, in cash or an equivalent number of LTIP Units, equal to the sum of the executive’s (x) annual base salary and (y) target annual bonus opportunity (the “severance amount”) multiplied by the multiplier applicable to such executive (which is 1.5 for Messrs. Bragg and Lacy), payable in equal monthly installments over the applicable severance period (which is 18 months for Messrs. Bragg and Lacy); |

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

| | ● | a cash payment in an amount equal to the total amount of the monthly COBRA insurance premiums for participation in the welfare benefit programs of the Company in which the executive participated as of the date of termination (the “welfare benefit”), payable for a period of up to 12 months (12 months for Messrs. Bragg and Lacy); and |

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

| | ● | any unvested time-based equity awards (including performance-based awards that convert to time-based awards in connection with a change of control) will vest in full, and any unvested performance-based equity awards will vest at the greater of the target award or actual performance, if measurable, through the date of termination. |

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

Notwithstanding the foregoing, in the event such covered termination occurs during the two-year period following a change of control (as defined in the Severance Plan), the Severance Plan provides for the following payments and benefits:

| | ● | the prior year’s cash bonus, to the extent earned but not yet paid as of the date of termination; |

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

| | ● | a lump-sum pro-rata cash bonus for the year of termination based on actual performance; |

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

| | ● | the severance amount multiplied by the multiplier applicable to such executive (which is 2 for Messrs. Bragg and Lacy); |

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

| | ● | the welfare benefit payable for a period of up to 18 months (18 months for Messrs. Bragg and Lacy); and |

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

| | ● | any unvested time-based equity awards (including performance-based awards that convert to time-based awards in connection with a change of control) will vest in full, and any unvested performance-based equity awards will vest at the greater of the target award or actual performance, if measurable, through the date of termination. |

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

The foregoing summary is qualified in its entirety by reference to the Severance Plan, a copy of which is filed herewith as Exhibit 10.33 and is incorporated herein by reference.

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 [removed: 2025] [added: 2026] Annual Meeting of Stockholders and is incorporated herein by reference.

Information regarding our codes is available on our website, www.udr.com, and is incorporated by reference to the information set forth under the heading “Corporate Governance Matters” in our definitive proxy statement for UDR’s [removed: 2025] [added: 2026] 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 [removed: 2025] [added: 2026] Annual Meeting of Stockholders and is incorporated herein by reference.

The information concerning the security ownership of certain beneficial owners and management and related stockholder matters (including equity compensation plan information) required by Item 12 will be included in the Proxy Statement to be filed relating to our [removed: 2025] [added: 2026] Annual Meeting of 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 [removed: 2025] [added: 2026] Annual Meeting of Stockholders and is incorporated herein by reference.

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 [removed: 2025] [added: 2026] Annual Meeting of Stockholders and is incorporated herein by reference.

| 10.06* | | [Indemnification Agreement by and between UDR, Inc. and each of its directors and [added: executive] officers [removed: listed on Schedule A thereto](https://www.sec.gov/Archives/edgar/data/74208/000007420821000108/udr-20210930ex101262057.htm).] [added: (as defined in Exchange Act Rule 3b-7).](https://www.sec.gov/Archives/edgar/data/74208/000007420825000072/udr-20250930xex10d2.htm)] | ​ | Exhibit [removed: 10.1] [added: 10.2] to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2021.] [added: 2025.] |

| [removed: 10.09] [added: 10.13] | ​ | [Second Amended and Restated Credit Agreement, dated as of September 15, 2021, by and among UDR, Inc., as borrower, and the lenders and agents party thereto](https://www.sec.gov/Archives/edgar/data/74208/000007420821000093/udr-20210915ex10183ff34.htm). | ​ | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated September 15, 2021 and filed with the SEC on September 15, 2021. |

| [removed: 10.10] [added: 10.14] | | [First Amendment to Second Amended and Restated Credit Agreement, dated as of September 19, 2022, by and among UDR, Inc., as borrower, and the lenders and agents party thereto](https://www.sec.gov/Archives/edgar/data/74208/000007420822000068/udr-20220930xex10d2.htm). | ​ | Exhibit 10.2 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022. |

| [removed: 10.11] [added: 10.15] | | [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. |

| [removed: 10.12] [added: 10.17] | ​ | [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: 10.13] [added: 10.18] | ​ | [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: 10.14] [added: 10.09] | ​ | [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 [removed: Issue.](http://www.sec.gov/Archives/edgar/data/74208/000007420814000031/ex12distributionagreementa.htm)] [added: Issue](https://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: 10.15] [added: 10.19] | ​ | [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: 10.16*] [added: 10.20*] | | [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: 10.17*] [added: 10.21*] | | [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: 10.18*] [added: 10.22*] | | [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: 10.19] [added: 10.10] | ​ | [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 [removed: Issue.](http://www.sec.gov/Archives/edgar/data/74208/000007420817000055/ex12-04272017xdistribution.htm)] [added: Issue](https://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: 10.20*] [added: 10.23*] | ​ | [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: 10.21*] [added: 10.24*] | ​ | [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: 10.22] [added: 10.11] | ​ | [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: 10.23] [added: 10.12] | ​ | [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: 10.24*] [added: 10.25*] | ​ | [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: 10.25*] [added: 10.26*] | ​ | [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: 10.26*] [added: 10.27*] | ​ | [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: 10.27] [added: 10.28] | ​ | [Amended and Restated Agreement of Limited Partnership of United Dominion Realty, [removed: L.P.] [added: L.P.,] dated as of [removed: February 23, 2004.](http://www.sec.gov/Archives/edgar/data/74208/000103570404000111/d13216exv10w23.txt)] [added: October 29, 2025](https://www.sec.gov/Archives/edgar/data/74208/000007420825000072/udr-20250930xex10d4.htm).] | ​ | Exhibit [removed: 10.23] [added: 10.4] to UDR, Inc.’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2003.] [added: September 30, 2025.] |

| [removed: 10.28] [added: 10.16] | [removed: ​] | [removed: [First] [added: [Third] Amendment to [removed: the] [added: Second] Amended and Restated [removed: Agreement of Limited Partnership of United Dominion Realty, L.P.] [added: Credit Agreement,] dated as of [removed: June 24, 2005.](http://www.sec.gov/Archives/edgar/data/74208/000103570405000429/d27563exv10w06.htm)] [added: September 25, 2025, by and among UDR, Inc., as borrower, and the lenders and agents party thereto](https://www.sec.gov/Archives/edgar/data/74208/000007420825000072/udr-20250930xex10d3.htm).] | ​ | Exhibit [removed: 10.06] [added: 10.3] to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 2005.] [added: 2025.] |

| [removed: 10.31] [added: 19] | ​ | [removed: [Fourth Amendment to the Amended] [added: [Amended] and Restated [removed: 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)] [added: Insider Trading Compliance Program](https://www.sec.gov/Archives/edgar/data/74208/000007420825000010/udr-20241231xex19.htm).] | ​ | Exhibit [removed: 10.25] [added: 19] to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, [removed: 2007.] [added: 2024.] |

| [removed: 10.33] [added: 10.30*] | ​ | [removed: [Sixth Amendment to the Amended and Restated] [added: [Executive] Agreement [removed: of Limited Partnership of United Dominion Realty, L.P.] [added: by and between UDR, Inc. and Thomas W. Toomey,] dated [removed: as of December 9, 2008.](http://www.sec.gov/Archives/edgar/data/74208/000095012308017282/d65492exv10w1.htm)] [added: 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 [removed: December 9, 2008] [added: February 15, 2024] and filed with the Commission on [removed: December 10, 2008.] [added: February 20, 2024.] |

| [removed: 10.34] [added: 10.31*] | ​ | [removed: [Seventh Amendment to the Amended and Restated] [added: [Letter] Agreement [removed: of Limited Partnership of United Dominion Realty, L.P.,] [added: by and between UDR, Inc. and Harry G. Alcock,] dated [removed: as of] March [removed: 13, 2009.](http://www.sec.gov/Archives/edgar/data/74208/000129993309001275/exhibit1.htm)] [added: 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 [removed: March 18, 2009] and filed with the Commission on March [removed: 19, 2009.] [added: 14, 2024.] |

| [removed: 10.35] [added: 10.32*] | ​ | [removed: [Eighth Amendment to the Amended] [added: [Separation Agreement, between UDR, Inc.] and [removed: Restated Agreement of Limited Partnership of United Dominion Realty, L.P.,] [added: Joseph D. Fisher,] dated [removed: as of November 17, 2010.](http://www.sec.gov/Archives/edgar/data/74208/000129993310004123/exhibit1.htm)] [added: September 2, 2025](https://www.sec.gov/Archives/edgar/data/74208/000007420825000059/udr-20250902xex10d1.htm).] | ​ | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated and filed with the Commission on [removed: November 18, 2010.] [added: September 2, 2025.] |

| [removed: 10.40*] [added: 10.29*] | ​ | [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. |

| [removed: 19] [added: 21] | ​ | [removed: [Amended and Restated Insider Trading Compliance Program](https://www.sec.gov/Archives/edgar/data/74208/000007420825000010/udr-20241231xex19.htm).] [added: [Subsidiaries of UDR, Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420826000013/udr-20251231xex21.htm)] | ​ | Filed herewith. |

| [removed: 21] [added: 10.33*] | ​ | [removed: [Subsidiaries of UDR, Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420825000010/udr-20241231xex21.htm)] [added: [UDR, Inc. Executive Severance Plan](https://www.sec.gov/Archives/edgar/data/74208/000007420826000013/udr-20251231xex10d33.htm).] | ​ | Filed herewith. |

| 23 | | [Consent of Independent Registered Public Accounting Firm for UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420825000010/udr-20241231xex23.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420826000013/udr-20251231xex23d1.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/74208/000007420825000010/udr-20241231xex31d1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420826000013/udr-20251231xex31d1.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/74208/000007420825000010/udr-20241231xex31d2.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420826000013/udr-20251231xex31d2.htm)] | ​ | Filed herewith. |

| 32.1 | ​ | [Section 1350 Certification of the Chief Executive Officer of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420825000010/udr-20241231xex32d1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420826000013/udr-20251231xex32d1.htm)] | ​ | Filed herewith. |

| 32.2 | ​ | [Section 1350 Certification of the Chief Financial Officer of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420825000010/udr-20241231xex32d2.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420826000013/udr-20251231xex32d2.htm)] | ​ | Filed herewith. |

| 101 | ​ | Inline XBRL (Extensible Business Reporting Language). The following materials from this Annual Report on Form 10-K for the period ended December 31, [removed: 2024,] [added: 2025,] formatted in Inline XBRL: (i) consolidated balance sheets of UDR, Inc., (ii) consolidated statements of operations of UDR, Inc., (iii) consolidated statements of comprehensive income/(loss) of UDR, Inc., (iv) consolidated statements of changes in equity of UDR, Inc., (v) consolidated statements of cash flows of UDR, Inc., and (vi) notes to consolidated financial statements of UDR, Inc. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | ​ | Filed herewith. |

| ​ | ​ | ​ | ​ | ​ |

| 10.29 | ​ | [Second Amendment to the Amended and Restated Agreement of Limited Partnership of United 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, 2006. |

| 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. |

| 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. |

| 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. |

| 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. |

| 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. |

| 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. |

| 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. |

| Date: February [removed: 18, 2025] [added: 17, 2026] | By: | /s/ Thomas W. Toomey |

| ​ | ​ | Chairman of the [removed: Board] [added: Board, President] and Chief Executive Officer (Principal Executive Officer) |

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on February [removed: 18, 2025] [added: 17, 2026] by the following persons on behalf of the registrant and in the capacities indicated.

| Chairman of the [removed: Board] [added: Board, President] and Chief Executive Officer (Principal Executive Officer) | ​ | Director |

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

| /s/ [removed: Tracy L. Hofmeister] [added: Jon A. Grove] | ​ | /s/ Mary Ann King |

| [removed: Tracy L. Hofmeister |] ​ [added: Jon A. Grove] | ​ [added: |] Mary Ann King |

| [Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023](#BALANCESHEETS_439565)] [added: 2024](#BALANCESHEETS_439565)] | F-5 |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#STATEMENTSOFOPERATIONS_417018)] [added: 2023](#STATEMENTSOFOPERATIONS_417018)] | F-6 |

| [Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#COMPREHENSIVEINCOMELOSS_987542)] [added: 2023](#COMPREHENSIVEINCOMELOSS_987542)] | F-7 |

| [Consolidated Statements of Changes in Equity for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#CHANGESINEQUITY_994858)] [added: 2023](#CHANGESINEQUITY_994858)] | F-8 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#CASHFLOWS_264688)] [added: 2023](#CASHFLOWS_264688)] | F-9 |

We have audited the accompanying consolidated balance sheets of UDR, Inc. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] and the related notes and [removed: 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 18, 2025] [added: 17, 2026] expressed an unqualified opinion thereon.

| _Description of the Matter_ | At December 31, [removed: 2024,] [added: 2025,] the Company’s real estate owned, net and investment in and advances to unconsolidated joint ventures, net were approximately [removed: $9.3] [added: $9.1] billion and [removed: $917.5] [added: $886.5] 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 [removed: or redevelopment communities.] [added: properties.] During [removed: 2024,] [added: 2025,] the Company [removed: recognized] [added: did not recognize] an impairment [removed: loss of $8.1 million] related to [added: real estate owned, net or any other than temporary impairments related to its investment in unconsolidated joint ventures.] |

| | [removed: its investment in and advances to unconsolidated joint 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 [removed: a high degree of] [added: the] subjectivity [added: involved] 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 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. |

| _How We Addressed the Matter in Our Audit_ | We tested the Company’s internal controls over the asset impairment evaluation process. This included testing controls over management’s determination and review of the considerations used in the impairment indicator analysis. Our procedures with [removed: regards] [added: regard] to the Company’s evaluation for indicators of impairment included, among others, testing the completeness and accuracy of management’s impairment analysis and evaluating management’s judgments determining whether indicators of impairment were present. For example, we performed [removed: inquires] [added: inquiries] of management, considered historical operating results and [removed: the] current market conditions, performed an independent assessment using both internally and externally available information, [added: and] read the minutes of the meetings of the Board of [removed: Directors, and reviewed the Company’s development and redevelopment costs.] [added: Directors.] |

We have audited UDR, Inc.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control Integrated] [added: 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] and the related [removed: notes,] [added: notes] and [removed: the] financial statement schedule listed in the [removed: accompanying] Index at Item 15(a) and our report dated February [removed: 18, 2025] [added: 17, 2026] expressed an unqualified opinion thereon.

| [added: ​ |] ​ [added: ​ ​] | [added: 2025] | [added: | ​ |] 2024 | | [added: ​] | 2023 | |

| Real estate owned: | | ​ | [added: ​] | | ​ | [added: ​] |

| Real estate held for investment | ​ | $ | [removed: 15,994,794] [added: 16,415,000] | ​ | $ | [removed: 15,757,456] [added: 15,994,794] |

| Less: accumulated depreciation | ​ | | [removed: (6,836,920)] [added: (7,374,546)] | ​ | | [removed: (6,242,686)] [added: (6,836,920)] |

| Real estate held for investment, net | ​ | | [removed: 9,157,874] [added: 9,040,454] | ​ | | [removed: 9,514,770] [added: 9,157,874] |

| Real estate under development (net of accumulated depreciation of $0 and [removed: $184,] [added: $0,] respectively) | ​ | | [removed: —] [added: 72,885] | ​ | | [removed: 160,220] [added: —] |

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

| Total real estate owned, net of accumulated depreciation | ​ | | [removed: 9,312,337] [added: 9,113,339] | ​ | | [removed: 9,756,029] [added: 9,312,337] |

| Cash and cash equivalents | [removed: ​] [added: ​] | [added: $] | [removed: 1,326] [added: 1,222] | ​ | [added: $] | [added: 1,326 | ​ | $ |] 2,922 |

| Restricted cash | [added: ​ |] ​ | [added: 35,710] | [removed: 34,101] [added: ​] | ​ | [added: 34,101] | [added: ​ | ​ |] 31,944 |

| Notes receivable, net | ​ | | [removed: 247,849] [added: 149,979] | ​ | | [removed: 228,825] [added: 247,849] |

| Investment in and advances to unconsolidated joint ventures, net | ​ | | [removed: 917,483] [added: 886,492] | ​ | | [removed: 952,934] [added: 917,483] |

| Operating lease right-of-use assets | ​ | ​ | [removed: 186,997] [added: 187,624] | ​ | ​ | [removed: 190,619] [added: 186,997] |

| Other assets | ​ | | [removed: 197,493] [added: 231,308] | ​ | | [removed: 209,969] [added: 197,493] |

| Total assets | ​ | $ | [removed: 10,897,586] [added: 10,605,674] | ​ | $ | [removed: 11,373,242] [added: 10,897,586] |

| LIABILITIES AND EQUITY | ​ | | [added: ​] | ​ | | [added: ​] |

| Liabilities: | ​ | | [added: ​] | ​ | | [added: ​] |

| Secured debt, net | ​ | $ | [removed: 1,139,331] [added: 961,180] | ​ | $ | [removed: 1,277,713] [added: 1,139,331] |

| Unsecured debt, net | ​ | | [removed: 4,687,634] [added: 4,860,189] | ​ | | [removed: 4,520,996] [added: 4,687,634] |

| /s/ David D. Bragg | ​ | /s/ Richard B. Clark |

| ​ David D. Bragg | ​ | ​ Richard B. Clark |

| /s/ Tracy L. Hofmeister | ​ | /s/ Ellen M. Goitia |

| Tracy L. Hofmeister | ​ | ​ Ellen M. Goitia |

| ​ | ​ | ​ |

February 17, 2026

February 17, 2026

| ​ | ​ ​ ​ | 2025 | | ​ ​ ​ | 2024 | |

| Cash and cash equivalents | ​ | | 1,222 | ​ | | 1,326 |

| Restricted cash | ​ | | 35,710 | ​ | | 34,101 |

| Balance at December 31, 2025 | ​ | $ | 43,193 | ​ | $ | 3,283 | ​ | $ | 7,480,594 | ​ | $ | (4,240,268) | ​ | $ | 1,660 | ​ | $ | 335 | ​ | $ | 3,288,797 |

| Notes receivable settled in exchange for real estate owned | ​ | ​ | 180,700 | ​ | ​ | — | ​ | ​ | — |

| Conversion of note receivable to equity securities | ​ | ​ | 42,807 | ​ | ​ | — | ​ | ​ | — |

| Right-of-use assets obtained in exchange for operating lease liabilities remeasurement | ​ | ​ | 4,422 | ​ | ​ | — | ​ | ​ | — |

During the years ended December 31, 2025,

Operations.

| ​ | ​ | 2025 | ​ | 2025 | | ​ | 2024 | |

| (b) | The Company had a secured note with an unaffiliated third party with an aggregate commitment of $32.5 million, all of which was funded. In April 2025, the borrower’s assets were acquired by an unaffiliated third party real estate technology company. In connection with the sale, the Company’s note and accrued interest were settled in full through the receipt of an equity interest in the real estate technology company. As the Company does not have significant influence in the real estate technology company, we adopted the measurement alternative accounting method for the investment. The measurement alternative measures the equity investment at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same |

DECEMBER 31, 2025

| | issuer. The Company recorded its investment in the real estate technology company in _Other Assets_ on the Consolidated Balance Sheets. |

| (c) | The Company had three loans (the “Notes”) with a joint venture that owned a 478 apartment home operating community located in Philadelphia, Pennsylvania with an aggregate commitment of $205.5 million (exclusive of accrued and unpaid interest and a $37.6 million loan reserve), all of which was funded. The Notes were senior to the equity in the borrower and were on non-accrual status. In May 2025, the Company acquired the developer’s equity interest in the joint venture. In connection with the acquisition, the developer paid the Company $6.7 million, which consisted primarily of unpaid interest on the Notes and reimbursement for certain costs previously advanced by the Company. As a result, the joint venture became wholly owned, and the Company began consolidating the community. The consolidation of the community resulted in the Company recording $3.9 million in previously unaccrued interest and a $0.3 million gain on consolidation both of which are recorded in _Interest income and other income/(expense), net on_ the Consolidated Statements of Operations (See Note 3, _Real Estate Owned_ for more information). |

DECEMBER 31, 2025

| ​ | ​ | ​ |

| (Provision)/recovery for credit losses | ​ | 213 |

| Write-offs charged against allowance (1) | ​ | 37,629 |

| Allowance for credit losses as of December 31, 2025 | $ | (591) |

| | (1) | See footnote (c) above for further information. |

The income is allocated to holders of OP Units/DownREIT Units based

DECEMBER 31, 2025

A TRS is a C-corporation that has not elected REIT status and, accordingly, is subject to federal and state income taxes.

When

DECEMBER 31, 2025

DECEMBER 31, 2025

In accordance with the leases guidance, if collection of lease payments is no longer deemed to be probable

DECEMBER 31, 2025

| ​ | ​ ​ ​ | December 31, | | ​ ​ ​ | December 31, | |

| ​ | ​ | 2025 | | ​ | 2024 | |

In May 2025, the Company acquired the developer’s equity interest in a 478 apartment home operating community located in Philadelphia, Pennsylvania.

The Company previously had three loans with the joint venture including a senior loan.

In connection with the acquisition, the developer paid the Company $6.7 million, which consisted primarily of unpaid interest on the senior loan and reimbursement for certain costs previously advanced by the Company.

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

| /s/ Joseph D. Fisher | ​ | /s/ Jon A. Grove |

| ​ Joseph D. Fisher | ​ | ​ Jon A. Grove |

| /s/ James D. Klingbeil | ​ | /s/ Clint D. McDonnough |

| ​ James D. Klingbeil | ​ | Clint D. McDonnough |

February 18, 2025

UDR, INC.

| Balance at December 31, 2021 | ​ | $ | 44,765 | ​ | | 3,181 | ​ | | 6,884,269 | ​ | | (3,485,080) | ​ | | (4,261) | ​ | | 31,430 | ​ | | 3,474,304 |

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

| Proceeds from the issuance of common shares through public offering, net | ​ | | — | ​ | | — | ​ | | 629,552 |

| Cash and cash equivalents | ​ | $ | 2,922 | ​ | $ | 1,193 | ​ | $ | 967 |

| Restricted cash | ​ | ​ | 31,944 | ​ | ​ | 29,001 | ​ | ​ | 27,451 |

We are currently evaluating the effect that the ASU will have on the consolidated financial statements and related disclosures.

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.

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

The ASU is effective for the Company for the year ended

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

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

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

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

| (b) | The Company has a secured note with an unaffiliated third party with an aggregate commitment of $32.5 million, all of which was funded as of December 31, 2024. Interest payments are due monthly, with the exception of payments from June 2022 to maturity, which are accrued and added to the principal balance and will be due at maturity of the note. In December 2024, the maturity date of the note was extended to March 31, 2025. The note is secured by substantially all of the borrower’s assets and matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $5.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) March 31, 2025. |

| (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 |

| | 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. |

cash settlement), subject to certain conditions and the right of the counterparty to accelerate settlement under certain circumstances.

| | (a) | Accumulated depreciation is inclusive of $21.2 million and $17.2 million of accumulated amortization related to real estate intangible assets as of December 31, 2024 and 2023, respectively. |

In April 2022, the Company acquired a to-be-developed parcel of land located in Fort Lauderdale, Florida for approximately $16.0 million.

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

In June 2022, the Company acquired a to-be-developed parcel of land, which included two operating retail components, located in Riverside, California for approximately $29.0 million.

The Company increased its real estate assets owned by approximately $28.2 million and recorded $0.8 million of in-place lease intangibles.

In November 2022, the Company sold an operating community located in Orange County, California with a total of 90 apartment homes for gross proceeds of $41.5 million, resulting in a gain of approximately $25.5 million.

At December 31, 2024, the Company was not developing any communities although the Company is 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.

| Real estate intangible assets, net (a) | ​ | $ | 28,775 | ​ | $ | 24,581 | ​ | $ | 1,562 | ​ | $ | 1,505 | ​ | $ | 424 | ​ | $ | 416 | ​ | $ | 287 |

| In-place lease intangible assets, net (b) | ​ | ​ | 2,264 | ​ | ​ | 610 | ​ | ​ | 504 | ​ | ​ | 434 | ​ | ​ | 318 | ​ | ​ | 266 | ​ | ​ | 132 |

| Total | ​ | $ | 31,039 | ​ | $ | 25,191 | ​ | $ | 2,066 | ​ | $ | 1,939 | ​ | $ | 742 | ​ | $ | 682 | ​ | $ | 419 |

In January 2025, the Company fully amortized $22.7 million of unamortized real estate intangible assets related to the sale of two operating communities discussed above.

_Consolidated joint venture_