Item 9B. OTHER INFORMATION

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Item 9B. OTHER INFORMATION

During the three months ended December 31, 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.

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