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UDR 10-K & 10-Q changes, risk factors and insider trading

UDR, Inc. · NYSE · Real Estate Investment Trusts · CIK 74208 · All filings on SEC.gov

Everything below is quoted or computed from UDR, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

1 / 1risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
1Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-17 (period ending 2025-12-31) with 10-K filed 2025-02-18 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

1new paragraphs
1removed paragraphs
15reworded paragraphs
13,886 → 14,067words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: lawsuit, regulation

Paragraph as it now reads, with added and removed wording marked:

The Adoption of, or Changes to, Rent Control, Rent Stabilization, Eviction, Tenants’ Rights and Similar Laws and Regulations in Our Markets Could Have an Adverse Effect on Our Results of Operations and Property Values. Various state and local governments as well as the federal government have enacted and may continue to enact rent control, rent stabilization, oreviction, limitations,tenants’ rights, allowable fees, and similarother laws,matters, regulationsas well as any lawsuits against us arising from such laws and policies,regulations, including laws or court orders, that couldmay limit our ability to raisecharge rentsmarket rents, increase rents, evict delinquent tenants or charge certainfees, feesor recover increases in our operating expenses, which could have aan retroactiveadverse effect.effect on our results of operations and the value of our properties. These laws, regulations and policies may apply prospectively or retroactively. For example, in June2023, 2019,Montgomery County, Maryland enacted rent control that initially impacts a portion of our portfolio in that market. In 2024, the State of New York enactedpassed the Good Cause Eviction Law, which established rent limits on certain market-rate apartments. In the City of New York, the new administration is seeking to freeze rent controlincreases regulationsfor knowncovered asproperties. Although our properties currently have minimal exposure to the Housingcity’s Stabilityallowable andannual Tenantrent Protectionincreases, Actsuch ofa 2019,freeze, or other measures that seek to increase affordability, would in Octoberturn ofreduce 2019,our theproperty Statevalues. of California enacted the Tenant Protection Act of 2019, and in SeptemberIn 2024, the City of SalinasSalinas, California,California passed a rent stabilization ordinance.ordinance that impacted all our properties within the city. In 2025, the State of Washington enacted statewide rent control, which initially impacts a portion of our properties within the state. In some casescases, the increases in rents allowed by such regulations may not offset increases in expenses, whether such increases in expenses are due to inflation or otherwise. We have seen a recent increase in governments enacting or considering, or being urged to consider, such laws and regulations. Federal, state and local governments or courts also have made, and may make in the future, changes to laws related to allowable fees and rents, eviction and other tenants’ rights laws and regulations (including changes that apply retroactively) that could adversely impact our results of operations and the value of our properties. Laws and regulations regarding rent control, rent stabilization, eviction, tenants’ rights, allowable fees, and other matters, as well as any lawsuits against us arising from such laws and regulations, may limit our ability to charge market rents, increase rents, evict delinquent tenants or charge fees, or recover increases in our operating expenses, which could have an adverse effect on our results of operations and the value of our properties. In addition, the increases in regulations applicable to our business in general may increase our costs of compliance and could have an adverse effect on our financial performance.
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Reworded topics: lawsuit, antitrust

Paragraph as it now reads, with added and removed wording marked:

Risk of Litigation. From time to time, we are, and would expect to be in the future, involved in legal proceedings, lawsuits, and other claims with respect to our properties or operations. For example, we arehave currentlybeen named as a defendant in a consolidatednumber classof actioncases lawsuitalleging antitrust violations by RealPage, Inc., a vendor providing revenue management software products, and lawsuitsvarious owners or managers of multifamily housing, which cases have been consolidated in the United States Court for the Middle District of Tennessee, and cases with similar allegations that have been filed by the District of ColumbiaColumbia, the State of Maryland and the State of Maryland involving RealPage, which is one of our vendors.Washington. An unfavorable resolution of any litigation may have a material adverse effect on our business, results of operations and financial condition. Further, being involved in litigation, whether the result is favorable or unfavorable, could negatively impact our reputation. Additionally, litigation, whether the result is favorable or unfavorable, has in the past and may in the future result in substantial costs and expenses and could significantly divert the attention of management.
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Reworded topics: tariff, inflation

Paragraph as it now reads, with added and removed wording marked:

We Face Risks Related to Inflation/Deflation. Substantial inflationary or deflationary pressures could have a negative effect on rental rates and property operating expenses. The U.S. economy has during certain periods over the last few years experienced periods of high rates of inflation,inflation and could again, including due to pressures related to recently announced tariffs, which has increasedin the past increased, and could in the future increase, our operating expenses due to higher third party vendor costs and increased our interest expense due to higher interest rates on our variable rate debt. Although the short-term nature of our apartment leases may, absent other factors, enable us to compensate for inflationary effects by increasing rents on our apartment homes, an extreme or sustained escalation in costs could have a negative impact on our residents and their ability to absorb rent increases. The general risk of inflation is that interest on our debt, general and administrative expenses, materials costs, labor costs, and other expenses increase at a rate faster than increases in our rental rates, which could adversely affect our financial condition or results of operations.
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Reworded topics: regulation

Paragraph as it now reads, with added and removed wording marked:

Third-Party Expectations Relating to Environmental, Social and Governance Factors May Impose Additional Costs and Expose Us to New Risks. There is a focus from certain investors, tenants, employees, and other stakeholders concerning corporate responsibility, specifically related to environmental, social and governance factors. In addition, there has been increased focus on such matters by various regulatory authorities, including the SEC and the state of California and other states or jurisdictions, and the activities and expense required to comply with new laws, regulations or standards may be significant. In addition, the standards or expectations of various stakeholders or regulators may differ from each other and it may not be possible to comply with all of such standards or expectations. Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased in number, resulting in varied and in some cases inconsistent standards. In addition, the criteria by which companies’ corporate responsibility practices are assessed and the regulations applicable thereto are evolving, which could result in greater expectations of us and cause us to undertake costly initiatives or activities to satisfy such new criteria or regulations. Further, if we elect not to or are unable to satisfy such new criteria or do not meet the criteria of a specific third-party provider or investor, some investors may conclude that our policies with respect to corporate responsibility are inadequate. We may face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies. Furthermore, if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest in our competitors instead. In addition, we have communicated certain initiatives and goals regarding environmental, social and governance matters, and we may in the future communicate revised or additional initiatives or goals. We could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. In addition, certain locations have enacted and others may in the future enact sustainability regulations pertaining to buildings, including existing buildings. If we fail to satisfy the expectations of investors, tenants and other stakeholders, our initiatives are not executed as planned, we are unable to comply with regulations or we do not satisfy our goals, our reputation and financial results could be adversely affected.
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New text topics: regulation
“In addition, the criteria by which companies’ corporate responsibility practices are assessed and the regulations applicable thereto are evolving, which could result in greater expectations of us and cause us to undertake costly initiatives or activities to satisfy such new criteria or regulations. Further, if we elect not to or are unable to satisfy such new criteria or do not meet the criteria of a specific third-party provider or investor, some investors may conclude that our policies with respect to corporate responsibility are inadequate. …”
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Removed text
“As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants or to increase ventilation, which could adversely affect our results of operations and cash flows. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants or others for property damage or personal injury.”
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Full comparison: every changed paragraph (17)

Green = added, red = removed. Unchanged paragraphs, 3 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

There are many factors that affect the business and the results of operations of the Company, some of which are beyond its control. The following is a description of importantmaterial factors that may cause the Company’s actual results in future periods to differ materially from those currently expected or discussed in forward-looking statements set forth in this Report relating to our financial results, operations and business prospects. Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Report, and we expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law. These risks are not all of the risks we face and other factors not presently known to us or that we currently believe are immaterial may also affect our business if they occur.

Reworded

Unfavorable Apartment Market and Economic Conditions Could Adversely Affect Occupancy Levels, Rental Revenues and the Value of Our Real Estate Assets. Unfavorable market conditions in the areas in which we operate or unfavorable economic conditions generally, may significantly affect our occupancy levels, our rental rates and collections, the value of our properties and our ability to acquire or dispose of apartment communities on economically favorable terms. Our ability to lease our properties at favorable rates is adversely affected by increases in supply in the multifamily and other rental markets and is dependent upon the overall level in the economy, which is adversely affected by, among other things, job losses and unemployment levels, recession, debt levels, housing markets, stock market volatilityvolatility, any federal government shutdown and uncertainty about the future. Our major expenses generally do not decline when related rents decline. We would expect that declines in our occupancy levels and rental and other revenues would cause us to have less cash available to pay our indebtedness and to distribute to our stockholders, which could adversely affect our financial condition or the market value of our securities. Factors that have in the past and may in the future affect our occupancy levels, our rental revenues, and/or the value of our properties include the following, among others:

Reworded

We May Be Unable to Renew Leases or Relet Apartment Units as Leases Expire, or the Terms of Renewals or New Leases May Be Less Favorable Than Current Leases. When our residents decide to leave our apartments, whether because their leases are not renewed or they leave prior to their lease expiration date, we may not be able to relet their apartment units. Even if leases are renewed or we can relet the apartment units, the terms of renewal or reletting may be less favorable to us than the expiring lease terms. Furthermore, because the majority of our apartment leases have initial terms of 12 months or less, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms. If we are unable to promptly renew the leases or relet the apartment units, or if the rental rates upon renewal or reletting are lower than expected rates, then our results of operations and financial condition may bebe, and have in the past been, adversely affected. If residents do not experience increases in their income or if they experience decreases in their income or job losses, we may be unable to increase or maintain rent and/or delinquencies may increase.

Reworded

We Face Risks Related to Inflation/Deflation. Substantial inflationary or deflationary pressures could have a negative effect on rental rates and property operating expenses. The U.S. economy has during certain periods over the last few years experienced periods of high rates of inflation,inflation and could again, including due to pressures related to recently announced tariffs, which has increasedin the past increased, and could in the future increase, our operating expenses due to higher third party vendor costs and increased our interest expense due to higher interest rates on our variable rate debt. Although the short-term nature of our apartment leases may, absent other factors, enable us to compensate for inflationary effects by increasing rents on our apartment homes, an extreme or sustained escalation in costs could have a negative impact on our residents and their ability to absorb rent increases. The general risk of inflation is that interest on our debt, general and administrative expenses, materials costs, labor costs, and other expenses increase at a rate faster than increases in our rental rates, which could adversely affect our financial condition or results of operations.

Reworded

Competition Could Adversely Affect Our Ability to Acquire Properties. In the past, other real estate investors, including insurance companies, pension and investment funds, developer partnerships, investment companies and other public and private apartment REITs, have competed with us to acquire existing properties and to develop new properties, and such competition in the future may limit attractive investment opportunities, which could adversely affect our ability to grow or acquire properties profitably or with attractive returns.

Reworded

Development and Construction Risks Could Impact Our Profitability. In the past we have pursuedpursued, and we are currently pursuing, the development and construction of apartment communities,communities. and weWe intend to continue to do so in the future as appropriate opportunities arise. Development activities have been, and in the futureWe may be,conduct conducteddevelopment activities through wholly-owned affiliated companies or through joint ventures with unaffiliated parties. Our development and construction activities are subject to the following risks, among others:

Reworded

Bankruptcy or Defaults of Our Counterparties Could Adversely Affect Our Performance. We have relationships with and we execute transactions with or receive services from many counterparties, such as general contractors engaged in connection with our development activities, borrowers, orand joint venture partners, among others. As a result, bankruptcies or defaults by these counterparties or their subcontractors have resulted in, and in the future could result in, services not being provided as expected, projects not being completed on time, on budget, or at all, or contractual obligations to us not being satisfied. Further, volatility in the financial markets and economic weakness could affect the counterparties’ ability to complete transactions with us as intended. Either circumstance could result in disruptions to our operations that may adversely affect our financial condition and results of operations.

Reworded

Failure to Succeed with New Initiatives May Limit Our Ability to Grow NOI. We have in the past developed and may in the future develop initiatives or processes that are intended to drive operating efficiencies and grow NOI, including smart home technologies and self-service options that are accessible to residents through smart devices or otherwise. Such initiatives in the past have involved and in the future may involve our associates having new or different responsibilities and processes. We may incur significant costs and divert resources in connection with such initiatives or processes, and these initiatives or processes may not perform as projected, which could adversely affect our results of operations and the market price of our common stock. We may also invest, directly or indirectly, in technology companies developing technologies that are of interest to us and we may not realize the intended benefits of such investments and may incur losses in connection with such investments.

Reworded

Our Properties May Contain or Develop Harmful Mold or Suffer from Other Indoor Air Quality Issues, Which Could Lead to Liability for Adverse Health Effects or Property Damage or Cost for Remediation. When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants or to increase ventilation, which could adversely affect our results of operations and cash flows. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants or others for property damage or personal injury.

Removed

As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants or to increase ventilation, which could adversely affect our results of operations and cash flows. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants or others for property damage or personal injury.

Reworded

The Adoption of, or Changes to, Rent Control, Rent Stabilization, Eviction, Tenants’ Rights and Similar Laws and Regulations in Our Markets Could Have an Adverse Effect on Our Results of Operations and Property Values. Various state and local governments as well as the federal government have enacted and may continue to enact rent control, rent stabilization, oreviction, limitations,tenants’ rights, allowable fees, and similarother laws,matters, regulationsas well as any lawsuits against us arising from such laws and policies,regulations, including laws or court orders, that couldmay limit our ability to raisecharge rentsmarket rents, increase rents, evict delinquent tenants or charge certainfees, feesor recover increases in our operating expenses, which could have aan retroactiveadverse effect.effect on our results of operations and the value of our properties. These laws, regulations and policies may apply prospectively or retroactively. For example, in June2023, 2019,Montgomery County, Maryland enacted rent control that initially impacts a portion of our portfolio in that market. In 2024, the State of New York enactedpassed the Good Cause Eviction Law, which established rent limits on certain market-rate apartments. In the City of New York, the new administration is seeking to freeze rent controlincreases regulationsfor knowncovered asproperties. Although our properties currently have minimal exposure to the Housingcity’s Stabilityallowable andannual Tenantrent Protectionincreases, Actsuch ofa 2019,freeze, or other measures that seek to increase affordability, would in Octoberturn ofreduce 2019,our theproperty Statevalues. of California enacted the Tenant Protection Act of 2019, and in SeptemberIn 2024, the City of SalinasSalinas, California,California passed a rent stabilization ordinance.ordinance that impacted all our properties within the city. In 2025, the State of Washington enacted statewide rent control, which initially impacts a portion of our properties within the state. In some casescases, the increases in rents allowed by such regulations may not offset increases in expenses, whether such increases in expenses are due to inflation or otherwise. We have seen a recent increase in governments enacting or considering, or being urged to consider, such laws and regulations. Federal, state and local governments or courts also have made, and may make in the future, changes to laws related to allowable fees and rents, eviction and other tenants’ rights laws and regulations (including changes that apply retroactively) that could adversely impact our results of operations and the value of our properties. Laws and regulations regarding rent control, rent stabilization, eviction, tenants’ rights, allowable fees, and other matters, as well as any lawsuits against us arising from such laws and regulations, may limit our ability to charge market rents, increase rents, evict delinquent tenants or charge fees, or recover increases in our operating expenses, which could have an adverse effect on our results of operations and the value of our properties. In addition, the increases in regulations applicable to our business in general may increase our costs of compliance and could have an adverse effect on our financial performance.

Reworded

Risk of Litigation. From time to time, we are, and would expect to be in the future, involved in legal proceedings, lawsuits, and other claims with respect to our properties or operations. For example, we arehave currentlybeen named as a defendant in a consolidatednumber classof actioncases lawsuitalleging antitrust violations by RealPage, Inc., a vendor providing revenue management software products, and lawsuitsvarious owners or managers of multifamily housing, which cases have been consolidated in the United States Court for the Middle District of Tennessee, and cases with similar allegations that have been filed by the District of ColumbiaColumbia, the State of Maryland and the State of Maryland involving RealPage, which is one of our vendors.Washington. An unfavorable resolution of any litigation may have a material adverse effect on our business, results of operations and financial condition. Further, being involved in litigation, whether the result is favorable or unfavorable, could negatively impact our reputation. Additionally, litigation, whether the result is favorable or unfavorable, has in the past and may in the future result in substantial costs and expenses and could significantly divert the attention of management.

Reworded

Mezzanine Loan or Other Loan Assets Involve Greater Risks of Loss than Senior Loans Secured by Income-Producing Properties. We have originated in the past and may in the future originate mezzanine loans, which take the form of subordinated loans secured by second mortgages on the underlying property, which may be under development, or subordinated loans secured by a pledge of the ownership interests of either the entity owning the property, which may be under development, or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property, which may be under development, or loans that are not secured. We have in the past and may in the future originate mezzanine loans for properties or projects that are under development. Mezzanine loans may involve a higher degree of risk than a senior mortgage secured by real property, because the security for the loan may lose all or substantially all of its value as a result of foreclosure by the senior lender and because it is in second position and there may not be adequate equity in the property. Unsecured loans involve higher risk by virtue of being unsecured. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan. If a borrower defaults on our loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine or other loan will be satisfied only after the senior debt. As a result, we may not recover some of or all our investment. In addition, mezzanine loans typically have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal. Further, foreclosing on our security interest may be delayed or otherwise impacted by the existence of the senior loan, the senior lender’s decision regarding whether to enforce its remedies, or the timing of the senior lender’s foreclosure or enforcement of other remedies with respect to such loan. If there is a default on the senior debt or an inability to refinance the senior debt, we may contribute additional capital or take other actions that we would not otherwise pursue absent such default or failure. In addition, in the event of a default or other changes in the circumstances of an investment, including a change in the value of the applicable property, we may be, and have been in the past, required to change the manner in which the investment is accounted for, including our ability to recognize earnings, or to recognize an allowance for loan loss or a loss on consolidation.

Reworded

Risk Related to Preferred Equity Investments. We have made in the past and may in the future make preferred equity investments in corporations, limited partnerships, limited liability companies or other entities that have been formed for the purpose of directly or indirectly acquiring, developing and/or managing real property. Generally, we will not have the ability to control the daily operations of the entity, and we will not have the ability to select or remove a majority of the members of the board of directors, managers, general partner or partners or similar governing body of the entity or otherwise control its operations. Although we have sought and would seek to maintain sufficient influence over the entity to achieve our objectives, our partners may have interests that differ from ours and may be in a position to take actions without our consent that are inconsistent with our interests. Further, if our partners were to fail to invest additional capital in the entity when required, which has happened in the past, or otherwise do not perform as expected, we may have to invest additional capital to protect our investment. Our partners have in the past failed, and may in the future fail, to develop or operate the real property, operate the entity, refinance property indebtedness or sell the real property in the manner intended and as a result the entity may not be able to redeem our investment or pay the return expected to us in a timely manner or at all. In addition, we may not be able to dispose of our investment in the entity in a timely manner or at the price at which we would want to divest or at all. Further, the entity may need to refinance third-party debt on terms that are inconsistent with our interests or are terms on which we would not elect to incur debt, or the entity may default on third-party debt. To the extent the entity defaults on third-party debt or is unable to refinance such debt or aany portion thereof, we may acquire such debt or otherwise take action, including contributing additional capital, to protect our position that we would not take absent the default or inability to refinance. Such activities have in the past involved and may in the future involve foreclosing on the security interest in the property secured by such debt, seeking a deed-in-lieu of foreclosure or similar remedy or removing our partner, and such activities may involve costs or delays or create other risks, including the risk of claims from our partners. In the event that such an entity fails to meet expectations, defaults on its debt, or becomes insolvent or the investment or the underlying property otherwise does not perform as expected, we may lose all or part of our investment in the entity, be delayed in recovering our investment or the expected returns or directly or indirectly take over the property or the management thereof at a time at which we would not have done so absent the failure to meet expectations or the default. In addition, in the event of a default or other changes in the circumstances of an investment, including a change in the value of the applicable property, we may be, and have been in the past, required to change the manner in which the investment is accounted for, including our ability to recognize earnings, or recognize an impairment or a loss on consolidation.

Reworded

Third-Party Expectations Relating to Environmental, Social and Governance Factors May Impose Additional Costs and Expose Us to New Risks. There is a focus from certain investors, tenants, employees, and other stakeholders concerning corporate responsibility, specifically related to environmental, social and governance factors. In addition, there has been increased focus on such matters by various regulatory authorities, including the SEC and the state of California and other states or jurisdictions, and the activities and expense required to comply with new laws, regulations or standards may be significant. In addition, the standards or expectations of various stakeholders or regulators may differ from each other and it may not be possible to comply with all of such standards or expectations. Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased in number, resulting in varied and in some cases inconsistent standards. In addition, the criteria by which companies’ corporate responsibility practices are assessed and the regulations applicable thereto are evolving, which could result in greater expectations of us and cause us to undertake costly initiatives or activities to satisfy such new criteria or regulations. Further, if we elect not to or are unable to satisfy such new criteria or do not meet the criteria of a specific third-party provider or investor, some investors may conclude that our policies with respect to corporate responsibility are inadequate. We may face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies. Furthermore, if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest in our competitors instead. In addition, we have communicated certain initiatives and goals regarding environmental, social and governance matters, and we may in the future communicate revised or additional initiatives or goals. We could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. In addition, certain locations have enacted and others may in the future enact sustainability regulations pertaining to buildings, including existing buildings. If we fail to satisfy the expectations of investors, tenants and other stakeholders, our initiatives are not executed as planned, we are unable to comply with regulations or we do not satisfy our goals, our reputation and financial results could be adversely affected.

Added

In addition, the criteria by which companies’ corporate responsibility practices are assessed and the regulations applicable thereto are evolving, which could result in greater expectations of us and cause us to undertake costly initiatives or activities to satisfy such new criteria or regulations. Further, if we elect not to or are unable to satisfy such new criteria or do not meet the criteria of a specific third-party provider or investor, some investors may conclude that our policies with respect to corporate responsibility are inadequate. We may face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies. Furthermore, if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest in our competitors instead. In addition, we have communicated certain initiatives and goals regarding environmental, social and governance matters, and we may in the future communicate revised or additional initiatives or goals. We could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. In addition, certain locations have enacted, and others may in the future enact, sustainability regulations pertaining to buildings, including existing buildings. If we fail to satisfy the expectations of investors, tenants and other stakeholders, our initiatives are not executed as planned, we are unable to comply with regulations or we do not satisfy our goals, our reputation and financial results could be adversely affected.

Reworded

Dividends Paid by REITs Generally Do Not Qualify for Reduced Tax Rates. In general, qualified dividends paid to individual U.S. stockholders are eligible for a reduced 20% U.S. federal income tax rate. However, unlike dividends received from a corporation that is not a REIT, our regular dividends (i.e., dividends other than capital gain dividends) paid to individual U.S. stockholders generally are not eligible for the reduced rates on qualified dividends and are instead taxed at ordinary income rates. However, individual U.S. stockholders generally may deduct 20% of our regular dividends under Section 199A of the Code, reducing the effective tax rate applicable to such dividends (although such provision will expire after December 31, 2025 absent future legislation).dividends.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

12new paragraphs
14removed paragraphs
17reworded paragraphs
8,546 → 8,396words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: impairment
“During the years ended December 31, 2025 and 2024, the Company recognized income/(loss) from unconsolidated entities of $28.4 million and $20.2 million, respectively. The increase of $8.2 million was primarily due to no non-cash impairment losses during the year ended December 31, 2025, as compared to an $8.1 million non-cash impairment loss on one of the Company’s preferred equity investments during the same period in 2024.”
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Reworded topics: impairment

Paragraph as it now reads, with added and removed wording marked:

We evaluate our investments in unconsolidated joint ventures and partnerships when events or changes in circumstances indicate that there may be an other-than-temporary decline in value. We consider various factors to determine if a decrease in the value of the investment is other-than-temporary. The Company did not recognizeincur any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures or partnerships during the yearsyear ended December 31, 20242025. and 2023, other thanFor the year ended December 31, 2024, the Company recorded an $8.1 million non-cash impairment loss on one of its preferred equity investment discussed(recorded above.in Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations) due to a decrease in the value of the operating community that it deemed to be other-than-temporary.
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Removed text topics: impairment
“During the year ended December 31, 2024, the Company recognized income/(loss) from unconsolidated entities of $20.2 million, which was primarily due to net income from our operating joint ventures and preferred equity investments, partially offset by an $8.1 million non-cash impairment loss on one of the Company’s preferred equity investments.”
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Reworded topics: inflation

Paragraph as it now reads, with added and removed wording marked:

The increase in operating expenses was primarily driven by ana 11.0%,5.3%, or $6.7$3.7 million, increase in personnel costsutilities, primarily due to annual market increases and a refundable payroll tax credit related to the Employee Retention Credit program in 2023, a 5.1%, or $4.6 million, increase in repair and maintenance expense due to an increase in theenergy cost per home of those that were turned during the year, the impact of inflation on third party vendor costs and weather-related events,costs, a 12.6%,9.7%, or $3.8$3.4 million, increase in administration and marketing primarily due to the cost forof providing property-wide Wi-Fi, a 4.7%, or $3.3 million, increase in personnel costs primarily due to annual merit increases and severance costs, and a 1.8%, or $3.3$3.4 million, increase in real estate taxes due to higher assessed valuations.valuations, partially offset by a 10.7%, or $2.6 million, decrease in insurance expense primarily due to a decrease in the impact from insurance related claims.
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New text topics: interest rate
“The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $700.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership. …”
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Removed text topics: interest rate
“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. …”
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Full comparison: every changed paragraph (43)

Green = added, red = removed. Unchanged paragraphs, 29 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Added

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.

Removed

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%.

Reworded

The Company has a $1.3 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan (the “Term Loan”). The credit agreement for these facilities (as amended, the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.5 billion, subject to certain conditions, including obtaining commitments from one or more lenders. In August 2024, the Company amended the Revolving Credit Facility to extend the maturity date to August 31, 2028, with two six-month extension options. The Revolving Credit Facility washas previouslya setscheduled tomaturity maturedate onof JanuaryAugust 31, 2026,2028, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of January 31, 2027. In AugustSeptember 2024,2025, the Company amended the Term Loan to includeextend athe twelve-monthmaturity date to January 2029, with two one-year extension option,options, subject to certain conditions. The Term Loan was previously set to mature on January 31, 2027.

Added

The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $700.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership. 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.

Reworded

For the year ended December 31, 2024,2025, our Net cash provided by/(used in) operating activities was $876.8$902.9 million compared to $832.7$876.8 million for 2023.2024. The increase in cash flow from operating activities was primarily due to an increase in net operating income (“NOI”), primarily driven by higher revenue per occupied home,home and an increase in weighted average physical occupancy,occupancy NOIand fromchanges additionalin operating communities,assets and anliabilities, increasepartially offset by a decrease in operating distributions from our unconsolidated joint ventures,ventures partiallyand offset by higher borrowing costs.partnerships.

Reworded

For the year ended December 31, 2024,2025, Net cash provided by/(used in) investing activities was $(276.4151.0) million compared to $(289.1276.4) million for 2023.2024. The decrease in cash used in investing activities was primarily due to aan decreaseincrease in acquisitions,proceeds afrom decreasethe in spend for developmentsales of real estate assets, a decrease in spend for capital expenditures,investments, an increase in distributions received from unconsolidated joint ventures and partnerships, and a decrease in cashspend investmentsfor development of real estate assets, partially offset by an increase in unconsolidatedacquisitions, jointan ventures,increase and a decrease fromin the net issuance of notes receivable during the current year compared to the prior year, partiallyan offset by a decreaseincrease in proceedsinvestments fromin salesunconsolidated ofjoint realventures estate.and partnerships, and an increase in spend for non-real estate capital expenditures.

Added

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. (See Note 2, Significant Accounting Policies for more information). 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.

Added

In November 2025, the Company acquired a 406 apartment home operating community located in Woodbridge, Virginia for approximately $147.7 million. The Company increased its real estate assets owned by approximately $144.4 million and recorded $3.3 million of in-place lease intangibles.

Removed

In February 2023, the Company took title to a 136 apartment home operating community located in San Francisco, California, through a foreclosure proceeding. The community was previously owned by a consolidated joint venture of the Company. (See Note 5, Joint Ventures and Partnerships for more information).

Removed

In August 2023, the Company acquired a portfolio of six operating communities totaling 1,753 apartment homes, which included four operating communities in Dallas, Texas and two operating communities in Austin, Texas, for a purchase price of $354.6 million. The Company acquired the portfolio with a combination of cash, the assumption of six mortgage loans with an outstanding principal balance of approximately $209.4 million (fair value of $191.7 million), and the issuance of 3.6 million OP Units to the seller valued at $141.4 million. The OP Units were valued based on the closing price per share of UDR’s common stock on the date of acquisition in accordance with GAAP. The Company increased its real estate assets owned by approximately $344.8 million, recorded $9.8 million of in-place lease intangibles, and recorded a $17.6 million debt discount in connection with the below-market debt assumed.

Added

In January 2025, the Company sold an operating community located in Brooklyn, New York with a total of 188 apartment homes for gross proceeds of $127.5 million, resulting in a gain of approximately $23.5 million. This operating community was classified as held for disposition as of December 31, 2024.

Added

In January 2025, the Company sold an operating community located in Englewood, New Jersey with a total of 185 apartment homes for gross proceeds of $84.0 million, resulting in a gain of approximately $24.4 million. This operating community was classified as held for disposition as of December 31, 2024.

Added

In December 2025, the Company contributed four wholly-owned operating communities, totaling 974 apartment homes located in various markets, to our existing joint venture with LaSalle, while maintaining our 51% ownership interest in the venture. The contribution resulted in the Company no longer retaining a controlling interest in the communities, and the Company deconsolidated the operating communities. 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. The transaction was accounted for as a partial sale and resulted in a gain of approximately $195.0 million, which was recorded in Gain/(loss) on sale of real estate owned on the Consolidated Statement of Operations, which consisted of the gain on the partial sale and the initial measurement of our retained interest at fair value. (See Note 5, Joint Ventures and Partnerships for further discussion).

Removed

In January 2023, the Company sold the retail component of a development community located in Washington, D.C. for gross proceeds of approximately $14.4 million, resulting in a gain of less than $0.1 million. The gross proceeds were received ratably throughout the development of the community and are reflected as a reduction of capital expenditures.

Removed

In June 2023, the Company contributed four wholly-owned operating communities, totaling 1,328 apartment homes located in various markets, to a newly formed joint venture in exchange for a 51.0% interest in the venture. The contribution resulted in the Company no longer retaining a controlling interest in the communities, and the Company deconsolidated the operating communities. The Company received approximately $247.9 million in cash proceeds from our joint venture partner at formation. The transaction was accounted for as a partial sale and resulted in a gain of approximately $325.9 million, which was recorded in Gain/(loss) on sale of real estate owned on the Consolidated Statement of Operations, which consisted of the gain on the partial sale and the initial measurement of our retained interest at fair value. (See Note 5, Joint Ventures and Partnerships for further discussion).

Removed

In December 2023, the Company sold an operating community located in Hillsboro, Oregon with a total of 276 apartment homes for gross proceeds of $78.6 million, resulting in a gain of approximately $25.3 million.

Reworded

The decreaseincrease in total capital expenditures was primarily due to:

Added

At December 31, 2025, our development pipeline consisted of one wholly-owned community totaling 300 apartment homes, none of which have been completed, with a budget of $133.6 million, in which we have a gross carrying value of $72.9 million. The homes are estimated to be completed during the second quarter of 2027. In addition, the Company is incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements.

Removed

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.

Reworded

We evaluate our investments in unconsolidated joint ventures and partnerships when events or changes in circumstances indicate that there may be an other-than-temporary decline in value. We consider various factors to determine if a decrease in the value of the investment is other-than-temporary. The Company did not recognizeincur any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures or partnerships during the yearsyear ended December 31, 20242025. and 2023, other thanFor the year ended December 31, 2024, the Company recorded an $8.1 million non-cash impairment loss on one of its preferred equity investment discussed(recorded above.in Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations) due to a decrease in the value of the operating community that it deemed to be other-than-temporary.

Added

The following significant financing activities occurred during the year ended December 31, 2025:

Removed

The following significant financing activities occurred during the year ended December 31, 2023:

Reworded

The Company has a $1.3 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan (the “Term Loan.Loan”). The Creditcredit Agreementagreement for these facilities (the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.5 billion, subject to certain conditions, including obtaining commitments from one or more lenders. In August 2024, the Company amended the Revolving Credit Facility to extend the maturity date to August 31, 2028, with two six-month extension options. The Revolving Credit Facility washas previouslya setscheduled tomaturity maturedate onof JanuaryAugust 31, 2026,2028, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of January 31, 2027. In AugustSeptember 2024,2025, the Company amended the Term Loan to includeextend athe twelve-monthmaturity date to January 2029, with two one-year extension option,options, subject to certain conditions. The Term Loan was previously set to mature on January 31, 2027.

Reworded

Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to Adjusted SOFR plus a margin of 77.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to Adjusted SOFR plus a margin of 83.085.0 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 70 to 140 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 75 to 160 basis points. Further, the Credit Agreement includes sustainability adjustments pursuant to which the applicable margin for the Term Loan may be reduced by up to two basis points contingent upon the Company receiving green building certifications, which is reflected in the margin noted above. In addition, the Credit Agreement allows for the Company in consultation with the sustainability structuring agent to propose key performance indicators with respect to certain environmental, social, and governance goals of the Company, and thresholds or targets with respect thereto, and a related amendment to the Credit Agreement, that if entered into may allow a change in the applicable margin for the RevolvingTerm Credit FacilityLoan of up to fourfive basis points and a change in the applicable facility fee of up to one basis point.points.

Reworded

The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a scheduled maturity date of January 12, 2026.2027. In December 2024,2025, the Company extended the maturity date from January 12, 20252026 to January 12, 2026.2027, with two one-year extension options. Based on the Company’s current credit rating, the Working Capital Credit Facility has an interest rate equal to Adjusted SOFR plus a margin of 77.5 basis points. Depending on the Company’s credit rating, the margin ranges from 70 to 140 basis points.

Reworded

Net income/(loss) attributable to common stockholders was $84.8$372.9 million ($0.26$1.13 per diluted share) for the year ended December 31, 2024,2025, as compared to $439.5$84.8 million ($1.34$0.26 per diluted share) for the prior year. The decreaseincrease resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report:

Reworded

NOI for our Same-Store Community properties increased 1.5%,2.3%, or $15.3$24.3 million, for the year ended December 31, 20242025 compared to the same period in 2023.2024. The increase in property NOI was attributable to a 2.3%,2.4%, or $34.7$37.2 million, increase in property rental income, which was partially offset by a 4.3%,2.6%, or $19.4$12.9 million, increase in operating expenses. The increase in property rental income was primarily driven by a 1.5%,1.0%, or $21.6$15.2 million, increase in rental rates, and an 8.3%,8.9%, or $13.4$16.4 million, increase in reimbursement and ancillary and fee income.income, a 19.4%, or $3.0 million, decrease in bad debt and a 6.1%, or $2.9 million, decrease in vacancy loss. Weighted average physical occupancy increased by 0.1%0.2% to 96.8%96.9% and total monthly income per occupied home increased 2.2%2.1% to $2,554.$2,590.

Reworded

The increase in operating expenses was primarily driven by ana 11.0%,5.3%, or $6.7$3.7 million, increase in personnel costsutilities, primarily due to annual market increases and a refundable payroll tax credit related to the Employee Retention Credit program in 2023, a 5.1%, or $4.6 million, increase in repair and maintenance expense due to an increase in theenergy cost per home of those that were turned during the year, the impact of inflation on third party vendor costs and weather-related events,costs, a 12.6%,9.7%, or $3.8$3.4 million, increase in administration and marketing primarily due to the cost forof providing property-wide Wi-Fi, a 4.7%, or $3.3 million, increase in personnel costs primarily due to annual merit increases and severance costs, and a 1.8%, or $3.3$3.4 million, increase in real estate taxes due to higher assessed valuations.valuations, partially offset by a 10.7%, or $2.6 million, decrease in insurance expense primarily due to a decrease in the impact from insurance related claims.

Reworded

The remaining 7.6%,5.0%, or $86.4$58.0 million, of our total NOI during the year ended December 31, 20242025 was generated from our Non-Mature Communities/Other. NOI from Non-Mature Communities/Other increaseddecreased by 11.3%,1.6%, or $8.8$1.0 million, for the year ended December 31, 20242025 as compared to the same period in 2023.2024. The increasedecrease was primarily attributable to a $24.2 million increase in NOI from stabilized, non-mature communities, primarily due to development communities completed becoming stabilized and communities acquired in 2023 being owned for the full year, and a $5.1 million increase in non-residential/other NOI primarily due to higher retail tenant rents, partially offset by a $22.8$13.1 million decrease in sold and held for disposition communities NOI due to the sale of an operating community and two operating communities being held for disposition during the year ended December 31, 2024 as compared to the sale of one operating community, one operating community held for disposition during the year ended December 31, 2023, and the partial sale of four operating communities during the year ended December 31, 2025, and a $2.8 million decrease in 2023.non-residential/other NOI primarily due to lower retail tenant rents, partially offset by a $13.9 million increase in NOI from stabilized, non-mature communities, primarily due to completed development communities and an acquired community becoming stabilized.

Added

During the year ended December 31, 2025, the Company recognized a gain of $242.9 million from the partial sale of four operating communities located in various markets and the sale of two operating communities located in Brooklyn, New York and Englewood, New Jersey.

Removed

During the year ended December 31, 2023, the Company recognized a gain of $351.2 million from the partial sale of four operating communities located in various markets and the sale of an operating community located in Hillsboro, Oregon.

Reworded

For the years ended December 31, 20242025 and 2023,2024, the Company recognized interest income and other income/(expense), net of $(12.3)$19.2 million and $17.8$(12.3) million, respectively. The decreaseincrease of $30.1$31.5 million was primarily due to no non-cash loan reserve in 2025 as compared to a recorded $37.3 million non-cash loan reserve related to one of the Company’s joint venture loan investments during the year end December 31, 2024, which was 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, partially offset by a $9.7$6.6 million increasedecrease in interest income from our notes receivables primarily due to higherlower outstandingnotes receivable balances during the year ended December 31, 2024,2025, as compared the same period in 2023.2024.

Removed

For the years ended December 31, 2024 and 2023, the Company recognized interest expense of $195.7 million and $180.9 million, respectively. The increase in 2024 as compared to 2023 was primarily due to higher overall debt balances during the year ended December 31, 2024, as compared the same period in 2023.

Removed

For the years ended December 31, 2024 and 2023, the Company recognized general and administrative expense of $84.3 million and $69.9 million, respectively. The increase of $14.4 million was primarily attributable to severance benefits associated with the retirement of an executive officer and the reorganization of certain departments, higher incentive and bonus accruals primarily driven by better Company performance, and annual market increases for personnel compensation during the year ended December 31, 2024, as compared to the same period in 2023.

Removed

For the years ended December 31, 2024 and 2023, the Company recognized casualty-related charges/(recoveries), net of $15.2 million and $3.1 million, respectively. The increase of $12.0 million was primarily attributable to an increase in claim charges due to severe weather events and a decrease in insurance recoveries during the year ended December 31, 2024 as compared to the same period in 2023.

Reworded

For the years ended December 31, 20242025 and 2023,2024, the Company recognized otherreal operatingestate expensesdepreciation and amortization of $30.4$654.1 million and $20.2$676.1 million, respectively. The increasedecrease of $10.2$21.9 million was primarily attributabledue to anassets increasethat became fully depreciated and assets sold in legal-related expenses2024 and political2025, contributionspartially duringoffset theby yeartwo endedacquired December 31, 2024, as compared to the same periodcommunities in 2023.2025 and development communities completed in 2024.

Added

During the years ended December 31, 2025 and 2024, the Company recognized income/(loss) from unconsolidated entities of $28.4 million and $20.2 million, respectively. The increase of $8.2 million was primarily due to no non-cash impairment losses during the year ended December 31, 2025, as compared to an $8.1 million non-cash impairment loss on one of the Company’s preferred equity investments during the same period in 2024.

Reworded

For the years ended December 31, 20242025 and 2023,2024, the Company recognized net income attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership of $6.2$26.0 million and $30.1$6.2 million, respectively. The decreaseincrease in 20242025 as compared to 20232024 was primarily attributed to the noncontrolling interests’ share of athe gain from the sale of an operating community in Arlington, Virginia during the year ended December 31, 2024, as compared to the noncontrolling interests’ share of the gains from the partial sale of four operating communities located in various markets and a gain form the sale of antwo operating communitycommunities located in Hillsboro,Brooklyn, OregonNew York and Englewood, New Jersey during the year ended December 31, 2023.2025, as compared to the sale of one operating community located in Arlington, Virginia in the same period of 2024.

Added

For the years ended December 31, 2025 and 2024, the Company recognized other depreciation and amortization of $25.9 million and $19.4 million, respectively. The increase of $6.5 million was primarily attributable to software transition related costs incurred during the year ended December 31, 2025, as compared to no software transition related costs during the year ended December 31, 2024.

Removed

During the year ended December 31, 2024, the Company recognized income/(loss) from unconsolidated entities of $20.2 million, which was primarily due to net income from our operating joint ventures and preferred equity investments, partially offset by an $8.1 million non-cash impairment loss on one of the Company’s preferred equity investments.

Removed

During the year ended December 31, 2023, the Company recognized income/(loss) from unconsolidated entities of $4.7 million, which was primarily due to net income from our operating joint ventures and preferred equity investments, partially offset by a $24.3 million loss on consolidation of one of our preferred equity investments.

Reworded

FFO as Adjusted (“FFOA”) attributable to common stockholders and unitholders is defined as FFO excluding the impact of non-comparable items including, but not limited to, acquisition-related costs, prepayment costs/benefits associated with early debt retirement, impairment write-downs or gains and losses on sales of real estate or other assets incidental to the main business of the Company and income taxes directly associated with those gains and losses, casualty-related expenses and recoveries, severance costs, software transition related costs and legal and other costs.

Reworded

Adjusted FFO (“AFFO”) attributable to common stockholders and unitholders is defined as FFOA less recurring capital expenditures on consolidated communities and the Company’s proportionate share of recurring capital expenditures on unconsolidated partnerships and joint ventures, that are necessary to help preserve the value of and maintain functionality at our communities. Therefore, management considers AFFO a useful supplemental performance metric for investors as it is more indicative of the Company’s operational performance than FFO or FFOA.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-28 (period ending 2026-06-30) with 10-Q filed 2026-04-30 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

1new paragraphs
0removed paragraphs
7reworded paragraphs
14,069 → 14,101words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded

Paragraph as it now reads, with added and removed wording marked:

The Operating Partnership and the DownREIT Partnership IntendIntends to Qualify as Partnerships,a Partnership, but Cannot Guarantee That TheyIt Will Qualify. The Operating Partnership and the DownREIT Partnership intendintends to qualify as partnershipsa partnership for federal income tax purposes, and we intend to take that position for all income tax reporting purposes. If classified as partnerships,a partnership, the Operating Partnership and the DownREIT Partnership generally will not be a taxable entitiesentity and will not incur federal income tax liability. However, the Operating Partnership and the DownREIT Partnership would be treated as corporationsa corporation for federal income tax purposes if theyit were “a "publicly traded partnerships,”partnership," unless at least 90% of theirits income was qualifying income as defined in the Code. A “"publicly traded partnership”" is a partnership whose partnership interests are traded on an established securities market or are readily tradable on a secondary market (or the substantial equivalent thereof). Although neither the Operating Partnership’s nor the DownREIT Partnership’sPartnership's partnership units are not traded on an established securities market, because of the redemption rights of theirits limited partners, the Operating Partnership’s and DownREIT Partnership’sPartnership's units held by limited partners could be viewed as readily tradable on a secondary market (or the substantial equivalent thereof), and the Operating Partnership and the DownREIT Partnership may not qualify for one of the “"safe harbors”" under the applicable tax regulations. Qualifying income for the 90% test generally includes passive income, such as real property rents, dividends and interest. The income requirements applicable to REITs and the definition of qualifying income for purposes of this 90% test are similar in most respects. The Operating Partnership and the DownREIT Partnership may not meet this qualifying income test. If either the Operating Partnership or the DownREIT Partnership were to be taxed as a corporation, unless it qualified for relief under certain statutory savings provisions, such partnershipit would incur substantial tax liabilities, and we would then fail to qualify as a REIT for tax purposes and our ability to raise additional capital would be impaired. In addition, even if the 90% test were met if the Operating Partnership or the DownREIT Partnership were a publicly traded partnership, there could be adverse tax impacts for certain limited partners.
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New text
“In July 2026, the DownREIT Partnership was liquidated. In connection with the liquidation, the assets of the DownREIT were acquired by the Operating Partnership and the outstanding DownREIT Units were exchanged for two new classes of units in the Operating Partnership. (See Note 1, Basis of Presentation, in the Notes to the UDR Consolidated Financial Statements included in this report for further discussion).”
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Reworded

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The Geographic Concentration of Our Communities in Certain Markets Could Have an Adverse Effect on Our Operations if a Particular Market is Adversely Impacted by Economic or Other Conditions. For the threesix months ended MarchJune 31,30, 2026, approximately 74.8%75.0% of our total NOI was generated from communities located in Metropolitan D.C. (16.9%17.0%), Boston, MA (11.3%11.5%), Orange County, CA (11.0%11.2%), the San Francisco Bay Area, CA (9.0%9.3%), Dallas, TX (8.8%), New York, NY (6.0%6.1%), Tampa, FL (6.0%5.1%) and Seattle, WA (5.8%5.2%). As a result, if any one or more of these markets is adversely impacted by regional or local economic conditions or real estate market conditions, including new supply, such conditions may have a greater adverse impact on our results of operations than if our portfolio was more geographically diverse. In addition, if one or more of these markets is adversely affected by changes in regional or local regulations, including those related to rent control or stabilization, such regulations may have a greater adverse impact on our results of operations than if our portfolio was more geographically diverse.
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Reworded

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Changing Interest Rates Could Increase Interest Costs and Adversely Affect Our Cash Flows and the Market Price of Our Common Stock. We currently have, and expect to incur in the future, interest-bearing debt, including unsecured commercial paper, at rates that vary with market interest rates. As of MarchJune 31,30, 2026, we had approximately $516.6$693.0 million of variable rate indebtedness outstanding, which constitutes approximately 9.1%11.9% of total outstanding indebtedness as of such date, and we have from time to time experienced increases in the interest rates on such indebtedness, which has increased our interest expense and adversely impacted our results of operations and cash flows. In addition, as a result of higher interest rates, the costs of hedging transactions have increased significantly and may continue to increase. Continued increases in interest rates would further increase our interest expenses and increase the costs of refinancing existing indebtedness and of issuing new debt, including unsecured commercial paper. The effect of any prolonged interest rate increases could negatively impact our ability to service our indebtedness, make distributions to security holders, make acquisitions and develop properties.
see in full comparison
Full comparison: every changed paragraph (8)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

The Geographic Concentration of Our Communities in Certain Markets Could Have an Adverse Effect on Our Operations if a Particular Market is Adversely Impacted by Economic or Other Conditions. For the threesix months ended MarchJune 31,30, 2026, approximately 74.8%75.0% of our total NOI was generated from communities located in Metropolitan D.C. (16.9%17.0%), Boston, MA (11.3%11.5%), Orange County, CA (11.0%11.2%), the San Francisco Bay Area, CA (9.0%9.3%), Dallas, TX (8.8%), New York, NY (6.0%6.1%), Tampa, FL (6.0%5.1%) and Seattle, WA (5.8%5.2%). As a result, if any one or more of these markets is adversely impacted by regional or local economic conditions or real estate market conditions, including new supply, such conditions may have a greater adverse impact on our results of operations than if our portfolio was more geographically diverse. In addition, if one or more of these markets is adversely affected by changes in regional or local regulations, including those related to rent control or stabilization, such regulations may have a greater adverse impact on our results of operations than if our portfolio was more geographically diverse.

Reworded

An Epidemic, Pandemic or Other Health Crisis, and Measures Intended to Prevent the Spread of Such an Event, Could Have a Material Adverse Effect on our Business, Results of Operations, Cash Flows and Financial Condition. We face risks related to an epidemic, pandemic or other health crisis, which in the past have impacted, and in the future could impact, the markets in which we operate and could have a material adverse effect on our business, results of operations, cash flows and financial condition. The impact of an epidemic, pandemic or other health crisis, and measures to prevent the spread of such an event, could materially and adversely affect our business in a number of ways. Our rental revenue and operating results depend significantly on the occupancy levels at our properties and the ability of our residents and retail and commercial tenants to meet their rent obligations to us, which have in the past been, and could in the future be, adversely affected by, among other things, job losses, furloughs, store closures, lower incomes, uncertainty about the future as a result of an epidemic, pandemic or other health crisis and related governmental actions such as eviction moratoriums, shelter-in-place orders, prohibitions or limits on charging certain fees, and limitations on collections and /or rent increases. Such government actions have affected, and may again in the future affect, our ability to collect rent or enforce legal or contractual remedies for the failure to pay rent, which has in turn negatively impacted, and may in the future negatively impact, our ability to remove residents or retail and commercial tenants who are not paying rent and our ability to rent their units or other space to new residents or retail and commercial tenants, respectively.

Reworded

Property Ownership Through Partnerships and Joint Ventures May Limit Our Ability to Act Exclusively in Our Interest. We have in the past and may in the future develop and/or acquire properties through partnerships and joint ventures, including those in which we own a preferred interest or debt, with other persons or entities when we believe circumstances warrant the use of such structures. As of MarchJune 31,30, 2026, we had active unconsolidated joint ventures and partnerships, including our preferred equity investments, with a total equity investment of $757.7$728.8 million. We have in the past, and could in the future, become engaged in a dispute with one or more of our partners which could adversely impact us. Moreover, our partners may have business, economic or other objectives that are inconsistent with our objectives, including objectives that relate to the appropriate timing and terms of any sale or refinancing of a property. In some instances, our partners may have competing interests in our markets that could create conflicts of interest. Also, our partners have in the past failed, and may in the future fail to make capital contributions when due and our partners or the project may otherwise not act or perform as expected, or the property may not be operated in the manner in which we would operate it, any of which may require us to contribute additional capital, acquire our partner’s interest or other property, or take other actions that may negatively impact the project or our return. In addition, we may be responsible to our partners for indemnifiable losses. In general, we and our partners may each have the right to trigger a buy-sell or other similar arrangement, which arrangement or other factors could cause us to sell our interest, or acquire our partner’s interest or other property, at a time when we otherwise would not have initiated such a transaction and may result in the valuation of our interest in the partnership or joint venture (if we are the seller) or of the other partner’s interest in the partnership or joint venture (if we are the buyer) at levels which may not be representative of the valuation that would result from an arm’s length marketing process and could cause us to recognize unanticipated capital gains or losses or the loss of fee income.

Reworded

The Adoption of, or Changes to, Rent Control, Rent Stabilization, Eviction, Tenants’ Rights and Similar Laws and Regulations in Our Markets Could Have an Adverse Effect on Our Results of Operations and Property Values. Various state and local governments as well as the federal government have enacted and may continue to enact rent control, rent stabilization, eviction, tenants’ rights, allowable fees, and other matters, as well as any lawsuits against us arising from such laws and regulations, may limit our ability to charge market rents, increase rents, evict delinquent tenants or charge fees, or recover increases in our operating expenses, which could have an adverse effect on our results of operations and the value of our properties. These laws, regulations and policies may apply prospectively or retroactively. For example, in 2023, Montgomery County, Maryland enacted rent control that initiallycurrently impacts a portion of our portfolio in that market. In 2024, the State of New York passed the Good Cause Eviction Law, which established rent limits on certain market-rate apartments. In the City of New York, the new administration iswas seekingsuccessful toin enacting a freeze on rent increases for covered properties. Although our properties currently have minimal exposure to the city’s allowable annual rent increases, such a freeze, or other measures that seek to increase affordability, would in turn reduce our property values. In 2024, the City of Salinas, California passed a rent stabilization ordinance that impacted all our properties within the city. In 2025, the State of Washington enacted statewide rent control, which initially impacts a portion of our properties within the state. In some cases, the increases in rents allowed by such regulations may not offset increases in expenses, whether such increases in expenses are due to inflation or otherwise. We have seen a recent increase in governments enacting or considering, or being urged to consider, such laws and regulations. Federal, state and local governments or courts also have made, and may make in the future, changes to laws related to allowable fees and rents, eviction and other tenants’ rights laws and regulations (including changes that apply retroactively) that could adversely impact our results of operations and the value of our properties. In addition, the increases in regulations applicable to our business in general may increase our costs of compliance and could have an adverse effect on our financial performance.

Reworded

Compliance with or Changes in Real Estate Tax and Other Laws and Regulations Could Adversely Affect Our Funds from Operations and Our Ability to Make Distributions to Stockholders. We are subject to federal, state and local laws, regulations, rules and ordinances at locations where we operate regarding a wide variety of matters that could affect, directly or indirectly, our operations. Generally, we do not directly pass through costs resulting from compliance with or changes in real estate tax laws to residential property tenants. We also do not generally pass through increases in income, service or other taxes to tenants under leases. These costs may adversely affect net operating income and the ability to make distributions to stockholders. Similarly, compliance with or changes in (i) laws increasing the potential liability for environmental conditions existing on properties or the restrictions on discharges or other conditions, (ii) laws and regulations regulating housing, such as the Americans with Disabilities Act and the Fair Housing Amendments Act of 1988, or (iii) employment related laws, among others, may result in significant unanticipated expenditures, which could adversely affect our financial condition and results of operations. In addition, changes in federal and state legislation and regulation on climate change may result in increased capital expenditures to improve the energy efficiency of our existing communities and also may require us to spend more on our new development communities without a corresponding increase in revenue. In addition, existing laws could be interpreted in a manner that restricts our ability to use systems that we currently use in our operations and we may face litigation or regulatory risk in connection with such laws. Future compliance with new laws of general applicability, laws applicable to companies in our industry, or laws applicable to public companies generally could increase our costscosts, including compliance penalties, and could have an adverse effect on our financial performance.

Reworded

Changing Interest Rates Could Increase Interest Costs and Adversely Affect Our Cash Flows and the Market Price of Our Common Stock. We currently have, and expect to incur in the future, interest-bearing debt, including unsecured commercial paper, at rates that vary with market interest rates. As of MarchJune 31,30, 2026, we had approximately $516.6$693.0 million of variable rate indebtedness outstanding, which constitutes approximately 9.1%11.9% of total outstanding indebtedness as of such date, and we have from time to time experienced increases in the interest rates on such indebtedness, which has increased our interest expense and adversely impacted our results of operations and cash flows. In addition, as a result of higher interest rates, the costs of hedging transactions have increased significantly and may continue to increase. Continued increases in interest rates would further increase our interest expenses and increase the costs of refinancing existing indebtedness and of issuing new debt, including unsecured commercial paper. The effect of any prolonged interest rate increases could negatively impact our ability to service our indebtedness, make distributions to security holders, make acquisitions and develop properties.

Reworded

The Operating Partnership and the DownREIT Partnership IntendIntends to Qualify as Partnerships,a Partnership, but Cannot Guarantee That TheyIt Will Qualify. The Operating Partnership and the DownREIT Partnership intendintends to qualify as partnershipsa partnership for federal income tax purposes, and we intend to take that position for all income tax reporting purposes. If classified as partnerships,a partnership, the Operating Partnership and the DownREIT Partnership generally will not be a taxable entitiesentity and will not incur federal income tax liability. However, the Operating Partnership and the DownREIT Partnership would be treated as corporationsa corporation for federal income tax purposes if theyit were “a "publicly traded partnerships,”partnership," unless at least 90% of theirits income was qualifying income as defined in the Code. A “"publicly traded partnership”" is a partnership whose partnership interests are traded on an established securities market or are readily tradable on a secondary market (or the substantial equivalent thereof). Although neither the Operating Partnership’s nor the DownREIT Partnership’sPartnership's partnership units are not traded on an established securities market, because of the redemption rights of theirits limited partners, the Operating Partnership’s and DownREIT Partnership’sPartnership's units held by limited partners could be viewed as readily tradable on a secondary market (or the substantial equivalent thereof), and the Operating Partnership and the DownREIT Partnership may not qualify for one of the “"safe harbors”" under the applicable tax regulations. Qualifying income for the 90% test generally includes passive income, such as real property rents, dividends and interest. The income requirements applicable to REITs and the definition of qualifying income for purposes of this 90% test are similar in most respects. The Operating Partnership and the DownREIT Partnership may not meet this qualifying income test. If either the Operating Partnership or the DownREIT Partnership were to be taxed as a corporation, unless it qualified for relief under certain statutory savings provisions, such partnershipit would incur substantial tax liabilities, and we would then fail to qualify as a REIT for tax purposes and our ability to raise additional capital would be impaired. In addition, even if the 90% test were met if the Operating Partnership or the DownREIT Partnership were a publicly traded partnership, there could be adverse tax impacts for certain limited partners.

Added

In July 2026, the DownREIT Partnership was liquidated. In connection with the liquidation, the assets of the DownREIT were acquired by the Operating Partnership and the outstanding DownREIT Units were exchanged for two new classes of units in the Operating Partnership. (See Note 1, Basis of Presentation, in the Notes to the UDR Consolidated Financial Statements included in this report for further discussion).

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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New heading “Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025”

New heading “Six Months Ended June 30, 2026 vs. Six Months Ended June 30, 2025”

New heading “Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025”

New heading “Six Months Ended June 30, 2026 vs. Six Months Ended June 30, 2025”

New heading “Interest income and other income/(expense), net”

Removed heading “Casualty-related charges/(recoveries), net”

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Reworded

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 three and six months ended MarchJune 31,30, 2026 and 2025, of UDR, Inc. Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q (this “Report”) to “UDR,” the “Company,” “we,” “our” and “us” refer to UDR, Inc., together with its consolidated subsidiaries, including United Dominion Realty, L.P. (the “Operating Partnership” or the “OP”) andand, prior to its liquidation in July 2026, UDR Lighthouse DownREIT L.P. (the “DownREIT Partnership”).

Reworded

We are a self-administered real estate investment trust, or REIT, that owns, operates, acquires, renovates, develops, redevelops, disposes of, and manages multifamily apartment communities in targeted markets located in the United States. We were formed in 1972 as a Virginia corporation. In June 2003, we changed our state of incorporation from Virginia to Maryland. Our subsidiaries include the Operating Partnership and the DownREIT Partnership.

Reworded

At MarchJune 31,30, 2026, our consolidated real estate portfolio included 161162 communities in 12 states plus the District of Columbia totaling 54,08154,173 apartment homes. In addition, we have an ownership interest in 9,0188,720 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 3,6173,319 apartment homes owned by entities in which we hold preferred equity investments. The Same-Store Community apartment home population for the three and six months ended MarchJune 31,30, 2026, was 52,782.52,426 and 52,341, respectively.

Reworded

The following table summarizes our same-store market information by major geographic markets as of and for the three and six months ended MarchJune 31,30, 2026, as applicable:

Reworded

Our Same-Store Communities segment represents those communities acquired, developed, and stabilized prior to April 1, 2025 (for quarter-to-date comparison) and January 1, 2025 (for year-to-date comparison) and held as of MarchJune 31,30, 2026. These communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior period, there is no plan to conduct substantial redevelopment activities, and the communities are not classified as held for disposition within the current year. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months.

Reworded

In July 2021, the Company entered into an ATM sales agreement under which the Company may offer and sell up to 20.0 million shares of its common stock, from time to time, to or through its sales agents and may enter into separate forward sales agreements to or through its forward purchasers. During the three and six months ended MarchJune 31,30, 2026, the Company did not sell any shares of common stock through its ATM program. As of MarchJune 31,30, 2026, we had 14.0 million shares of common stock available for future issuance under the ATM program.

Reworded

During the three months ended MarchJune 31,30, 2026, the Company repurchased 2.85.5 million shares of its common stock at an average price of $36.27$36.49 per share for total consideration of approximately $100.0$200.3 million under its share repurchase program. InDuring Aprilthe six months ended June 30, 2026, the Company repurchased an additional 1.48.2 million shares of its common stock at an average price of $35.01$36.43 per share for total consideration of approximately $50.0$300.3 million under its share repurchase program.

Reworded

The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $700.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership. As of MarchJune 31,30, 2026, we had issued $170.0$480.0 million of commercial paper, for one month terms, at a weighted average annualized rate of 4.13%,4.01%, leaving $530.0$220.0 million of unused capacity.

Reworded

The following tables present the summarized financial information for the Operating Partnership as of MarchJune 31,30, 2026 and December 31, 2025, and for the three and six months ended MarchJune 31,30, 2026 and 2025. The information presented below excludes eliminations necessary to arrive at the information on a consolidated basis (dollars in thousands):

Reworded

The following discussion explains the changes in Net cash provided by/(used in) operating activities, Net cash provided by/(used in) investing activities, and Net cash provided by/(used in) financing activities that are presented in our Consolidated Statements of Cash Flows for the threesix months ended MarchJune 31,30, 2026 and 2025.

Reworded

For the threesix months ended MarchJune 31,30, 2026, our Net cash provided by/(used in) operating activities was $128.7$390.9 million, compared to $156.2$406.5 million for the comparable period in 2025. The decrease in cash flow from operating activities was primarily due to changes in operating assets and liabilities and a decrease in NOI, partially offset by an increase in operating distributions from our unconsolidated joint ventures and partnerships.partnerships, partially offset by changes in operating assets and liabilities.

Reworded

For the threesix months ended MarchJune 31,30, 2026, Net cash provided by/(used in) investing activities was $283.7$225.8 million, compared to $17.8$(40.9) million for the comparable period in 2025. The increase in cash provided by investing activities was primarily due to an increase in distributions received from unconsolidated joint ventures and partnerships, a decrease in the issuance of notes receivables during the current period compared to the prior year period, a decrease in capital expenditures, and an increase in proceeds from the sales of real estate investments, partially offset by an increase in spend on acquisitions and an increase in spend for development of real estate.

Added

Acquisitions

Added

In April 2026, the Company acquired a 232-home operating apartment community located in Portland, Oregon in connection with the liquidation of the Company’s interest in a joint venture. As a result, the community became wholly owned, and the Company began consolidating the community. In connection with the liquidation, the Company repaid the joint venture’s $53.4 million first mortgage loan and settled its $18.9 million preferred equity investment. No cash consideration was paid to the joint venture partner in connection with the acquisition. The Company increased its real estate assets owned by approximately $72.1 million, and recorded $1.2 million of in-place lease intangibles. Following the recognition of the acquired assets and assumed liabilities, the Company recognized a gain on consolidation of $0.3 million in Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations. (See Note 5, Joint Ventures and Partnerships for more information.)

Added

In June 2026, the Company acquired the developer’s equity interest in a 66 apartment home operating community located in Santa Monica, California. The Company previously held a secured first mortgage loan and preferred equity investment with the joint venture. In connection with the acquisition, the Company issued $2.8 million of OP Units to the developer. As a result, the joint venture became wholly owned, and the Company began consolidating the community. Concurrent with the acquisition, the Company's first mortgage loan, including accrued interest, was settled in full, and its preferred equity investment was adjusted to its liquidation value, resulting in a $3.8 million gain recognized in Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations. The Company increased its real estate assets owned by approximately $45.1 million, and recorded $1.2 million of in-place lease intangibles.

Added

In March 2026, the Company sold four operating communities located in various markets with a total of 1,159 apartment homes for gross proceeds of $362.0 million, resulting in total gains of approximately $157.4 million.

Reworded

In MarchJune 2026, the Company sold fouran operating communitiescommunity located in variousNashville, marketsTennessee with a total of 1,159206 apartment homes for gross proceeds of $362.0$41.5 million, resulting in totala gainsgain of approximately $157.4$35.7 million. As of MarchJune 31,30, 2026, the Companynet hadproceeds $134.8of $40.8 million duewere fromheld by a qualified intermediary related to the sale of real estate in connection with a like-kind exchange under Section 1031 of the Internal Revenue Code,intermediary, which is intended to qualify for nonrecognition of taxable gain, and was recorded in Other Assets on the Consolidated Balance Sheets. The proceeds were received from the intermediary in April 2026 and were used to repay amounts outstanding under our unsecured revolving credit facility.

Reworded

For the threesix months ended MarchJune 31,30, 2026, total capital expenditures of $42.1$108.4 million, or $767$1,991 per stabilized home, which in aggregate include recurring capital expenditures and major renovations, were spent across our portfolio, excluding development, as compared to $55.4$119.9 million, or $1,009$2,168 per stabilized home, for the comparable period in 2025.

Reworded

The following table outlines capital expenditures and repair and maintenance costs for all of our communities, excluding real estate under development, for the threesix months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands except Per Home amounts):

Reworded

At MarchJune 31,30, 2026, our development pipeline consisted of onetwo wholly-owned communitycommunities totaling 300685 apartment homes, none of which have been completed, with a budget of $133.6$314.9 million, in which we have a gross carrying value of $91.7$147.6 million. The homes are estimated to be completed duringbetween the first quarter of 2027.2027 and the second quarter of 2029. In addition, the Company is incurring and capitalizing costs directly related to predevelopment activities at other development sites in preparation of future commencements.

Reworded

At MarchJune 31,30, 2026, the Company had no communities at which it was conducting substantial redevelopment activities.

Reworded

The Company’s Investment in and advances to unconsolidated joint ventures and partnerships, net, are accounted for under the equity method of accounting. For the threesix months ended MarchJune 31,30, 2026:

Reworded

We evaluate our investments in unconsolidated joint ventures and partnerships when events or changes in circumstances indicate that there may be an other-than-temporary decline in value. We consider various factors to determine if a decrease in the value of the investment is other-than-temporary. The Company did not incur any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures during the threesix months ended MarchJune 31,30, 2026 and 2025.

Reworded

For the threesix months ended MarchJune 31,30, 2026, our Net cash provided by/(used in) financing activities was $(414.5617.5) million, compared to $(176.1365.9) million for the comparable period of 2025.

Reworded

The following significant financing activities occurred during the threesix months ended MarchJune 31,30, 2026:

Reworded

As of MarchJune 31,30, 2026, we had $135.0 millionno outstanding borrowings under the Revolving Credit Facility, leaving $1.2$1.3 billion of unused capacity (excluding $4.3 million of letters of credit at MarchJune 31,30, 2026), and $350.0 million of outstanding borrowings under the Term Loan.

Reworded

As of MarchJune 31,30, 2026, we had $9.6$11.0 million of outstanding borrowings under the Working Capital Credit Facility, leaving $65.4$64.0 million of unused capacity.

Reworded

The bank revolving credit facilities and the term loan are subject to customary financial covenants and limitations, all of which we were in compliance with at MarchJune 31,30, 2026.

Reworded

The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $700.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership. As of MarchJune 31,30, 2026, we had issued $170.0$480.0 million of commercial paper, for one month terms, at a weighted average annualized rate of 4.13%,4.01%, leaving $530.0$220.0 million of unused capacity.

Reworded

We are exposed to interest rate risk associated with variable rate notes payable and maturing debt that has to be refinanced. We do not hold financial instruments for trading or other speculative purposes, but rather issue these financial instruments to finance our portfolio of real estate assets and operations. Interest rate sensitivity is the relationship between changes in market interest rates and the fair value of market rate sensitive assets and liabilities. Our earnings are affected as changes in short-term interest rates impact our cost of variable rate debt and maturing fixed rate debt. We had $516.6$693.0 million in variable rate debt that is not subject to interest rate swap contracts as of MarchJune 31,30, 2026. If market interest rates for variable rate debt increased by 100 basis points, our interest expense for the threesix months ended MarchJune 31,30, 2026 would increase by $1.7$3.3 million based on the average balance outstanding during the period.

Reworded

The following discussion explains the changes in results of operations that are presented in our Consolidated Statements of Operations for the three and six months ended MarchJune 31,30, 2026 and 2025.

Reworded

Net income/(loss) attributable to common stockholders was $188.6$67.8 million ($0.57$0.21 per diluted share) for the three months ended MarchJune 31,30, 2026, as compared to $75.5$36.5 million ($0.23$0.11 per diluted share) for the comparable period in the prior year. The increase resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report:

Added

This was partially offset by:

Added

Net income/(loss) attributable to common stockholders was $256.4 million ($0.79 per diluted share) for the six months ended June 30, 2026, as compared to $112.0 million ($0.34 per diluted share) for the comparable period in the prior year. The increase resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report:

Reworded

Our Same-Store Community properties, those acquired, developed, and stabilized prior to April 1, 2025 (for quarter-to-date comparison) and January 1, 2025 (for year-to-date comparison) and held on MarchJune 31,30, 2026 consisted of 52,78252,426 and 52,341 apartment homes, respectively, and provided 94.4%95.1% and 94.3% of our total NOI for the three and six months ended MarchJune 31,30, 2026.

Added

Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025

Reworded

NOI for our Same-Store Community properties decreasedincreased 0.8%,1.4%, or $2.2$3.7 million, for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025. The decreaseincrease in property NOI was attributable to a 4.4%,1.8%, or $5.6 million, increase in operating expenses, partially offset by a 0.9%, or $3.4$7.0 million, increase in property rental income.income, partially offset by a 2.6%, or $3.2 million, increase in operating expenses. The increase in property rental income was primarily driven by a 0.7%, or $2.7$2.4 million, increase in rental rates, and a 5.3%,5.8%, or $2.5$2.8 million, increase in reimbursement and other income,income partially offset byand a 23.6%, or $2.3 million,million increasedecrease in vacancybad loss.debt expense primarily due to a reduction in delinquent homes resulting in higher collections. Weighted average physical occupancy decreased by 0.6%0.2% to 96.6% and total monthly income per occupied home increased by 1.5%2.0% to $2,605.$2,642.

Added

The increase in operating expenses was primarily driven by a 2.8%, or a $1.3 million, increase in real estate taxes due to higher assessed valuations, a 5.2%, or $0.9 million, increase in utilities primarily due to an increase in commodity prices, and a 3.4% or $0.6 million, increase in personnel costs primarily due to annual merit increases and severance costs.

Removed

The increase in operating expenses was primarily driven by a 6.7%, or $1.6 million, increase in repair and maintenance expense due to increases in third party vendor costs and weather-related events, an 8.3%, or $1.6 million, increase in utilities, and a 1.9%, or $1.0 million, increase in real estate taxes due to higher assessed valuations.

Reworded

The operating margin (property net operating income divided by property rental income) was 67.0%68.6% and 68.1%68.9% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Added

Six Months Ended June 30, 2026 vs. Six Months Ended June 30, 2025

Added

NOI for our Same-Store Community properties increased 0.3%, or $1.6 million, for the six months ended June 30, 2026 compared to the same period in 2025. The increase in property NOI was attributable to a 1.3%, or $10.3 million, increase in property rental income, partially offset by a 3.5%, or $8.7 million, increase in operating expenses. The increase in property rental income was primarily driven by a 0.7%, or $5.0 million, increase in rental rates, a 5.5%, or $5.2 million, increase in reimbursement and other income and a $2.4 million decrease in bad debt expense primarily due to a reduction in delinquent homes resulting in higher collections, partially offset by a 14.9%, or $3.1 million, increase in vacancy loss. Weighted average physical occupancy decreased by 0.5% to 96.6% and total monthly income per occupied home increased by 1.8% to $2,623.

Added

The increase in operating expenses was primarily driven by a 6.8%, or $2.4 million, increase in utilities primarily due to an increase in commodity prices, a 2.3%, or $2.3 million, increase in real estate taxes due to higher assessed valuations, a 3.6%, or $1.8 million, increase in repair and maintenance expense due to increases in third party vendor costs and weather related events, and a 3.8%, or $1.4 million, increase in personnel costs primarily due to annual merit increases and severance costs.

Added

The operating margin (property net operating income divided by property rental income) was 67.8% and 68.5% for the six months ended June 30, 2026 and 2025, respectively.

Added

Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025

Reworded

The remaining 5.6%,4.9%, or $15.8$14.1 million, of our total NOI during the three months ended MarchJune 31,30, 2026 was generated from our Non-Mature Communities/Other. NOI from Non-Mature Communities/Other decreased by 1.3%,23.6%, or $0.2$4.4 million, for the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025. The decrease was primarily attributable to a $5.1$9.7 million decrease in sold and held for disposition communities NOI due to the sale of fourfive operating communities during the three months ended March 31, 2026, partially offset by a $4.4$3.2 million increase in NOI from stabilized, non-mature communities, primarily due to completed development communities becoming stabilized and a $3.8 million increase in NOI due to two communities acquired duringin 2025 becoming stabilized.

Added

Six Months Ended June 30, 2026 vs. Six Months Ended June 30, 2025

Added

The remaining 5.7%, or $32.8 million, of our total NOI during the six months ended June 30, 2026 was generated from our Non-Mature Communities/Other. NOI from Non-Mature Communities/Other decreased by 12.3%, or $4.6 million, for the six months ended June 30, 2026 as compared to the same period in 2025. The decrease was primarily attributable to a $14.7 million decrease in sold and held for disposition communities NOI due to the sale of five operating communities during 2026, partially offset by a $7.6 million increase in NOI from stabilized, non-mature communities, primarily due to completed development communities becoming stabilized and communities acquired in 2025 becoming stabilized.

Reworded

For the three months ended MarchJune 31,30, 2026, the Company recognized gain/(loss) on sale of real estate owned of $157.4$35.7 million as compared to $47.9 million on sale of real estate ownednone for the three months ended MarchJune 31,30, 2025. The increase in 2026 as compared to 2025 was attributable to the sale of fouran operating communitiescommunity located in variousNashville, marketsTennessee during the three months ended MarchJune 31,30, 2026, as compared to theno salesales of tworeal operating communities located in Englewood, New Jersey, and Brooklyn, New Yorkestate during the three months ended MarchJune 31,30, 2025.

Added

For the six months ended June 30, 2026, the Company recognized gain/(loss) on sale of real estate owned of $193.1 million as compared to $47.9 million on sale of real estate owned for the six months ended June 30, 2025. The increase in 2026 as compared to 2025 was attributable to the sale of five operating communities located in various markets during the six months ended June 30, 2026, as compared to the sale of two operating communities located in various markets during the six months ended June 30, 2025.

Reworded

For the threesix months ended MarchJune 31,30, 2026 and 2025, the Company recognized income/(loss) from unconsolidated entities of $19.7$23.0 million and $5.8$9.4 million, respectively. The increase in 2026 as compared to 2025 was primarily due to an increase of $15.4$14.7 million from realized and unrealized gains on real estate technology investments, partially offset by $2.4 million decrease from unconsolidated joint ventures primarily due to higher depreciation and amortization expense partially offset by higher NOI.investments.

Reworded

For the three months ended MarchJune 31,30, 2026 and 2025, the Company recognized other depreciationoperating and amortizationexpenses of $3.3$13.0 million and $7.1$7.8 million, respectively. The decreaseincrease in 2026 as compared to 2025 was primarily due to $3.0an millionincrease ofin softwarelegal transition related costsfees incurred during the three months ended MarchJune 31,30, 2025,2026 primarily related to the cases in which we have been named that allege antitrust violations by RealPage, Inc., as compared to none during the threesame monthsperiod endedin March 31, 2026.2025.

Removed

Casualty-related charges/(recoveries), net

Reworded

For the threesix months ended MarchJune 31,30, 2026 and 2025, the Company recognized casualty-relatedother charges/(recoveries),operating netexpenses of $5.7$22.4 million and $3.3$15.8 million, respectively. The increase ofin $2.42026 millionas compared to 2025 was primarily due to casualty-relatedan chargesincrease recordedin legal fees incurred during the threesix months ended MarchJune 31,30, 2026 asprimarily arelated resultto ofthe damagescases causedin which we have been named that allege antitrust violations by variousRealPage, winterInc., storms.as compared to the same period in 2025.

Added

Interest income and other income/(expense), net

Added

For the three months ended June 30, 2026 and 2025, the Company recognized interest income and other income/(expense), net of $2.6 million and $8.1 million, respectively. The decrease in 2026 as compared to 2025 was primarily due to a $5.2 million decrease in interest income from our notes receivables primarily due to lower notes receivable balances during the three months ended June 30, 2026, as compared to the same period in 2025.

Added

For the six months ended June 30, 2026 and 2025, the Company recognized interest income and other income/(expense), net of $5.0 million and $10.1 million, respectively. The decrease in 2026 as compared to 2025 was primarily due to a $4.9 million decrease in interest income from our notes receivables primarily due to lower notes receivable balances during the six months ended June 30, 2026, as compared to the same period in 2025.

Added

For the three months ended June 30, 2026 and 2025, the Company recognized other depreciation and amortization of $3.5 million and $7.4 million, respectively. The decrease in 2026 as compared to 2025 was primarily due to $3.0 million of software transition related costs incurred during the three months ended June 30, 2025, as compared to none during the three months ended June 30, 2026.

Added

For the six months ended June 30, 2026 and 2025, the Company recognized other depreciation and amortization of $6.8 million and $14.5 million, respectively. The decrease in 2026 as compared to 2025 was primarily due to $5.9 million of software transition related costs incurred during the six months ended June 30, 2025, as compared to none during the six months ended June 30, 2026.

Reworded

For the threesix months ended MarchJune 31,30, 2026 and 2025, the Company recognized net income attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership of $13.1$17.7 million and $5.3$7.9 million, respectively. The increase in 2026 as compared to 2025 primarily attributed to the noncontrolling interests’ share of the gaingains from the sale of fourfive operating communities located in various markets during the three months ended MarchJune 31,30, 2026, as compared to the noncontrolling interests’ share of the gaingains from the sale of two operating communities located in Englewood,various New Jersey and Brooklyn, New Yorkmarkets in the same period of 2025.

Showing the first 60 of 63 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

UDR insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 1 trade date, 80,000 shares, about $3.1M). Net open-market shares: -80,000 (purchases minus sales); net value about -$3.1M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-07-23Bragg David D.
SVP - Chief Financial Officer
Shares withheld for tax 2,134$39.48 $84.3K27,892 SEC
2026-06-05Toomey Thomas W
Director, Chairman, President and CEO
Open-market sale 80,000$39.25 $3.1M810,455 SEC

Well-known investors holding UDR (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Citadel Advisors (Ken Griffin) COM2026-06-301,334,910$53.3M0.03%Reduced 62%
AQR Capital Management (Cliff Asness) COM2026-06-301,013,479$40.3M0.01%Added 141%
Gotham Asset Management (Joel Greenblatt) COM2026-06-30641,518$25.6M0.06%Added 6%
Renaissance Technologies COM2026-06-30616,298$24.6M0.03%Reduced 51%
Point72 Asset Management (Steve Cohen) COM2026-06-30601,160$24.0M0.04%Added 126%
Millennium Management (Israel Englander) COM2026-06-30325,319$13.0M0.01%Reduced 76%
Bridgewater Associates COM2026-06-3015,573$526.1K—Sold out
D. E. Shaw & Co. COM2026-06-306,543$221.0K—Sold out

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when UDR files, watchlists and downloadable comparisons.