Compensation award — excluded from discretionary-purchase analysis.
Written from the filing's own figures. OQRO describes what was reported and never tells you what to buy or sell
View the official recordSEC Form 4 — Statement of Changes in Beneficial OwnershipAll the details
Dates, kept separate
Transaction date
Jan 2, 2026
Reporting period
Not applicable
Filed with the SEC
Jan 7, 2026
CEOGrant / award
Context
Classification
grant award
Code A — grant or award
Planned / mechanical clue
Footnote references vesting of compensation awards
Only flagged when a footnote says so; never inferred
Source receipt
Record ID
0001195697-26-000002
Filed / recorded
Jan 7, 2026, 2:47 AM UTC
Added to OQRO
Oct 2, 2026, 12:28 PM UTC
Parser
form4-xml-v1
Data quality
Verified: identifiers matched exactly
Issuer
UDR, Inc.
Issuer CIK
74208
Ticker
UDR
Reporting person
Thomas W Toomey
Relationship
Director, Officer
Officer title
Chairman, President and CEO
Security
Class 2 LTIP Units
Table
Derivative (Table II)
Transaction date
Jan 2, 2026
Transaction code
A
Shares / units
453,010
Price per share
$0.00
Acquired / disposed
Acquired (A)
Shares owned after
1,183,411
Ownership form
Direct
Amendment
No
Footnotes from the filing
Represents Class 2 LTIP Units (the "Class 2 LTIP Units") in United Dominion Realty, L.P., a Delaware limited partnership (the "UDR Partnership"). UDR, Inc. (the "Company") is the parent company and sole general partner of the UDR Partnership.
Subject to the conditions set forth in the Amended and Restated Agreement of Limited Partnership of the UDR Partnership (the "Partnership Agreement") and subject to the vesting conditions specified with respect to each Class 2 LTIP Unit, each Class 2 LTIP Unit may be converted into a unit of limited partnership of the UDR Partnership (a "Partnership Common Unit"), provided that such Class 2 LTIP Unit has been outstanding for at least two years from the date of grant.
A holder of Partnership Common Units has the right to require the UDR Partnership to redeem all or a portion of the Partnership Common Units held by the holder in exchange for a cash payment based on the market value of the Company's Common Stock at the time of redemption, as defined in the Partnership Agreement (the "Cash Amount"). However, the UDR Partnership's obligation to pay the Cash Amount is subject the prior right of the Company to acquire such Partnership Common Units in exchange for either the Cash Amount or shares of the Company's Common Stock.
The Company, as the general partner of the UDR Partnership, may, in its sole discretion, purchase the Partnership Common Units by paying the limited partner either the Cash Amount or the REIT Share Amount (generally one share of the Company's Common Stock for each Partnership Common Unit), as such terms are defined in the Partnership Agreement. The right to convert the Class 2 LTIP Units into Partnership Common Units and the right to receive the Cash Amount or the REIT Share Amount (in the Company's sole discretion) in exchange for Partnership Common Units do not have expiration dates.
In the event of a change of control of the Company, the Class 2 LTIP Units will vest only if the holder's employment or other service relationship with the Company is terminated by the Company without cause, or by the holder for good reason, in each case on or within 12 months following the date of a change of control. Further, all restrictions on outstanding awards that have been earned shall lapse upon the Company's termination of the holder's employment without cause or the holder's termination of employment for good reason.
The Class 2 LTIP Units will vest only to the extent that pre-established performance metrics are met for the applicable performance period, subject to continuing employment. Except as otherwise set forth in the UDR, Inc. 1999 Long-Term Incentive Plan, as amended from time to time, except Section 14.9 thereof, the Partnership Agreement, or as determined by the Compensation Committee of the Company's Board of Directors (the "Committee"), in its sole discretion, vesting of the Class 2 LTIP Units shall cease upon the date of termination for any reason other than in the event of a change of control of the Company, and no unvested Class 2 LTIP Units shall thereafter become vested.
The vesting of these Class 2 LTIP Units shall be determined as follows: 50 percent shall be based on a goal measured by the Company's relative total shareholder return ("TSR") as compared to an apartment peer group over a three-year cumulative performance period (the "3-Year Relative Apartment Peer TSR Metric"); 30 percent shall be based on the achievement of a pre-determined FFO as Adjusted goal over a one-year period (the "1-Year FFO as Adjusted Metric"); and 20 percent shall be determined based on a goal measured by the Company's relative FFO as Adjusted growth rate as compared to an apartment peer group over a three-year cumulative performance period (the "3-Year Relative FFO as Adjusted Metric").
The portions of these Class 2 LTIP Units based upon the 3-Year Relative Apartment Peer TSR Metric and the 3-Year Relative FFO as Adjusted Metric will vest on the date the Committee determines performance with respect to such metrics. The portion of these Class 2 LTIP Units based upon the 1-Year FFO as Adjusted Metric will vest 50 percent on the date the Committee determines performance with respect to such metric and 50 percent on the one year anniversary thereof.
Amount represents the maximum award (including dividends) that could be earned, which is subject to forfeiture when the performance results are determined.