# UDR, Inc. (UDR) Informational only - not investment advice. CIK: 0000074208 SIC: 6798 Real Estate Investment Trusts SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Holding And Other Investment Offices](/major-group/67/) > [SIC 6798 Real Estate Investment Trusts](/industry/6798/) Latest 10-K filed: 2026-02-17 SEC page: https://www.sec.gov/edgar/browse/?CIK=74208 Filing source: https://www.sec.gov/Archives/edgar/data/74208/000007420826000013/udr-20251231x10k.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 1712317000 | USD | 2025 | 2026-02-17 | | Net income | 377704000 | USD | 2025 | 2026-02-17 | | Assets | 10605674000 | USD | 2025 | 2026-02-17 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-17. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000074208.json. Derived margins are computed from the extracted annual SEC facts. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | 959,861,000 | 995,791,000 | 1,046,859,000 | 1,152,193,000 | 1,241,165,000 | 1,290,767,000 | 1,517,386,000 | 1,627,501,000 | 1,671,842,000 | 1,712,317,000 | | Net income | 292,718,000 | 121,558,000 | 203,106,000 | 184,965,000 | 64,266,000 | 150,016,000 | 86,924,000 | 444,353,000 | 89,585,000 | 377,704,000 | | Operating income | 400,821,000 | 227,898,000 | 354,718,000 | 221,057,000 | 249,103,000 | 267,968,000 | 250,814,000 | 635,008,000 | 284,569,000 | 553,606,000 | | Diluted EPS | 1.08 | 0.44 | 0.74 | 0.63 | 0.20 | 0.48 | 0.26 | 1.34 | 0.26 | 1.13 | | Assets | 7,679,584,000 | 7,733,273,000 | 7,711,728,000 | 9,636,472,000 | 9,637,533,000 | 10,775,220,000 | 11,038,470,000 | 11,373,242,000 | 10,897,586,000 | 10,605,674,000 | | Liabilities | 3,673,132,000 | 3,949,771,000 | 3,816,211,000 | 5,228,493,000 | 5,522,648,000 | 6,001,474,000 | 6,100,325,000 | 6,420,801,000 | 6,436,691,000 | 6,456,911,000 | | Stockholders' equity | 3,093,110,000 | 2,825,800,000 | 2,905,625,000 | 3,358,542,000 | 3,234,200,000 | 3,442,874,000 | 4,098,085,000 | 3,991,144,000 | 3,443,205,000 | 3,288,462,000 | | Cash and cash equivalents | 2,112,000 | 2,038,000 | 185,216,000 | 8,106,000 | 1,409,000 | 967,000 | 1,193,000 | 2,922,000 | 1,326,000 | 1,222,000 | | Net margin | 30.50% | 12.21% | 19.40% | 16.05% | 5.18% | 11.62% | 5.73% | 27.30% | 5.36% | 22.06% | | Operating margin | 41.76% | 22.89% | 33.88% | 19.19% | 20.07% | 20.76% | 16.53% | 39.02% | 17.02% | 32.33% | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance ## Latest 10-K MD&A Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the consolidated financial statements appearing elsewhere herein and is based primarily on the consolidated financial statements for the years ended December 31, 2025, and 2024. This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024 of UDR, Inc. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Business Overview 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. Unless the context otherwise requires, all references in this Report to “we,” “us,” “our,” “the Company,” or “UDR” refer collectively to UDR, Inc., its consolidated subsidiaries and its consolidated joint ventures. At December 31, 2025, our consolidated real estate portfolio included 165 communities in 12 states plus the District of Columbia totaling 55,240 apartment homes. In addition, we have an ownership interest in 12,167 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 6,766 apartment homes owned by entities in which we hold preferred equity investments. The Same-Store Community apartment home population for the year ended December 31, 2025, was 53,468. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management to use judgment in the application of accounting policies, including making estimates and assumptions. A critical accounting policy is one that is both important to our financial condition and results of operations as well as involves some degree of uncertainty. Estimates are prepared based on management’s assessment after considering all evidence available. Changes in estimates could affect our financial position or results of operations. Below is a discussion of the accounting policies that we consider critical to understanding our financial condition or results of operations where there is uncertainty or where significant judgment is required. A discussion of our significant accounting policies, including further discussion of the accounting policies described below, can be found in Note 2, Significant Accounting Policies, to the Notes to the UDR, Inc. Consolidated Financial Statements included in this Report. Cost Capitalization In conformity with GAAP, we capitalize those expenditures that materially enhance the value of an existing asset or substantially extend the useful life of an existing asset. Expenditures necessary to maintain an existing property in ordinary operating condition are expensed as incurred. In addition to construction costs, we capitalize costs directly related to the predevelopment, development, and redevelopment of a capital project, which include, but are not limited to, interest, real estate taxes, insurance, and allocated development and redevelopment overhead related to support costs for personnel working on the capital projects. We use our professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress and such costs are incremental and identifiable to a specific activity to get the asset ready for its intended use. As each home in a capital project is completed and becomes available for lease-up, the Company ceases capitalization on the related portion. The costs capitalized are reported on the Consolidated Balance Sheets as Total real estate owned, net of accumulated depreciation. Amounts capitalized during the years ended December 31, 2025, 2024, and 2023 were $15.4 million, $24.4 million, and $23.2 million, respectively. 38 Table of Contents Investment in Unconsolidated Entities We may enter into various joint venture agreements and/or partnerships with unrelated third parties to hold or develop real estate assets. We must determine for each of these ventures whether to consolidate the entity or account for our investment under the equity method of accounting. We determine whether to consolidate a joint venture or partnership based on our rights and obligations under the venture agreement, applying the applicable accounting guidance. The application of the rules in evaluating the accounting treatment for each joint venture or partnership is complex and requires substantial management judgment. We evaluate our accounting for investments on a regular basis including when a significant change in the design of an entity occurs. Throughout our financial statements, and in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, we use the term “joint venture” or “partnership” when referring to investments in entities in which we do not have a 100% ownership interest. We continually evaluate our investments in unconsolidated joint ventures 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. These factors include, but are not limited to, age of the venture, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity, and the relationships with the other joint venture partners and its lenders. The amount of loss recognized is the excess of the investment’s carrying amount over its estimated fair value. If we believe that the decline in fair value is temporary, no impairment is recorded. The aforementioned factors are taken as a whole by management in determining the valuation of our investment property. Should the actual results differ from management’s judgment, the valuation could be negatively affected and may result in a negative impact to our Consolidated Financial Statements. Impairment of Long-Lived Assets Quarterly or when changes in circumstances warrant, we will assess our real estate properties for indicators of impairment. The judgments regarding the existence of impairment indicators are based on certain factors. Such factors include, among other things, operational performance, market conditions, the Company’s intent and ability to hold the related asset, as well as any significant cost overruns on development properties. ​ If a real estate property has indicators of impairment, we assess whether the long-lived asset’s carrying value exceeds the community’s undiscounted future cash flows, which is representative of projected net operating income (“NOI”) plus the residual value of the community. Our future cash flow estimates are based upon historical results adjusted to reflect our best estimate of future market and operating conditions and our estimated holding periods. If such indicators of impairment are present and the carrying value exceeds the undiscounted cash flows of the community, an impairment loss is recognized equal to the excess of the carrying amount of the asset over its estimated fair value. Our estimates of fair value represent our best estimate based primarily upon unobservable inputs related to rental rates, operating costs, growth rates, discount rates, capitalization rates, industry trends and reference to market rates and transactions. For long-lived assets to be disposed of, impairment losses are recognized when the fair value of the asset less estimated cost to sell is less than the carrying value of the asset. Properties classified as real estate held for disposition generally represent properties that are actively marketed or contracted for sale with the closing expected to occur within the next twelve months. Real estate held for disposition is carried at the lower of cost, net of accumulated depreciation, or fair value, less the cost to sell, determined on an asset-by-asset basis. Expenditures for ordinary repair and maintenance costs on held for disposition properties are charged to expense as incurred. Expenditures for improvements, renovations, and replacements related to held for disposition properties are capitalized at cost. Depreciation is not recorded on real estate held for disposition. Real Estate Investment Properties We purchase real estate investment properties from time to time and record the fair value to various components, such as land, buildings, and intangibles related to in-place leases, based on the fair value of each component. In making estimates of fair values for purposes of allocating purchase price, we utilize various sources, including independent appraisals, our own analysis of recently acquired and existing comparable properties in our portfolio and other market data. The fair value of buildings is determined as if the buildings were vacant upon acquisition and subsequently leased at market rental rates. As such, the determination of fair value considers the present value of all cash flows expected to be generated from the property including an initial lease-up period. We determine the fair value of in-place leases by assessing the net effective rent and remaining term of the lease relative to market terms for similar leases at acquisition. In addition, we consider the cost of acquiring similar leases, the foregone rents 39 Table of Contents associated with the lease-up period, and the carrying costs associated with the lease-up period. The fair value of in-place leases is recorded and amortized as amortization expense over the remaining average contractual lease period. REIT Status We are a Maryland corporation that has elected to be treated for federal income tax purposes as a REIT. A REIT is a legal entity that holds interests in real estate and is required by the Code to meet a number of organizational and operational requirements, including a requirement that a REIT must distribute at least 90% of our REIT taxable income (other than our net capital gain) to our stockholders. If we were to fail to qualify as a REIT in any taxable year, we will be subject to federal and state income taxes at the regular corporate rates and may not be able to qualify as a REIT for four years. Based on the net earnings reported for the year ended December 31, 2025 in our Consolidated Statements of Operations, we would have incurred federal and state GAAP income taxes if we had failed to qualify as a REIT. 40 Table of Contents Summary of Real Estate Portfolio by Geographic Market The following table summarizes our market information by major geographic markets as of and for the year ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ Year Ended December 31, 2025 ​   ​ ​   ​ ​   ​ Percentage   ​ Total   ​ Weighted   ​ Monthly   ​ ​ ​ Net ​ ​ Number of ​ Number of ​ of Total  ​ Carrying ​ Average ​ Income per  ​ Operating ​ ​ Apartment ​ Apartment ​ Carrying ​ Value (in ​ Physical ​ Occupied ​ Income Same-Store Communities ​ Communities ​ Homes ​ Value ​ thousands) ​ Occupancy ​ Home (a) ​ (in thousands) West Region   ​   ​   ​ ​   ​   ​ ​   ​ ​   ​ Orange County, CA 8 4,305 8.6 %  $ 1,423,008 96.9 %  $ 3,175 ​ $ 122,657 San Francisco, CA 13 3,144 7.1 %  ​ 1,169,933 97.4 %  ​ 3,651 ​ ​ 94,139 Seattle, WA 14 2,702 6.9 % 1,132,015 96.9 % 2,973 ​ 69,416 Los Angeles, CA 4 1,225 3.0 % 495,471 96.5 % 3,294 ​ 32,560 Monterey Peninsula, CA 7 1,567 1.3 % 208,608 96.5 % 2,388 ​ 32,347 Other Southern California 3 821 1.4 % 230,542 96.7 % 2,969 ​ 20,205 Portland, OR 1 220 0.2 % 27,016 96.8 % 2,137 ​ 3,956 Northeast Region   ​   ​ ​ ​   ​   ​ ​   ​ ​   ​ Boston, MA 12 4,667 12.1 % 1,989,427 96.7 % 3,342 ​ 128,760 New York, NY 4 1,945 8.5 % 1,398,883 97.9 % 5,173 ​ 65,640 Philadelphia, PA 4 1,172 2.7 % 447,031 96.9 % 2,558 ​ 23,124 Mid-Atlantic Region   ​   ​ ​ ​   ​   ​ ​   ​ ​   ​ Metropolitan D.C. 23 8,819 15.4 % 2,547,357 97.1 % 2,479 ​ 174,621 Baltimore, MD 7 2,219 3.5 % 583,229 96.9 % 2,018 ​ 34,662 Richmond, VA ​ 2 ​ 841 ​ 0.6 % ​ 90,839 ​ 96.4 % ​ 1,833 ​ ​ 13,515 Southeast Region   ​   ​ ​ ​   ​   ​ ​   ​ ​   ​ Tampa, FL 11 3,877 4.3 % 714,283 96.7 % 2,152 ​ 63,232 Orlando, FL 10 3,293 3.5 % 569,225 96.6 % 1,923 ​ 50,791 Nashville, TN 8 2,261 1.7 % 280,493 96.3 % 1,742 ​ 32,287 Other Florida 1 636 0.6 % 99,388 96.4 % 2,419 ​ 12,311 Southwest Region   ​   ​ ​ ​   ​   ​ ​   ​ ​   ​ Dallas, TX 19 7,364 8.0 % 1,324,994 97.2 % 1,773 ​ 95,680 Austin, TX 6 1,880 2.0 % 328,647 97.2 % 1,785 ​ 22,389 Denver, CO ​ 2 ​ 510 ​ 1.5 % ​ 252,306 ​ 95.7 % ​ 2,840 ​ ​ 11,885 Total/Average Same-Store Communities 159 53,468 92.9 % 15,312,695 96.9 % $ 2,590 ​ 1,104,177 Non-Mature, Commercial Properties & Other 6 1,772 6.7 % 1,102,305   ​ ​   ​ ​ 57,991 Total Real Estate Held for Investment 165 55,240 99.6 % 16,415,000   ​ ​   ​ ​ 1,162,168 Real Estate Under Development (b) — — 0.4 % 72,885   ​ ​   ​ ​ — Total Real Estate Owned 165 55,240 100.0 % 16,487,885   ​ ​   ​ ​ $ 1,162,168 Total Accumulated Depreciation   ​   ​   ​ ​ (7,374,546)   ​ ​   ​ ​   ​ Total Real Estate Owned, Net of Accumulated Depreciation   ​   ​   ​ ​ $ 9,113,339   ​ ​   ​ ​   ​ (a) Monthly Income per Occupied Home represents total monthly revenues divided by the average physical number of occupied apartment homes in our Same-Store portfolio. (b) As of December 31, 2025, the Company was developing one wholly-owned community with a total of 300 apartment homes, none of which have been completed. We report in two segments: Same-Store Communities and Non-Mature Communities/Other. Our Same-Store Communities segment represents those communities acquired, developed, and stabilized prior to January 1, 2024 and held as of December 31, 2025. These communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior year, there is no plan to conduct substantial redevelopment activities, and the communities are not classified as held for disposition at year end. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months. Our Non-Mature Communities/Other segment represents those communities that do not meet the criteria to be included in Same-Store Communities, including, but not limited to, recently acquired, developed and redeveloped communities, and the non-apartment components of mixed use properties. 41 Table of Contents Liquidity and Capital Resources Liquidity is the ability to meet present and future financial obligations either through operating cash flows, sales of properties, borrowings under our credit agreements, and/or the issuance of debt and/or equity securities. Our primary source of liquidity is our cash flow from operations, as determined by rental rates, occupancy levels, and operating expenses related to our portfolio of apartment homes, and borrowings under our credit agreements. We routinely use our working capital credit facility, our unsecured revolving credit facility and issuances of commercial paper to temporarily fund certain investing and financing activities prior to arranging for longer-term financing or the issuance of equity or debt securities. During the past several years, proceeds from the sale of real estate have been used for both investing and financing activities as we continue to execute on maintaining a diversified portfolio. We expect to meet our short-term liquidity requirements generally through net cash provided by property operations and borrowings under our credit agreements and our unsecured commercial paper program. We expect to meet certain long-term liquidity requirements such as scheduled debt maturities, the repayment of financing on development activities, and potential property acquisitions, through net cash provided by property operations, secured and unsecured borrowings, the issuance of debt or equity securities, and/or the disposition of properties. We believe that our net cash provided by property operations and borrowings under our credit agreements and our unsecured commercial paper program will continue to be adequate to meet both operating requirements and the payment of dividends by the Company in accordance with REIT requirements. Likewise, the budgeted expenditures for improvements and renovations of certain properties are expected to be funded from property operations, borrowings under credit agreements, the issuance of debt or equity securities, and/or dispositions of properties. We have a shelf registration statement filed with the Securities and Exchange Commission, or “SEC,” which provides for the issuance of common stock, preferred stock, depositary shares, debt securities, guarantees of debt securities, warrants, subscription rights, purchase contracts and units to facilitate future financing activities in the public capital markets. Access to capital markets is dependent on market conditions at the time of issuance. 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. Upon entering into the ATM sales agreement, the Company simultaneously terminated the sales agreement for its prior at-the-market equity offering program, which was entered into in July 2017. During the year ended December 31, 2025 the Company did not sell any shares of common stock through its ATM program. As of December 31, 2025, we had 14.0 million shares of common stock available for future issuance under the ATM program. In connection with any forward sales agreement under the Company’s ATM program, the relevant forward purchasers will borrow from third parties and, through the relevant sales agent, acting in its role as forward seller, sell a number of shares of the Company’s common stock equal to the number of shares underlying the agreement. The Company does not initially receive any proceeds from any sale of borrowed shares by the forward seller. ​ 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. ​ 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 (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. The Revolving Credit Facility has a scheduled maturity date of August 31, 2028, with two six-month extension options, subject to certain conditions. In September 2025, the Company amended the Term Loan to extend the maturity date to January 2029, with two one-year extension options, subject to certain conditions. The Term Loan was previously set to mature on January 31, 2027. ​ 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. 42 Table of Contents ​ Future Capital Needs Future development and redevelopment expenditures may be funded through unsecured or secured credit facilities, unsecured commercial paper, proceeds from the issuance of equity or debt securities, sales of properties, joint ventures, and, to a lesser extent, from cash flows provided by property operations. Acquisition activity in strategic markets may be funded through joint ventures, by the reinvestment of proceeds from the sale of properties, through the issuance of equity or debt securities, the issuance of operating partnership units and the assumption or placement of secured and/or unsecured debt. During 2026, we have approximately $56.7 million of secured debt maturing, inclusive of principal amortization, and $745.0 million of unsecured debt maturing. We anticipate repaying the debt due in 2026 with cash flow from our operations, proceeds from debt or equity offerings, proceeds from dispositions of properties, or from borrowings under our credit agreements and our unsecured commercial paper program. The following table summarizes our material cash requirements as of December 31, 2025 (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments Due by Period Material Cash Requirements   ​ ​ ​ 2026   ​ ​ ​ 2027-2028   ​ ​ ​ 2029-2030   ​ ​ ​ Thereafter   ​ ​ ​ Total Long-term debt obligations ​ $ 801,672 ​ $ 799,846 ​ $ 1,796,407 ​ $ 2,437,930 ​ $ 5,835,855 Interest on debt obligations (a) ​ 172,870 ​ 300,735 ​ 174,630 ​ 146,473 ​ 794,708 Letters of credit ​ 4,236 ​ 76 ​ — ​ — ​ 4,312 Operating lease obligations: ​   ​ ​   ​ ​   ​ ​   ​ ​   ​ Ground leases (b) ​ 12,695 ​ 25,390 ​ 25,390 ​ 389,340 ​ 452,815 ​ ​ $ 991,473 ​ $ 1,126,047 ​ $ 1,996,427 ​ $ 2,973,743 ​ $ 7,087,690 (a) Interest payments on variable rate debt instruments are based on each debt instrument’s respective year-end interest rate at December 31, 2025. (b) For purposes of our ground lease contracts, the Company uses the minimum lease payment, if stated in the agreement. For ground lease agreements where there is a rent reset provision based on fair market value or changes in the consumer price index but does not include a specified minimum lease payment, the Company uses the current rent over the remainder of the lease term. During 2025, we incurred gross interest costs of $205.2 million, of which $8.6 million was capitalized. ​ We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material. ​ Guarantor Subsidiary Summarized Financial Information ​ UDR has certain outstanding debt securities that are guaranteed by the Operating Partnership. With respect to this debt, as further outlined below, the Operating Partnership fully and unconditionally guarantees payment of any principal, premium and interest in full to the holders thereof. The Operating Partnership is a subsidiary of UDR, through which UDR conducts a significant portion of its business and holds a substantial amount of its assets. UDR also conducts business through other subsidiaries, including its taxable REIT subsidiaries. In addition to its ownership interest in the Operating Partnership, UDR holds interests in subsidiaries and joint ventures, owns and operates properties, issues securities from time to time and guarantees debt of certain of its subsidiaries. UDR, as the sole general partner of the Operating Partnership, owns 100 percent of the Operating Partnership’s general partnership interests and approximately 95 percent of its limited partnership interests and, by virtue thereof, has the ability to control all of the day-to-day operations of the Operating Partnership. UDR has concluded that it is the primary beneficiary of, and therefore consolidates, the Operating Partnership. ​ The Operating Partnership is the subsidiary guarantor of certain of our registered debt securities, including the $300 million of medium-term notes due September 2026, $300 million of medium-term notes due July 2027, $300 million of medium-term notes due January 2028, $300 million of medium-term notes due January 2029, $600 million of medium-term notes due January 2030, $600 million of medium-term notes due August 2031, $400 million of medium- 43 Table of Contents term notes due August 2032, $350 million of medium-term notes due March 2033, $300 million of medium-term notes due in June 2033, $300 million of medium-term notes due September 2034 and $300 million of medium-term notes due November 2034. ​ The Operating Partnership fully and unconditionally guarantees payment of any principal, premium and interest in full to the holders of the notes described above. The guarantee forms part of the indenture under which the notes were issued. If, for any reason, we do not make any required payment in respect of the notes when due, the Operating Partnership will cause the payment to be made to, or to the order of, the applicable paying agent on behalf of the trustee. Holders of the notes may enforce their rights under the guarantee directly against the Operating Partnership without first making a demand or taking action against UDR or any other person or entity. The Operating Partnership may, without the consent of the holders of the notes, assume all of our rights and obligations under the notes and, upon such assumption, we will be released from our liabilities under the indenture and the notes. ​ The notes are UDR’s unsecured general obligations and rank equally with all of UDR’s other unsecured and unsubordinated indebtedness outstanding from time to time. As a result, our payment of amounts due on the notes is subordinated to all of our existing and future secured obligations to the extent of the value of the collateral pledged toward any such secured obligation. Our payment of amounts due on the notes also is effectively subordinated to all liabilities, whether secured or unsecured, of any of our non-guarantor subsidiaries because, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to such subsidiaries, we, as an equity holder of such subsidiaries, would not receive distributions from such subsidiaries until claims of any creditors of such subsidiaries are satisfied. ​ The following tables present the summarized financial information for the Operating Partnership as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024, and 2023. The information presented below excludes eliminations necessary to arrive at the information on a consolidated basis (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31,  ​ December 31,  ​   ​ ​ ​ 2025   ​ ​ ​ 2024 Total real estate, net $ 2,624,249 $ 2,562,075 Operating lease right-of-use assets ​ 188,343 ​ 187,886 Other assets ​ 37,548 ​ 47,907 Total assets $ 2,850,140 $ 2,797,868 ​ ​ ​ ​ ​ ​ ​ Secured debt, net ​ $ 375,820 ​ $ 377,724 Notes payable to UDR (a) ​ ​ 1,697,552 ​ ​ 1,429,849 Operating lease liabilities ​ ​ 183,731 ​ ​ 183,215 Other liabilities ​ 146,348 ​ 139,910 Total liabilities ​ 2,403,451 ​ 2,130,698 Total capital ​ $ 446,689 ​ $ 667,170 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31,  ​   ​ ​ ​ 2025   ​ ​ ​ 2024 ​ 2023 Total revenue ​ $ 614,855 $ 600,425 ​ $ 561,441 Property operating expenses ​ (263,801) ​ (271,781) ​ (243,842) Real estate depreciation and amortization ​ (188,172) ​ (187,821) ​ (166,744) Operating income/(loss) ​ 162,882 ​ 140,823 ​ 150,855 Interest expense (a) ​ (75,211) ​ (69,933) ​ (55,729) Other income/(loss) ​ 12,436 ​ 6,595 ​ 6,231 Net income/(loss) ​ $ 100,107 $ 77,485 $ 101,357 44 Table of Contents (a) All $1.7 billion and $1.4 billion notes payable to UDR as of December 31, 2025 and 2024, respectively, and $58.0 million, $53.6 million and $47.2 million of interest expense on notes payable to UDR for the years ended December 31, 2025, 2024, and 2023, respectively, eliminate upon consolidation of UDR’s consolidated financial statements. ​ Statements of Cash Flows 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 years ended December 31, 2025 and 2024. Operating Activities For the year ended December 31, 2025, our Net cash provided by/(used in) operating activities was $902.9 million compared to $876.8 million for 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 and an increase in weighted average physical occupancy and changes in operating assets and liabilities, partially offset by a decrease in operating distributions from our unconsolidated joint ventures and partnerships. Investing Activities For the year ended December 31, 2025, Net cash provided by/(used in) investing activities was $(151.0) million compared to $(276.4) million for 2024. The decrease in cash used in investing activities was primarily due to an increase in proceeds from the sales of real estate investments, an increase in distributions received from unconsolidated joint ventures and partnerships, and a decrease in spend for development of real estate assets, partially offset by an increase in acquisitions, an increase in the issuance of notes receivable during the current year compared to the prior year, an increase in investments in unconsolidated joint ventures and partnerships, and an increase in spend for non-real estate capital expenditures. Acquisitions 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. 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. ​ In January 2024, the Company acquired its joint venture partner’s common equity interest in a 173 apartment home operating community located in Oakland, California for $1.4 million. The community was previously owned by a consolidated joint venture of the Company. (See Note 5, Joint Ventures and Partnerships for more information). ​ Dispositions 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. ​ 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. ​ 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% 45 Table of Contents 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). ​ In February 2024, the Company sold an operating community located in Arlington, Virginia with a total of 214 apartment homes for gross proceeds of $100.0 million, resulting in a gain of approximately $16.9 million. This operating community was classified as held for disposition as of December 31, 2023. ​ We plan to continue to pursue our strategy of exiting markets where long-term growth prospects are limited and redeploying capital to primary locations in markets we believe will provide the best investment returns. Capital Expenditures We capitalize those expenditures that materially enhance the value of an existing asset or substantially extend the useful life of an existing asset. Expenditures necessary to maintain an existing property in ordinary operating condition are expensed as incurred. For the year ended December 31, 2025, total capital expenditures of $255.1 million or $4,622 per stabilized home, which in aggregate include recurring capital expenditures and major renovations, were spent across our portfolio, excluding development, as compared to $246.5 million or $4,458 per stabilized home for the prior year. The increase in total capital expenditures was primarily due to: ● an increase of 7.4%, or $7.3 million, in recurring capital expenditures, which includes asset preservation and turnover-related expenditures; ● an increase of 126.6%, or $4.7 million, in operations platform, which includes smart home installations in certain of our properties; and 46 Table of Contents ● an increase of 9.0%, or $4.7 million, in major renovations, which includes major structural changes and/or architectural revisions to existing buildings. This was partially offset by: ● a decrease of 8.7%, or $8.0 million, in NOI enhancing improvements, such as kitchen and bath remodels and upgrades to common areas. The following table outlines capital expenditures and repair and maintenance costs for all of our communities, excluding real estate under development, for the years ended December 31, 2025 and 2024 (dollars in thousands except Per Home amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Per Home ​ ​ Year Ended December 31,  ​ Year Ended December 31,  ​   ​ ​ ​ 2025   ​ ​ ​ 2024   ​ ​ ​ % Change   ​ ​ ​ 2025   ​ ​ ​ 2024   ​ ​ ​ % Change Turnover capital expenditures ​ $ 17,612 ​ $ 19,230 (8.4) %   $ 319 ​ $ 348 (8.3) % Asset preservation expenditures ​ 88,362 ​ 79,456 11.2 %   1,601 ​ 1,437 11.4 % Total recurring capital expenditures ​ 105,974 ​ 98,686 7.4 %   1,920 ​ 1,785 7.6 % NOI enhancing improvements (a) ​ 84,646 ​ 92,668 (8.7) %   1,533 ​ 1,676 (8.5) % Major renovations (b) ​ 56,094 ​ 51,441 9.0 %   1,016 ​ 930 9.2 % Operations platform ​ ​ 8,418 ​ ​ 3,715 ​ 126.6 %   ​ 153 ​ ​ 67 ​ 128.4 % Total capital expenditures (c) ​ $ 255,132 ​ $ 246,510 3.5 %   $ 4,622 ​ $ 4,458 3.7 % Repair and maintenance expense ​ $ 102,649 ​ $ 101,223 1.4 %   $ 1,860 ​ $ 1,830 1.6 % Average home count (d) ​ 55,200 ​ 55,301 (0.2) %   ​ ​ ​ ​ ​ ​ ​ ​ (a) NOI enhancing improvements are expenditures that we believe will result in increased income generation or decreased expense growth. (b) Major renovations include major structural changes and/or architectural revisions to existing buildings. (c) Total capital expenditures includes amounts capitalized during the year. Cash paid for capital expenditures is impacted by the net change in related accruals. (d) Average number of homes is calculated based on the number of homes outstanding at the end of each month. ​ We intend to continue to selectively add NOI enhancing improvements, which we believe will provide a return on investment in excess of our cost of capital. Our objective in redeveloping a community is twofold: we aim to meaningfully grow rental rates while also achieving cap rate compression through asset quality improvement. Consolidated Real Estate Under Development and Redevelopment 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. At December 31, 2025, the Company had no communities at which it was conducting substantial redevelopment activities. Unconsolidated Joint Ventures and Partnerships The Company recognizes income or losses from our investments in unconsolidated joint ventures and partnerships consisting of our proportionate share of the net income or losses of the joint ventures and partnerships. In addition, we may earn fees for providing management services to the communities held by the unconsolidated joint ventures and partnerships. 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 year ended December 31, 2025: ● we made investments totaling $83.0 million in our unconsolidated joint ventures and partnerships; 47 Table of Contents ● our proportionate share of the net income/(loss) of the joint ventures and partnerships was $28.4 million; and ● we received cash distributions of $204.2 million, of which $53.9 million were operating cash flows and $150.3 million were investing cash flows. 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 year ended December 31, 2025. For the year ended December 31, 2024, the Company recorded an $8.1 million non-cash impairment loss on one of its preferred equity investment (recorded 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. Financing Activities For the years ended December 31, 2025 and 2024, Net cash provided by/(used in) financing activities was $(750.4) million and $(599.9) million, respectively. The following significant financing activities occurred during the year ended December 31, 2025: ● repaid $178.3 million of secured debt; ● received net proceeds of $155.1 million on our unsecured commercial paper program; ● received net proceeds of $17.0 million on our revolving bank debt; ● repurchased 3.3 million common shares for approximately $117.8 million; ● paid $39.7 million of distributions to redeemable noncontrolling interests; and ● paid $567.9 million of distributions to our common stockholders. The following significant financing activities occurred during the year ended December 31, 2024: ● issued $300.0 million of 5.125% senior unsecured medium-term notes due September 2034, for net proceeds of $296.9 million; ● repaid $138.0 million of secured debt; ● repaid $15.6 million of unsecured debt; ● repaid $118.2 million, net on our unsecured commercial paper program; ● paid $42.8 million of distributions to redeemable noncontrolling interests; and ● paid $558.5 million of distributions to our common stockholders. Credit Facilities and Commercial Paper Program 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 (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. The Revolving Credit Facility has a scheduled maturity date of August 31, 2028, with two six-month extension options, subject to certain conditions. In September 2025, the Company amended the Term Loan to extend the maturity date to January 2029, with two one-year extension options, subject to certain conditions. The Term Loan was previously set to mature on January 31, 2027. Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to 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 SOFR plus a margin of 85.0 basis points. Depending on the Company’s credit rating, the margin under the Revolving 48 Table of Contents 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. 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 Term Loan of up to five basis points. As of December 31, 2025, we had no outstanding borrowings under the Revolving Credit Facility, leaving $1.3 billion of unused capacity (excluding $4.3 million of letters of credit at December 31, 2025), and $350.0 million of outstanding borrowings under the Term Loan. 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, 2027. In December 2025, the Company extended the maturity date from January 12, 2026 to January 12, 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 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. As of December 31, 2025, we had $26.4 million of outstanding borrowings under the Working Capital Credit Facility, leaving $48.6 million of unused capacity. 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 December 31, 2025. 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 rate of 3.9%, leaving $255.0 million of unused capacity. Interest Rate Risk 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 $673.4 million in variable rate debt that is not subject to interest rate swap contracts as of December 31, 2025. If market interest rates for variable rate debt increased by 100 basis points, our interest expense would increase by $6.3 million based on the average balance outstanding during the year. These amounts are determined by considering the impact of hypothetical interest rates on our borrowing cost. This analysis does not consider the effects of the adjusted level of overall economic activity that could exist in such an environment or actions we may take to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no change in our financial structure. The Company also utilizes derivative financial instruments to manage interest rate risk and generally designates these financial instruments as cash flow hedges. See Note 14, Derivatives and Hedging Activities, in the Notes to the UDR Consolidated Financial Statements included in this Report for additional discussion of derivative instruments. A presentation of cash flow metrics based on GAAP is as follows (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31,  ​ ​ 2025   ​ ​ ​ 2024 Net cash provided by/(used in) operating activities   ​ ​ ​ $ 902,887   ​ ​ ​ $ 876,848 Net cash provided by/(used in) investing activities ​ (150,990) (276,351) Net cash provided by/(used in) financing activities ​ (750,392) (599,936) ​ 49 Table of Contents ​ Results of Operations The following discussion explains the changes in results of operations that are presented in our Consolidated Statements of Operations for the years ended December 31, 2025 and 2024. Net Income/(Loss) Attributable to Common Stockholders Net income/(loss) attributable to common stockholders was $372.9 million ($1.13 per diluted share) for the year ended December 31, 2025, as compared to $84.8 million ($0.26 per diluted share) for the prior year. The increase resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report: ● gains of $242.9 million recognized 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, during year ended December 31, 2025, as compared to a gain on the sale of real estate of $16.9 million recognized from the sale of an operating community located in Arlington, Virginia during the year ended December 31, 2024; ● an increase in interest income and other income/(expense), net of $31.5 million 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 $6.6 million decrease in interest income from our notes receivables primarily due to lower notes receivable balances during the year ended December 31, 2025, as compared the same period in 2024; ● an increase in total property NOI of $23.3 million primarily due to higher revenue per occupied home, an increase in weighted average physical occupancy and NOI from additional operating communities, partially offset by an increase in property operating expenses and a decrease in NOI from communities sold during 2024 and 2025; ● a decrease in real estate depreciation expense of $21.9 million primarily due to assets that became fully depreciated and assets sold in 2024 and 2025, partially offset by two acquired communities in 2025 and development communities completed in 2024; and ● an increase in income/(loss) from unconsolidated entities of $8.2 million 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. This was partially offset by:  ● an increase in net income attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership of $19.7 million primarily attributed to the noncontrolling interests’ share of the gain 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 during the year ended December 31, 2025, as compared to the sale of one operating community located in Arlington, Virginia in the same period of 2024; and ● an increase in other depreciation and amortization of $6.5 million primarily due 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. Apartment Community Operations Our net income results are primarily from NOI generated from the operation of our apartment communities. The Company defines NOI, which is a non-GAAP financial measure, as rental income less direct property rental expenses. Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and 50 Table of Contents marketing. Excluded from NOI is property management expense, which is calculated as 3.25% of property revenue, and land rent. Property management expense covers costs directly related to consolidated property operations, inclusive of corporate management, regional supervision, accounting and other costs. Management considers NOI a useful metric for investors as it is a more meaningful representation of a community’s continuing operating performance than net income as it is prior to corporate-level expense allocations, general and administrative costs, capital structure and depreciation and amortization. Although the Company considers NOI a useful measure of operating performance, NOI should not be considered an alternative to net income or net cash flow from operating activities as determined in accordance with GAAP. NOI excludes several income and expense categories as detailed in the reconciliation of NOI to Net income/(loss) attributable to UDR, Inc. below. The following table summarizes the operating performance of our total property NOI for each of the periods presented (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ December 31,  (a) ​ ​ ​ ​   ​ ​ ​ 2025   ​ ​ ​ 2024   ​ ​ ​ % Change ​ Same-Store Communities: ​ ​ ​   ​ ​ ​ ​ ​ ​ Same-Store rental income ​ $ 1,610,705   ​ $ 1,573,529 ​ 2.4 % Same-Store operating expense (b) ​ (506,528)   ​ (493,669) ​ 2.6 % Same-Store NOI ​ 1,104,177   ​ 1,079,860 ​ 2.3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-Mature Communities/Other NOI: ​ ​ ​   ​ ​ ​ ​ ​ ​ Stabilized, non-mature communities NOI (c) ​ ​ 22,578 ​ ​ 8,674 ​ NM * Acquired communities NOI ​ 1,061   ​ — ​ N/A ​ Non-residential/other NOI (d) ​ ​ 18,256 ​ ​ 21,062 ​ (13.3) % Sold and held for disposition communities NOI ​ ​ 16,096 ​ ​ 29,227 ​ (44.9) % Total Non-Mature Communities/Other NOI ​ 57,991   ​ 58,963 ​ (1.6) % Total property NOI ​ $ 1,162,168   ​ $ 1,138,823 ​ 2.0 % * Not meaningful (a) Same-Store consists of 53,468 apartment homes. (b) Excludes depreciation, amortization, and property management expenses. (c) Represents non-mature communities that have achieved 90% occupancy for three consecutive months but do not meet the criteria to be included in Same-Store Communities. (d) Primarily non-residential retail revenue and expense. ​ 51 Table of Contents The following table is our reconciliation of Net income/(loss) attributable to UDR, Inc. to total property NOI for each of the periods presented (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31,  ​ ​   ​ ​ ​ 2025   ​ ​ ​ 2024   ​ ​ ​ Net income/(loss) attributable to UDR, Inc. ​ $ 377,704 ​ $ 89,585 ​ Joint venture management and other fees ​ (11,361) ​ (8,317) ​ Property management ​ 55,281 ​ 54,065 ​ Other operating expenses ​ 30,734 ​ 30,416 ​ Real estate depreciation and amortization ​ 654,121 ​ 676,068 ​ General and administrative ​ 85,104 ​ 84,305 ​ Casualty-related charges/(recoveries), net ​ 11,682 ​ 15,179 ​ Other depreciation and amortization ​ 25,914 ​ 19,405 ​ (Gain)/loss on sale of real estate owned ​ ​ (242,913) ​ ​ (16,867) ​ (Income)/loss from unconsolidated entities ​ (28,388) ​ (20,235) ​ Interest expense ​ 196,619 ​ 195,712 ​ Interest income and other (income)/expense, net ​ (19,175) ​ 12,336 ​ Tax provision/(benefit), net ​ 835 ​ 879 ​ Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership ​ 25,965 ​ 6,246 ​ Net income/(loss) attributable to noncontrolling interests ​ 46 ​ 46 ​ Total property NOI ​ $ 1,162,168 ​ $ 1,138,823 ​ ​ Same-Store Communities Our Same-Store Community properties (those acquired, developed, and stabilized prior to January 1, 2024 and held on December 31, 2025) consisted of 53,468 apartment homes and provided 95.0% of our total NOI for the year ended December 31, 2025. NOI for our Same-Store Community properties increased 2.3%, or $24.3 million, for the year ended December 31, 2025 compared to the same period in 2024. The increase in property NOI was attributable to a 2.4%, or $37.2 million, increase in property rental income, which was partially offset by a 2.6%, or $12.9 million, increase in operating expenses. The increase in property rental income was primarily driven by a 1.0%, or $15.2 million, increase in rental rates, an 8.9%, or $16.4 million, increase in reimbursement and ancillary and fee 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 0.2% to 96.9% and total monthly income per occupied home increased 2.1% to $2,590. The increase in operating expenses was primarily driven by a 5.3%, or $3.7 million, increase in utilities, primarily due to an increase in energy costs, a 9.7%, or $3.4 million, increase in administration and marketing primarily due to the cost of 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 $3.4 million, increase in real estate taxes due to higher assessed 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. The operating margin (property net operating income divided by property rental income) was 68.6% and 68.6% for the years ended December 31, 2025 and 2024, respectively. Non-Mature Communities/Other UDR’s Non-Mature Communities/Other represent those communities that do not meet the criteria to be included in Same-Store Communities, which include communities recently developed or acquired, redevelopment properties, sold or held for disposition properties, and non-apartment components of mixed use properties. The remaining 5.0%, or $58.0 million, of our total NOI during the year ended December 31, 2025 was generated from our Non-Mature Communities/Other. NOI from Non-Mature Communities/Other decreased by 1.6%, or $1.0 million, for the year ended December 31, 2025 as compared to the same period in 2024. The decrease was primarily attributable to a $13.1 million decrease in sold and held for disposition communities NOI due to the sale of two operating communities and the partial sale of four operating communities during the year ended December 31, 2025, and a $2.8 million decrease in non-residential/other NOI primarily due to lower retail tenant rents, partially offset by a $13.9 52 Table of Contents million increase in NOI from stabilized, non-mature communities, primarily due to completed development communities and an acquired community becoming stabilized. Gain/(Loss) on Sale of Real Estate Owned 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. During the year ended December 31, 2024, the Company recognized a gain of $16.9 million from the sale of one operating community located in Arlington, Virginia. Interest income and other income/(expense) For the years ended December 31, 2025 and 2024, the Company recognized interest income and other income/(expense), net of $19.2 million and $(12.3) million, respectively. The increase of $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 $6.6 million decrease in interest income from our notes receivables primarily due to lower notes receivable balances during the year ended December 31, 2025, as compared the same period in 2024. Real estate depreciation and amortization For the years ended December 31, 2025 and 2024, the Company recognized real estate depreciation and amortization of $654.1 million and $676.1 million, respectively. The decrease of $21.9 million was primarily due to assets that became fully depreciated and assets sold in 2024 and 2025, partially offset by two acquired communities in 2025 and development communities completed in 2024. Income/(Loss) from Unconsolidated Entities 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. Noncontrolling Interest For the years ended December 31, 2025 and 2024, the Company recognized net income attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership of $26.0 million and $6.2 million, respectively. The increase in 2025 as compared to 2024 was primarily attributed to the noncontrolling interests’ share of the gain 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 during the year ended December 31, 2025, as compared to the sale of one operating community located in Arlington, Virginia in the same period of 2024. Other depreciation and amortization 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. Inflation Inflation primarily impacts our results of operations as a result of wage pressures and increases in utilities and repair and maintenance costs. In addition, inflation could also impact our general and administrative expenses, the interest on our debt if variable or refinanced in a high-inflationary environment, our cost of capital, and our cost of development, redevelopment, maintenance or other operating activities. However, the majority of our apartment leases have initial terms of 12 months or less, which in an inflationary environment, and absent other factors such as increased 53 Table of Contents supply, generally enables us to compensate for inflationary effects by increasing rents on our apartment homes. Although an extreme or sustained escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe this had a material impact on our results for the year ended December 31, 2025. Funds from Operations, Funds from Operations as Adjusted, and Adjusted Funds from Operations Funds from Operations Funds from operations (“FFO”) attributable to common stockholders and unitholders is defined as Net income/(loss) attributable to common stockholders (computed in accordance with GAAP), excluding impairment write-downs of depreciable real estate related to the main business of the Company or of investments in non-consolidated investees that are directly attributable to decreases in the fair value of depreciable real estate held by the investee, gains and losses from sales of depreciable real estate related to the main business of the Company and income taxes directly associated with those gains and losses, plus real estate depreciation and amortization, and after adjustments for noncontrolling interests, and the Company’s share of unconsolidated partnerships and joint ventures. This definition conforms with the National Association of Real Estate Investment Trust’s (“Nareit”) definition issued in April 2002 and restated in November 2018. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, Nareit created FFO as a supplemental measure of a REIT’s operating performance. In the computation of diluted FFO, if OP Units, DownREIT Units, unvested restricted stock, unvested LTIP Units, stock options, and the shares of Series E Cumulative Convertible Preferred Stock are dilutive, they are included in the diluted share count. Management considers FFO a useful metric for investors as the Company uses FFO in evaluating property acquisitions and its operating performance, and believes that FFO should be considered along with, but not as an alternative to, net income and cash flow as a measure of the Company’s activities in accordance with GAAP. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of funds available to fund our cash needs. Funds from Operations as Adjusted 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. Management believes that FFOA is useful supplemental information regarding our operating performance as it provides a consistent comparison of our operating performance across time periods and enables investors to more easily compare our operating results with other REITs. FFOA is not intended to represent cash flow or liquidity for the period, and is only intended to provide an additional measure of our operating performance. We believe that Net income/(loss) attributable to common stockholders is the most directly comparable GAAP financial measure to FFOA. However, other REITs may use different methodologies for calculating FFOA or similar FFO measures and, accordingly, our FFOA may not always be comparable to FFOA or similar FFO measures calculated by other REITs. FFOA should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity. Adjusted Funds from Operations 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. AFFO is not intended to represent cash flow or liquidity for the period, and is only intended to provide an additional measure of our operating performance. We believe that Net income/(loss) attributable to common 54 Table of Contents stockholders is the most directly comparable GAAP financial measure to AFFO. Management believes that AFFO is a widely recognized measure of the operations of REITs, and presenting AFFO enables investors to assess our performance in comparison to other REITs. However, other REITs may use different methodologies for calculating AFFO and, accordingly, our AFFO may not always be comparable to AFFO calculated by other REITs. AFFO should not be considered as an alternative to net income/(loss) (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions. The following table outlines our reconciliation of Net income/(loss) attributable to common stockholders to FFO, FFOA, and AFFO for the years ended December 31, 2025, 2024, and 2023 (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31,  ​   ​ ​ ​ 2025   ​ ​ ​ 2024   ​ ​ ​ 2023 Net income/(loss) attributable to common stockholders ​ $ 372,865 ​ $ 84,750 ​ $ 439,505 Real estate depreciation and amortization ​ 654,121 ​ 676,068 ​ 676,419 Noncontrolling interests ​ 26,011 ​ 6,292 ​ 30,135 Real estate depreciation and amortization on unconsolidated joint ventures ​ 51,829 ​ 53,727 ​ 42,622 Impairment loss from unconsolidated joint ventures ​ ​ — ​ ​ 8,083 ​ ​ — Net (gain)/loss on consolidation ​ ​ (286) ​ ​ — ​ ​ 24,257 Net gain on the sale of depreciable real estate owned, net of tax ​ (242,913) ​ (16,867) ​ (349,993) FFO attributable to common stockholders and unitholders, basic ​ $ 861,627 ​ $ 812,053 ​ $ 862,945 Distributions to preferred stockholders — Series E (Convertible) ​ 4,839 ​ 4,835 ​ 4,848 FFO attributable to common stockholders and unitholders, diluted ​ $ 866,466 ​ $ 816,888 ​ $ 867,793 Income/(loss) per weighted average common share, diluted ​ $ 1.13 ​ $ 0.26 ​ $ 1.34 FFO per weighted average common share and unit, basic ​ $ 2.44 ​ $ 2.30 ​ $ 2.46 FFO per weighted average common share and unit, diluted ​ $ 2.43 ​ $ 2.29 ​ $ 2.45 Weighted average number of common shares and OP/DownREIT Units outstanding — basic ​ 353,139 ​ 353,283 ​ 351,175 Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding — diluted ​ 356,686 ​ 356,957 ​ 354,422 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impact of adjustments to FFO: ​ ​ ​ ​ ​ ​ Variable upside participation on preferred equity investment, net ​ $ — ​ $ — ​ $ (204) Legal and other costs ​ 13,479 ​ 13,315 ​ 2,869 Realized and unrealized (gain)/loss on real estate technology investments, net of tax ​ ​ (4,040) ​ ​ (8,019) ​ ​ (3,051) Severance costs ​ 9,514 ​ 10,556 ​ 4,164 Provision for loan loss ​ ​ — ​ ​ 37,271 ​ ​ — Software transition related costs ​ ​ 9,263 ​ ​ — ​ ​ — Casualty-related charges/(recoveries) ​ 11,682 ​ 15,179 ​ 3,138 Total impact of adjustments to FFO ​ $ 39,898 ​ $ 68,302 ​ $ 6,916 FFOA attributable to common stockholders and unitholders, diluted ​ $ 906,364 ​ $ 885,190 ​ $ 874,709 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FFOA per weighted average common share and unit, diluted ​ $ 2.54 ​ $ 2.48 ​ $ 2.47 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recurring capital expenditures, inclusive of unconsolidated joint ventures ​ (113,756) ​ (105,116) ​ (90,917) AFFO attributable to common stockholders and unitholders, diluted ​ $ 792,608 ​ $ 780,074 ​ $ 783,792 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO per weighted average common share and unit, diluted ​ $ 2.22 ​ $ 2.19 ​ $ 2.21 ​ 55 Table of Contents The following table is our reconciliation of FFO share information to weighted average common shares outstanding, basic and diluted, reflected on the UDR Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 (shares in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31,  ​   ​ ​ ​ 2025   ​ ​ ​ 2024   ​ ​ ​ 2023 Weighted average number of common shares and OP/DownREIT Units outstanding — basic 353,139 353,283 351,175 Weighted average number of OP/DownREIT Units outstanding (22,817) (23,993) (22,410) Weighted average number of common shares outstanding — basic per the Consolidated Statements of Operations 330,322 329,290 328,765 ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding — diluted 356,686 356,957 354,422 Weighted average number of OP/DownREIT Units outstanding (22,817) (23,993) (22,410) Weighted average number of Series E Cumulative Convertible Preferred shares outstanding (2,816) (2,848) (2,908) Weighted average number of common shares outstanding — diluted per the Consolidated Statements of Operations 331,053 330,116 329,104 ​ ​ ​ ​ ​