INCOME/(LOSS) PER SHARE

3 Months Ended

Mar. 31, 2024

INCOME/(LOSS) PER SHARE

INCOME/(LOSS) PER SHARE

8. INCOME/(LOSS) PER SHARE

The following table sets forth the computation of basic and diluted income/(loss) per share for the periods presented (dollars and shares in thousands, except per share data):

	Three Months Ended
	March 31,
	2024		2023
Numerator for income/(loss) per share:
Net income/(loss)	$	46,310	$	32,925
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership		(3,149)		(1,953)
Net (income)/loss attributable to noncontrolling interests		(12)		(8)
Net income/(loss) attributable to UDR, Inc.		43,149		30,964
Distributions to preferred stockholders — Series E (Convertible)		(1,231)		(1,183)
Income/(loss) attributable to common stockholders - basic and diluted		41,918		29,781
Denominator for income/(loss) per share:
Weighted average common shares outstanding		329,244		329,165
Unvested restricted stock awards		(421)		(376)
Denominator for basic income/(loss) per share		328,823		328,789
Incremental shares issuable from assumed conversion of unvested LTIP Units, performance units, unvested restricted stock and shares issuable upon settlement of forward sales agreements		131		632
Denominator for diluted income/(loss) per share		328,954		329,421
Income/(loss) per weighted average common share:
Basic	$	0.13	$	0.09
Diluted	$	0.13	$	0.09

Basic income/(loss) per common share is computed based upon the weighted average number of common shares outstanding. Diluted income/(loss) per common share is computed based upon the weighted average number of common shares outstanding plus the common shares issuable from the assumed conversion of the OP Units and DownREIT Units, convertible preferred stock, stock options, unvested long-term incentive plan units (“LTIP Units”), performance units, unvested restricted stock and continuous equity program forward sales agreements. Only those instruments having a dilutive impact on our basic income/(loss) per share are included in diluted income/(loss) per share during the periods. For the three months ended March 31, 2024 and 2023, the effect of the conversion of the OP Units, DownREIT Units and the Company’s Series E preferred stock was not dilutive and therefore not included in the above calculation.

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 three months ended March 31, 2024, the Company did not sell any shares of common stock through its ATM program. As of March 31, 2024, 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.

For the three months ended March 31, 2024, the Company did not enter into any forward purchase agreements under its continuous equity program.

The following table sets forth the additional shares of common stock outstanding, by equity instrument, if converted to common stock for each of the three months ended March 31, 2024 and 2023 (in thousands):

	Three Months Ended
	March 31,
	2024	2023
OP/DownREIT Units	24,418	21,323
Convertible preferred stock	2,908	2,909
Unvested LTIP Units and unvested restricted stock	131	632