INCOME/(LOSS) PER SHARE

12 Months Ended

Dec. 31, 2025

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):

	Year Ended December 31,
	2025		2024		2023
Numerator for income/(loss) per share:
Net income/(loss)	$	403,715	$	95,877	$	474,488
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership		(25,965)		(6,246)		(30,104)
Net (income)/loss attributable to noncontrolling interests		(46)		(46)		(31)
Net income/(loss) attributable to UDR, Inc.		377,704		89,585		444,353
Distributions to preferred stockholders — Series E (Convertible)		(4,839)		(4,835)		(4,848)
Income/(loss) attributable to common stockholders - basic and diluted	$	372,865	$	84,750	$	439,505
Denominator for income/(loss) per share:
Weighted average common shares outstanding		330,833		329,670		329,136
Unvested restricted stock awards		(511)		(380)		(371)
Denominator for basic income/(loss) per share		330,322		329,290		328,765
Incremental shares issuable from assumed conversion of unvested LTIP Units, performance units, stock options and unvested restricted stock		731		826		339
Denominator for diluted income/(loss) per share		331,053		330,116		329,104
Income/(loss) per weighted average common share:
Basic	$	1.13	$	0.26	$	1.34
Diluted	$	1.13	$	0.26	$	1.34

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 following items if dilutive in the current period: 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 years ended December 31, 2025, 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 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.

The Company generally has the ability to determine the dates and method of settlement (i.e., gross physical settlement, net share settlement or cash settlement), subject to certain conditions and the right of the counterparty to accelerate settlement under certain circumstances. The Company currently expects to fully physically settle each forward sales agreement with the relevant forward purchaser on one or more dates specified by the Company on or prior to the maturity date of that particular forward sales agreement, in which case the Company expects to receive aggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward sales agreement multiplied

by the relevant forward sale price. However, subject to certain exceptions, the Company may also elect, in its discretion, to cash settle or net share settle a particular forward sales agreement, in which case the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or shares of UDR common stock (in the case of net share settlement) to the relevant forward purchaser.

During the years ended December 31, 2025 and 2024, the Company did not enter into any forward purchase agreements under its continuous equity program.

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. During the year ended December 31, 2024, the Company did not repurchase any shares of its common stock.

The following table sets forth the additional shares of common stock outstanding by equity instrument if converted to common stock for each of the years ended December 31, 2025, 2024, and 2023 (in thousands):

	Year Ended December 31,
	2025	2024	2023
OP/DownREIT Units	22,817	23,993	22,410
Convertible preferred stock	2,816	2,848	2,908
Unvested LTIP Units, performance units, stock options, and unvested restricted stock	731	826	339