STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2025

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

9. STOCKHOLDERS’ EQUITY

UDR has an effective registration statement that allows the Company to sell an undetermined number of debt and equity securities as defined in the prospectus. The Company’s authorized capital was 450.0 million shares of common stock and 50.0 million shares of preferred stock as of December 31, 2025.

The following table presents the changes in the Company’s issued and outstanding shares of common and preferred stock for the years ended December 31, 2025, 2024 and 2023:

	Common	Preferred Stock
	Stock	Series E	Series F
Balance at December 31, 2022	328,993	2,686	12,101
Issuance/(forfeiture) of common and restricted shares, net	174	—	—
Repurchase of common shares	(623)	—	—
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership	148	—	—
Adjustment for conversion of noncontrolling interest of unitholders in the DownREIT Partnership	323	—	—
Forfeiture of Series F shares	—	—	(233)
Balance at December 31, 2023	329,015	2,686	11,868
Issuance/(forfeiture) of common and restricted shares, net	48	—	—
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership	170	—	—
Adjustment for conversion of noncontrolling interest of unitholders in the DownREIT Partnership	1,533	—	—
Conversion of Series E Cumulative Convertible shares	93	(85)	—
Forfeiture of Series F shares	—	—	(1,444)
Balance at December 31, 2024	330,859	2,601	10,424
Issuance/(forfeiture) of common and restricted shares, net	291	—	—
Repurchase of common shares	(3,260)	—	—
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership	41	—	—
Adjustment for conversion of noncontrolling interest of unitholders in the DownREIT Partnership	342	—	—
Forfeiture of Series F shares	—	—	(318)
Balance at December 31, 2025	328,273	2,601	10,106

Common Stock

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. As of December 31, 2025, 14.0 million shares were available for sale under the ATM program.

During the year ended December 31, 2025, the Company entered into the following equity transactions for our common stock:

● Repurchased 3.3 million shares of common stock at a weighted average price per share of $36.12, for total consideration of approximately $117.8 million.

● Issued 0.3 million shares, net of forfeitures, of common stock through the Company’s 1999 Long-Term Incentive Plan (the “LTIP”); and

● Issued 0.4 million shares of common stock upon redemption of OP Units and DownREIT Units, resulting in the forfeiture of 0.3 million Series F Preferred shares.

Distributions are subject to the approval of the Board of Directors and are dependent upon our strategy, financial condition and operating results. UDR’s common distributions for the years ended December 31, 2025, 2024, and 2023 totaled $1.72, $1.70, and $1.68 per share, respectively.

Preferred Stock

The Series E Cumulative Convertible Preferred Stock (“Series E”) has no stated par value and a liquidation preference of $16.61 per share. Subject to certain adjustments and conditions, each share of the Series E is convertible at any time at the holder’s option into one share of our common stock prior to a “Special Dividend” declared in 2008 (1.083 shares after the Special Dividend). The holders of the Series E are entitled to vote on an as-converted basis as a single class in combination with the holders of common stock at any meeting of our stockholders for the election of directors or for any other purpose on which the holders of common stock are entitled to vote. The Series E has no stated maturity and is not subject to any sinking fund or any mandatory redemption.

Distributions declared on the Series E for the years ended December 31, 2025, 2024, and 2023 were $1.86, $1.84, and $1.82 per share, respectively. The Series E is not listed on any exchange. At December 31, 2025 and 2024, a total of 2.6 million and 2.6 million, respectively, shares of the Series E were outstanding.

UDR is authorized to issue up to 20.0 million shares of the Series F Preferred Stock (“Series F”). The Series F may be purchased by certain holders of OP Units and DownREIT Units, at a purchase price of $0.0001 per share. OP/DownREIT Unitholders are entitled to subscribe for and purchase one share of UDR’s Series F for each OP/DownREIT Unit held. During the years ended December 31, 2025 and 2024, 0.3 million and 1.4 million of the Series F shares were forfeited upon the conversion of OP Units and DownREIT Units into Company common stock, respectively.

At December 31, 2025 and 2024, a total of 10.1 million and 10.4 million shares, respectively, of the Series F were outstanding with an aggregate purchase value of $1,010 and $1,042, respectively. Holders of the Series F are entitled to one vote for each share of the Series F they hold, voting together with the holders of our common stock, on each matter submitted to a vote of security holders at a meeting of our stockholders. The Series F does not entitle its holders to dividends or any other rights, privileges or preferences.

Distribution Reinvestment and Stock Purchase Plan

UDR’s Distribution Reinvestment and Stock Purchase Plan allows common and preferred stockholders the opportunity to purchase, through the reinvestment of cash dividends and by making additional cash payments, additional shares of UDR’s common stock. During the year ended December 31, 2025, all shares issued with respect to the plan were acquired through the open market.