Michael D. Lacy - 13 Feb 2025 Form 4 Insider Report for UDR, Inc. (UDR)

Footnote F1

Represents shares of restricted stock withheld to satisfy the reporting person's tax withholding obligation upon vesting of restricted stock. The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e).

Footnote F10

The vesting of these Class 2 LTIP Units occurs on the Determination Date for the applicable performance period ending on December 31, 2024 based the achievement of a pre-determined FFO as Adjusted goal over a one-year period. The LTIP Units vest 50 percent on the Determination Date, and 50 percent on the one-year anniversary thereof.

Footnote F11

The vesting of these Class 2 LTIP Units is determined as follows: 30 percent shall be based upon the Committee's subjective determination, in its sole discretion, of the executive officer's performance with respect to individual performance objectives; and 70 percent shall be based on pre-determined financial metrics. These LTIP Units vest upon a determination by the Committee after the completion of the applicable performance period.

Footnote F12

The portion of these Class 2 LTIP Units that vests based upon the achievement of pre-determined financial metrics is determined as follows: 40 percent based on an operations index goal; 30 percent based on an FFO as Adjusted per share goal; 10 percent based on a transactions index goal; 10 percent based on a GRESB percentile goal; and 10 percent based on an associate engagement & DEI goal, each over a one-year period.

Footnote F2

Represents Class 2 LTIP Units (the "Class 2 LTIP Units") in United Dominion Realty, L.P., a Delaware limited partnership (the "UDR Partnership"). UDR, Inc. (the "Company") is the parent company and sole general partner of the UDR Partnership.

Footnote F3

Subject to the conditions set forth in the Eleventh Amendment to Amended and Restated Partnership Agreement of the UDR Partnership (the "Partnership Agreement") and subject to any vesting conditions specified with respect to each Class 2 LTIP Unit, each Class 2 LTIP Unit may be converted, at the election of the holder, into a unit of limited partnership of the UDR Partnership (a "Partnership Common Unit"), provided that such Class 2 LTIP Unit has been outstanding for at least two years from the date of grant.

Footnote F4

A holder of Partnership Common Units has the right to require the UDR Partnership to redeem all or a portion of the Partnership Common Units held by the holder in exchange for a cash payment based on the market value of the Company's Common Stock at the time of redemption, as defined in the Partnership Agreement (the "Cash Amount"). However, the UDR Partnership's obligation to pay the Cash Amount is subject the prior right of the Company to acquire such Partnership Common Units in exchange for either the Cash Amount or shares of the Company's Common Stock.

Footnote F5

The Company, as the general partner of the UDR Partnership, may, in its sole discretion, purchase the Partnership Common Units by paying the limited partner either the Cash Amount or the REIT Share Amount (generally one share of the Company's Common Stock for each Partnership Common Unit), as such terms are defined in the Partnership Agreement. The right to convert the Class 2 LTIP Units into Partnership Common Units and the right to receive the Cash Amount or the REIT Share Amount (in the Company's sole discretion) in exchange for Partnership Common Units do not have expiration dates.

Footnote F6

The Class 2 LTIP Units vest only to the extent that pre-established performance metrics are met for the applicable performance period, subject to continuing employment. Except as otherwise set forth in the UDR, Inc. 1999 Long-Term Incentive Plan, as amended from time to time, except Section 14.9 thereof, the Partnership Agreement, or as determined by the Compensation Committee of the Company's Board of Directors (the "Committee"), in its sole discretion, vesting of the Class 2 LTIP Units shall cease upon the date of termination for any reason other than in the event of a change of control of the Company, and no unvested Class 2 LTIP Units shall thereafter become vested.

Footnote F7

In the event of a change of control of the Company, the Class 2LTIP Units will vest only if the holder's employment or other service relationship with the Company is terminated by the Company without cause, or by the holder for good reason, in each case on or within 12 months following the date of a change of control. Further, all restrictions on outstanding awards that have been earned shall lapse upon the Company's termination of the holder's employment without cause or the holder's termination of employment for good reason.

Footnote F8

The vesting of these Class 2 LTIP Units occurs on the date the Committee determines performance (the "Determination Date") for the applicable performance period based on: a goal measured by the Company's relative total shareholder return ("TSR") as compared to an apartment peer group over a three-year cumulative performance period; a goal measured by the Company's relative TSR as compared to a REIT peer group over a three-year cumulative performance period; and a goal measured by the Company's relative FFO as Adjusted growth rate as compared to an apartment peer group over a three-year cumulative performance period.

Footnote F9

Amount represents the portion of the award (including dividends) forfeited when performance results were determined by the Committee for the applicable portion of the award on the Determination Date, February 13, 2025.