UDR, Inc.

About this filing

Proxy Overview

For the period ended May 21, 2026. Filed Apr 2, 2026.

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2026 · Filed Apr 2, 2026

UDR$36.58-1.2%Stored close · as of Nov 6, 2026

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Contents

Accounting/Financial Literacy

C-Level Management Experience

Capital Market Experience

Corporate Governance

PROXY OVERVIEW

This summary highlights selected information about UDR**and the items to be voted on at the annual meeting. This summary does not contain all of the information that you should consider in deciding how to vote. You should read the entire proxy statement carefully before voting.

Company Overview

About UDR, Inc.

UDR is a $20 billion enterprise value multifamily REIT as of December 31, 2025, that owns, operates, develops and redevelops a diversified portfolio of apartment homes across targeted U.S. markets. Founded in 1972, UDR is an S&P 500 company that strives to consistently generates strong total shareholder return through innovation, best-in-class operations and disciplined capital allocation across a wide range of opportunities. UDR’s strategy is founded on diversification across markets, price points, and product types which coupled with our innovative culture and best-in-class operations delivers a full-cycle investment that generates both growth and stability. As of December 31, 2025, we owned, directly or through joint ventures, 187 communities including 60,641 apartment homes (and an interest in an additional 6,766 apartment homes held by entities in our debt and preferred equity program) and had 1,426 associates who worked to generate in excess of $1.7 billion of revenue in 2025.

2026 Proxy Statement	9

UDR’s Business Strategy

Why UDR?

Strategy

Our primary goal is to consistently generate above-peer* average total shareholder return (“TSR”) while considering our stakeholders and the environments in which we operate. The following attributes aid us in executing this goal through growth in Funds from Operations as Adjusted (“FFOA”), Net Asset Value (“NAV”), and the Dividend per share combined with being a strong Corporate Citizen.

*Throughout when we refer to our apartment peers or peers, unless otherwise indicated, we are referring to AvalonBay Communities Inc. (AVB), Camden Property Trust (CPT), Equity Residential (EQR), Essex Property Trust, Inc. (ESS), Independence Realty Trust (IRT) and Mid-America Apartment Communities, Inc. (MAA).

●Maintain a safe, liquid and flexible balance sheet that can fully fund our needs throughout real estate cycles.●Sustain a diverse, efficient set of capital sources.

► Operating Excellence		► Corporate Responsibility
●Generate superior same-store growth.●Enhance controllable operating margin via innovative technological solutions.●Increase resident retention through enhanced customer experience and satisfaction.		●Promote an innovative, inclusive culture where associate engagement is high, growth and development is more than a catch phrase, and elevating the customer experience is a central focus.●Reduce our environmental footprint through accretive capital investments in energy, water, and waste initiatives.

► Portfolio Diversification		► Accretive Capital Allocation
●Reduce metropolitan statistical area concentration risk and same-store growth volatility and appeal to a wide renter/investor audience.●Implement our best-in-class operating and capital allocation platforms.		●Invest in and pivot to the best risk-adjusted return opportunities.●Apply predictive analytics that influence investments and capital deployment.

► Balance Sheet Strength

We believe these efforts will contribute to creating above-peer average TSR:

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2025 Performance Highlights

In 2025, UDR achieved a variety of successes, which include:

► Earnings and Growth Highlights

●Generated the second highest FFOA per share growth among our peer group.●Grew the Company through completing two acquisitions for $330 million with a total of 884 apartment homes.●Expanded our joint venture with LaSalle to $850 million by contributing four apartment communities with a total of 974 apartment homes.●Our dividend paid in February 2026 (for the fourth quarter of 2025) was our 213th consecutive dividend paid and our annualized dividend for 2025 increased by 1.2% over 2024.
► Operational Highlights
●Generated the second highest same-store NOI growth among our peer group.●Constrained same-store expense growth to 2.6%, below the Company’s long-term average, driven by innovation and continued operating efficiencies.●Further improved the UDR customer experience which resulted in annualized resident turnover of 38.5%, representing the lowest (best) results in our Company’s history and reflecting the most improvement amongst our apartment peer group since the beginning of 2023.
► Corporate Responsibility Highlights
●Named the 2025 Top Workplaces winner in the Real Estate industry by Energage.●In early 2025, recognized as a USA Today Top Workplace.●Reduced Scope 1 and 2 emissions intensity by 22% since 2020, which is more than halfway towards the Company’s emissions reduction target of 40% by 2035. ●Procured 29% of operationally controlled electricity through renewable energy sources in 2024 (2025 results will not be finalized until later in 2026).●Achieved 81% participation by our associates in our quarterly Associate Engagement Pulse Survey.●Conducted quarterly pulse surveys to promptly examine and consider the needs and perceptions of our associates and leveraged their feedback to make modifications to our benefits programs including by decreasing the time required to be eligible following hire.●Associate turnover of 19% in 2025 outperformed the industry average of 34%. ●Increased the number of Electric Vehicle (“EV”) charging ports in our portfolio, with more than 900 EV charging ports installed as of the end of 2025. ●Earned a maximum score in Social Responsibility and a near maximum score in Corporate Governance from GRESB.●Earned Most Honored Company among large capitalization REITs in the 2025 Extel All-American Executive survey1, including the top-rated CEO, Board, IR Team and Sustainability Program.
► Investment and Balance Sheet
●Repurchased approximately $118 million of common shares at a sizeable discount to consensus net asset value.●Maintained our investment-grade balance sheet and have the lowest cost of debt among our peer group.●Reinvested more than $200 million into our portfolio including in areas such as redevelopment, NOI enhancing projects, and sustainability related projects.

1 This content was originally published by Extel Insights LLC on November 17, 2025, and is reproduced with permission.

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Innovation Accomplishments

UDR’s history of innovation has delivered better same-store and cash flow growth versus peers supported by peer-leading resident turnover results. Every 100 basis point decrease in resident turnover equates to approximately $3.5 million of increased cash flow by keeping our residents in place longer and reducing vacant days and turnover expenses.

RESIDENT TURNOVER**

**SINCE 1Q 2023

(1)	Based on disclosures across the peer group.

Source: Company and peer documents.


Approximately 820bps improvement in resident turnover, representing peer-leading results.		Improvement in resident turnover results are double the peer average.		Improved resident turnover helped drive same-store revenue growth at or above peer average in 13 of 14 primary UDR markets in which we compete with our apartment peers.

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Human Capital Management

Our associates are critical to our success and, in recognition of that fact, below we describe some of the tools and initiatives we utilize to attract, develop, engage, motivate, and retain our associates as well as to measure the results of our efforts.

Board Oversight

In addition to selecting and monitoring the performance of the CEO, the Company’s Board of Directors (the “Board”) is also responsible for holding the CEO and other C-level executives accountable for Company performance on talent management, setting and cultivating a corporate culture that meets the Board’s expectations and aligns with the Company’s strategy, assessing quality of the executive talent pipeline, and providing oversight on talent and compensation strategies. Our Human Resources team presents to our Board several times a year, providing a thorough overview of our human capital initiatives, encompassing the evaluation process and results, workforce analysis, and strategic planning components.

Helping Our Associates Thrive

The workforce at UDR remains highly engaged, with trust in management and a positive outlook for the future. The Company continued to invest in initiatives that strengthen workforce engagement and equity, resulting in industry-leading low turnover rates, as well as placing a greater focus on preparing the workforce to support the current and future needs of the business.

Key accomplishments in 2025 included the introduction of Life@UDR, our company-wide culture platform and Employee Value Proposition (“EVP”). This work strengthened how we communicate across the organization and improved clarity and connection for both associates and candidates through consistent storytelling, refreshed communications channels (including enterprise social media and a new company-wide newsletter), and a more cohesive culture narrative.

In 2025, we strengthened our human capital foundation and advanced a multi-year Human Resources evolution roadmap designed to build a scalable, disciplined people-function capable of supporting long-term growth and transformation. HR placed an emphasis on strengthening execution, reducing risk, and improving consistency across key human capital practices. For 2026, our core objectives are as follows: (1)Advance UDR’s performance and talent practices through clear expectations, continuous feedback, and aligned goals; (2) Provide forward-thinking leadership and tailored support to strengthen manager effectiveness through greater tools, training, and analytics; (3) Continuously elevate the employee and candidate experience through meaningful, culture-aligned moments across the talent journey; (4) Streamline and modernize HR processes and systems to drive efficiency, scalability, and insights.

Associate Compensation

We believe competitive rewards are essential to attracting and retaining talent, and we are committed to maintaining fair, market-competitive compensation practices. To support informed and equitable decisions, we benchmark compensation using a combination of broad-based market data and industry- and geography-specific public compensation information, and we review and adjust our salary ranges as appropriate. These benchmarks and related compensation updates are reviewed annually with executive leadership and presented to our Board of Directors to support oversight of our compensation practices.

To strengthen governance and alignment between pay and performance, we also improved compensation oversight and structure, including centralized ownership of the annual compensation planning cycle, an Internal Compensation Committee to provide executive-level oversight, a company-wide market-pricing refresh and streamlined pay structures, and a redesigned Officer Bonus Plan to strengthen performance accountability and alignment between results and rewards.

Associate Growth & Development

We firmly believe that ongoing development is essential for associate job satisfaction, effectiveness, career progression, and retention. New associates participate in a comprehensive two-day onboarding process that covers our culture, values, mission, and administrative procedures.

In 2025, the Talent Development team advanced manager effectiveness through a unified enterprise learning strategy and targeted training aligned to key moments in the talent journey. In total, over 10,000 training courses are available to our associates, spanning topics such as leasing skills, property maintenance, customer service, project management, and leadership development. In 2025, our associates collectively invested 32,508 hours in training, averaging 23 hours per full time associate. By the end of 2025, 99% of associates had completed annual IT security training, fair housing, harassment, workplace violence, and business ethics training.

A strong talent pipeline and thoughtful succession planning support business continuity and execution. In 2025, we modernized key talent processes and expanded tools to support performance management, talent reviews, and succession planning, including the deployment of modules to support performance reviews, potential assessments, and succession planning.

We use structured talent frameworks to promote consistent performance expectations and to identify and develop high-performing and high-potential talent. We also evaluate retention risk and business impact as part of leadership-level talent discussions to inform targeted development, engagement, and succession actions.

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Associate Engagement

Our associate engagement remains well above industry average at 81%. We leverage our quarterly pulse surveys to track our associates’ needs and had an 81% participation rate in our surveys. Analysis of the surveys revealed a strong foundation of collaboration, support, and responsiveness across corporate departments. Engagement drivers remained strong, including role clarity (91%), authenticity and belonging at work (86%), excitement about the Company’s future (81%), and access to job resources (85%).

Associate Health & Well-being

We believe robust and affordable benefits programs are essential to prioritizing the well-being of our associates.

In response to associate feedback and rising healthcare costs, in 2025, we redesigned medical benefits to better align with market practices by simplifying plan options, introducing a high-deductible plan with employer-funded Health Savings Account (“HSA”) contributions, conducting active enrollment to increase education and participation, and expanding family planning benefits to include infertility coverage and support.

We continued differentiated wellbeing support through our Lifestyle Spending Account benefit, which provides associates with $1,000 annually to spend as they choose, with nearly 91% participation companywide.

Workforce Composition & Community Engagement

We prioritize respect, fairness, and the promotion of diverse perspectives, which contribute to our Company's growth and success. Our commitment extends to fostering a diverse and inclusive workplace environment that facilitates the development and advancement of all associates. We strive to create a healthy and diverse work environment and attract candidates from all backgrounds, ethnicities, and genders. These efforts have been successful. In 2025, 62% of our newly hired associates were from ethnic groups other than white, and 33% were female.

We also believe that our associates should be active in their communities, and we support their efforts. In 2025, we continued to provide associates with up to eight hours annually for volunteer activities through our volunteer policy. Through the policy, UDR provided 963 hours of paid time off to associates for volunteer work. We also organized food, clothing, and other initiatives to promote non-profit organizations and causes, fostering a culture of giving back.

Set forth below are graphs that show the average salary by gender and ethnicity versus the average salary company wide, in each case by job title:

by gender:
Salaries compared to average salary by job title · Workforce Gender · Management Gender · Management Promotions Gender (2023-2025)
99.6%	100.3%	38%	62%	55%	45%	52%	48%
Female	Male	Female	Male	Female	Male	Female	Male
by ethnicity:
SALARIES BY ETHNIC GROUP TO AVERAGE SALARY BY JOB TITLE	Workforce ethnicity	Management ethnicity	Management Promotions ethnicity (2023-2025)
Asian	101.7%	Asian	3%	Non-white	37%	Asian	4%
Black	100.9%	Black	13%	White	63%	Black	10%
White	100.4%	White	49%			White	64%
Hispanic/Latino	98.5%	Hispanic/Latino	30%			Hispanic/Latino	17%
Other	101.9%	Other	6%			Other	6%

*	Data as of or for the period ending December 31, 2025, unless otherwise noted.

**	Management is defined as Resident Services Manager and more senior job classifications.

Other includes: American Indian, Alaska Native, Native Hawaiian, Pacific Islander, Not Specified or two or more races.

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While we believe the metrics with respect to our workplace and workforce set forth above are more useful to us in managing our business, the data from our EEO-1 report for 2024, filed in May 2025 (the most recent report available), is below.

Job Categories · Hispanic or Latino · Non-Hispanic or Latino · Overall Total
Male	Female
Male · Female · White · Black or AfricanAmerican · Native Hawaiian orPacific Islander · Asian · American Indian or Alaska Native · Two or More Races · White · Black or AfricanAmerican · Native Hawaiian orPacific Islander · Asian · American Indian or Alaska Native · Two or More Races
Exec/Sr. Officials & Mgr	3	1	33	0	0	0	0	0	12	0	0	0	0	0	49
First/Mid Officials & Mgrs	47	19	91	19	0	6	0	7	115	8	2	9	0	4	327
Professionals	18	19	90	12	0	2	0	6	78	19	1	5	1	9	260
Technicians	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Sales Workers	6	3	9	3	0	0	0	1	16	3	0	0	1	1	43
Administrative Support	26	49	34	19	0	7	0	6	91	34	1	5	1	18	291
Craft Workers	176	7	86	56	1	1	2	6	1	1	0	0	0	0	337
Operatives	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Laborers & Helpers	14	0	22	5	0	0	0	1	0	0	0	0	0	0	42
Service Workers	16	7	29	10	0	1	0	1	6	1	0	1	0	3	75
Total	306	105	394	124	1	17	2	28	319	66	4	20	3	35	1,424
Previous Year Total	276	95	407	113	2	15	2	22	329	62	4	21	3	33	1384

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Sustainability

HIGHLIGHTS OF OUR SUSTAINABILITY EFFORTS OVER RECENT YEARS INCLUDE:



OVER 812,000 kWh of Renewable EnergyProduced over 812,000 kWh of renewable energy through onsite solar in 2025, reducing our reliance on the electric grid in California, Washington, D.C., and Seattle.	SCOPE 1, 2, AND 3 EMISSIONS INTENSITY REDUCTION GOALS Our emissions reduction goals align with science-based targets and include Scope 1 + 2 combined emissions intensity reduction of 40% and Scope 3 emissions intensity reduction of 30% between 2020 and 2035.	Climate TechNOLOGY FundsCommitted to invest $35M into strategic Corporate Responsibility and Climate Technology Funds.

Over 340 Sustainability ProjectsOver the last ten years, we completed over 340 sustainability projects, including 280 energy conservation projects, to promote more efficient water and energy consumption and more sustainable waste management.	United Nations Sustainable Development GoalsOur Corporate Responsibility goals align with the 10 United Nations Sustainable Development Goals that we believe are the most relevant to our industry and stakeholders.	OVER 38 MILLION kWh in RECsIn 2025 we retired Green-e certified renewable energy credits (“RECs”) representing over 38 million kWh of energy usage. Cumulatively since 2019, we have retired RECs representing over 185 million kWh.

More than 900 Electric Vehicle Charging PortsWe now have more than 900 Electric Vehicle (“EV”) charging ports across our portfolio as of the end of 2025.	PaperlessUtilizing our resident app and on-line transactions, 97% of leasing, 91% of payments, 99% of service requests, and 74% of renewals were completed online in 2025.	15,131 kWThrough demand response program participation we reduced our electricity demand during high use periods by 15,131 kW over the past eight years.

Physical Climate Change RiskAnnually, using third-party assessments, we assess all UDR assets and markets to better understand risks relating to climate change over seven risk factors that represent longer-term and event driven risk. Results are provided to the board for review.	9,708,000 Gallons ReclaimedIn 2025, we used 9,708,000 gallons of reclaimed water for irrigation purposes reducing our use of potable water.	ASSET LEVEL CLIMATE RISK AND OPPORTUNITYWe perform an annual asset ranking of climate-related risks and opportunities including physical, transition, and regulatory factors to identify the best candidates for sustainability related capital projects.

OVER 58K Metric Tons CO2e AvoidedCumulative avoided CO2e emissions have totaled over 58k metric tons since 2015.	Resident ACCESS TO RENEWABLE ENERGYWe are pursuing pilot projects to provide residents with access to both onsite and offsite renewable energy. These projects incorporate vendors and utility providers and would allow the building owner to track and report renewable energy usage aggregated across residents.


Sustainable Building CertificationAs of 12/31/25, UDR owned 39 communities that have obtained sustainable certifications, representing 21% of the portfolio.	Compensation Tied to CORPORATE RESPONSIBILITYIn 2025 our short-term incentive compensation metrics for UDR’s senior executive team (including most directors and higher job titles) continued to include sustainability and health of the workforce specific criteria to ensure accountability for these important initiatives.

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Commitment to Corporate Responsibility Reporting

In 2025, we published our seventh Corporate Responsibility Report covering calendar year 2024, which is available on the investor relations page of our website under the heading Corporate Responsibilityà 2025 Corporate Responsibility Report. Our Report aligns with SASB and TCFD standards as well as GRI Universal Standards (2021). A sample of the Company’s Corporate Responsibility achievements presented within the report include:

●	Reduced Scope 1 and 2 emissions intensity by 22% since 2020, which is more than halfway towards the Company’s emissions reduction target of 40% by 2035 and procured 29% of operationally controlled electricity through renewable energy sources in 2024.

●	Augmented senior leadership’s Short-Term Incentive Program compensation targets by simplifying the Corporate Responsibility component to better align compensation with the Company’s strategic objectives and shareholder value.

●	Recognized as a 2025 National Top Workplaces winner in the Real Estate Industry.

●	Achieved an associate turnover rate of 19% in 2025, which is fifteen percentage points lower than the industry standard of 34% (based on National Multifamily Housing Council (NMHC) data) and a two percentage point improvement versus 2023.

We will continue to evaluate our corporate responsibility and sustainability strategy through consistent reviews of our processes and initiatives to ensure that they (1) remain aligned with and enhance our strategic and sustainability goals, (2) address the evolving needs and expectations of our stakeholders, and (3) continue to provide useful and actionable data metrics. Continued improvement in our corporate responsibility initiatives is critical to our long-term success and the total shareholder return we generate over time by enhancing our culture and improving our residents’ experience.

Awards and Leadership

UDR’s ongoing commitment to enhancing its comprehensive corporate responsibility program resulted in the Company earning a variety of honors from widely recognized institutions as a leader in corporate responsibility in 2025.


		2025 National Top WorkplacesAchieved Top Workplace for Real Estate in 2025 for the second consecutive year.GRESB Real Estate SurveyTop half of Global, Listed, Residential.2024 LEED Homes AwardsNamed Outstanding Developer/Builder of the Year.Green BondsTwo Green Bond issuances totaling $650 million of proceeds since 2019.		SDG AlignmentAligned with 10 United Nations Sustainable Development Goals.2025 Top WorkplaceNamed a 2025 USA Today Top Workplace.2025 Extel Most Honored Company1 CEO, Board, IR Team and Sustainability Program were also all rated #1 among large capitalization REITs in the 2025 Extel All-American Executive survey.		Sustainable Building Certifications UDR owns 39 communities that have obtained sustainability certification, representing 21% of the portfolio as of 12/31/25.Climate Tech FundsCommitted to invest $35M into strategic Climate Technology Funds.

1 This content was originally published by Extel Insights LLC on November 17, 2025, and is reproduced with permission.

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Protecting the Environment and Our Stakeholders

We understand the impact our business can have on the environment and our stakeholders. When appropriate, we undertake initiatives designed to improve our operational quality, improve quality of life for and retention of our associates and residents, and reduce our environmental footprint. Examples of efforts completed over the past couple of years include having third parties assess climate-change risks for each of our assets (the results of which are reported to the board and are used to inform future decision making), conducting environmental assessments of each UDR asset that we acquire, investing in opportunities and businesses that are on the cutting edge of sustainability technology, including pursuing pilot projects to provide residents with access to both onsite and offsite renewable energy (incorporating vendors and utility providers that allow the building owner to track and report renewable energy usage aggregated across residents), improving our employee benefits packages based on extensive internal feedback, and enhancing our resident experience through self-service and leading technologies. Over the past ten years we have completed 280 energy conservation projects which have resulted in estimated avoided emissions of over 58k metric tons of carbon dioxide equivalent (CO2e) and have also provided a strong financial return. In 2023, we updated our Sustainability Strategy to (1) reinforce our long-standing commitment to being a sustainability leader in the REIT space, and (2) better address the evolution that the sustainability space has undergone over the past 5+ years by layering on more programmatic sustainability actions and capital investment to our already best-in-class compliance and reporting framework. This updated strategy is governed by our Environmental Policy, which states that UDR is committed to incorporating efforts towards the protection of the environment within the Company’s environmental governance, risk management, and business strategy in order to operate more sustainably and create long-term value for our stakeholders.

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proposal 1 highlights

Election of 8 Directors

The Board recommends a vote “FOR” each director nominee

●Diverse slate of directors (38% of our directors to be voted on are diverse) with broad leadership experience.●All candidates are highly successful executives with relevant skills and expertise.●Average director tenure of 11.6 years with 7 of 8 directors to be voted upon independent of management.●Board ranked number 1 in the 2025 Extel All-America Executive Team Rankings among large capitalization (market capitalization of $10 billion to $50 billion) REIT companies and number 3 across REIT companies and sizes.●Ms. Cattanach and Ms. Morefield will not stand for re-election at the annual meeting.

Our Existing Board


Katherine A. CattanachFormer General Partner of INVESCO Private Capital, Inc.	RICHARD B. CLARKFounder and Managing Partner, Burnside Investments, LLC; Co-Founder and Managing Partner of WatermanCLARK; Former Chairman and Chief Executive Officer of Brookfield Property Group, Brookfield Property Partners and Brookfield Office Properties	ELLEN M. GOITIARetired Partner-in-Charge of KPMG LLP’s Chesapeake Business Unit
IndependentTenure: 20 yearsOther Current Public Company Boards: 0Committee(s): AC, NGC (Chair)		IndependentTenure: Appointed October 3, 2025Other Current Public Company Boards: 2Committee(s): AC, NGC	IndependentTenure: Appointed January 1, 2026Other Current Public Company Boards: 0Committee(s): AC, NGC


Jon A. GroveFormer Chairman, President and Chief Executive Officer of ASR Investments Corporation	Mary Ann KingCo-Head of Berkadia Institutional Solutions	Robert A. McNamaraFormer Group Chief Risk Officer of Lend Lease Corporation
IndependentTenure: 28 yearsOther Current Public Company Boards: 0Committee(s): CC, EC (Chair)		IndependentTenure: 11 yearsOther Current Public Company Boards: 0Committee(s): CC, NGC	IndependentTenure: 12 yearsOther Current Public Company Boards: 1Committee(s): CC (Chair), NGC


Diane M. MorefieldFormer Executive Vice President, Chief Financial Officer of CyrusOne	Kevin C. NickelberryManaging Director and Co-Head of the Elevate Strategy at GCM Grosvenor	Mark R. PattersonPresident of MRP Holdings LLC; Former Chairman and CEO of Boomerang Systems, Inc.; Former Managing Director and Head of Real Estate Global Principal Investments at Merrill Lynch
IndependentTenure: 6 yearsOther Current Public Company Boards: 1Committee(s): AC (Chair), NGC		IndependentTenure: 5 yearsOther Current Public Company Boards: 0Committee(s): AC, NGC	IndependentTenure: 12 yearsOther Current Public Company Boards: 2Committee(s): CC

AC = Audit and Risk Management CommitteeCC = Compensation and Management Development CommitteeNGC = Nominating and Governance CommitteeEC = Executive Committee
Thomas W. ToomeyChairman, President and CEO of UDR, Inc.
	Tenure: 25 yearsOther Current Public Company Boards: 0Committee(s): EC

2026 Proxy Statement	19

Board Snapshot – 2026 NOMINEES

Skills and Attributes – 2026 NOMINEES



Real Estate Industry Experience	Sales and Marketing Experience	Stakeholder Advocacy	Strategic Oversight	Technology, Cybersecurity, and Innovation
7/8	5/8	8/8	8/8	7/8

2026 Proxy Statement	20

Shareholder Engagement


82%	In 2025 and early 2026, we had 667 interactions with our investors through meetings and property tours, representing ownership of approximately 82% of our outstanding common stock.	28%	In addition, we proactively contacted the governance or stewardship departments of more than 120 of our investors and received responses from and had engagement meetings with representatives of 8 of such departments, representing ownership of approximately 28% of our outstanding common stock.

Governance Highlights

UDR has a history of strong corporate governance guided by three primary principles – dialogue, transparency and responsiveness. The board has adjusted our governance approach over time to align with evolving best practices, drive sustained shareholder value, and serve the interests of shareholders.

► Good Governance

●Extensive board and committee dialogue with formal processes for shareholder engagement ●Annual board and committee self-evaluations●Annual individual director evaluation process●Periodic continuing education for directors●All directors attended at least 75% of meetings held●Policies, incorporated in our Statement on Corporate Governance and Nominating and Governance Committee Charter, requiring the initial pools of candidates for the board and external searches for a Chief Executive Officer to include diverse candidates. This concept has been expanded to cover associates at all levels●Annual advisory approval of named executive officer compensation●Robust Code of Business Conduct and Ethics, and Code of Ethics for Senior Financial Officers●Stock ownership guidelines for executive officers and directors●Board Overboarding Policy	●Prohibition on hedging transactions●Pledging transactions prohibited without prior approval●Recoupment Policy ●Charitable Donations and Political Contributions Policy ●Annual corporate responsibility reporting●Double-trigger acceleration of vesting in the event of a change in control●Twelve-month minimum vesting on equity awards generally●Board and committee oversight of material short-term and long-term risks (including climate change and cybersecurity risk), sustainability and human capital management

► Shareholder Rights
●Annual election of all directors●Majority voting in uncontested director elections●Proxy access for eligible director candidates nominated by eligible shareholders●No shareholder rights plan (poison pill)●Confidential voting	●No material restrictions on shareholders’ right to call a special meeting ●Active shareholder engagement●Ability for shareholders to propose binding bylaw amendments●No issued and outstanding shares of capital stock that have no voting rights and no treasury stock

► Independent Oversight
●Strong Lead Independent Director role with clearly articulated responsibilities●Audit, Compensation, and Nominating and Governance Committees consist entirely of Independent Directors	●All directors are independent, except the Chairman, President and Chief Executive Officer●Independent directors and committees meet regularly in executive session

2026 Proxy Statement	21

Proposal 2 highlights

Say-on-Pay: Advisory Vote on the Compensation of the Named Executive Officers

The board recommends a vote “FOR” this proposal

●Independent oversight by our Compensation and Management Development Committee, with the assistance of an independent compensation consultant.●Executive compensation that is competitive with our peers and that is structured to be aligned with our strategy and is measured against both absolute and relative to our peers total return to shareholders and FFOA per share growth.●Executive compensation comprised of a mix of base salary, short-term incentive compensation and long-term incentive compensation, and is determined based on the consideration of a number of factors described in more detail in “Executive Compensation — Compensation Discussion and Analysis.”●Our FFOA per share growth over time compares favorably to the peer group.●Neither our long-term nor short-term incentive compensation programs include time based awards.

Components of 2025 Compensation


component	Fixed/Variable	objective	performance metrics
Base Salary	Fixed	Designed to reward individual effort associated with job-related duties and to attract and retain talented executive officers for our Company.
Short-Term Incentive Compensation (STI)	Variable	Designed to encourage outstanding individual and Company performance by motivating the named executive officers to achieve short-term Company and individual goals by rewarding performance measured against key annual strategic objectives and, for the CEO, using the independent directors’ evaluation of the CEO’s performance towards achieving short-term goals.	●FFO as Adjusted per share●Transactions Index●Operations Index●GRESB Percentile ●Associate Engagement & Inclusiveness●Individual and Department Goals
Long-Term Incentive Compensation (LTI)	Variable	Our LTI compensation is designed to closely align the interests of our management with the creation of shareholder value, to motivate our management to achieve long-term growth and success of our Company and to foster significant ownership of our common stock by our management.LTI compensation is the most significant component of the named executive officers’ compensation.	●3-Year Relative TSR vs. Apartment Peers●3-Year Relative TSR vs. NAREIT Equity REITs Total Return Index●3-Year Relative FFO as Adjusted Growth Rate vs. Apartment Peers●1-Year FFO as Adjusted per share (vests over two years)

Say-on-Pay/Shareholder Engagement

While we have consistently had strong shareholder support for our executive compensation program, we continue to engage in dialogue with shareholders on executive compensation issues. We will consider the outcome of future advisory votes and the input we receive from shareholder engagement when establishing the Company’s compensation programs and policies and making compensation decisions regarding our named executive officers.

Our shareholders have consistently supported our executive compensation program and over the last five years, shareholder support for our advisory vote on executive compensation has averaged 85.7%.

2026 Proxy Statement	22

Compensation Earned

Total compensation, as reported in the Summary Compensation Table and calculated as required by applicable rules and regulations, includes items driven by accounting rules and assumptions with respect to incentive compensation that has not yet been earned and may in the future not be earned. Therefore, it is not reflective of the compensation our named executive officers actually earned in a given year. Accordingly, to supplement the disclosure contained in the Summary Compensation Table and the narrative disclosure accompanying the table starting on page 96, we are providing the table below to compare the compensation earned by our named executive officers in 2025, 2024, and 2023 to the total compensation shown by the Summary Compensation Table.

The amounts set forth below for “Earned Compensation” differ from the amounts reported as total compensation in the Summary Compensation Table and are not a substitute for those amounts.




		Total	Earned
		(from Summary	Compensation
Name and		Compensation Table)	Total
Principal Position	Year	($)	($)
Thomas W. Toomey	2025	9,933,438	9,386,318
Chairman, President and Chief Executive Officer	2024	10,178,473	10,371,190
	2023	11,755,015	6,727,096
David D. Bragg	2025	4,115,051	1,924,799
Senior Vice President - Chief Financial Officer
Michael D. Lacy	2025	2,909,813	3,351,123
Senior Vice President - Chief Operating Officer	2024	2,812,525	3,081,200
	2023	2,765,854	2,478,862
Keith Benson	2025	1,880,508	1,693,927
Senior Vice President - Chief Legal Officer

Mr. Bragg joined the Company in July 2025. Mr. Benson joined the Company in April 2025.

Earned Compensation for 2025 includes 2025 salary, any bonus earned in 2025, short-term incentive compensation earned for 2025, the portion of the long-term incentive programs with respect to which the performance period ended on December 31, 2025, and the “All Other Compensation” from the Summary Compensation Table for 2025.

Earned Compensation for 2024 includes 2024 salary, any bonus earned in 2024, short-term incentive compensation earned for 2024, the portion of the long-term incentive programs with respect to which the performance period ended on December 31, 2024 and the “All Other Compensation” from the Summary Compensation Table for 2024.

Earned Compensation for 2023 includes 2023 salary, any bonus earned in 2023, short-term incentive compensation earned for 2023, the portion of the long-term incentive programs with respect to which the performance period ended on December 31, 2023 and the “All Other Compensation” from the Summary Compensation Table for 2023.

2026 Proxy Statement	23

Our Compensation Best Practices

Our compensation policies and programs are built upon a strong foundation of corporate governance and compensation best practices, including:


	WHAT WE DO		WHAT WE DON’T DO
●Provide a significant portion of our named executive officers’ total compensation in the form of awards tied to executing our long-term strategy, performance relative to key business and individual objectives, and performance versus our peers as measured by a diverse set of metrics.●Require compliance with our Executive Stock Ownership Guidelines, which require that our executive officers own a specified number of shares of the Company’s common stock or equivalent (110,000 shares for the Chairman and Chief Executive Officer and President, 50,000 shares for any Executive Vice President, and 20,000 for any Senior Vice President) and for the Compensation Committee to impose measures to achieve the purposes of the guidelines.●Have a Recoupment Policy that applies to certain of our executive officers, including all our named executive officers, and their performance-based incentive compensation. This policy was updated in 2023 to satisfy rules adopted by the SEC and the NYSE in 2023.●Have a Compensation Committee comprised entirely of independent directors. The Compensation Committee has retained its own independent compensation advisor.●Have a Compensation Committee that reviews external market considerations, internal considerations, and the long-term interests of our shareholders, when making compensation decisions.●Have the ongoing consideration and oversight by the Compensation Committee with respect to any potential risks associated with our incentive compensation programs.●Have a “double trigger” change of control provision and no awards outstanding that are subject to the legacy “single trigger” provision.		●Permit any Company personnel, which includes directors, officers and all other employees of the Company, to engage in any short-term, speculative securities transactions, engage in short sales, buying or selling put or call options, trading in options (other than those granted by the Company) or engaging in hedging transactions, in each case with respect to our securities.●Permit purchasing securities on margin or pledging our securities as collateral without prior approval.●Provide tax gross-ups for our named executive officers annual or incentive compensation.●Grant time-vested only restricted stock units, LTIP Units (including Performance LTIP Units), options, or other equity awards to our named executive officers as part of our incentive compensation programs other than in limited circumstances such as the appointment of a new executive officer or other special circumstance.●Time the grants of restricted stock, restricted stock units, LTIP Units, Performance LTIP Units, options or other equity awards to coordinate with the release of material non-public information, or time the release of material non-public information for the purpose of affecting the value of any named executive officer compensation.●Make one-time or special awards to our named executive officers other than in connection with the appointment of a new named executive officer or other special circumstance.

Compensation Changes Made in Response to Stakeholder Feedback

2026 Proxy Statement	24

Proposal 3 highlights

●Independent firm with few ancillary services and reasonable fees.●Significant industry and financial reporting expertise.
03	Independent Registered Public Accounting Firm
	The board recommends a vote “FOR” ratification of Ernst & Young LLP for 2026.

Ernst & Young LLP, an independent registered public accounting firm, served as our auditors for fiscal 2025. Our Audit Committee again selected Ernst & Young LLP to audit our financial statements for fiscal 2026. Although it is not required to do so, the board is submitting the Audit Committee’s selection of our independent registered public accounting firm for ratification by the shareholders at the annual meeting in order to ascertain the view of our shareholders regarding such selection. Below is summary information about Ernst & Young’s fees for services during fiscal years 2025 and 2024:

· · · · · ·
· · · · · ·
Description of Services	2025	2024
Audit Fees	$1,421,200	$1,476,220
Audit-Related Fees	—	—
Tax Fees	$18,000	$30,000
All Other Fees	—	—
TOTAL	$1,439,200	$1,506,220

2026 Proxy Statement	25

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.