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What changed in UDR, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of UDR, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+260 added−262 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-18)

Top changes in UDR, Inc.'s 2025 10-K

260 paragraphs added · 262 removed · 212 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

46 edited+21 added−27 removed35 unchanged
Biggest changeThe following table summarizes our apartment community acquisitions and dispositions and our consolidated year-end ownership position for the past five years ( dollars in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 2021 2020 Homes acquired ​ 173 (a) ​ 1,889 ​ ​ 433 ​ 5,426 ​ 1,642 Homes disposed ​ 214 ​ ​ 1,604 (b) ​ 90 ​ 651 ​ 599 Homes owned at December 31, ​ 55,696 ​ 55,550 ​ 54,999 ​ 53,229 ​ 48,283 Total real estate owned, at cost ​ $ 16,213,363 ​ $ 16,023,859 ​ $ 15,570,072 ​ $ 14,740,803 ​ $ 13,071,472 (a) In January 2024, the Company acquired its joint venture partner’s common equity interest in a 173 apartment home operating community.
Biggest changeFactors we consider in deciding whether to dispose of a property include, but not limited to: ● current market price for an asset compared to projected economics for that asset; ● whether it is in a market targeted for divestment or a reduction in investment; ● potential increases in new construction in the market area; ● areas with low long-term job growth prospects; ● near- and long-term capital expenditure needs for the asset; and ● operating efficiencies. 9 Table of Contents The following table summarizes our apartment community acquisitions and dispositions and our consolidated year-end ownership position for the past five years ( dollars in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 Homes acquired ​ 884 ​ ​ 173 (b) ​ 1,889 ​ 433 ​ 5,426 Homes disposed ​ 1,347 (a) ​ 214 ​ ​ 1,604 (c) ​ 90 ​ 651 Homes owned at December 31, ​ 55,240 ​ 55,696 ​ 55,550 ​ 54,999 ​ 53,229 Total real estate owned, at cost ​ $ 16,487,885 ​ $ 16,213,363 ​ $ 16,023,859 ​ $ 15,570,072 ​ $ 14,740,803 (a) Includes 974 apartment homes from the partial sale of four operating communities to an existing joint venture.
Although an extreme or sustained escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe this had a material impact on our results for the year ended December 31, 2024 . Environmental Matters Various environmental laws govern certain aspects of the ongoing operation of our communities.
Although an extreme or sustained escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe this had a material impact on our results for the year ended December 31, 2025 . Environmental Matters Various environmental laws govern certain aspects of the ongoing operation of our communities.
You may obtain a free copy of our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports on the day of filing with the SEC on our website at www.udr.com , or by sending an e-mail message to ir@udr.com. ​ 14 Table of Contents
You may obtain a free copy of our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports on the day of filing with the SEC on our website at www.udr.com , or by sending an e-mail message to ir@udr.com. ​ 13 Table of Contents
Acquisitions and Dispositions When evaluating potential acquisitions, we consider a wide variety of factors, including: ● high working age population growth, relatively robust rental versus single-family home affordability, measured long-term new supply growth, overall potential for strong total income growth; ● the tax and regulatory environment of the market in which the property is located; 8 Table of Contents ● geographic location, including proximity to jobs, entertainment, transportation, and our existing communities which can deliver significant economies of scale; ● our climate assessments for the market and sub-market in which the property is located; ● construction quality, condition, design and sustainability features of, or the potential to implement sustainability initiatives at, the property; ● current and projected cash flow of the property and the ability to increase cash flow; ● ability of the property’s projected returns to exceed our cost of capital; ● potential for capital appreciation of the property; ● ability to increase the value and profitability of the property through operations and redevelopment; ● terms of resident leases, including the potential for rent increases; ● occupancy and demand by residents for properties of a similar type in the vicinity; ● prospects for liquidity through sale, financing or refinancing of the property; and ● competition from existing multifamily communities and the potential for the construction of new multifamily properties in the area.
Acquisitions and Dispositions When evaluating potential acquisitions, we consider a wide variety of factors, including, but not limited to: ● high long-term working age population growth, relatively robust rental versus single-family home affordability, measured long-term new supply growth, overall potential for strong total income growth; ● the tax and regulatory environment of the market in which the property is located; ● geographic location, including proximity to jobs, entertainment, transportation, and our existing communities which can deliver significant economies of scale; ● our climate assessments for the market and sub-market in which the property is located; ● construction quality, condition, design and sustainability features of, or the potential to implement sustainability initiatives at, the property; ● current and projected cash flow of the property and the ability to increase cash flow; ● ability of the property’s projected returns to exceed our cost of capital; ● potential for capital appreciation of the property; ● ability to increase the value and profitability of the property through operations and redevelopment; ● terms of resident leases, including the potential for rent increases; ● occupancy and demand by residents for properties of a similar type in the vicinity; ● prospects for liquidity through sale, financing or refinancing of the property; and ● competition from existing multifamily communities and the potential for the construction of new multifamily properties in the area.
Competing communities can use rental concessions or lower rents to obtain temporary competitive advantages. Also, some competing communities are larger or newer than our communities. The competitive position of each community is different depending upon many factors, including sub-market supply and 10 Table of Contents demand.
Competing communities can use rental concessions or lower rents to obtain temporary competitive advantages. Also, some competing communities are larger or newer than our communities. The competitive position of each community is different depending upon many factors, including sub-market supply and demand.
To achieve this objective, we intend to continue to pursue the following goals and strategies: ● own and operate a diversified portfolio of apartments in targeted markets in the United States, which are characterized by strong total income growth, high working age population growth, relatively robust rental versus single-family home affordability and favorable demand/supply ratio for multifamily housing, thus enhancing stability and predictability of returns to our stockholders; ● manage real estate cycles by taking an opportunistic approach to buying, selling, renovating, redeveloping, and developing apartment communities; ● empower our associates to manage our communities efficiently and effectively to improve resident satisfaction; ● measure and reward associates based on specific performance targets; and ● manage our capital structure with the intent of lowering our relative cost of capital to enhance profitability and predictability of liquidity, earnings and dividends. 2024 Highlights Commitment to Shareholders ● In July 2024, the Company marked its 52 nd year as a REIT and, in October 2024, paid its 208 th consecutive quarterly dividend.
To achieve this objective, we intend to continue to pursue the following goals and strategies: ● own and operate a diversified portfolio of apartments in targeted markets in the United States, which are characterized by strong total income growth, high long-term working age population growth, relatively robust rental versus single-family home affordability and favorable demand/supply ratio for multifamily housing, thus enhancing stability and predictability of returns to our stockholders; ● manage real estate cycles by taking an opportunistic approach to buying, selling, renovating, redeveloping, and developing apartment communities; ● empower our associates to manage our communities efficiently and effectively to improve resident satisfaction; ● measure and reward associates based on specific performance targets; and ● manage our capital structure with the intent of lowering our relative cost of capital to enhance profitability and predictability of liquidity, earnings and dividends. 2025 Highlights Commitment to Shareholders ● In July 2025, the Company marked its 53 rd year as a REIT and, in October 2025, paid its 212 th consecutive quarterly dividend.
The report’s ESG disclosures were, to the extent applicable, prepared in accordance with the Global Reporting Initiative (GRI) Standards (core), the Sustainability Accounting Standards Board (SASB) standards, and the Task Force for Climate-related Financial Disclosure (TCFD) framework. ​ Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for further information on the Company’s activities in 2024. ​ Our Strategic Vision Our strategic vision is to be the multifamily public REIT of choice for investors.
The report’s Corporate Responsibility disclosures were, to the extent applicable, prepared in accordance with the Global Reporting Initiative (GRI) Standards (core), the Sustainability Accounting Standards Board (SASB) standards, and the Task Force for Climate-related Financial Disclosure (TCFD) framework. ​ Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for further information on the Company’s activities in 2025. ​ Our Strategic Vision Our strategic vision is to be the multifamily public REIT of choice for investors.
Our S ame-Store Communities segment represents those communities acquired, developed, and stabilized prior to January 1, 2023, and held as of December 31, 2024.
Our S ame-Store Communities segment represents those communities acquired, developed, and stabilized prior to January 1, 2024, and held as of December 31, 2025.
Our Same-Store Community population is comprised of operating communities which we own and have stabilized occupancy, revenues and expenses as of the beginning of the prior year. Net income attributable to common stockholders was $84.8 million as compared to $439.5 million in the prior year.
Our Same-Store Community population is comprised of operating communities which we own and have stabilized occupancy, revenues and expenses as of the beginning of the prior year. Net income attributable to common stockholders was $372.9 million as compared to $84.8 million in the prior year.
As of December 31, 2024, the Company had no communities at which it was conducting substantial redevelopment activities .
As of December 31, 2025, the Company had no communities at which it was conducting substantial redevelopment activities .
Redevelopment Activities Our objective in redeveloping a community is twofold: we aim to grow rental rates while also producing a higher yielding and more valuable asset through asset quality improvement. During the year ended December 31, 2024, we incurred $51.4 million in major renovations, which included major structural changes and/or architectural revisions to existing buildings.
Redevelopment Activities Our objective in redeveloping a community is twofold: we aim to grow rental rates while also producing a higher yielding and more valuable asset through asset quality improvement. During the year ended December 31, 2025, we incurred $56.1 million in major renovations, which included major structural changes and/or architectural revisions to existing buildings.
Communities At December 31, 2024, our consolidated real estate portfolio included 169 communities with a total of 55,696 completed apartment homes. The overall quality of our portfolio relative to other properties generally enables us to charge higher rents and to attract residents with higher levels of disposable income who are more likely to absorb such rents.
Communities At December 31, 2025, our consolidated real estate portfolio included 165 communities with a total of 55,240 completed apartment homes. The overall quality of our portfolio relative to other properties generally enables us to charge higher rents and to attract residents with higher levels of disposable income who are more likely to absorb such rents.
At December 31, 2024, our consolidated real estate portfolio consisted of 169 communities located in 21 markets, consisting of 55,696 completed apartment homes, which are held directly or through our subsidiaries, including the Operating Partnership and the DownREIT Partnership, and consolidated joint ventures.
At December 31, 2025, our consolidated real estate portfolio consisted of 165 communities located in 21 markets, consisting of 55,240 completed apartment homes, which are held directly or through our subsidiaries, including the Operating Partnership and the DownREIT Partnership, and consolidated joint ventures.
As of December 31, 2024, there were 32.4 million units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which 23.0 million, or 71.0%, were owned by UDR and its subsidiaries and 9.4 million, or 29.0%, were owned by outside limited partners.
As of December 31, 2025, there were 32.4 million units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which 23.3 million, or 71.9%, were owned by UDR and its subsidiaries and 9.1 million, or 28.1%, were owned by outside limited partners.
The Company’s annualized declared 2024 dividend of $1.70 represented a 1.2% increase over the previous year. Earnings Results · Net income attributable to common stockholders was $84.8 million as compared to $439.5 million in the prior year.
The Company’s annualized declared 2025 dividend of $1.72 represented a 1.2% increase over the previous year. Earnings Results · Net income attributable to common stockholders was $372.9 million as compared to $84.8 million in the prior year.
As of December 31, 2024, there were 189.8 million units in the Operating Partnership (“OP Units”) outstanding, of which 176.6 million OP Units (including 0.1 million of general partnership units), or 93.0%, were owned by UDR and 13.2 million OP Units, or 7.0%, were owned by outside limited partners.
As of December 31, 2025, there were 190.1 million units in the Operating Partnership (“OP Units”) outstanding, of which 176.6 million OP Units (including 0.1 million of general partnership units), or 92.9%, were owned by UDR and 13.5 million OP Units, or 7.1%, were owned by outside limited partners.
Our management team (including resident services managers and more senior job classifications) reflects a gender balance of 59% male and 41% female, with an ethnic breakdown of 60% White and 40% non-White.
Our management team (including resident services managers and more senior job classifications) reflects a gender balance of 45% male and 55% female, with an ethnic breakdown of 63% White and 37% non-White.
ESG Report We published our 2024 ESG Report on our website, which discloses our environmental and social initiatives, programs, and performance.
Corporate Responsibility Report We published our 2025 Corporate Responsibility Report on our website, which discloses our environmental and social initiatives, programs, and performance.
We believe that through professional environmental inspections and testing for asbestos, lead paint and other hazardous materials, coupled with a relatively conservative posture toward accepting known environmental risk, we can minimize our exposure to potential liability associated with environmental hazards.
We do not believe we will be required to engage in any large-scale abatement at any of our properties. We believe that through professional environmental inspections and testing for asbestos, lead paint and other hazardous materials, coupled with a relatively conservative posture toward accepting known environmental risk, we can minimize our exposure to potential liability associated with environmental hazards.
We are also insured, with limits of liability we believe to be customary within the multi-family apartment industry, against the risk of direct physical damage on a replacement cost basis, including loss of rental income during the reconstruction period. Supplemental U.S. Federal Income Tax Considerations ​ The following discussion supplements and updates the disclosures under “Material U.S.
We are also insured, with limits of liability we believe to be customary within the multi-family apartment industry, against the risk of direct physical damage on a replacement cost basis, including loss of rental income during the reconstruction period.
At December 31, 2024, the Company had no communities at which it was conducting substantial redevelopment activities . Same-Store Community Comparison We believe that one pertinent quantitative measurement of the performance of our portfolio is tracking the results of our Same-Store Communities’ NOI, which is total rental revenue, less rental and other operating expenses excluding property management.
Same-Store Community Comparison We believe that one pertinent quantitative measurement of the performance of our portfolio is tracking the results of our Same-Store Communities’ NOI, which is total rental revenue, less rental and other operating expenses excluding property management.
In 2024, we declared total distributions of $1.70 per common share and paid dividends of $1.695 per common share. ​ ​ ​ ​ ​ ​ ​ ​ Dividends Dividends ​ ​ Declared in ​ Paid in ​ ​ 2024 ​ 2024 First Quarter ​ $ 0.4250 ​ $ 0.4200 Second Quarter ​ 0.4250 ​ 0.4250 Third Quarter ​ 0.4250 ​ 0.4250 Fourth Quarter ​ 0.4250 ​ 0.4250 Total ​ $ 1.7000 ​ $ 1.6950 ​ UDR was formed in 1972 as a Virginia corporation.
In 2025, we declared total distributions of $1.72 per common share and paid dividends of $1.715 per common share. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends ​ ​ ​ Dividends ​ ​ Declared in ​ Paid in ​ ​ 2025 ​ 2025 First Quarter ​ $ 0.4300 ​ $ 0.4250 Second Quarter ​ 0.4300 ​ 0.4300 Third Quarter ​ 0.4300 ​ 0.4300 Fourth Quarter ​ 0.4300 ​ 0.4300 Total ​ $ 1.7200 ​ $ 1.7150 ​ UDR was formed in 1972 as a Virginia corporation.
The primary drivers for the decrease were lower gains from dispositions of real estate as we sold fewer assets in 2024 when compared to the same period in 2023, and lower interest income and other income/(expense) primarily driven by a $37.3 million non-cash loan reserve partially offset by higher notes receivable balances.
The primary drivers for the increase were higher gains from dispositions of real estate as we sold more assets in 2025 when compared to the same period in 2024, higher interest income and other income/(expense) primarily driven by no non-cash loan reserve in 2025 as compared to a $37.3 million non-cash loan reserve in 2024, higher total NOI, and lower depreciation expense primarily due to fully depreciated assets and real estate assets sold in 2025 and 2024.
How demographic trends, economic drivers, and multifamily fundamentals and valuations have trended over the long-term 9 Table of Contents and our portfolio strategy generally govern our review process on where and when to allocate development capital.
Development Activities Our objective in developing a community is to create value while improving the quality of our portfolio. How demographic trends, economic drivers, and multifamily fundamentals and valuations have trended over the long-term and our portfolio strategy generally govern our review process on where and when to allocate development capital.
In addition, lead based paint in any of the communities may result in lead poisoning in children residing in that community if chips or particles of such lead based paint are ingested, and we may be held liable under state laws for any such injuries caused by ingestion of lead based paint by children living at the communities. 12 Table of Contents We are unaware of any environmental hazards at any of our properties that individually or in the aggregate may have a material adverse impact on our operations or financial position.
In addition, lead based paint in any of the communities may result in lead poisoning in children residing in that community if chips or particles of such lead based paint are ingested, and we may be held liable under state laws for any such injuries caused by ingestion of lead based paint by children living at the communities.
Such environmental laws include those regulating the existence of asbestos-containing materials in buildings, management of surfaces with lead-based paint (and notices to residents about the lead-based paint), use of active underground petroleum storage tanks, and waste-management activities. The failure to comply with such requirements could subject us to a government enforcement action and/or claims for damages by a private party.
Such environmental laws include those regulating the existence of asbestos-containing materials in buildings, management of surfaces with lead-based paint (and notices to residents about the lead-based paint), use of active underground petroleum 12 Table of Contents storage tanks, and waste-management activities.
Diversified characteristics of our portfolio include: ● our consolidated apartment portfolio includes 169 communities located in 21 markets throughout the U.S., including both coastal and sunbelt locations; ● our communities that are located proximate to each other within a market provide enhanced economics; and ● our mix of urban/suburban communities is approximately 30%/70% and our mix of A/B quality properties is approximately 44%/56%.
Diversified characteristics of our portfolio include: ● our consolidated apartment portfolio includes 165 communities located in 21 markets throughout the U.S., including both coastal and sunbelt locations; ● our communities that are located proximate to each other within a market provide enhanced economics; and ● our mix of urban/suburban communities is approximately 32%/68% and our mix of A/B quality properties is approximately 44%/56%. 8 Table of Contents We are focused on increasing our presence in markets with favorable job formation and income growth, high propensity to rent, strong relative affordability for rental versus homeownership, and a favorable demand/supply ratio for multifamily housing.
These were partially offset by higher total net operating income (“NOI”). For the year ended December 31, 2024, our Same-Store NOI increased by $15.3 million compared to the prior year. Our Same-Store Community properties provided 92.4% of our total NOI for the year ended December 31, 2024.
For the year ended December 31, 2025, our Same-Store NOI increased by $24.3 million compared to the prior year. Our Same-Store Community properties provided 95.0% of our total NOI for the year ended December 31, 2025.
In addition, we have an ownership interest in 10,860 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 6,436 apartment homes owned by entities in which we hold preferred equity investments.
In addition, we have an ownership interest in 12,167 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 6,766 apartment homes owned by entities in which we hold preferred equity investments. At December 31, 2025, the Company was developing one wholly-owned community totaling 300 apartment homes, none of which have been completed .
These were partially offset by higher total net operating income (“NOI”). ● Total revenues increased 2.7% over the prior year primarily due to overall market rent growth and communities acquired and completion of developments during 2024 and 2023, partially offset by dispositions of real estate in 2024 and 2023. · We achieved Same-Store revenue growth of 2.3% and Same-Store NOI growth of 1.5%.
The primary drivers for the increase were higher gains from dispositions of real estate as we sold more assets in 2025 when compared to the same period in 2024, higher total net operating income (“NOI”), higher interest income and other income/(expense) primarily driven by a non-cash loan reserve recorded in 2024, and lower depreciation expense primarily due to fully depreciated assets and real estate assets sold in 2025 and 2024. ● Total revenues increased 2.4% over the prior year primarily due to overall market rent growth and communities acquired and completion of developments during 2024, partially offset by dispositions of real estate in 2025 and 2024. · We achieved Same-Store revenue growth of 2.4% and Same-Store NOI growth of 2.3%.
To date, compliance with federal, state and local environmental protection regulations has not had a material effect on our capital expenditures, earnings or competitive position. We have a property management plan for hazardous materials. As part of the plan, Phase I environmental site investigations and reports have been completed for each property we acquire.
The failure to comply with such requirements could subject us to a government enforcement action and/or claims for damages by a private party. To date, compliance with federal, state and local environmental protection regulations has not had a material effect on our capital expenditures, earnings or competitive position. We have a property management plan for hazardous materials.
The community was previously owned by a consolidated joint venture of the Company. (b) Includes 1,328 apartment homes from the partial sale of four operating communities to a newly formed joint venture. Development Activities Our objective in developing a community is to create value while improving the quality of our portfolio.
(b) In January 2024, the Company acquired its joint venture partner’s common equity interest in a 173 apartment home operating community. The community was previously owned by a consolidated joint venture of the Company. (c) Includes 1,328 apartment homes from the partial sale of four operating communities to a newly formed joint venture.
In 2024, our associates collectively invested 38,225 hours in training, averaging 27 hours per full time associate. By the end of 2024, 90% of associates had completed annual IT security training, fair housing, harassment, workplace violence, diversity and inclusion, and business ethics training. ​ Certifications play a crucial role in career progression in the apartment industry.
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, diversity and inclusion, and business ethics training. A strong talent pipeline and thoughtful succession planning support business continuity and execution.
In some cases, we have abandoned otherwise economically attractive acquisitions because the costs of removal or control of hazardous materials have been prohibitive or we have been unwilling to accept the potential risks involved. We do not believe we will be required to engage in any large-scale abatement at any of our properties.
Nevertheless, it is possible that the environmental assessments will not reveal all environmental liabilities, or that some material environmental liabilities exist of which we are unaware. In some cases, we have abandoned otherwise economically attractive acquisitions because the costs of removal or control of hazardous materials have been prohibitive or we have been unwilling to accept the potential risks involved.
The increase in NOI for the 51,428 Same-Store apartment homes, or 92.3% of our portfolio, was primarily driven by an increase in market rental rates and an increase in reimbursement, ancillary and fee income, partially offset by higher personnel costs, higher repair and maintenance expense, higher utilities expense, higher administration and marketing costs, and higher real estate tax expense. 11 Table of Contents Revenue growth in 2025 may be impacted by adverse developments affecting the general economy, inclusive of economic conditions as a result of a recession, reduced occupancy rates, increased rental concessions, new supply, increased bad debt and other factors which may adversely impact our ability to increase rents.
Revenue growth in 2026 may be impacted by adverse developments affecting the general economy, inclusive of but not limited to economic conditions as a result of a recession or economic uncertainty, reduced occupancy rates, increased rental concessions, new supply, increased bad debt and other factors which may adversely impact our ability to increase rents.
In addition, all proposed acquisitions are inspected prior to acquisition. The inspections are conducted by qualified environmental consultants, and we review the issued report prior to the purchase or development of any property. Nevertheless, it is possible that the environmental assessments will not reveal all environmental liabilities, or that some material environmental liabilities exist of which we are unaware.
As part of the plan, Phase I environmental site investigations and reports have been completed for each property we acquire. In addition, all proposed acquisitions are inspected prior to acquisition. The inspections are conducted by qualified environmental consultants, and we review the issued report prior to the purchase or development of any property.
Consistently Driving Operational Excellence Investment in new technologies continues to drive operating efficiencies in our business and helps us to better meet the changing needs of our business and our residents.
As part of our plan to finance our activities, we utilize proceeds from debt and equity offerings and refinancings to extend maturities, pay down existing debt, fund development and redevelopment activities, and acquire apartment communities. 10 Table of Contents Consistently Driving Operational Excellence Investment in new technologies continues to drive operating efficiencies in our business and helps us to better meet the changing needs of our business and our residents.
Our commitment extends to fostering a diverse and inclusive workplace environment that facilitates the development and advancement of all associates. ​ 5 Table of Contents As of December 31, 2024, our workforce is comprised of 61% male and 39% female associates, with an ethnic composition of 51% White, 27% Hispanic/Latino, 13% Black, 3% Asian, and 6% Other.
As of December 31, 2025, our workforce is comprised of 62% male and 38% female associates, with an ethnic composition of 49% White, 30% Hispanic/Latino, 13% Black, 3% Asian, and 6% Other.
We have structured our debt maturity schedule to be able to opportunistically access both secured and unsecured debt markets when appropriate. As part of our plan to finance our activities, we utilize proceeds from debt and equity offerings and refinancings to extend maturities, pay down existing debt, fund development and redevelopment activities, and acquire apartment communities.
We have structured our debt maturity schedule to be able to opportunistically access both secured and unsecured debt markets when appropriate.
At December 31, 2024, the Company was not developing any communities, although the Company was incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements. During the year ended December 31, 2024, the Company completed the development of two communities located in Tampa, Florida and Addison, Texas, with a total of 415 apartment homes.
At December 31, 2025, the Company was developing one wholly-owned community totaling 300 apartment homes, none of which have been completed . In addition, the Company is incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements.
Finally, in 2024 more than 400 leaders across the Company participated in in-person experiential training, leveraging hands-on learning activities to improve team effectiveness, trust, communication, and collaboration. ​ In total, over 6,000 training courses are available to our associates, spanning topics such as leasing skills, property maintenance, customer service, project management, and leadership development.
In 2025, we 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.
We report to our Board of Directors at least annually with respect to our human capital initiatives, including evaluations and analyses. ​ Associate Compensation ​ Attracting, nurturing, and retaining top-tier, diverse talent across our organization is essential to our long-term success. An integral part of this process is our commitment to fair and attractive compensation practices.
We report to our Board of Directors at least annually with respect to our human capital initiatives, including evaluations and analyses. Associate Engagement and Culture Workforce health is a competitive advantage for us.
At December 31, 2024, the Company was not developing any communities, although the Company was incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements. During the year ended December 31, 2024, the Company completed the development of two communities located in Tampa, Florida and Addison, Texas, with a total of 415 apartment homes.
In addition, the Company is incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements. 11 Table of Contents At December 31, 2025, the Company had no communities at which it was conducting substantial redevelopment activities .
At December 31, 2024, the Company was not developing any communities, although the Company was incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements. During the year ended December 31, 2024, the Company completed the development of two communities located in Tampa, Florida and Addison, Texas, with a total of 415 apartment homes.
In addition, the Company is incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements.
The consolidated financial statements of UDR include the noncontrolling interests of the unitholders in the Operating Partnership and DownREIT Partnership. Human Capital Management ​ We strive to attract and retain high-performing talent. As of December 31, 2024, our Company had 1,419 full-time associates and 13 part-time associates, all of whom are dedicated to the success of our organization.
The consolidated financial statements of UDR include the noncontrolling interests of the unitholders in the Operating Partnership and DownREIT Partnership. Human Capital Management ​ Our people are fundamental to executing our strategy, serving our residents and customers, and delivering long-term value for our company and shareholders.
The net proceeds were used to pay down outstanding indebtedness under our commercial paper program. · We amended our Revolving Credit Facility to extend the maturity date to August 31, 2028, with two six-month extension options and amended our Term Loan to include a twelve-month extension option. · We amended our Working Capital Credit Facility to extend the maturity date from January 12, 2025, to January 12, 2026.
Balance Sheet · We repurchased 3.3 million shares of common stock for approximately $117.8 million. · We amended our Term Loan to extend the maturity date to January 31, 2029, with two one-year extension options. · We amended our Working Capital Credit Facility to extend the maturity date from January 12, 2026, to January 12, 2027, with two one-year extension options.
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Within this workforce, 1,007 associates are focused on roles directly associated with our communities, while the remaining associates contribute to various corporate functions. Our commitment extends to the entire employee lifecycle, encompassing recruitment, onboarding, development, engagement, and retention.
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We focus on building a workforce and culture that supports operational excellence, strong leadership, and an associate experience that attracts, develops, motivates, and retains talent in a competitive labor environment. ​ As of December 31, 2025, our Company had approximately 1,420 full-time associates and 6 part-time associates, all of whom are dedicated to the success of our organization.
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Our overarching objective is to enhance the associate experience, foster diversity, and maintain a motivated and committed workforce that fuels our growth and talent retention.
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Within this workforce, 1,034 associates are focused on roles directly associated with our communities, while the remaining associates contribute to various corporate functions. 4 Table of Contents Strategy and Governance In 2025, we strengthened our human capital foundation and advanced a multi-year Human Resources (“HR”) evolution roadmap designed to build a scalable, disciplined people-function capable of supporting long-term growth and transformation.
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This dedication to our UDR culture, values, and behaviors directly influences improved engagement, productivity, and the overall success of our organization. ​ 4 Table of Contents We strive to create a culture focused on a philosophy of collaboration, trust, and innovation where every individual feels welcomed, valued, proud, and empowered to do their best work.
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HR placed an emphasis on strengthening execution, reducing risk, and improving consistency across key human capital practices. Across the organization, leadership and HR partner to build a culture aligned to strategy and ensure human capital risks and opportunities are identified and addressed through policy, process, and governance enhancements.
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By prioritizing and enhancing the associate experience, we aim to enhance engagement levels, leading to increased customer satisfaction, higher employee retention, and superior results.
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In 2025, we maintained strong engagement results that were consistently above industry benchmarks and experienced turnover that remained well below industry averages, reflecting trust in leadership, alignment to strategy, and a positive outlook for the future. Turnover continued to trend downward, reaching 19.4%, which outperformed the industry benchmark of 34% and improved compared to prior periods.
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We continue to utilize general market, as well as industry and geographically specific public compensation data to make informed decisions and adjust our salary ranges accordingly, so we can remain competitive and attract and retain top talent.
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These results reinforce our view that continued investment in the associate experience supports performance, retention, and organizational resilience. In 2025, we activated our culture and people philosophy through the launch of Life@UDR, our company-wide culture platform and employee value proposition.
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We seek to stay up to date with the latest trends in the job market in order to provide fair and competitive compensation packages for our associates. Our compensation programs are designed to include performance-driven bonuses.
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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, and a more cohesive cultural narrative. Associate Compensation We believe competitive rewards are essential to attracting and retaining talent, and we are committed to maintaining fair, market-competitive compensation practices.
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These metrics are presented annually to our executive leadership and our Board of Directors for oversight purposes. ​ Associate Growth and 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.
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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.
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In 2024, we piloted a new onboarding roadmap to support onboarding new operations associates and decrease time to productivity. In addition, we offer a wide range of training opportunities tailored to individual needs. ​ Throughout 2024, the talent development team assessed the current training curriculum, audited the quality of existing content, and began documenting opportunities for improvement.
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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.
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As we look to the future, our long-term strategy will focus on UDR-developed content that supports the enhancement of skills and competencies at all levels and emphasizes personalized learning paths, ongoing development opportunities, and career progression. ​ During 2024, we introduced two digital customer experience service training courses and subsequent leader guides to approximately 1,200 associates to improve overall customer service skills and increase resident satisfaction and loyalty.
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Associate Health and Wellness We believe robust and affordable benefits programs are essential to prioritizing the well-being of our associates.
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In addition, more than 450 UDR associates completed a DiSC assessment, which is a personality tool that measures preferences and tendencies, not skill or ability.
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In response to associate feedback and rising healthcare costs, 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.
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We actively encourage our associates to pursue professional certifications that align with their interests and benefit the Company. These certifications range from master's degree programs to certified property manager programs or technical licenses.
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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. 5 Table of Contents Associate Growth and Development We invest in learning and development to improve leadership capability, support internal mobility, and strengthen performance outcomes.
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We offer partial tuition reimbursement to support associates in attaining these certifications. ​ Additionally, in 2024, the Company put greater focus on organizational development and succession planning to help ensure UDR has the right talent in the right positions to drive success and growth, as well as business continuity during leadership transitions. ​ Diversity and Inclusion ​ We prioritize respect, fairness, and the promotion of diverse perspectives, which contribute to our Company's growth and success.
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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.
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Over the three-year period ending December 31, 2024, 533 promotions occurred, with 45% of those promoted to resident services manager, director, or more senior job classifications being female and 42% non-White. ​ Our commitment to promoting diversity and inclusion remains as we strive to create a healthy and diverse work environment and attract candidates from all backgrounds, ethnicities, and genders. ​ Associate Engagement and Outreach ​ Throughout 2024, we listened to our associates through quarterly pulse surveys, and leveraging associate feedback implemented several measures aimed at improving communication, making data-driven decisions, and promoting collaboration between our operations and corporate teams.
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We also evaluate retention risk and business impact as part of leadership-level talent discussions to inform targeted development, engagement, and succession actions. Compliance and Risk Mitigation We partner closely with legal and operational leaders to manage employment-related risk, maintain compliance, and drive consistent workplace practices.
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We will continue to enhance our active listening strategy to drive continuous improvement across our business. ​ We believe that our associates should be active in their communities, and we support their efforts. In 2024, we introduced an enhanced volunteer policy that continues to provide associates with up to eight paid hours annually for volunteer activities.
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In 2025, key enhancements included strengthening employment law and employee relations support, improving compensation governance, and implementing new and updated policies and controls to mitigate risk and strengthen compliance. Diversity and Inclusion We seek to attract qualified talent while maintaining fair and consistent hiring processes and prioritize respect, fairness, and the promotion of diverse perspectives.
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Previously, volunteer opportunities were limited to one or two company-sponsored events per year with designated organizations. The updated policy now allows associates the flexibility to volunteer at any time throughout the year with a charitable organization of their choice. Through the policy, UDR provided 1,050 hours of paid time off to associates for volunteer work with over 30 local organizations.
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Over the three-year period ending December 31, 2025, 438 promotions occurred, with 52% of those promoted to resident services manager, director, or more senior job classifications being female and 44% non-White. ​ Reporting Segments We report in two segments: Same-Store Communities and Non-Mature Communities/Other .
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We also organized food, clothing, and blood drives, as well as initiatives to promote non-profit organizations and causes, fostering a culture of giving back. ​ Employee Health, Wellness and Benefits ​ The health, wellness, and safety of our associates are paramount to UDR.
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Investing and Developments · We acquired two operating communities located in Philadelphia, PA and Woodbridge, VA increasing total assets by approximately $330.2 million. ● We commenced the development of one community located in Riverside, California, with a total of 300 apartment homes. · We received gross proceeds of $211.5 million and recognized gains of $47.9 million from the sale of two operating communities located in Brooklyn, New York and Englewood, New Jersey. ● We contributed four wholly-owned operating communities to our existing joint venture with LaSalle, while maintaining our 51.0% ownership interest in the venture.
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We maintain an inclusive culture by prioritizing the well-being of our associates. ​ In 2024, we upgraded our Employee Assistance Program (EAP) and increased enrollment by 10%. Our EAP includes counseling services, educational resources, and tools, including workshops and seminars on stress management, nutrition, and well-being for associates, partners, and teen-aged dependents.
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In connection with the contribution, our joint venture partner contributed cash and new debt was placed on the newly contributed operating communities and certain existing operating communities, resulting in the Company receiving approximately $202.8 7 Table of Contents million of cash proceeds and recognizing a gain of $195.0 million from the partial sale of the operating communities. · We received distributions totaling $204.2 million from the Company’s unconsolidated joint ventures and partnerships, which includes $97.3 million from the full repayment of two preferred equity investments and the partial repayment of one preferred equity investment. ● We fully funded three preferred equity investments totaling $72.6 million that own three operating communities with a total of 1,006 apartment homes.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe are also subject to the following risks in connection with sales of our apartment communities, among others: ● a significant portion of the proceeds from some property sales may be held by intermediaries in order for such sales to qualify as like-kind exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended, or the “Code,” so that any related capital gain can be deferred for federal income tax purposes.
Biggest changeWe are also subject to the following risks in connection with sales of our apartment communities, among others: ● a significant portion of the proceeds from some property sales may be held by intermediaries in order for such sales to qualify as like-kind exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended, or the “Code,” so that any related capital gain can be deferred for federal income tax purposes. 15 Table of Contents As a result, we may not have immediate access to all of the cash proceeds generated from our property sales; and ● federal tax laws limit our ability to profit on the sale of communities or interests in communities that we have owned for less than two years, and this limitation may prevent us from selling communities when market conditions are favorable or when we may otherwise desire to sell.
We have relationships with and we execute transactions with or receive services from many counterparties, such as general contractors engaged in connection with our development activities, borrowers, or joint venture partners, among others.
We have relationships with and we execute transactions with or receive services from many counterparties, such as general contractors engaged in connection with our development activities, borrowers, and joint venture partners, among others.
In the event that such an entity fails to meet expectations, defaults on its debt, or becomes insolvent or the investment or the underlying property otherwise does not perform as expected, we may lose all or part of our investment in the entity, be delayed in recovering our investment or the expected returns or directly or indirectly take over the property or the management thereof at a time at which we would not done so absent the failure to meet expectations or the default.
In the event that such an entity fails to meet expectations, defaults on its debt, or becomes insolvent or the investment or the underlying property otherwise does not perform as expected, we may lose all or part of our investment in the entity, be delayed in recovering our investment or the expected returns or directly or indirectly take over the property or the management thereof at a time at which we would not have done so absent the failure to meet expectations or the default.
In the past, other real estate investors, including insurance companies, pension and investment funds, developer partnerships, investment companies and other public and private apartment REITs, have competed with us to acquire existing properties and to develop new properties, and such competition in the future may limit attractive investment opportunities, which could adversely affect our ability to grow or acquire properties profitably or with attractive returns.
In the past, other real estate investors, including insurance companies, pension and investment funds, developer partnerships, investment companies and other public and private REITs, have competed with us to acquire existing properties and to develop new properties, and such competition in the future may limit attractive investment opportunities, which could adversely affect our ability to grow or acquire properties profitably or with attractive returns.
In addition, if one or more of these markets is adversely affected by changes in regional or local regulations, including those related to rent control or stabilization, such regulations may have a greater adverse impact on our results of operations than if our portfolio was more geographically diverse. 15 Table of Contents We May Be Unable to Renew Leases or Relet Apartment Units as Leases Expire, or the Terms of Renewals or New Leases May Be Less Favorable Than Current Leases.
In addition, if one or more of these markets is adversely affected by changes in regional or local regulations, including those related to rent control or stabilization, such regulations may have a greater adverse impact on our results of operations than if our portfolio was more geographically diverse. 14 Table of Contents We May Be Unable to Renew Leases or Relet Apartment Units as Leases Expire, or the Terms of Renewals or New Leases May Be Less Favorable Than Current Leases.
The following factors, among others, may affect the income generated by our apartment communities: ● the national and local economies; ● local real estate market conditions, such as an oversupply or increasing supply of apartment homes; ● tenants’ or prospective tenants’ perceptions of the safety, convenience, and attractiveness of our communities and the neighborhoods where they are located; ● our ability to provide adequate management, maintenance and insurance; ● rental expenses, including real estate taxes and utilities; ● competition from other apartment communities or alternative housing options; ● changes in interest rates and the availability of financing; ● changes in governmental regulations and the related costs of compliance; and ● changes in tax and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing.
The following factors, among others, may affect the income generated by our apartment communities: ● the national and local economies; ● local real estate market conditions, such as an oversupply or increasing supply of apartment homes; ● tenants’ or prospective tenants’ perceptions of the safety, convenience, and attractiveness of our communities and the neighborhoods where they are located; ● our ability to provide adequate management, maintenance and insurance; ● rental expenses, including real estate taxes and utilities; ● competition from other apartment communities or alternative housing options; 25 Table of Contents ● changes in interest rates and the availability of financing; ● changes in governmental regulations and the related costs of compliance; and ● changes in tax and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing.
In addition to the risks listed in this “Risk Factors” section, a number of factors could negatively affect the price per share of our common stock, including: ● general market and economic conditions; ● actual or anticipated variations in our quarterly operating results or dividends or our payment of dividends in shares of our stock; ● changes in our funds from operations or earnings estimates; ● difficulties or inability to access capital or extend or refinance existing debt; ● decreasing (or uncertainty in) real estate valuations; ● changes in market valuations of similar companies; 30 Table of Contents ● publication of research reports about us or the real estate industry; ● the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other real estate companies); ● general stock and bond market conditions, including changes in interest rates on fixed income securities, that may lead prospective purchasers of our common stock to demand a higher annual yield from future dividends; ● a change in analyst ratings; ● additions or departures of key management personnel; ● adverse market reaction to any additional debt we incur in the future; ● speculation in the press or investment community; ● terrorist activity, geopolitical events or armed conflicts (including the ongoing war between Russia and Ukraine and the military conflict in Israel and Gaza), which may adversely affect the markets in which our securities trade, possibly increasing market volatility and causing the further erosion of business and consumer confidence and spending; ● failure to qualify as a REIT; ● strategic decisions by us or by our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy; ● failure to satisfy listing requirements of the NYSE; ● governmental regulatory action and changes in tax laws; and ● the issuance of additional shares of our common stock, or the perception that such sales might occur, including under our at-the-market equity distribution program.
In addition to the risks 29 Table of Contents listed in this “Risk Factors” section, a number of factors could negatively affect the price per share of our common stock, including: ● general market and economic conditions; ● actual or anticipated variations in our quarterly operating results or dividends or our payment of dividends in shares of our stock; ● changes in our funds from operations or earnings estimates; ● difficulties or inability to access capital or extend or refinance existing debt; ● decreasing (or uncertainty in) real estate valuations; ● changes in market valuations of similar companies; ● publication of research reports about us or the real estate industry; ● the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other real estate companies); ● general stock and bond market conditions, including changes in interest rates on fixed income securities, that may lead prospective purchasers of our common stock to demand a higher annual yield from future dividends; ● a change in analyst ratings; ● additions or departures of key management personnel; ● adverse market reaction to any additional debt we incur in the future; ● speculation in the press or investment community; ● terrorist activity, geopolitical events or armed conflicts (including the ongoing war between Russia and Ukraine), which may adversely affect the markets in which our securities trade, possibly increasing market volatility and causing the further erosion of business and consumer confidence and spending; ● failure to qualify as a REIT; ● strategic decisions by us or by our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy; ● failure to satisfy listing requirements of the NYSE; ● governmental regulatory action and changes in tax laws; and ● the issuance of additional shares of our common stock, or the perception that such sales might occur, including under an at-the-market equity distribution program.
The following is a description of important factors that may cause the Company’s actual results in future periods to differ materially from those currently expected or discussed in forward-looking statements set forth in this Report relating to our financial results, operations and business prospects.
The following is a description of material factors that may cause the Company’s actual results in future periods to differ materially from those currently expected or discussed in forward-looking statements set forth in this Report relating to our financial results, operations and business prospects.
To the extent the entity defaults on third-party debt or is unable to refinance such debt or a portion thereof, we may acquire such debt or otherwise take action, including contributing additional capital, to protect our position that we would not take absent the default or inability to refinance.
To the extent the entity defaults on third-party debt or is unable to refinance such debt or any portion thereof, we may acquire such debt or otherwise take action, including contributing additional capital, to protect our position that we would not take absent the default or inability to refinance.
In addition, the failure, or exit or partial exit from an insurance market, of one or more insurance companies or other changes in insurance markets in general may affect our ability to obtain insurance coverage in the amounts that we seek, or at all, increase the costs to renew or replace our insurance policies, cause us to self-insure a larger portion of the risk, or increase the cost of insuring properties.
In addition, the failure, or exit or partial exit from an insurance market, of one 18 Table of Contents or more insurance companies or other changes in insurance markets in general may affect our ability to obtain insurance coverage in the amounts that we seek, or at all, increase the costs to renew or replace our insurance policies, cause us to self-insure a larger portion of the risk, or increase the cost of insuring properties.
We are subject to federal, state and local laws, regulations, rules and ordinances at locations where we operate regarding a wide variety of matters that could affect, directly or indirectly, our operations. Generally, we do not directly pass through costs resulting from compliance with or changes in real estate tax laws to residential property tenants.
We are subject to federal, state and local laws, regulations, rules and ordinances at locations where we operate regarding a wide variety of matters that could affect, directly or indirectly, our operations. Generally, we do not directly pass through costs resulting from compliance 20 Table of Contents with or changes in real estate tax laws to residential property tenants.
One of the requirements for maintenance of our qualification as a REIT for U.S. federal income tax purposes is that no more than 50% in value of our outstanding capital stock may be owned by five or fewer individuals, 31 Table of Contents including entities specified in the Code, during the last half of any taxable year.
One of the requirements for maintenance of our qualification as a REIT for U.S. federal income tax purposes is that no more than 50% in value of our outstanding capital stock may be owned by five or fewer individuals, including entities specified in the Code, during the last half of any taxable year.
Factors that have in the past and may in the future affect our occupancy levels, our rental revenues, and/or the value of our properties include the following, among others: ● downturns in global, national, regional and local economic conditions, particularly increases in unemployment; ● declines in mortgage interest rates, making alternative housing options more affordable; ● government or builder incentives with respect to home ownership, making alternative housing options more attractive; ● local real estate market conditions, including oversupply of, or reduced demand for, apartment homes; ● declines in the financial condition of our tenants, which may make it more difficult for us to collect rents from some tenants; ● changes in market rental rates; ● our ability to renew leases or re-lease space on favorable terms; ● the timing and costs associated with property improvements, repairs or renovations; ● changes in household formation; and ● rent control or stabilization laws, or other laws regulating or impacting rental housing, which could prevent us from raising rents to offset increases in operating costs or otherwise impact us.
Factors that have in the past and may in the future affect our occupancy levels, our rental revenues, and/or the value of our properties include the following, among others: ● downturns in global, national, regional and local economic conditions, particularly increases in unemployment, including as a result of tariffs, geopolitical tensions, government shutdowns or otherwise; ● declines in mortgage interest rates, making alternative housing options more affordable; ● government or builder incentives with respect to home ownership, making alternative housing options more attractive; ● local real estate market conditions, including oversupply of, or reduced demand for, apartment homes; ● declines in the financial condition of our tenants, which may make it more difficult for us to collect rents from some tenants; ● changes in market rental rates; ● our ability to renew leases or re-lease space on favorable terms; ● the timing and costs associated with property improvements, repairs or renovations; ● changes in household formation; and ● rent control or stabilization laws, or other laws regulating or impacting rental housing, which could prevent us from raising rents to offset increases in operating costs or otherwise impact us.
Moreover, our partners may have business, economic or other objectives that are inconsistent with our 18 Table of Contents objectives, including objectives that relate to the appropriate timing and terms of any sale or refinancing of a property. In some instances, our partners may have competing interests in our markets that could create conflicts of interest.
Moreover, our partners may have business, economic or other objectives that are inconsistent with our objectives, including objectives that relate to the appropriate timing and terms of any sale or refinancing of a property. In some instances, our partners may have competing interests in our markets that could create conflicts of interest.
In addition, changes in federal and state legislation and regulation on climate change may result in increased capital expenditures to improve the energy efficiency of our existing communities and also may require us to spend more on our new development communities 21 Table of Contents without a corresponding increase in revenue.
In addition, changes in federal and state legislation and regulation on climate change may result in increased capital expenditures to improve the energy efficiency of our existing communities and also may require us to spend more on our new development communities without a corresponding increase in revenue.
If a community is mortgaged to secure payment of debt and we are unable to make the mortgage payments, we could sustain a loss as a result of foreclosure on the community or the exercise of other remedies by the mortgage holder. 26 Table of Contents Our Debt Level May Be Increased.
If a community is mortgaged to secure payment of debt and we are unable to make the mortgage payments, we could sustain a loss as a result of foreclosure on the community or the exercise of other remedies by the mortgage holder. Our Debt Level May Be Increased.
The Maryland General Corporation Law restricts mergers and other business combination transactions between us and any person who acquires beneficial ownership of shares of our stock representing 10% or more of the voting power without our board of directors’ prior approval.
The Maryland General Corporation Law restricts mergers and other business combination transactions between us and any person who acquires beneficial ownership of shares of our stock 30 Table of Contents representing 10% or more of the voting power without our board of directors’ prior approval.
Our development and construction activities are subject to the following risks, among others: ● if we seek construction financing we may be unable to obtain such financing for development activities on favorable terms, or at all, which could cause us to delay or even abandon potential developments; ● we may experience supply chain constraints, which could result in increased development costs or delay initial occupancy dates for all or a portion of a development community; ● we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental or quasi-governmental permits and authorizations, which could result in increased development costs, delay initial occupancy dates for all or a portion of a development community, and require us to abandon our activities entirely with respect to a project for which we are unable to obtain permits or authorizations; 17 Table of Contents ● costs may be higher or yields may be less than anticipated as a result of delays in completing projects, costs that exceed budget, defaults by our counterparties, and/or higher than expected concessions for lease-up and lower rents than expected; ● we may abandon development opportunities that we have already begun to explore, and we may be unable to recover expenses already incurred in connection with exploring such development opportunities; ● we may be unable to complete construction and lease-up of a community on schedule, or we may incur development or construction costs that exceed our original estimates, and we may be unable to charge rents that would compensate for any increase in such costs; ● occupancy rates, rents and concessions at a newly developed community may fluctuate depending on a number of factors, including market and economic conditions, preventing us from meeting our expected return on our investment and our overall profitability goals; and ● when we sell communities or properties that we developed or renovated to third parties, we may be subject to warranty or construction defect claims that are uninsured or exceed the limits of our insurance.
Our development and construction activities are subject to the following risks, among others: ● if we seek construction financing we may be unable to obtain such financing for development activities on favorable terms, or at all, which could cause us to delay or even abandon potential developments; ● we may experience supply chain constraints, which could result in increased development costs or delay initial occupancy dates for all or a portion of a development community; ● we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental or quasi-governmental permits and authorizations, which could result in 16 Table of Contents increased development costs, delay initial occupancy dates for all or a portion of a development community, and require us to abandon our activities entirely with respect to a project for which we are unable to obtain permits or authorizations; ● costs may be higher or yields may be less than anticipated as a result of delays in completing projects, defaults by our counterparties, higher than expected concessions for lease-up and lower rents than expected, and/or due to increased material, labor or other costs or supply chain disruptions, including as a result of tariffs or changes in immigration laws or their enforcement; ● we may abandon development opportunities that we have already begun to explore, and we may be unable to recover expenses already incurred in connection with exploring such development opportunities; ● we may be unable to complete construction and lease-up of a community on schedule, or we may incur development or construction costs that exceed our original estimates, and we may be unable to charge rents that would compensate for any increase in such costs; ● occupancy rates, rents and concessions at a newly developed community may fluctuate depending on a number of factors, including market and economic conditions, preventing us from meeting our expected return on our investment and our overall profitability goals; and ● when we sell communities or properties that we developed or renovated to third parties, we may be subject to warranty or construction defect claims that are uninsured or exceed the limits of our insurance.
Our ability to lease our properties at favorable rates is adversely affected by increases in supply in the multifamily and other rental markets and is dependent upon the overall level in the economy, which is adversely affected by, among other things, job losses and unemployment levels, recession, debt levels, housing markets, stock market volatility and uncertainty about the future.
Our ability to lease our properties at favorable rates is adversely affected by increases in supply in the multifamily and other rental markets and is dependent upon the overall level in the economy, which is adversely affected by, among other things, job losses and unemployment levels, recession, debt levels, housing markets, stock market volatility, any federal government shutdown and uncertainty about the future.
As of December 31, 2024, we had active unconsolidated joint ventures and partnerships, including our preferred equity investments, with a total equity investment of $917.5 million. We have in the past, and could in the future, become engaged in a dispute with one or more of our partners which could adversely impact us.
As of December 31, 2025, we had active unconsolidated joint ventures and partnerships, including our preferred equity investments, with a total equity investment of $886.5 million. We have in the past, and could in the future, become engaged in a dispute with one or more of our partners which could adversely impact us.
Failure to Succeed in New Markets May Limit Our Growth. We have acquired in the past, and we may acquire in the future if opportunities we believe are appropriate arise, apartment communities that are outside of our existing 19 Table of Contents markets.
Failure to Succeed in New Markets May Limit Our Growth. We have acquired in the past, and we may acquire in the future if opportunities we believe are appropriate arise, apartment communities that are outside of our existing markets.
Actual or Threatened Terrorist Attacks and Other Acts of Violence, Destruction or War May Have an Adverse Effect on Our Business and Operating Results and Could Decrease the Value of Our Assets. Actual or threatened terrorist attacks and other acts of violence, destruction or war could have an adverse effect on our business and operating results.
Actual or Threatened Terrorist Attacks and Other Acts of Violence, Destruction or War May Have an Adverse Effect on Our Business and Operating Results and Could Decrease the Value of Our Assets. Actual or threatened 21 Table of Contents terrorist attacks and other acts of violence, destruction or war could have an adverse effect on our business and operating results.
Risks Related to Ground Leases. We have entered into in the past and may in the future enter into, as either landlord or tenant, a long-term ground lease with respect to a property or a portion thereof.
We have entered into in the past and may in the future enter into, as either landlord or tenant, a long-term ground lease with respect to a property or a portion thereof.
We have in the past experienced cybersecurity breaches on our information technology systems or relating to software or third party vendor systems that we utilize, and, while none to date have been material to us, we expect such breaches may occur in the future.
We have in the past experienced cybersecurity breaches on our information technology systems or relating to software or third party vendor systems that we utilize, and, while none to 23 Table of Contents date have been material to us, we expect such breaches may occur in the future.
In addition, we would no longer be required to make distributions to our stockholders. Even if we continue to qualify as a REIT, we will continue to be subject to certain federal, state and local taxes on our income and property.
In addition, we would no longer be required to make distributions to 27 Table of Contents our stockholders. Even if we continue to qualify as a REIT, we will continue to be subject to certain federal, state and local taxes on our income and property.
The Geographic Concentration of Our Communities in Certain Markets Could Have an Adverse Effect on Our Operations if a Particular Market is Adversely Impacted by Economic or Other Conditions. For the year ended December 31, 2024, approximately 73.1% of our total NOI was generated from communities located in Metropolitan D.C.
The Geographic Concentration of Our Communities in Certain Markets Could Have an Adverse Effect on Our Operations if a Particular Market is Adversely Impacted by Economic or Other Conditions. For the year ended December 31, 2025, approximately 74.5% of our total NOI was generated from communities located in Metropolitan D.C.
Should Fannie Mae and Freddie Mac discontinue providing liquidity to our sector, have their mandates changed or reduced or be disbanded or reorganized by the government, or if there is reduced government support for multifamily housing generally, it may adversely affect interest rates, capital availability, development of multifamily communities and the value of multifamily residential real estate and, as a result, may adversely affect our business and results of operations. 27 Table of Contents The Soundness of Financial Institutions Could Adversely Affect Us.
Should Fannie Mae and Freddie Mac discontinue providing liquidity to our sector, have their mandates changed or reduced or be disbanded or reorganized by the government, or if there is reduced government support for multifamily housing generally, it may adversely affect interest rates, capital availability, development of multifamily communities and the value of multifamily residential real estate and, as a result, may adversely affect our business and results of operations.
We have originated in the past and may in the future originate mezzanine loans, which take the form of subordinated loans secured by second mortgages on the underlying property, which may be under development, or subordinated loans secured by a pledge of the ownership interests of either the entity owning the property, which may 22 Table of Contents be under development, or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property, which may be under development, or loans that are not secured.
We have originated in the past and may in the future originate mezzanine loans, which take the form of subordinated loans secured by second mortgages on the underlying property, or subordinated loans secured by a pledge of the ownership interests of either the entity owning the property, or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property, or loans that are not secured.
Any failure to prevent cybersecurity breaches and maintain the proper function, security and availability of our or our third party vendors’ and other third parties’ information technology systems could interrupt our operations, damage our reputation and brand, damage our competitive position, make it difficult for us to attract and retain residents or other tenants, and subject us to liability claims or regulatory penalties that could adversely affect our business, financial condition and results of operations. 24 Table of Contents Our Business and Operations Would Suffer in the Event of Information Technology System Failures.
Any failure to prevent cybersecurity breaches and maintain the proper function, security and availability of our or our third party vendors’ and other third parties’ information technology systems could interrupt our operations, damage our reputation and brand, damage our competitive position, make it difficult for us to attract and retain residents or other tenants, and subject us to liability claims or regulatory penalties that could adversely affect our business, financial condition and results of operations.
In addition, in the event of a default or other changes in the circumstances of an investment, including a change in the value of the applicable property, we may be, and have been in the past, required to change the manner in which the investment is accounted for, including our ability to recognize earnings, or recognize an impairment or a loss on consolidation.
In addition, in the event of a default or other changes in the circumstances of an investment, including a change in the value of the applicable property, we may be, and have been in the past, required to change the manner in which the investment is accounted for, including our ability to recognize earnings, or recognize an impairment or a loss on consolidation. 22 Table of Contents Risks Related to Ground Leases.
(15.4%), Boston, MA (11.7%), Orange County, CA (10.9%), the San Francisco Bay Area, CA (8.4%), Dallas, TX (8.3%), New York, NY (6.5%), Seattle, WA (6.2%) and Tampa, FL (5.7%).
(15.7%), Boston, MA (11.7%), Orange County, CA (10.9%), the San Francisco Bay Area, CA (8.9%), Dallas, TX (8.0%), New York, NY (7.1%), Seattle, WA (6.5%) and Tampa, FL (5.7%).
Laws and regulations regarding rent control, rent stabilization, eviction, tenants’ rights, allowable fees, and other matters, as well as any lawsuits against us arising from such laws and regulations, may limit our ability to charge market rents, increase rents, evict delinquent tenants or charge fees, or recover increases in our operating expenses, which could have an adverse effect on our results of operations and the value of our properties.
Various state and local governments as well as the federal government have enacted and may continue to enact rent control, rent stabilization, eviction, tenants’ rights, allowable fees, and other matters, as well as any lawsuits against us arising from such laws and regulations, may limit our ability to charge market rents, increase rents, evict delinquent tenants or charge fees, or recover increases in our operating expenses, which could have an adverse effect on our results of operations and the value of our properties.
Development and Construction Risks Could Impact Our Profitability. In the past we have pursued the development and construction of apartment communities, and we intend to do so in the future as appropriate opportunities arise. Development activities have been, and in the future may be, conducted through wholly-owned affiliated companies or through joint ventures with unaffiliated parties.
Development and Construction Risks Could Impact Our Profitability. In the past we have pursued, and we are currently pursuing, the development and construction of apartment communities. We intend to continue to do so in the future as appropriate opportunities arise. We may conduct development activities through wholly-owned affiliated companies or through joint ventures with unaffiliated parties.
In addition, certain locations have enacted and others may in the future enact sustainability regulations pertaining to buildings, including 25 Table of Contents existing buildings.
In addition, certain locations have enacted, and others may in the future enact, sustainability regulations pertaining to buildings, including existing buildings.
We may incur significant costs and divert resources in connection with such initiatives or processes, and these initiatives or processes may not perform as projected, which could adversely affect our results of operations and the market price of our common stock. ​ Potential Liability for Environmental Contamination Could Result in Substantial Costs.
We may incur significant costs and divert resources in connection with such initiatives or processes, and these initiatives or processes may not perform as projected, which could adversely affect our results of operations and the market price of our common stock.
Further, being involved in litigation, whether the result is favorable or unfavorable, could negatively impact our reputation. Additionally, litigation, whether the result is favorable or unfavorable, has in the past and may in the future result in substantial costs and expenses and could significantly divert the attention of management. Risk of Damage from Catastrophic Weather and Natural Events.
Additionally, litigation, whether the result is favorable or unfavorable, has in the past and may in the future result in substantial costs and expenses and could significantly divert the attention of management. Risk of Damage from Catastrophic Weather and Natural Events .
We Conduct a Portion of Our Business Through Taxable REIT Subsidiaries, Which Are Subject to Certain Tax Risks. We have established or invested in and conduct a portion of our business through taxable REIT subsidiaries. Despite our qualification as a REIT, taxable REIT subsidiaries must pay income tax on their taxable income.
We have established or invested in and conduct a portion of our business through taxable REIT subsidiaries. Despite our qualification as a REIT, taxable REIT subsidiaries must pay income tax on their taxable income.
We have relationships with many financial institutions, including lenders under our credit facilities, and, from time to time, we execute transactions with counterparties in the financial services industry.
The Soundness of Financial Institutions Could Adversely Affect Us. We have relationships with many financial institutions, including lenders under our credit facilities, and, from time to time, we execute transactions with counterparties in the financial services industry.
As of December 31, 2024, we had approximately $501.3 million of variable rate indebtedness outstanding, which constitutes approximately 8.6% of total outstanding indebtedness as of such date, and we have from time to time experienced increases in the interest rates on such indebtedness, which has increased our interest expense and adversely impacted our results of operations and cash flows.
As of December 31, 2025, we had approximately $673.4 million of variable rate indebtedness outstanding, which constitutes approximately 11.5% of total outstanding indebtedness as of such date, and we have from time to time experienced increases in the interest rates on such indebtedness, which has increased our interest expense and adversely impacted our results of operations and cash flows.
The U.S. economy has during certain periods over the last few years experienced high rates of inflation, which has increased our operating expenses due to higher third party vendor costs and increased our interest expense due to higher interest rates on our variable rate debt.
The U.S. economy has during certain periods over the last few years experienced periods of high rates of inflation and could again, including due to pressures related to recently announced tariffs, which has in the past increased, and could in the future increase, our operating expenses due to higher third party vendor costs and increased our interest expense due to higher interest rates on our variable rate debt.
Government Policy or Support Regarding Fannie Mae or Freddie Mac Could Have a Material Adverse Impact on Our Business. While in recent years we have decreased our borrowings from Fannie Mae and Freddie Mac, Fannie Mae and Freddie Mac are a major source of financing to participants in the multifamily housing markets including potential purchasers of our properties.
While in recent years we have decreased our borrowings from Fannie Mae and Freddie Mac, Fannie Mae and Freddie Mac are a major source of financing to participants in the multifamily housing markets including potential purchasers of our properties.
Any of these circumstances could have an adverse effect on our business, financial condition or operating results. 23 Table of Contents We May Experience a Decline in the Fair Value of Our Assets and Be Forced to Recognize Impairment Charges, Which Could Adversely Impact Our Financial Condition, Liquidity and Results of Operations and the Market Price of Our Common Stock.
We May Experience a Decline in the Fair Value of Our Assets and Be Forced to Recognize Impairment Charges, Which Could Adversely Impact Our Financial Condition, Liquidity and Results of Operations and the Market Price of Our Common Stock.
We May Be Adversely Affected by Changes in State and Local Tax Laws and May Become Subject to Tax Audits from Time to Time. Because we are organized and qualify as a REIT, we are generally not subject to federal income tax, but we are subject to certain state and local tax.
Because we are organized and qualify as a REIT, we are generally not subject to federal income tax, but we are subject to certain state and local tax. From time to time, changes in state and local tax laws or regulations may result in an increase in our tax liability.
Indoor exposure to airborne toxins or irritants can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. 20 Table of Contents As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants or to increase ventilation, which could adversely affect our results of operations and cash flows.
As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants or to increase ventilation, which could adversely affect our results of operations and cash flows.
Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased in number, resulting in varied and in some cases inconsistent standards.
Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate.
Further, volatility in the financial markets and economic weakness could affect the counterparties’ ability to complete transactions with us as intended. Either circumstance could result in disruptions to our operations that may adversely affect our financial condition and results of operations. Property Ownership Through Partnerships and Joint Ventures May Limit Our Ability to Act Exclusively in Our Interest.
Either circumstance could result in disruptions to our operations that may adversely affect our financial condition and results of operations. 17 Table of Contents Property Ownership Through Partnerships and Joint Ventures May Limit Our Ability to Act Exclusively in Our Interest.
From time to time, changes in state and local tax laws or regulations may result in an increase in our tax liability. A shortfall in tax revenues for states and local jurisdictions in which we own apartment communities may lead to an increase in the frequency and size of such changes.
A shortfall in tax revenues for states and local jurisdictions in which we own apartment communities may lead to an increase in the frequency and size of such changes. If such changes occur, we may be required to pay additional state and local taxes.
In addition, the criteria by which companies’ corporate responsibility practices are assessed and the regulations applicable thereto are evolving, which could result in greater expectations of us and cause us to undertake costly initiatives or activities to satisfy such new criteria or regulations.
Third-party providers of corporate responsibility ratings and reports on companies have increased in number, resulting in varied and in some cases inconsistent standards. 24 Table of Contents In addition, the criteria by which companies’ corporate responsibility practices are assessed and the regulations applicable thereto are evolving, which could result in greater expectations of us and cause us to undertake costly initiatives or activities to satisfy such new criteria or regulations.
We cannot predict whether, when or to what extent any new U.S. federal income tax laws, regulations, interpretations or rulings will impact the real estate investment industry or REITs. Prospective investors are urged to consult their tax advisors regarding the effect of potential future changes to the U.S. federal income tax laws on an investment in our shares.
We cannot predict whether, when or to what extent any new U.S. federal income tax laws, regulations, interpretations or rulings will impact the real estate investment industry or REITs.
In the normal course of business, we or our affiliates (including entities through which we own real estate) may also become subject to federal, 29 Table of Contents state or local tax audits.
These increased tax costs could adversely affect our financial condition and the amount of cash available for the payment of distributions to our stockholders. In the normal course of business, we or our affiliates (including entities through which we own real estate) may also become subject to federal, state or local tax audits.
Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria.
Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions.
A prolonged downturn in the financial markets may cause us to seek alternative sources of potentially less attractive financing and may require us to adjust our business plan accordingly. These events also may make it more difficult or costly for us to raise capital through the issuance of our common or preferred stock. A Change in U.S.
A prolonged downturn in the financial markets may cause us to seek alternative sources of potentially less attractive financing and may require us to adjust our business plan accordingly.
In addition, the other party may not perform as expected under the ground lease or there may be a dispute with the other party to the ground lease.
In addition, the other party may not perform as expected under the ground lease or there may be a dispute with the other party to the ground lease. Any of these circumstances could have an adverse effect on our business, financial condition or operating results.
Our Properties May Contain or Develop Harmful Mold or Suffer from Other Indoor Air Quality Issues, Which Could Lead to Liability for Adverse Health Effects or Property Damage or Cost for Remediation.
We cannot assure you that costs or liabilities incurred as a result of environmental or building condition issues will not adversely affect our financial condition and results of operations. 19 Table of Contents Our Properties May Contain or Develop Harmful Mold or Suffer from Other Indoor Air Quality Issues, Which Could Lead to Liability for Adverse Health Effects or Property Damage or Cost for Remediation.
However, individual U.S. stockholders generally may deduct 20% of our regular 28 Table of Contents dividends under Section 199A of the Code, reducing the effective tax rate applicable to such dividends (although such provision will expire after December 31, 2025 absent future legislation).
However, individual U.S. stockholders generally may deduct 20% of our regular dividends under Section 199A of the Code, reducing the effective tax rate applicable to such dividends. We Conduct a Portion of Our Business Through Taxable REIT Subsidiaries, Which Are Subject to Certain Tax Risks.
For example, we are currently a defendant in a consolidated class action lawsuit and lawsuits filed by the District of Columbia and the State of Maryland involving RealPage, which is one of our vendors. An unfavorable resolution of any litigation may have a material adverse effect on our business, results of operations and financial condition.
An unfavorable resolution of any litigation may have a material adverse effect on our business, results of operations and financial condition. Further, being involved in litigation, whether the result is favorable or unfavorable, could negatively impact our reputation.
Removed
As a result, we may not have immediate access to all of the cash proceeds generated from our property sales; and 16 Table of Contents ● federal tax laws limit our ability to profit on the sale of communities or interests in communities that we have owned for less than two years, and this limitation may prevent us from selling communities when market conditions are favorable or when we may otherwise desire to sell.
Added
Further, volatility in the financial markets and economic weakness could affect the counterparties’ ability to complete transactions with us as intended.
Removed
We cannot assure you that costs or liabilities incurred as a result of environmental or building condition issues will not adversely affect our financial condition and results of operations.
Added
We may also invest, directly or indirectly, in technology companies developing technologies that are of interest to us and we may not realize the intended benefits of such investments and may incur losses in connection with such investments. ​ Potential Liability for Environmental Contamination Could Result in Substantial Costs.
Removed
Various state and local governments as well as the federal government have enacted and may continue to enact rent control, rent stabilization, or limitations, and similar laws, regulations and policies, including laws or court orders, that could limit our ability to raise rents or charge certain fees which could have a retroactive effect.
Added
These laws, regulations and policies may apply prospectively or retroactively. For example, in 2023, Montgomery County, Maryland enacted rent control that initially impacts a portion of our portfolio in that market. In 2024, the State of New York passed the Good Cause Eviction Law, which established rent limits on certain market-rate apartments.
Removed
For example, in June 2019, the State of New York enacted new rent control regulations known as the Housing Stability and Tenant Protection Act of 2019, in October of 2019, the State of California enacted the Tenant Protection Act of 2019, and in September 2024, the City of Salinas California, passed a rent stabilization ordinance.
Added
In the City of New York, the new administration is seeking to freeze rent increases for covered properties. Although our properties currently have minimal exposure to the city’s allowable annual rent increases, such a freeze, or other measures that seek to increase affordability, would in turn reduce our property values.
Removed
If such changes occur, we may be required to pay additional state and local taxes. These increased tax costs could adversely affect our financial condition and the amount of cash available for the payment of distributions to our stockholders.
Added
In 2024, the City of Salinas, California passed a rent stabilization ordinance that impacted all our properties within the city. In 2025, the State of Washington enacted statewide rent control, which initially impacts a portion of our properties within the state.
Added
For example, we have been named as a defendant in a number of cases alleging antitrust violations by RealPage, Inc., a vendor providing revenue management software products, and various owners or managers of multifamily housing, which cases have been consolidated in the United States Court for the Middle District of Tennessee, and cases with similar allegations that have been filed by the District of Columbia, the State of Maryland and the State of Washington.
Added
We have in the past and may in the future originate mezzanine loans for properties or projects that are under development.
Added
Our Business and Operations Would Suffer in the Event of Information Technology System Failures.
Added
In addition, the standards or expectations of various stakeholders or regulators may differ from each other and it may not be possible to comply with all of such standards or expectations.
Added
These events also may make it more difficult or costly for us to raise capital through the issuance of our common or preferred stock. 26 Table of Contents A Change in U.S. Government Policy or Support Regarding Fannie Mae or Freddie Mac Could Have a Material Adverse Impact on Our Business.
Added
Prospective investors are urged to 28 Table of Contents consult their tax advisors regarding the effect of potential future changes to the U.S. federal income tax laws on an investment in our shares. We May Be Adversely Affected by Changes in State and Local Tax Laws and May Become Subject to Tax Audits from Time to Time.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn addition, in 2024 and 2023, outside legal counsel conducted an exercise regarding preparation for cyber events attended by our Chairman and Chief Executive Officer, President, Chief Investment Officer and Chief Financial Officer and other members of senior management.
Biggest changeIn addition, in 2025, 2024 and 2023, outside legal counsel conducted an exercise regarding preparation for cyber events attended by our Chairman, President and Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer and other members of senior management. 32 Table of Contents Governance The Board, in coordination with the Audit Committee, oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that the Company’s management implements to address risks from cybersecurity threats.
Risk Management and Strategy Consistent with overall ERM policies and practices, the Company’s cybersecurity program focuses on the following areas: ● Vigilance: The Company operates cybersecurity threat functions 24/7 with the specific goal of identifying, attempting to prevent and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with our established incident response and recovery plans. ● Systems Safeguards: The Company deploys systems safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through ongoing vulnerability assessments and cybersecurity threat intelligence. ● Collaboration: The Company utilizes collaboration mechanisms established with public and private entities, including intelligence and enforcement agencies, industry groups and third-party service providers, to identify, assess and respond to cybersecurity risks. ● Third-Party Risk Management: The Company maintains a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties , including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.
Risk Management and Strategy Consistent with overall ERM policies and practices, the Company’s cybersecurity program focuses on the following areas: ● Vigilance: The Company operates cybersecurity threat functions 24/7 with the specific goal of identifying, attempting to prevent and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with our established incident response and recovery plans. 31 Table of Contents ● Systems Safeguards: The Company deploys systems safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through ongoing vulnerability assessments and cybersecurity threat intelligence. ● Collaboration: The Company utilizes collaboration mechanisms established with public and private entities, including intelligence and enforcement agencies, industry groups and third-party service providers, to identify, assess and respond to cybersecurity risks . ● Third-Party Risk Management: The Company maintains a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.
To date, the Company has not been materially affected by a cybersecurity incident or cybersecurity threat and no incident has occurred that is reasonably likely to affect the Company, including its business strategy, results of operations, or financial condition. 34 Table of Contents
To date, the Company has not been materially affected by a cybersecurity incident or cybersecurity threat and no incident has occurred that is reasonably likely to affect the Company, including its business strategy, results of operations, or financial condition. 33 Table of Contents
Third-party vendors are assessed against a standardized vendor risk assessment process before being engaged and the Company requests vendors to 32 Table of Contents annually recertify that their security controls comply with established industry standards and applicable legal requirements. ● Insider Threat Management: In order to try to mitigate cybersecurity threats to our systems, the Company attempts to provide associates with the minimum access to our systems required in order for a given associate to perform his or her assigned duties.
Third-party vendors are assessed against a standardized vendor risk assessment process before being engaged and the Company requests vendors to annually recertify that their security controls comply with established industry standards and applicable legal requirements. ● Insider Threat Management: In order to try to mitigate cybersecurity threats to our systems, the Company attempts to provide associates with the minimum access to our systems required in order for a given associate to perform his or her assigned duties.
The Company’s Chief Technology Officer is the member of the Company’s management that is principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business 33 Table of Contents leaders across the Company.
The Company’s Chief Technology Officer is the member of the Company’s management that is principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company.
The Chief Technology Officer also provides monthly reports regarding information technology including cybersecurity to our senior management including our Chairman and Chief Executive Officer, President, Chief Investment Officer and Chief Financial Officer, Chief Operating Officer, Senior Vice President – Chief Accounting Officer, Senior Vice President – Investments, and Senior Vice President – General Counsel.
The Chief Technology Officer also provides monthly reports regarding information technology including cybersecurity to our senior management including our Chairman, President and Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Senior Vice President – Chief Accounting Officer, Senior Vice President – Investments, and Senior Vice President – Chief Legal Officer.
The Company’s cybersecurity policies, standards and practices are derived from recognized frameworks established by the National Institute of Standards and Technology (“NIST”) and other applicable industry standards, and the Company is working to obtain NIST certification. Many members of the Company’s cybersecurity team are certified by and have received training from the International Information Security Consortium (“IISC”).
The Company plans to continue to obtain a NIST compliance audit on an annual basis. Many members of the Company’s cybersecurity team are certified by and have received training from the International Information Security Consortium (“IISC”).
Removed
Governance The Board, in coordination with the Audit Committee, oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that the Company’s management implements to address risks from cybersecurity threats.
Added
The Company’s cybersecurity policies, standards and practices are derived from recognized frameworks established by the National Institute of Standards and Technology (“NIST”) and other applicable industry standards. In 2025, the Company was audited against a set of critical in scope systems using the NIST Cybersecurity Framework with no findings identified.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage Total ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ Number of ​ Number of ​ of Total ​ Carrying ​ ​ ​ ​ ​ ​ ​ Average ​ Home Size ​ ​ Apartment ​ Apartment ​ Carrying ​ Value ​ Encumbrances ​ Cost per ​ Physical ​ (in square ​ ​ Communities ​ Homes ​ Value ​ (in thousands) ​ (in thousands) ​ Home ​ Occupancy ​ feet) WEST REGION ​ ​ ​ ​ Orange County, CA 8 4,305 8.6 % $ 1,389,451 ​ $ — ​ $ 322,753 96.7 % 856 San Francisco, CA 14 3,310 7.6 % 1,224,694 ​ 27,000 ​ 369,998 96.2 % 830 Seattle, WA 14 2,702 7.0 % 1,128,582 ​ — ​ 417,684 97.1 % 856 Monterey Peninsula, CA 7 1,567 1.3 % 203,571 ​ — ​ 129,911 96.1 % 727 Los Angeles, CA 4 1,225 3.0 % 490,239 ​ — ​ 400,195 96.1 % 967 Other Southern California 3 821 1.4 % 228,259 ​ — ​ 278,026 96.6 % 1,012 Portland, OR 2 476 0.4 % 57,352 ​ — ​ 120,487 97.0 % 903 MID-ATLANTIC REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Metropolitan D.C. 24 9,119 16.5 % 2,671,495 ​ 288,530 ​ 292,959 97.1 % 918 Baltimore, MD 7 2,219 3.5 % 574,107 ​ 58,600 ​ 258,723 96.2 % 963 Richmond, VA 4 1,359 1.1 % 173,749 ​ — ​ 127,851 96.9 % 1,017 NORTHEAST REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ Boston, MA 12 4,667 12.2 % 1,975,353 ​ 228,553 ​ 423,260 96.6 % 994 New York, NY 4 1,945 8.6 % 1,386,449 ​ — ​ 712,827 97.5 % 744 Philadelphia, PA ​ 4 ​ 1,172 ​ 2.7 % ​ 442,714 ​ ​ — ​ ​ 377,742 ​ 96.6 % 949 SOUTHEAST REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ Tampa, FL 12 4,207 5.1 % 824,301 ​ — ​ 195,936 91.4 % 977 Orlando, FL 11 3,493 3.5 % 572,803 ​ — ​ 163,986 96.6 % 974 Nashville, TN 8 2,261 1.7 % 267,894 ​ — ​ 118,485 96.6 % 933 Other Florida 1 636 0.6 % 96,959 ​ — ​ 152,451 97.2 % 1,130 SOUTHWEST REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ Dallas, TX 20 7,449 8.4 % 1,358,799 ​ 473,196 ​ 182,414 96.0 % 858 Austin, TX 6 1,880 2.0 % 326,491 ​ 66,919 ​ 173,665 96.7 % 891 Denver, CO 2 510 1.6 % 251,694 ​ — ​ 493,518 96.3 % 861 Total Operating Communities 167 55,323 96.8 % 15,644,956 ​ 1,142,798 ​ $ 282,793 96.2 % 909 Land — — 1.3 % 253,949 ​ — ​ Held for Disposition 2 373 1.3 % 218,569 ​ — ​ Other — — 0.6 % 95,889 ​ (3,467) ​ Total Real Estate Owned 169 55,696 100.0 % $ 16,213,363 ​ $ 1,139,331 ​ ​ ​ ​ ​ ​ ​
Biggest changeSUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ Number of ​ Number of ​ of Total ​ Carrying ​ ​ ​ ​ ​ ​ ​ Average ​ Home Size ​ ​ Apartment ​ Apartment ​ Carrying ​ Value ​ Encumbrances ​ Cost per ​ Physical ​ (in square ​ ​ Communities ​ Homes ​ Value ​ (in thousands) ​ (in thousands) ​ Home ​ Occupancy ​ feet) WEST REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Orange County, CA 8 4,305 8.6 % $ 1,423,481 ​ $ — ​ $ 330,658 96.9 % 856 San Francisco, CA 14 3,317 7.5 % 1,240,460 ​ 27,000 ​ 373,970 97.4 % 829 Seattle, WA 14 2,702 6.9 % 1,142,896 ​ — ​ 422,981 96.9 % 856 Los Angeles, CA 4 1,225 3.0 % 495,389 ​ — ​ 404,399 96.5 % 967 Monterey Peninsula, CA 7 1,567 1.3 % 208,609 ​ — ​ 133,126 96.5 % 728 Other Southern California 3 821 1.4 % 230,659 ​ — ​ 280,949 96.7 % 1,012 Portland, OR 1 220 0.2 % 27,016 ​ — ​ 122,800 96.8 % 1,054 NORTHEAST REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Boston, MA 12 4,667 12.1 % 1,996,655 ​ 227,698 ​ 427,824 96.7 % 994 New York, NY 4 1,945 8.6 % 1,409,922 ​ — ​ 724,896 97.9 % 744 Philadelphia, PA ​ 5 ​ 1,650 ​ 3.8 % ​ 625,043 ​ ​ — ​ ​ 378,814 ​ 95.9 % 674 MID-ATLANTIC REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Metropolitan D.C. 25 9,525 17.4 % 2,853,871 ​ 160,930 ​ 299,619 96.9 % 879 Baltimore, MD 7 2,219 3.5 % 583,010 ​ 57,913 ​ 262,735 96.9 % 964 Richmond, VA 2 841 0.6 % 90,839 ​ — ​ 108,013 96.4 % 956 SOUTHEAST REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tampa, FL 12 4,207 5.1 % 846,272 ​ — ​ 201,158 96.4 % 977 Orlando, FL 10 3,293 3.4 % 568,799 ​ — ​ 172,730 96.6 % 982 Nashville, TN 8 2,261 1.7 % 280,224 ​ — ​ 123,938 96.3 % 933 Other Florida 1 636 0.6 % 99,389 ​ — ​ 156,272 96.4 % 1,130 SOUTHWEST REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dallas, TX 20 7,449 8.4 % 1,378,030 ​ 425,028 ​ 184,995 97.1 % 858 Austin, TX 6 1,880 2.0 % 329,246 ​ 65,906 ​ 175,131 97.2 % 891 Denver, CO 2 510 1.5 % 252,664 ​ — ​ 495,420 95.7 % 861 Total Operating Communities 165 55,240 97.6 % 16,082,474 ​ 964,475 ​ $ 291,138 96.8 % 893 Real Estate Under Development (a) — — 0.4 % 72,885 ​ — ​ ​ ​ ​ Land — — 1.4 % 237,550 ​ — ​ ​ ​ ​ Other — — 0.6 % 94,976 ​ (3,295) ​ ​ ​ ​ Total Real Estate Owned 165 55,240 100.0 % $ 16,487,885 ​ $ 961,180 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Item 2. PROPERTIES At December 31, 2024, our consolidated apartment portfolio included 169 communities located in 21 markets, with a total of 55,696 completed apartment homes. The table below set forth a summary of real estate portfolio by geographic market of the Company at December 31, 2024.
Item 2. PROPERTIES At December 31, 2025, our consolidated apartment portfolio included 165 communities located in 21 markets, with a total of 55,240 completed apartment homes. The table below set forth a summary of real estate portfolio by geographic market of the Company at December 31, 2025.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAs described in more detail in Note 15, Commitments and Contingencies , to the consolidated financial statements included in this report, we are currently a defendant, among other companies, in lawsuits related to our use of products licensed by RealPage, Inc. Item 4. MINE SAFETY DISCLOSURES Not Applicable. ​ 35 Table of Contents PART II
Biggest changeAs described in more detail in Note 15, Commitments and Contingencies , to the consolidated financial statements included in this report, we are currently a defendant, among other companies, in lawsuits related to our use of products licensed by RealPage, Inc. Item 4. MINE SAFETY DISCLOSURES Not Applicable. ​ 34 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 35 ​ ​ PART II ​ ​ ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 36 ​ ​ Item 6. [Reserved] 38 ​ ​ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 39 ​ ​ Item 7A.
Biggest changeItem 4. Mine Safety Disclosures 34 ​ ​ PART II ​ ​ ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 35 ​ ​ Item 6. [Reserved] 37 ​ ​ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38 ​ ​ Item 7A.
Quantitative and Qualitative Disclosures about Market Risk 57 ​ ​ Item 8. Financial Statements and Supplementary Data 57 ​ ​
Quantitative and Qualitative Disclosures about Market Risk 56 ​ ​ Item 8. Financial Statements and Supplementary Data 56 ​ ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe comparison assumes that all dividends are reinvested. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 UDR, Inc. 100.00 85.46 137.69 91.65 94.51 111.79 FTSE Nareit Equity Apartment Index 100.00 84.66 138.51 94.25 99.78 120.22 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 FTSE Nareit Equity REITs Index 100.00 92.00 131.78 99.67 113.35 123.25 ​ The performance graph and the related chart and text, are being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Biggest changeThe comparison assumes that all dividends are reinvested. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index ​ ​ ​ 12/31/2020 ​ ​ ​ 12/31/2021 ​ ​ ​ 12/31/2022 ​ ​ ​ 12/31/2023 ​ ​ ​ 12/31/2024 ​ ​ ​ 12/31/2025 UDR, Inc. 100.00 161.12 107.25 110.59 130.81 115.44 FTSE Nareit Equity Apartment Index 100.00 163.61 111.34 117.87 142.02 129.86 S&P 500 Index 100.00 128.71 105.40 133.10 166.40 196.16 FTSE Nareit Equity REITs Index 100.00 143.24 108.34 123.21 133.97 137.83 ​ The performance graph and the related chart and text, are being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
During the three months ended December 31, 2024, certain of our employees surrendered shares of common stock owned by them to satisfy their statutory federal and state tax obligations associated with the vesting of restricted shares of common stock issued under our 1999 Long-Term Incentive Plan (the “LTIP”).
During the three months ended December 31, 2025, certain of our employees surrendered shares of common stock owned by them to satisfy their statutory federal and state tax obligations associated with the vesting of restricted shares of common stock issued under our 1999 Long-Term Incentive Plan (the “LTIP”).
The graph assumes that $100 was invested on December 31, 2019, in each of our common stock and the indices presented. Historical stock price performance is not necessarily indicative of future stock price performance.
The graph assumes that $100 was invested on December 31, 2020, in each of our common stock and the indices presented. Historical stock price performance is not necessarily indicative of future stock price performance.
During the three months ended December 31, 2024, we issued 3,225 shares of our common stock upon redemption of OP Units in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. Purchases of Equity Securities In January 2008, UDR’s Board of Directors authorized a 15 million share repurchase program.
During the three months ended December 31, 2025, we issued 14,651 shares of our common stock upon redemption of OP Units in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. Purchases of Equity Securities In January 2008, UDR’s Board of Directors authorized a 15 million share repurchase program.
Certain OP/DownREIT unitholders were entitled to subscribe for and purchase one share of the Series F for each OP/DownREIT Unit held. As of December 31, 2024, a total of 10.4 million shares of the Series F were outstanding.
Certain OP/DownREIT unitholders were entitled to subscribe for and purchase one share of the Series F for each OP/DownREIT Unit held. As of December 31, 2025, a total of 10.1 million shares of the Series F were outstanding.
The following table summarizes all of these repurchases during the three months ended December 31, 2024 ( shares in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number Maximum ​ ​ ​ ​ ​ ​ of Shares ​ Number of ​ ​ ​ ​ ​ ​ Purchased as ​ Shares that ​ Total ​ ​ ​ ​ Part of ​ May Yet Be ​ Number of ​ Average ​ Publicly ​ Purchased ​ Shares ​ Price Paid ​ Announced Plans ​ Under the Plans Period Purchased ​ per Share (a) ​ or Programs ​ or Programs October 1, 2024 through October 31, 2024 67 ​ $ 44.51 N/A N/A November 1, 2024 through November 30, 2024 — ​ — N/A N/A December 1, 2024 through December 31, 2024 1,453 ​ 44.79 N/A N/A Total 1,520 ​ $ 44.78 (a) The price paid per share is based on the closing price of our common stock as of the date of the determination of the federal and state tax obligations. ​ 37 Table of Contents Comparison of Five-year Cumulative Total Returns The following graph compares the five-year cumulative total returns for UDR common stock with the comparable cumulative return of the Nareit Equity REIT Index, Standard & Poor’s 500 Stock Index, and the Nareit Equity Apartment Index.
The following table summarizes all of these repurchases during the three months ended December 31, 2024 ( shares in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number ​ ​ ​ Maximum ​ ​ ​ ​ ​ ​ of Shares ​ Number of ​ ​ ​ ​ ​ ​ Purchased as ​ Shares that ​ Total ​ ​ ​ ​ Part of ​ May Yet Be ​ Number of ​ Average ​ Publicly ​ Purchased ​ Shares ​ Price Paid ​ Announced Plans ​ Under the Plans Period Purchased ​ per Share (a) ​ or Programs ​ or Programs October 1, 2025 through October 31, 2025 — ​ $ — N/A N/A November 1, 2025 through November 30, 2025 — ​ — N/A N/A December 1, 2025 through December 31, 2025 1 ​ 35.75 N/A N/A Total 1 ​ $ 35.75 ​ ​ (a) The price paid per share is based on the closing price of our common stock as of the date of the determination of the federal and state tax obligations. ​ 36 Table of Contents Comparison of Five-year Cumulative Total Returns The following graph compares the five-year cumulative total returns for UDR common stock with the comparable cumulative return of the Nareit Equity REIT Index, Standard & Poor’s 500 Stock Index, and the Nareit Equity Apartment Index.
Distributions declared on the Series E for the years ended December 31, 2024 and 2023 were $1.8408 per share, or $0.4602 per quarter, and $1.8192 per share, or $0.4548 per quarter, respectively. The Series E is not listed on any exchange. At December 31, 2024, a total of 2.6 million shares of the Series E were outstanding.
Distributions declared on the Series E for the years ended December 31, 2025 and 2024 were $1.86 per share, or $0.465 per quarter, and $1.8408 per share, or $0.4602 per quarter, respectively. The Series E is not listed on any exchange. At December 31, 2025, a total of 2.6 million shares of the Series E were outstanding.
As of February 14, 2025, there were approximately 1,468 participants in the plan. 36 Table of Contents Unregistered Sales of Equity Securities From time to time we issue shares of our common stock in exchange for OP Units tendered to the Operating Partnership for redemption in accordance with the provisions of the Operating Partnership’s limited partnership agreement.
As of February 11, 2026, there were approximately 1,398 participants in the plan. 35 Table of Contents Unregistered Sales of Equity Securities From time to time we issue shares of our common stock in exchange for OP Units tendered to the Operating Partnership for redemption in accordance with the provisions of the Operating Partnership’s limited partnership agreement.
The following table summarizes all of UDR’s repurchases of shares of common stock under this program during the quarter ended December 31, 2024 ( shares in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number Maximum ​ ​ ​ ​ ​ ​ of Shares ​ Number of ​ ​ ​ ​ ​ ​ Purchased as ​ Shares that ​ Total ​ ​ ​ ​ Part of ​ May Yet Be ​ Number of ​ Average ​ Publicly ​ Purchased ​ Shares ​ Price Paid ​ Announced Plan ​ Under the Plan Period Purchased ​ per Share ​ or Program ​ or Program (a) Beginning Balance 2,973 ​ $ 37.90 2,973 12,027 October 1, 2024 through October 31, 2024 — ​ — — 12,027 November 1, 2024 through November 30, 2024 — ​ — — 12,027 December 1, 2024 through December 31, 2024 — ​ — — 12,027 Balance as of December 31, 2024 2,973 ​ $ 37.90 2,973 12,027 (a) This number reflects the number of shares that were available for purchase under our 15 million share repurchase program authorized in January 2008.
The following table summarizes all of UDR’s repurchases of shares of common stock under this program during the quarter ended December 31, 2025 ( shares in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number ​ ​ ​ Maximum ​ ​ ​ ​ ​ ​ of Shares ​ Number of ​ ​ ​ ​ ​ ​ Purchased as ​ Shares that ​ Total ​ ​ ​ ​ Part of ​ May Yet Be ​ Number of ​ Average ​ Publicly ​ Purchased ​ Shares ​ Price Paid ​ Announced Plan ​ Under the Plan Period Purchased ​ per Share ​ or Program ​ or Program (a) Beginning Balance 3,624 ​ $ 37.98 3,624 11,376 October 1, 2025 through October 31, 2025 277 ​ 36.14 277 11,099 November 1, 2025 through November 30, 2025 1,046 ​ 34.78 1,046 10,053 December 1, 2025 through December 31, 2025 1,286 ​ 36.07 1,286 8,767 Balance as of December 31, 2025 6,233 ​ $ 36.97 6,233 8,767 (a) This number reflects the number of shares that were available for purchase under our 15 million share repurchase program authorized in January 2008.
On February 14, 2025, there were 2,552 holders of record of the 331,133,359 outstanding shares of our common stock. We have determined that, for federal income tax purposes, approximately 94% of the distributions for 2024 represented ordinary income, 3% represented long-term capital gain and 3% represented unrecaptured section 1250 gain.
On February 11, 2026, there were 2,400 holders of record of the 328,571,965 outstanding shares of our common stock. We have determined that, for federal income tax purposes, approximately 83% of the distributions for 2025 represented ordinary income, 10% represented long-term capital gain and 7% represented unrecaptured section 1250 gain.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeBased on the net earnings reported for the year ended December 31, 2024 in our Consolidated Statements of Operations, we would have incurred federal and state GAAP income taxes if we had failed to qualify as a REIT. 41 Table of Contents Summary of Real Estate Portfolio by Geographic Market The following table summarizes our market information by major geographic markets as of and for the year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ Year Ended December 31, 2024 ​ ​ ​ Percentage Total Weighted Monthly Net ​ ​ Number of ​ Number of ​ of Total ​ Carrying ​ Average ​ Income per ​ Operating ​ ​ Apartment ​ Apartment ​ Carrying ​ Value (in ​ Physical ​ Occupied ​ Income Same-Store Communities ​ Communities ​ Homes ​ Value ​ thousands) ​ Occupancy ​ Home (a) ​ (in thousands) West Region ​ ​ ​ Orange County, CA 8 4,305 8.6 % $ 1,389,752 96.7 % $ 3,094 ​ $ 121,009 San Francisco, CA 11 2,781 5.8 % ​ 941,178 97.0 % ​ 3,555 ​ ​ 80,841 Seattle, WA 14 2,702 6.9 % 1,120,396 97.1 % 2,870 ​ 65,293 Monterey Peninsula, CA 7 1,567 1.3 % 203,748 96.1 % 2,408 ​ 33,530 Los Angeles, CA 4 1,225 3.0 % 490,674 96.1 % 3,227 ​ 32,667 Other Southern California 3 821 1.4 % 228,141 96.6 % 2,940 ​ 20,450 Portland, OR 2 476 0.4 % 57,633 97.0 % 1,992 ​ 7,944 Mid-Atlantic Region ​ ​ ​ ​ Metropolitan D.C. 23 8,819 15.5 % 2,510,001 97.2 % 2,389 ​ 168,092 Baltimore, MD 7 2,219 3.5 % 574,442 96.2 % 1,952 ​ 33,401 Richmond, VA 4 1,359 1.1 % 173,749 96.9 % 1,878 ​ 22,389 Northeast Region ​ ​ ​ ​ Boston, MA 12 4,667 12.1 % 1,969,347 96.6 % 3,228 ​ 124,169 New York, NY 4 1,945 8.5 % 1,376,237 97.6 % 4,983 ​ 61,798 Philadelphia, PA ​ 3 ​ 972 ​ 2.3 % ​ 375,227 ​ 96.7 % ​ 2,549 ​ ​ 19,552 Southeast Region ​ ​ ​ ​ Tampa, FL 11 3,877 4.3 % 693,272 96.6 % 2,143 ​ 63,340 Orlando, FL 11 3,493 3.5 % 574,688 96.6 % 1,918 ​ 53,451 Nashville, TN 8 2,261 1.7 % 270,404 96.6 % 1,753 ​ 33,127 Other Florida 1 636 0.6 % 96,996 97.2 % 2,382 ​ 12,298 Southwest Region ​ ​ ​ ​ Dallas, TX 14 5,813 6.2 % 1,002,564 96.5 % 1,775 ​ 75,522 Austin, TX 4 1,272 1.2 % 197,458 96.8 % 1,911 ​ 16,785 Denver, CO ​ 1 ​ 218 ​ 0.9 % ​ 148,877 ​ 96.7 % ​ 3,646 ​ ​ 6,730 Total/Average Same-Store Communities 152 51,428 88.8 % 14,394,784 96.8 % $ 2,554 ​ 1,052,388 Non-Mature, Commercial Properties & Other 15 3,895 9.9 % 1,600,010 ​ ​ 74,201 Total Real Estate Held for Investment 167 55,323 98.7 % 15,994,794 ​ ​ 1,126,589 Real Estate Held for Disposition (b) 2 373 1.3 % 218,569 ​ ​ 12,234 Total Real Estate Owned 169 55,696 100.0 % 16,213,363 ​ ​ $ 1,138,823 Total Accumulated Depreciation ​ (6,901,026) ​ ​ Total Real Estate Owned, Net of Accumulated Depreciation ​ $ 9,312,337 ​ ​ (a) Monthly Income per Occupied Home represents total monthly revenues divided by the average physical number of occupied apartment homes in our Same-Store portfolio.
Biggest changeBased on the net earnings reported for the year ended December 31, 2025 in our Consolidated Statements of Operations, we would have incurred federal and state GAAP income taxes if we had failed to qualify as a REIT. 40 Table of Contents Summary of Real Estate Portfolio by Geographic Market The following table summarizes our market information by major geographic markets as of and for the year ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ Year Ended December 31, 2025 ​ ​ ​ ​ ​ ​ Percentage ​ Total ​ Weighted ​ Monthly ​ ​ ​ Net ​ ​ Number of ​ Number of ​ of Total ​ Carrying ​ Average ​ Income per ​ Operating ​ ​ Apartment ​ Apartment ​ Carrying ​ Value (in ​ Physical ​ Occupied ​ Income Same-Store Communities ​ Communities ​ Homes ​ Value ​ thousands) ​ Occupancy ​ Home (a) ​ (in thousands) West Region ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Orange County, CA 8 4,305 8.6 % $ 1,423,008 96.9 % $ 3,175 ​ $ 122,657 San Francisco, CA 13 3,144 7.1 % ​ 1,169,933 97.4 % ​ 3,651 ​ ​ 94,139 Seattle, WA 14 2,702 6.9 % 1,132,015 96.9 % 2,973 ​ 69,416 Los Angeles, CA 4 1,225 3.0 % 495,471 96.5 % 3,294 ​ 32,560 Monterey Peninsula, CA 7 1,567 1.3 % 208,608 96.5 % 2,388 ​ 32,347 Other Southern California 3 821 1.4 % 230,542 96.7 % 2,969 ​ 20,205 Portland, OR 1 220 0.2 % 27,016 96.8 % 2,137 ​ 3,956 Northeast Region ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Boston, MA 12 4,667 12.1 % 1,989,427 96.7 % 3,342 ​ 128,760 New York, NY 4 1,945 8.5 % 1,398,883 97.9 % 5,173 ​ 65,640 Philadelphia, PA 4 1,172 2.7 % 447,031 96.9 % 2,558 ​ 23,124 Mid-Atlantic Region ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Metropolitan D.C. 23 8,819 15.4 % 2,547,357 97.1 % 2,479 ​ 174,621 Baltimore, MD 7 2,219 3.5 % 583,229 96.9 % 2,018 ​ 34,662 Richmond, VA ​ 2 ​ 841 ​ 0.6 % ​ 90,839 ​ 96.4 % ​ 1,833 ​ ​ 13,515 Southeast Region ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tampa, FL 11 3,877 4.3 % 714,283 96.7 % 2,152 ​ 63,232 Orlando, FL 10 3,293 3.5 % 569,225 96.6 % 1,923 ​ 50,791 Nashville, TN 8 2,261 1.7 % 280,493 96.3 % 1,742 ​ 32,287 Other Florida 1 636 0.6 % 99,388 96.4 % 2,419 ​ 12,311 Southwest Region ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dallas, TX 19 7,364 8.0 % 1,324,994 97.2 % 1,773 ​ 95,680 Austin, TX 6 1,880 2.0 % 328,647 97.2 % 1,785 ​ 22,389 Denver, CO ​ 2 ​ 510 ​ 1.5 % ​ 252,306 ​ 95.7 % ​ 2,840 ​ ​ 11,885 Total/Average Same-Store Communities 159 53,468 92.9 % 15,312,695 96.9 % $ 2,590 ​ 1,104,177 Non-Mature, Commercial Properties & Other 6 1,772 6.7 % 1,102,305 ​ ​ ​ ​ 57,991 Total Real Estate Held for Investment 165 55,240 99.6 % 16,415,000 ​ ​ ​ ​ 1,162,168 Real Estate Under Development (b) — — 0.4 % 72,885 ​ ​ ​ ​ — Total Real Estate Owned 165 55,240 100.0 % 16,487,885 ​ ​ ​ ​ $ 1,162,168 Total Accumulated Depreciation ​ ​ ​ ​ (7,374,546) ​ ​ ​ ​ ​ Total Real Estate Owned, Net of Accumulated Depreciation ​ ​ ​ ​ $ 9,113,339 ​ ​ ​ ​ ​ (a) Monthly Income per Occupied Home represents total monthly revenues divided by the average physical number of occupied apartment homes in our Same-Store portfolio.
Our payment of amounts due on the notes also is effectively subordinated to all liabilities, whether secured or unsecured, of any of our non-guarantor subsidiaries because, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to such subsidiaries, we, as an equity holder of such subsidiaries, would not receive distributions from such subsidiaries until claims of any creditors of such subsidiaries are satisfied. ​ The following tables present the summarized financial information for the Operating Partnership as of December 31, 2024 and 2023, and for the years ended December 31, 2024, 2023, and 2022.
Our payment of amounts due on the notes also is effectively subordinated to all liabilities, whether secured or unsecured, of any of our non-guarantor subsidiaries because, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to such subsidiaries, we, as an equity holder of such subsidiaries, would not receive distributions from such subsidiaries until claims of any creditors of such subsidiaries are satisfied. ​ The following tables present the summarized financial information for the Operating Partnership as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024, and 2023.
UDR has concluded that it is the primary beneficiary of, and therefore consolidates, the Operating Partnership. ​ The Operating Partnership is the subsidiary guarantor of certain of our registered debt securities, including the $300 million of medium-term notes due September 2026, $300 million of medium-term notes due July 2027, $300 million of medium-term notes due January 2028, $300 million of medium-term notes due January 2029, $600 million of medium-term notes due January 2030, $600 million of medium-term notes due August 2031, $400 million of medium-term notes due August 2032, $350 million of medium-term notes due March 2033, $300 million of medium-term notes 44 Table of Contents due in June 2033, $300 million of medium-term notes due September 2034 and $300 million of medium-term notes due November 2034. ​ The Operating Partnership fully and unconditionally guarantees payment of any principal, premium and interest in full to the holders of the notes described above.
UDR has concluded that it is the primary beneficiary of, and therefore consolidates, the Operating Partnership. ​ The Operating Partnership is the subsidiary guarantor of certain of our registered debt securities, including the $300 million of medium-term notes due September 2026, $300 million of medium-term notes due July 2027, $300 million of medium-term notes due January 2028, $300 million of medium-term notes due January 2029, $600 million of medium-term notes due January 2030, $600 million of medium-term notes due August 2031, $400 million of medium- 43 Table of Contents term notes due August 2032, $350 million of medium-term notes due March 2033, $300 million of medium-term notes due in June 2033, $300 million of medium-term notes due September 2034 and $300 million of medium-term notes due November 2034. ​ The Operating Partnership fully and unconditionally guarantees payment of any principal, premium and interest in full to the holders of the notes described above.
Funds from Operations as Adjusted FFO as Adjusted (“FFOA”) attributable to common stockholders and unitholders is defined as FFO excluding the impact of non-comparable items including, but not limited to, acquisition-related costs, prepayment costs/benefits associated with early debt retirement, impairment write-downs or gains and losses on sales of real estate or other assets incidental to the main business of the Company and income taxes directly associated with those gains and losses, casualty-related expenses and recoveries, severance costs and legal and other costs.
Funds from Operations as Adjusted FFO as Adjusted (“FFOA”) attributable to common stockholders and unitholders is defined as FFO excluding the impact of non-comparable items including, but not limited to, acquisition-related costs, prepayment costs/benefits associated with early debt retirement, impairment write-downs or gains and losses on sales of real estate or other assets incidental to the main business of the Company and income taxes directly associated with those gains and losses, casualty-related expenses and recoveries, severance costs, software transition related costs and legal and other costs.
Our Non-Mature Communities/Other segment represents those communities that do not meet the criteria to be included in Same-Store Communities, including, but not limited to, recently acquired, developed and redeveloped communities, and the non-apartment components of mixed use properties. 42 Table of Contents Liquidity and Capital Resources Liquidity is the ability to meet present and future financial obligations either through operating cash flows, sales of properties, borrowings under our credit agreements, and/or the issuance of debt and/or equity securities.
Our Non-Mature Communities/Other segment represents those communities that do not meet the criteria to be included in Same-Store Communities, including, but not limited to, recently acquired, developed and redeveloped communities, and the non-apartment components of mixed use properties. 41 Table of Contents Liquidity and Capital Resources Liquidity is the ability to meet present and future financial obligations either through operating cash flows, sales of properties, borrowings under our credit agreements, and/or the issuance of debt and/or equity securities.
Based on the Company’s current credit rating, the Working Capital Credit Facility has an interest rate equal to Adjusted SOFR plus a margin of 77.5 basis points. Depending on the Company’s credit rating, the margin ranges from 70 to 140 basis points.
Based on the Company’s current credit rating, the Working Capital Credit Facility has an interest rate equal to SOFR plus a margin of 77.5 basis points. Depending on the Company’s credit rating, the margin ranges from 70 to 140 basis points.
The decrease in cash used in investing activities was primarily due to a decrease in acquisitions, a decrease in spend for development of real estate assets, a decrease in spend for capital expenditures, an increase in distributions received from unconsolidated joint ventures and partnerships, a decrease in cash investments in unconsolidated joint ventures, and a decrease from the net issuance of notes receivable during the current year compared to the prior year, partially offset by a decrease in proceeds from sales of real estate.
The decrease in cash used in investing activities was primarily due to an increase in proceeds from the sales of real estate investments, an increase in distributions received from unconsolidated joint ventures and partnerships, and a decrease in spend for development of real estate assets, partially offset by an increase in acquisitions, an increase in the issuance of notes receivable during the current year compared to the prior year, an increase in investments in unconsolidated joint ventures and partnerships, and an increase in spend for non-real estate capital expenditures.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The credit agreement for these facilities (as amended, the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.5 billion, subject to certain conditions, including obtaining commitments from one or more lenders.
The credit agreement for these facilities (the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.5 billion, subject to certain conditions, including obtaining commitments from one or more lenders.
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, 2024 the Company did not sell any shares of common stock through its ATM program.
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.
The Credit Agreement for these facilities allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.5 billion, subject to certain conditions, including obtaining commitments from one or more lenders.
The credit agreement for these facilities (the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.5 billion, subject to certain conditions, including obtaining commitments from one or more lenders.
In addition, we consider the cost of acquiring similar leases, the foregone rents 40 Table of Contents associated with the lease-up period, and the carrying costs associated with the lease-up period. The fair value of in-place leases is recorded and amortized as amortization expense over the remaining average contractual lease period.
In addition, we consider the cost of acquiring similar leases, the foregone rents 39 Table of Contents associated with the lease-up period, and the carrying costs associated with the lease-up period. The fair value of in-place leases is recorded and amortized as amortization expense over the remaining average contractual lease period.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the consolidated financial statements appearing elsewhere herein and is based primarily on the consolidated financial statements for the years ended December 31, 2024, and 2023.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the consolidated financial statements appearing elsewhere herein and is based primarily on the consolidated financial statements for the years ended December 31, 2025, and 2024.
As of December 31, 2024, we had no outstanding borrowings under the Revolving Credit Facility, leaving $1.3 billion of unused capacity (excluding $3.4 million of letters of credit at December 31, 2024), and $350.0 million of outstanding borrowings under the Term Loan.
As of December 31, 2025, we had no outstanding borrowings under the Revolving Credit Facility, leaving $1.3 billion of unused capacity (excluding $4.3 million of letters of credit at December 31, 2025), and $350.0 million of outstanding borrowings under the Term Loan.
Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI is property management expense, which is calculated as 3.25% of property revenue, and land rent. Property management expense covers costs directly related to consolidated property operations, inclusive of corporate management, regional supervision, accounting and other costs.
Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and 50 Table of Contents marketing. Excluded from NOI is property management expense, which is calculated as 3.25% of property revenue, and land rent. Property management expense covers costs directly related to consolidated property operations, inclusive of corporate management, regional supervision, accounting and other costs.
AFFO should not be considered as an alternative to net income/(loss) (determined in accordance with GAAP) as an indication of 55 Table of Contents financial performance, or as an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions.
AFFO should not be considered as an alternative to net income/(loss) (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions.
However, the majority of our apartment leases have initial terms of 12 months or less, which in an inflationary environment, and absent other factors such as increased supply, generally enables us to compensate for inflationary effects by increasing rents on our apartment homes.
However, the majority of our apartment leases have initial terms of 12 months or less, which in an inflationary environment, and absent other factors such as increased 53 Table of Contents supply, generally enables us to compensate for inflationary effects by increasing rents on our apartment homes.
We believe that Net income/(loss) attributable to common stockholders is the most directly comparable GAAP financial measure to AFFO. Management believes that AFFO is a widely recognized measure of the operations of REITs, and presenting AFFO enables investors to assess our performance in comparison to other REITs.
We believe that Net income/(loss) attributable to common 54 Table of Contents stockholders is the most directly comparable GAAP financial measure to AFFO. Management believes that AFFO is a widely recognized measure of the operations of REITs, and presenting AFFO enables investors to assess our performance in comparison to other REITs.
(d) Average number of homes is calculated based on the number of homes outstanding at the end of each month. ​ 47 Table of Contents We intend to continue to selectively add NOI enhancing improvements, which we believe will provide a return on investment in excess of our cost of capital.
(d) Average number of homes is calculated based on the number of homes outstanding at the end of each month. ​ We intend to continue to selectively add NOI enhancing improvements, which we believe will provide a return on investment in excess of our cost of capital.
As of December 31, 2024, we had 14.0 million shares of common stock available for future issuance under the ATM program.
As of December 31, 2025, we had 14.0 million shares of common stock available for future issuance under the ATM program.
Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to Adjusted SOFR plus a margin of 77.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to Adjusted SOFR plus a margin of 83.0 basis points.
Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to SOFR plus a margin of 77.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to SOFR plus a margin of 85.0 basis points.
The transaction was accounted for as a partial sale and resulted in a gain of approximately $325.9 million, which was recorded in Gain/(loss) on sale of real estate owned on the Consolidated Statement of Operations, which consisted of the gain on the partial sale and the initial measurement of our retained interest at fair value.
The transaction was accounted for as a partial sale and resulted in a gain of approximately $195.0 million, which was recorded in Gain/(loss) on sale of real estate owned on the Consolidated Statement of Operations, which consisted of the gain on the partial sale and the initial measurement of our retained interest at fair value.
This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023 of UDR, Inc.
This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024 of UDR, Inc.
Amounts capitalized during the years ended December 31, 2024, 2023, and 2022 were $24.4 million, $23.2 million, and $31.3 million, respectively. 39 Table of Contents Investment in Unconsolidated Entities We may enter into various joint venture agreements and/or partnerships with unrelated third parties to hold or develop real estate assets.
Amounts capitalized during the years ended December 31, 2025, 2024, and 2023 were $15.4 million, $24.4 million, and $23.2 million, respectively. 38 Table of Contents Investment in Unconsolidated Entities We may enter into various joint venture agreements and/or partnerships with unrelated third parties to hold or develop real estate assets.
During 2024, we incurred gross interest costs of $205.0 million, of which $9.3 million was capitalized. ​ We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material. ​ Guarantor Subsidiary Summarized Financial Information ​ UDR has certain outstanding debt securities that are guaranteed by the Operating Partnership.
During 2025, we incurred gross interest costs of $205.2 million, of which $8.6 million was capitalized. ​ We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material. ​ Guarantor Subsidiary Summarized Financial Information ​ UDR has certain outstanding debt securities that are guaranteed by the Operating Partnership.
The Same-Store Community apartment home population for the year ended December 31, 2024, was 51,428. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management to use judgment in the application of accounting policies, including making estimates and assumptions.
The Same-Store Community apartment home population for the year ended December 31, 2025, was 53,468. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management to use judgment in the application of accounting policies, including making estimates and assumptions.
As of December 31, 2024, we had $9.4 million of outstanding borrowings under the Working Capital Credit Facility, leaving $65.6 million of unused capacity. The bank revolving credit facilities and the term loan are subject to customary financial covenants and limitations, all of which we were in compliance with at December 31, 2024.
As of December 31, 2025, we had $26.4 million of outstanding borrowings under the Working Capital Credit Facility, leaving $48.6 million of unused capacity. The bank revolving credit facilities and the term loan are subject to customary financial covenants and limitations, all of which we were in compliance with at December 31, 2025.
Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 70 to 140 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 75 to 160 basis points.
Depending on the Company’s credit rating, the margin under the Revolving 48 Table of Contents Credit Facility ranges from 70 to 140 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 75 to 160 basis points.
In August 2024, the Company amended the Revolving Credit Facility to extend the maturity date to August 31, 2028, with two six-month extension options. The Revolving Credit Facility was previously set to mature on January 31, 2026, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of January 31, 2027.
The Revolving Credit Facility has a scheduled maturity date of August 31, 2028, with two six-month extension options, subject to certain conditions. In September 2025, the Company amended the Term Loan to extend the maturity date to January 2029, with two one-year extension options, subject to certain conditions. The Term Loan was previously set to mature on January 31, 2027.
In addition, the Credit Agreement allows for the Company in consultation with the sustainability structuring agent to propose key performance indicators with respect to certain environmental, social, and governance goals of the Company, and thresholds or targets with respect thereto, and a related amendment to the Credit Agreement, that if entered into may allow a change in the applicable margin for the Revolving Credit Facility of up to four basis points and a change in the applicable facility fee of up to one basis point.
In addition, the Credit Agreement allows for the Company in consultation with the sustainability structuring agent to propose key performance indicators with respect to certain environmental, social, and governance goals of the Company, and thresholds or targets with respect thereto, and a related amendment to the Credit Agreement, that if entered into may allow a change in the applicable margin for the Term Loan of up to five basis points.
Adjusted Funds from Operations Adjusted FFO (“AFFO”) attributable to common stockholders and unitholders is defined as FFOA less recurring capital expenditures on consolidated communities that are necessary to help preserve the value of and maintain functionality at our communities.
Adjusted Funds from Operations Adjusted FFO (“AFFO”) attributable to common stockholders and unitholders is defined as FFOA less recurring capital expenditures on consolidated communities and the Company’s proportionate share of recurring capital expenditures on unconsolidated partnerships and joint ventures, that are necessary to help preserve the value of and maintain functionality at our communities.
For the year ended December 31, 2024, total capital expenditures of $246.5 million or $4,458 per stabilized home, which in aggregate include recurring capital expenditures and major renovations, were spent across our portfolio, excluding development, as compared to $303.7 million or $5,567 per stabilized home for the prior year.
For the year ended December 31, 2025, total capital expenditures of $255.1 million or $4,622 per stabilized home, which in aggregate include recurring capital expenditures and major renovations, were spent across our portfolio, excluding development, as compared to $246.5 million or $4,458 per stabilized home for the prior year.
The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a scheduled maturity date of January 12, 2026. In December 2024, the Company extended the maturity date from January 12, 2025 to January 12, 2026.
The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a scheduled maturity date of January 12, 2027. In December 2025, the Company extended the maturity date from January 12, 2026 to January 12, 2027, with two one-year extension options.
Noncontrolling Interest For the years ended December 31, 2024 and 2023, the Company recognized net income attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership of $6.2 million and $30.1 million, respectively.
Noncontrolling Interest For the years ended December 31, 2025 and 2024, the Company recognized net income attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership of $26.0 million and $6.2 million, respectively.
Financing Activities For the years ended December 31, 2024 and 2023, Net cash provided by/(used in) financing activities was $(599.9) million and $(538.9) million, respectively.
Financing Activities For the years ended December 31, 2025 and 2024, Net cash provided by/(used in) financing activities was $(750.4) million and $(599.9) million, respectively.
Credit Facilities and Commercial Paper Program The Company has a $1.3 billion Revolving Credit Facility and a $350.0 million Term Loan.
Credit Facilities and Commercial Paper Program The Company has a $1.3 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan (the “Term Loan”).
During 2025, we have approximately $178.3 million of secured debt maturing, inclusive of principal amortization, and $289.9 million of unsecured debt maturing. We anticipate repaying the debt due in 2025 with cash flow from our operations, proceeds from debt or equity offerings, proceeds from dispositions of properties, or from borrowings under our credit agreements and our unsecured commercial paper program.
During 2026, we have approximately $56.7 million of secured debt maturing, inclusive of principal amortization, and $745.0 million of unsecured debt maturing. We anticipate repaying the debt due in 2026 with cash flow from our operations, proceeds from debt or equity offerings, proceeds from dispositions of properties, or from borrowings under our credit agreements and our unsecured commercial paper program.
The operating margin (property net operating income divided by property rental income) was 69.0% and 69.6% for the years ended December 31, 2024 and 2023, respectively.
The operating margin (property net operating income divided by property rental income) was 68.6% and 68.6% for the years ended December 31, 2025 and 2024, respectively.
Operating Activities For the year ended December 31, 2024, our Net cash provided by/(used in) operating activities was $876.8 million compared to $832.7 million for 2023.
Operating Activities For the year ended December 31, 2025, our Net cash provided by/(used in) operating activities was $902.9 million compared to $876.8 million for 2024.
At December 31, 2024, our consolidated real estate portfolio included 169 communities in 13 states plus the District of Columbia totaling 55,696 apartment homes. In addition, we have an ownership interest in 10,860 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 6,436 apartment homes owned by entities in which we hold preferred equity investments.
At December 31, 2025, our consolidated real estate portfolio included 165 communities in 12 states plus the District of Columbia totaling 55,240 apartment homes. In addition, we have an ownership interest in 12,167 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 6,766 apartment homes owned by entities in which we hold preferred equity investments.
Investing Activities For the year ended December 31, 2024, Net cash provided by/(used in) investing activities was $(276.4) million compared to $(289.1) million for 2023.
Investing Activities For the year ended December 31, 2025, Net cash provided by/(used in) investing activities was $(151.0) million compared to $(276.4) million for 2024.
Net Income/(Loss) Attributable to Common Stockholders Net income/(loss) attributable to common stockholders was $84.8 million ($0.26 per diluted share) for the year ended December 31, 2024, as compared to $439.5 million ($1.34 per diluted share) for the prior year.
Net Income/(Loss) Attributable to Common Stockholders Net income/(loss) attributable to common stockholders was $372.9 million ($1.13 per diluted share) for the year ended December 31, 2025, as compared to $84.8 million ($0.26 per diluted share) for the prior year.
The increase in cash flow from operating activities was primarily due to an increase in net operating income (“NOI”), primarily driven by higher revenue per occupied home, an increase in weighted average physical occupancy, NOI from additional operating communities, and an increase in operating distributions from our unconsolidated joint ventures, partially offset by higher borrowing costs .
The increase in cash flow from operating activities was primarily due to an increase in net operating income (“NOI”), primarily driven by higher revenue per occupied home and an increase in weighted average physical occupancy and changes in operating assets and liabilities, partially offset by a decrease in operating distributions from our unconsolidated joint ventures and partnerships .
A presentation of cash flow metrics based on GAAP is as follows ( dollars in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Net cash provided by/(used in) operating activities $ 876,848 $ 832,664 Net cash provided by/(used in) investing activities ​ (276,351) (289,138) Net cash provided by/(used in) financing activities ​ (599,936) (538,854) ​ ​ Results of Operations The following discussion explains the changes in results of operations that are presented in our Consolidated Statements of Operations for the years ended December 31, 2024 and 2023.
A presentation of cash flow metrics based on GAAP is as follows ( dollars in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 Net cash provided by/(used in) operating activities ​ ​ ​ $ 902,887 ​ ​ ​ $ 876,848 Net cash provided by/(used in) investing activities ​ (150,990) (276,351) Net cash provided by/(used in) financing activities ​ (750,392) (599,936) ​ 49 Table of Contents ​ Results of Operations The following discussion explains the changes in results of operations that are presented in our Consolidated Statements of Operations for the years ended December 31, 2025 and 2024.
NOI for our Same-Store Community properties increased 1.5%, or $15.3 million, for the year ended December 31, 2024 compared to the same period in 2023. The increase in property NOI was attributable to a 2.3%, or $34.7 million, increase in property rental income, which was partially offset by a 4.3%, or $19.4 million, increase in operating expenses .
NOI for our Same-Store Community properties increased 2.3%, or $24.3 million, for the year ended December 31, 2025 compared to the same period in 2024. The increase in property NOI was attributable to a 2.4%, or $37.2 million, increase in property rental income, which was partially offset by a 2.6%, or $12.9 million, increase in operating expenses .
The increase was primarily attributable to a $24.2 million increase in NOI from stabilized, non-mature communities, primarily due to development communities completed becoming stabilized and communities acquired in 2023 being owned for the full year, and a $5.1 million increase in non-residential/other NOI primarily due to higher retail tenant rents, partially offset by a $22.8 million decrease in sold and held for disposition communities NOI due to the sale of an operating community and two operating communities being held for disposition during the year ended December 31, 2024 as compared to the sale of one operating community, one operating community held for disposition during the year ended December 31, 2023, and the partial sale of four operating communities in 2023.
The decrease was primarily attributable to a $13.1 million decrease in sold and held for disposition communities NOI due to the sale of two operating communities and the partial sale of four operating communities during the year ended December 31, 2025, and a $2.8 million decrease in non-residential/other NOI primarily due to lower retail tenant rents, partially offset by a $13.9 52 Table of Contents million increase in NOI from stabilized, non-mature communities, primarily due to completed development communities and an acquired community becoming stabilized.
Although the Company considers NOI a useful measure of operating performance, NOI should not be considered an alternative to net income or net cash flow from operating activities as determined in accordance with GAAP.
Although the Company considers NOI a useful measure of operating performance, NOI should not be considered an alternative to net income or net cash flow from operating activities as determined in accordance with GAAP. NOI excludes several income and expense categories as detailed in the reconciliation of NOI to Net income/(loss) attributable to UDR, Inc. below.
This analysis does not consider the effects of the adjusted level of overall economic activity that could exist in such an environment or actions we may take to further mitigate our exposure to the change.
These amounts are determined by considering the impact of hypothetical interest rates on our borrowing cost. This analysis does not consider the effects of the adjusted level of overall economic activity that could exist in such an environment or actions we may take to further mitigate our exposure to the change.
The decrease of $30.1 million was primarily due to a $37.3 million non-cash loan reserve related to one of the Company’s joint venture loan investments during the year end December 31, 2024, which was due to the Company’s assessment of the borrower’s ability to make future scheduled payments on the senior loan and a decrease in the value of the operating community, partially offset by a $9.7 million increase in interest income from our notes receivables primarily due to higher outstanding balances during the year ended December 31, 2024 , as compared the same period in 2023 . 53 Table of Contents Interest expense For the years ended December 31, 2024 and 2023, the Company recognized interest expense of $195.7 million and $180.9 million, respectively.
The increase of $31.5 million was primarily due to no non-cash loan reserve in 2025 as compared to a recorded $37.3 million non-cash loan reserve related to one of the Company’s joint venture loan investments during the year end December 31, 2024, which was due to the Company’s assessment of the borrower’s ability to make future scheduled payments on the senior loan and a decrease in the value of the operating community, partially offset by a $6.6 million decrease in interest income from our notes receivables primarily due to lower notes receivable balances during the year ended December 31, 2025 , as compared the same period in 2024 .
The following table outlines our reconciliation of Net income/(loss) attributable to common stockholders to FFO, FFOA, and AFFO for the years ended December 31, 2024, 2023, and 2022 ( dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Net income/(loss) attributable to common stockholders ​ $ 84,750 ​ $ 439,505 ​ $ 82,512 Real estate depreciation and amortization ​ 676,068 ​ 676,419 ​ 665,228 Noncontrolling interests ​ 6,292 ​ 30,135 ​ 5,655 Real estate depreciation and amortization on unconsolidated joint ventures ​ 53,727 ​ 42,622 ​ 30,062 Impairment loss from unconsolidated joint ventures ​ ​ 8,083 ​ ​ — ​ ​ — Net (gain)/loss on consolidation ​ ​ — ​ ​ 24,257 ​ ​ — Net gain on the sale of depreciable real estate owned, net of tax ​ (16,867) ​ (349,993) ​ (25,494) FFO attributable to common stockholders and unitholders, basic ​ $ 812,053 ​ $ 862,945 ​ $ 757,963 Distributions to preferred stockholders — Series E (Convertible) ​ 4,835 ​ 4,848 ​ 4,412 FFO attributable to common stockholders and unitholders, diluted ​ $ 816,888 ​ $ 867,793 ​ $ 762,375 Income/(loss) per weighted average common share, diluted ​ $ 0.26 ​ $ 1.34 ​ $ 0.26 FFO per weighted average common share and unit, basic ​ $ 2.30 ​ $ 2.46 ​ $ 2.21 FFO per weighted average common share and unit, diluted ​ $ 2.29 ​ $ 2.45 ​ $ 2.20 Weighted average number of common shares and OP/DownREIT Units outstanding — basic ​ 353,283 ​ 351,175 ​ 343,149 Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding — diluted ​ 356,957 ​ 354,422 ​ 347,094 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impact of adjustments to FFO: ​ ​ ​ ​ ​ ​ Variable upside participation on preferred equity investment, net ​ $ — ​ $ (204) ​ $ (10,622) Legal and other costs ​ 13,315 ​ 2,869 ​ 1,493 Realized and unrealized (gain)/loss on real estate technology investments, net of tax ​ ​ (8,019) ​ ​ (3,051) ​ ​ 45,671 Severance costs ​ 10,556 ​ 4,164 ​ 441 Provision for loan loss (a) ​ ​ 37,271 ​ ​ — ​ ​ — Casualty-related charges/(recoveries), net ​ 15,179 ​ 3,138 ​ 9,733 Total impact of adjustments to FFO ​ $ 68,302 ​ $ 6,916 ​ $ 46,716 FFOA attributable to common stockholders and unitholders, diluted ​ $ 885,190 ​ $ 874,709 ​ $ 809,091 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FFOA per weighted average common share and unit, diluted ​ $ 2.48 ​ $ 2.47 ​ $ 2.33 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recurring capital expenditures, inclusive of unconsolidated joint ventures ​ (105,116) ​ (90,917) ​ (77,710) AFFO attributable to common stockholders and unitholders, diluted ​ $ 780,074 ​ $ 783,792 ​ $ 731,381 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO per weighted average common share and unit, diluted ​ $ 2.19 ​ $ 2.21 ​ $ 2.11 (a) During the year ended December 31, 2024, the Company recorded a $37.3 million non-cash loan reserve related to one of its note receivable investments. ​ 56 Table of Contents The following table is our reconciliation of FFO share information to weighted average common shares outstanding, basic and diluted, reflected on the UDR Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022 (shares in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Weighted average number of common shares and OP/DownREIT Units outstanding — basic 353,283 351,175 343,149 Weighted average number of OP/DownREIT Units outstanding (23,993) (22,410) (21,478) Weighted average number of common shares outstanding — basic per the Consolidated Statements of Operations 329,290 328,765 321,671 ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding — diluted 356,957 354,422 347,094 Weighted average number of OP/DownREIT Units outstanding (23,993) (22,410) (21,478) Weighted average number of Series E Cumulative Convertible Preferred shares outstanding (2,848) (2,908) (2,916) Weighted average number of common shares outstanding — diluted per the Consolidated Statements of Operations 330,116 329,104 322,700 ​ ​ ​ ​ ​
The following table outlines our reconciliation of Net income/(loss) attributable to common stockholders to FFO, FFOA, and AFFO for the years ended December 31, 2025, 2024, and 2023 ( dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net income/(loss) attributable to common stockholders ​ $ 372,865 ​ $ 84,750 ​ $ 439,505 Real estate depreciation and amortization ​ 654,121 ​ 676,068 ​ 676,419 Noncontrolling interests ​ 26,011 ​ 6,292 ​ 30,135 Real estate depreciation and amortization on unconsolidated joint ventures ​ 51,829 ​ 53,727 ​ 42,622 Impairment loss from unconsolidated joint ventures ​ ​ — ​ ​ 8,083 ​ ​ — Net (gain)/loss on consolidation ​ ​ (286) ​ ​ — ​ ​ 24,257 Net gain on the sale of depreciable real estate owned, net of tax ​ (242,913) ​ (16,867) ​ (349,993) FFO attributable to common stockholders and unitholders, basic ​ $ 861,627 ​ $ 812,053 ​ $ 862,945 Distributions to preferred stockholders — Series E (Convertible) ​ 4,839 ​ 4,835 ​ 4,848 FFO attributable to common stockholders and unitholders, diluted ​ $ 866,466 ​ $ 816,888 ​ $ 867,793 Income/(loss) per weighted average common share, diluted ​ $ 1.13 ​ $ 0.26 ​ $ 1.34 FFO per weighted average common share and unit, basic ​ $ 2.44 ​ $ 2.30 ​ $ 2.46 FFO per weighted average common share and unit, diluted ​ $ 2.43 ​ $ 2.29 ​ $ 2.45 Weighted average number of common shares and OP/DownREIT Units outstanding — basic ​ 353,139 ​ 353,283 ​ 351,175 Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding — diluted ​ 356,686 ​ 356,957 ​ 354,422 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impact of adjustments to FFO: ​ ​ ​ ​ ​ ​ Variable upside participation on preferred equity investment, net ​ $ — ​ $ — ​ $ (204) Legal and other costs ​ 13,479 ​ 13,315 ​ 2,869 Realized and unrealized (gain)/loss on real estate technology investments, net of tax ​ ​ (4,040) ​ ​ (8,019) ​ ​ (3,051) Severance costs ​ 9,514 ​ 10,556 ​ 4,164 Provision for loan loss ​ ​ — ​ ​ 37,271 ​ ​ — Software transition related costs ​ ​ 9,263 ​ ​ — ​ ​ — Casualty-related charges/(recoveries) ​ 11,682 ​ 15,179 ​ 3,138 Total impact of adjustments to FFO ​ $ 39,898 ​ $ 68,302 ​ $ 6,916 FFOA attributable to common stockholders and unitholders, diluted ​ $ 906,364 ​ $ 885,190 ​ $ 874,709 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FFOA per weighted average common share and unit, diluted ​ $ 2.54 ​ $ 2.48 ​ $ 2.47 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recurring capital expenditures, inclusive of unconsolidated joint ventures ​ (113,756) ​ (105,116) ​ (90,917) AFFO attributable to common stockholders and unitholders, diluted ​ $ 792,608 ​ $ 780,074 ​ $ 783,792 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO per weighted average common share and unit, diluted ​ $ 2.22 ​ $ 2.19 ​ $ 2.21 ​ 55 Table of Contents The following table is our reconciliation of FFO share information to weighted average common shares outstanding, basic and diluted, reflected on the UDR Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 (shares in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Weighted average number of common shares and OP/DownREIT Units outstanding — basic 353,139 353,283 351,175 Weighted average number of OP/DownREIT Units outstanding (22,817) (23,993) (22,410) Weighted average number of common shares outstanding — basic per the Consolidated Statements of Operations 330,322 329,290 328,765 ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding — diluted 356,686 356,957 354,422 Weighted average number of OP/DownREIT Units outstanding (22,817) (23,993) (22,410) Weighted average number of Series E Cumulative Convertible Preferred shares outstanding (2,816) (2,848) (2,908) Weighted average number of common shares outstanding — diluted per the Consolidated Statements of Operations 331,053 330,116 329,104 ​ ​ ​ ​ ​
In August 2024, the Company amended the Revolving Credit Facility to extend the maturity date to August 31, 2028, with two six-month extension options. The Revolving Credit Facility was previously set to mature on January 31, 2026, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of January 31, 2027.
The Revolving Credit Facility has a scheduled maturity date of August 31, 2028, with two six-month extension options, subject to certain conditions. In September 2025, the Company amended the Term Loan to extend the maturity date to January 2029, with two one-year extension options, subject to certain conditions.
The following significant financing activities occurred during the year ended December 31, 2024: ● issued $300.0 million of 5.125% senior unsecured medium-term notes due September 2034, for net proceeds of $296.9 million; ● repaid $138.0 million of secured debt; ● repaid $15.6 million of unsecured debt; ● repaid $118.2 million, net on our unsecured commercial paper program; ● paid $42.8 million of distributions to redeemable noncontrolling interests; and ● paid $558.5 million of distributions to our common stockholders. 48 Table of Contents The following significant financing activities occurred during the year ended December 31, 2023: ● repurchased 0.6 million shares of common stock at an average price of $40.13 per share for approximately $25.0 million; ● received net proceeds of $108.1 million on our unsecured commercial paper program; ● repaid $23.4 million on our revolving bank debt; ● paid $35.6 million of distributions to redeemable noncontrolling interests; and ● paid $539.9 million of distributions to our common stockholders.
The following significant financing activities occurred during the year ended December 31, 2024: ● issued $300.0 million of 5.125% senior unsecured medium-term notes due September 2034, for net proceeds of $296.9 million; ● repaid $138.0 million of secured debt; ● repaid $15.6 million of unsecured debt; ● repaid $118.2 million, net on our unsecured commercial paper program; ● paid $42.8 million of distributions to redeemable noncontrolling interests; and ● paid $558.5 million of distributions to our common stockholders.
The remaining 7.6%, or $86.4 million, of our total NOI during the year ended December 31, 2024 was generated from our Non-Mature Communities/Other . NOI from Non-Mature Communities/Other increased by 11.3%, or $8.8 million, for the year ended December 31, 2024 as compared to the same period in 2023.
The remaining 5.0%, or $58.0 million, of our total NOI during the year ended December 31, 2025 was generated from our Non-Mature Communities/Other . NOI from Non-Mature Communities/Other decreased by 1.6%, or $1.0 million, for the year ended December 31, 2025 as compared to the same period in 2024.
The information presented below excludes eliminations necessary to arrive at the information on a consolidated basis (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 Total real estate, net $ 2,562,075 $ 2,629,267 Cash and cash equivalents ​ — ​ 5 Operating lease right-of-use assets ​ 187,886 ​ 191,673 Other assets ​ 47,907 ​ 75,464 Total assets $ 2,797,868 $ 2,896,409 ​ ​ ​ ​ ​ ​ ​ Secured debt, net ​ $ 377,724 ​ $ 377,262 Notes payable to UDR (a) ​ ​ 1,429,849 ​ ​ 1,298,903 Operating lease liabilities ​ ​ 183,215 ​ ​ 186,939 Other liabilities ​ 139,910 ​ 133,595 Total liabilities ​ 2,130,698 ​ 1,996,699 Total capital ​ $ 667,170 ​ $ 899,710 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2024 2023 ​ 2022 Total revenue ​ $ 600,425 $ 561,441 ​ $ 511,560 Property operating expenses ​ (271,781) ​ (243,842) ​ (217,048) Real estate depreciation and amortization ​ (187,821) ​ (166,744) ​ (155,451) Operating income/(loss) ​ 140,823 ​ 150,855 ​ 139,061 Interest expense (a) ​ (69,933) ​ (55,729) ​ (37,792) Other income/(loss) ​ 6,595 ​ 6,231 ​ (3,589) Net income/(loss) ​ $ 77,485 $ 101,357 $ 97,680 45 Table of Contents (a) All $1.4 billion and $1.3 billion notes payable to UDR as of December 31, 2024 and 2023, respectively, and $53.6 million, $47.2 million and $35.7 million of interest expense on notes payable to UDR for the years ended December 31, 2024, 2023, and 2022, respectively, eliminate upon consolidation of UDR’s consolidated financial statements. ​ Statements of Cash Flows The following discussion explains the changes in Net cash provided by/(used in) operating activities , Net cash provided by/(used in) investing activities , and Net cash provided by/(used in) financing activities that are presented in our Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023.
The information presented below excludes eliminations necessary to arrive at the information on a consolidated basis (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Total real estate, net $ 2,624,249 $ 2,562,075 Operating lease right-of-use assets ​ 188,343 ​ 187,886 Other assets ​ 37,548 ​ 47,907 Total assets $ 2,850,140 $ 2,797,868 ​ ​ ​ ​ ​ ​ ​ Secured debt, net ​ $ 375,820 ​ $ 377,724 Notes payable to UDR (a) ​ ​ 1,697,552 ​ ​ 1,429,849 Operating lease liabilities ​ ​ 183,731 ​ ​ 183,215 Other liabilities ​ 146,348 ​ 139,910 Total liabilities ​ 2,403,451 ​ 2,130,698 Total capital ​ $ 446,689 ​ $ 667,170 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ 2023 Total revenue ​ $ 614,855 $ 600,425 ​ $ 561,441 Property operating expenses ​ (263,801) ​ (271,781) ​ (243,842) Real estate depreciation and amortization ​ (188,172) ​ (187,821) ​ (166,744) Operating income/(loss) ​ 162,882 ​ 140,823 ​ 150,855 Interest expense (a) ​ (75,211) ​ (69,933) ​ (55,729) Other income/(loss) ​ 12,436 ​ 6,595 ​ 6,231 Net income/(loss) ​ $ 100,107 $ 77,485 $ 101,357 44 Table of Contents (a) All $1.7 billion and $1.4 billion notes payable to UDR as of December 31, 2025 and 2024, respectively, and $58.0 million, $53.6 million and $47.2 million of interest expense on notes payable to UDR for the years ended December 31, 2025, 2024, and 2023, respectively, eliminate upon consolidation of UDR’s consolidated financial statements. ​ Statements of Cash Flows The following discussion explains the changes in Net cash provided by/(used in) operating activities , Net cash provided by/(used in) investing activities , and Net cash provided by/(used in) financing activities that are presented in our Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024.
(d) Primarily non-residential revenue and expense. ​ The following table is our reconciliation of Net income/(loss) attributable to UDR, Inc. to total property NOI for each of the periods presented ( dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Net income/(loss) attributable to UDR, Inc. ​ $ 89,585 ​ $ 444,353 Joint venture management and other fees ​ (8,317) ​ (6,843) Property management ​ 54,065 ​ 52,671 Other operating expenses ​ 30,416 ​ 20,222 Real estate depreciation and amortization ​ 676,068 ​ 676,419 General and administrative ​ 84,305 ​ 69,929 Casualty-related charges/(recoveries), net ​ 15,179 ​ 3,138 Other depreciation and amortization ​ 19,405 ​ 15,419 (Gain)/loss on sale of real estate owned ​ ​ (16,867) ​ ​ (351,193) (Income)/loss from unconsolidated entities ​ (20,235) ​ (4,693) Interest expense ​ 195,712 ​ 180,866 Interest income and other (income)/expense, net ​ 12,336 ​ (17,759) Tax provision/(benefit), net ​ 879 ​ 2,106 Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership ​ 6,246 ​ 30,104 Net income/(loss) attributable to noncontrolling interests ​ 46 ​ 31 Total property NOI ​ $ 1,138,823 ​ $ 1,114,770 ​ Same-Store Communities Our Same-Store Community properties (those acquired, developed, and stabilized prior to January 1, 2023 and held on December 31, 2024) consisted of 51,428 apartment homes and provided 92.4% of our total NOI for the year ended December 31, 2024.
(d) Primarily non-residential retail revenue and expense. ​ 51 Table of Contents The following table is our reconciliation of Net income/(loss) attributable to UDR, Inc. to total property NOI for each of the periods presented ( dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Net income/(loss) attributable to UDR, Inc. ​ $ 377,704 ​ $ 89,585 ​ Joint venture management and other fees ​ (11,361) ​ (8,317) ​ Property management ​ 55,281 ​ 54,065 ​ Other operating expenses ​ 30,734 ​ 30,416 ​ Real estate depreciation and amortization ​ 654,121 ​ 676,068 ​ General and administrative ​ 85,104 ​ 84,305 ​ Casualty-related charges/(recoveries), net ​ 11,682 ​ 15,179 ​ Other depreciation and amortization ​ 25,914 ​ 19,405 ​ (Gain)/loss on sale of real estate owned ​ ​ (242,913) ​ ​ (16,867) ​ (Income)/loss from unconsolidated entities ​ (28,388) ​ (20,235) ​ Interest expense ​ 196,619 ​ 195,712 ​ Interest income and other (income)/expense, net ​ (19,175) ​ 12,336 ​ Tax provision/(benefit), net ​ 835 ​ 879 ​ Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership ​ 25,965 ​ 6,246 ​ Net income/(loss) attributable to noncontrolling interests ​ 46 ​ 46 ​ Total property NOI ​ $ 1,162,168 ​ $ 1,138,823 ​ ​ Same-Store Communities Our Same-Store Community properties (those acquired, developed, and stabilized prior to January 1, 2024 and held on December 31, 2025) consisted of 53,468 apartment homes and provided 95.0% of our total NOI for the year ended December 31, 2025.
Although an extreme or sustained escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe this had a material impact on our results for the year ended December 31, 2024 . 54 Table of Contents Funds from Operations, Funds from Operations as Adjusted, and Adjusted Funds from Operations Funds from Operations Funds from operations (“FFO”) attributable to common stockholders and unitholders is defined as Net income/(loss) attributable to common stockholders (computed in accordance with GAAP), excluding impairment write-downs of depreciable real estate related to the main business of the Company or of investments in non-consolidated investees that are directly attributable to decreases in the fair value of depreciable real estate held by the investee, gains and losses from sales of depreciable real estate related to the main business of the Company and income taxes directly associated with those gains and losses, plus real estate depreciation and amortization, and after adjustments for noncontrolling interests, and the Company’s share of unconsolidated partnerships and joint ventures.
Funds from Operations, Funds from Operations as Adjusted, and Adjusted Funds from Operations Funds from Operations Funds from operations (“FFO”) attributable to common stockholders and unitholders is defined as Net income/(loss) attributable to common stockholders (computed in accordance with GAAP), excluding impairment write-downs of depreciable real estate related to the main business of the Company or of investments in non-consolidated investees that are directly attributable to decreases in the fair value of depreciable real estate held by the investee, gains and losses from sales of depreciable real estate related to the main business of the Company and income taxes directly associated with those gains and losses, plus real estate depreciation and amortization, and after adjustments for noncontrolling interests, and the Company’s share of unconsolidated partnerships and joint ventures.
Acquisitions In January 2024, the Company acquired its joint venture partner’s common equity interest in a 173 apartment home operating community located in Oakland, California for $1.4 million. The community was previously owned by a consolidated joint venture of the Company.
The Company increased its real estate assets owned by approximately $144.4 million and recorded $3.3 million of in-place lease intangibles. ​ In January 2024, the Company acquired its joint venture partner’s common equity interest in a 173 apartment home operating community located in Oakland, California for $1.4 million.
The following table outlines capital expenditures and repair and maintenance costs for all of our communities, excluding real estate under development, for the years ended December 31, 2024 and 2023 ( dollars in thousands except Per Home amounts ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Per Home ​ ​ Year Ended December 31, ​ Year Ended December 31, ​ 2024 2023 % Change 2024 2023 % Change Turnover capital expenditures ​ $ 19,230 ​ $ 17,595 9.3 % $ 348 ​ $ 323 7.7 % Asset preservation expenditures ​ 79,456 ​ 68,017 16.8 % 1,437 ​ 1,249 15.1 % Total recurring capital expenditures ​ 98,686 ​ 85,612 15.3 % 1,785 ​ 1,572 13.5 % NOI enhancing improvements (a) ​ 92,668 ​ 90,627 2.3 % 1,676 ​ 1,664 0.7 % Major renovations (b) ​ 51,441 ​ 123,324 (58.3) % 930 ​ 2,264 (58.9) % Operations platform ​ ​ 3,715 ​ ​ 4,144 ​ (10.4) % ​ 67 ​ ​ 76 ​ (11.8) % Total capital expenditures (c) ​ $ 246,510 ​ $ 303,707 (18.8) % $ 4,458 ​ $ 5,576 (20.1) % Repair and maintenance expense ​ $ 101,223 ​ $ 94,958 6.6 % $ 1,830 ​ $ 1,743 5.0 % Average home count (d) ​ 55,301 ​ 54,476 1.5 % ​ ​ ​ ​ ​ ​ ​ ​ (a) NOI enhancing improvements are expenditures that result in increased income generation or decreased expense growth.
The following table outlines capital expenditures and repair and maintenance costs for all of our communities, excluding real estate under development, for the years ended December 31, 2025 and 2024 ( dollars in thousands except Per Home amounts ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Per Home ​ ​ Year Ended December 31, ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ % Change ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ % Change Turnover capital expenditures ​ $ 17,612 ​ $ 19,230 (8.4) % $ 319 ​ $ 348 (8.3) % Asset preservation expenditures ​ 88,362 ​ 79,456 11.2 % 1,601 ​ 1,437 11.4 % Total recurring capital expenditures ​ 105,974 ​ 98,686 7.4 % 1,920 ​ 1,785 7.6 % NOI enhancing improvements (a) ​ 84,646 ​ 92,668 (8.7) % 1,533 ​ 1,676 (8.5) % Major renovations (b) ​ 56,094 ​ 51,441 9.0 % 1,016 ​ 930 9.2 % Operations platform ​ ​ 8,418 ​ ​ 3,715 ​ 126.6 % ​ 153 ​ ​ 67 ​ 128.4 % Total capital expenditures (c) ​ $ 255,132 ​ $ 246,510 3.5 % $ 4,622 ​ $ 4,458 3.7 % Repair and maintenance expense ​ $ 102,649 ​ $ 101,223 1.4 % $ 1,860 ​ $ 1,830 1.6 % Average home count (d) ​ 55,200 ​ 55,301 (0.2) % ​ ​ ​ ​ ​ ​ ​ ​ (a) NOI enhancing improvements are expenditures that we believe will result in increased income generation or decreased expense growth.
The decrease in 2024 as compared to 2023 was primarily attributed to the noncontrolling interests’ share of a gain from the sale of an operating community in Arlington, Virginia during the year ended December 31, 2024, as compared to the noncontrolling interests’ share of the gains from the partial sale of four operating communities located in various markets and a gain form the sale of an operating community located in Hillsboro, Oregon during the year ended December 31, 2023.
The increase in 2025 as compared to 2024 was primarily attributed to the noncontrolling interests’ share of the gain from the partial sale of four operating communities located in various markets and the sale of two operating communities located in Brooklyn, New York and Englewood, New Jersey during the year ended December 31, 2025, as compared to the sale of one operating community located in Arlington, Virginia in the same period of 2024 .
(See Note 5, Joint Ventures and Partnerships for further discussion). In December 2023, the Company sold an operating community located in Hillsboro, Oregon with a total of 276 apartment homes for gross proceeds of $78.6 million, resulting in a gain of approximately $25.3 million.
(See Note 5, Joint Ventures and Partnerships for further discussion). ​ In February 2024, the Company sold an operating community located in Arlington, Virginia with a total of 214 apartment homes for gross proceeds of $100.0 million, resulting in a gain of approximately $16.9 million.
Consolidated Real Estate Under Development and Redevelopment At December 31, 2024, the Company was not developing any communities although the Company is incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements.
In addition, the Company is incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements. At December 31, 2025, the Company had no communities at which it was conducting substantial redevelopment activities .
The Company did not recognize any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures or partnerships during the years ended December 31, 2024 and 2023 , other than the one preferred equity investment discussed above.
The Company did not incur any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures during the year ended December 31, 2025 .
Gain/(Loss) on Sale of Real Estate Owned During the year ended December 31, 2024, the Company recognized a gain of $16.9 million from the sale of one operating community located in Arlington, Virginia.
During the year ended December 31, 2024, the Company recognized a gain of $16.9 million from the sale of one operating community located in Arlington, Virginia. Interest income and other income/(expense) For the years ended December 31, 2025 and 2024, the Company recognized interest income and other income/(expense), net of $19.2 million and $(12.3) million, respectively.
The decrease in total capital expenditures was primarily due to: ● a decrease of 58.3%, or $71.9 million, in major renovations, which includes major structural changes and/or architectural revisions to existing buildings; This was partially offset by: ● an increase of 15.3%, or $13.1 million, in recurring capital expenditures, which includes asset preservation and turnover-related expenditures.
The increase in total capital expenditures was primarily due to: ● an increase of 7.4%, or $7.3 million, in recurring capital expenditures, which includes asset preservation and turnover-related expenditures; ● an increase of 126.6%, or $4.7 million, in operations platform, which includes smart home installations in certain of our properties; and 46 Table of Contents ● an increase of 9.0%, or $4.7 million, in major renovations, which includes major structural changes and/or architectural revisions to existing buildings.
This operating community was classified as held for disposition as of December 31, 2023. ​ In January 2023, the Company sold the retail component of a development community located in Washington, D.C. for gross proceeds of approximately $14.4 million, resulting in a gain of less than $0.1 million.
This operating community was classified as held for disposition as of December 31, 2024. ​ In January 2025, the Company sold an operating community located in Englewood, New Jersey with a total of 185 apartment homes for gross proceeds of $84.0 million, resulting in a gain of approximately $24.4 million.
We plan to continue to pursue our strategy of exiting markets where long-term growth prospects are limited and redeploying capital to primary locations in markets we believe will provide the best investment returns. Capital Expenditures We capitalize those expenditures that materially enhance the value of an existing asset or substantially extend the useful life of an existing asset.
This operating community was classified as held for disposition as of December 31, 2023. ​ We plan to continue to pursue our strategy of exiting markets where long-term growth prospects are limited and redeploying capital to primary locations in markets we believe will provide the best investment returns.
During the year ended December 31, 2023, the Company recognized a gain of $351.2 million from the partial sale of four operating communities located in various markets and the sale of an operating community located in Hillsboro, Oregon.
Gain/(Loss) on Sale of Real Estate Owned During the year ended December 31, 2025, the Company recognized a gain of $242.9 million from the partial sale of four operating communities located in various markets and the sale of two operating communities located in Brooklyn, New York and Englewood, New Jersey.
In August 2024, the Company amended the Term Loan to include a twelve-month extension option, subject to certain conditions. ​ 43 Table of Contents Future Capital Needs Future development and redevelopment expenditures may be funded through unsecured or secured credit facilities, unsecured commercial paper, proceeds from the issuance of equity or debt securities, sales of properties, joint ventures, and, to a lesser extent, from cash flows provided by property operations.
As of December 31, 2025, we had issued $445.0 million of commercial paper, for one month terms, at a weighted average annualized interest rate of 3.95%, leaving $255.0 million of unused capacity. 42 Table of Contents ​ Future Capital Needs Future development and redevelopment expenditures may be funded through unsecured or secured credit facilities, unsecured commercial paper, proceeds from the issuance of equity or debt securities, sales of properties, joint ventures, and, to a lesser extent, from cash flows provided by property operations.
The increase in operating expenses was primarily driven by an 11.0%, or $6.7 million, increase in personnel costs primarily due to annual market increases and a refundable payroll tax credit related to the Employee Retention Credit program in 2023, a 5.1%, or $4.6 million, increase in repair and maintenance expense due to an increase in the cost per home of those that were turned during the year, the impact of inflation on third party vendor costs and weather-related events, a 12.6%, or $3.8 million, increase in administration and marketing primarily due to the cost for providing property-wide Wi-Fi, and a 1.8%, or $3.3 million, increase in real estate taxes due to higher assessed valuations.
The increase in operating expenses was primarily driven by a 5.3%, or $3.7 million, increase in utilities, primarily due to an increase in energy costs, a 9.7%, or $3.4 million, increase in administration and marketing primarily due to the cost of providing property-wide Wi-Fi, a 4.7%, or $3.3 million, increase in personnel costs primarily due to annual merit increases and severance costs, and a 1.8%, or $3.4 million, increase in real estate taxes due to higher assessed valuations, partially offset by a 10.7%, or $2.6 million, decrease in insurance expense primarily due to a decrease in the impact from insurance related claims.
The contribution resulted in the Company no longer retaining a controlling interest in the communities, and the Company deconsolidated the operating communities. The Company received approximately $247.9 million in cash proceeds from our joint venture partner at formation.
The contribution resulted in the Company no longer retaining a controlling interest in the communities, and the Company deconsolidated the operating communities. In connection with the contribution, our joint venture partner contributed cash and new debt was placed on the newly contributed operating communities and certain existing operating communities, resulting in the Company receiving approximately $202.8 million of cash proceeds.
Income/(Loss) from Unconsolidated Entities During the year ended December 31, 2024, the Company recognized income/(loss) from unconsolidated entities of $20.2 million, which was primarily due to net income from our operating joint ventures and preferred equity investments, partially offset by an $8.1 million non-cash impairment loss on one of the Company’s preferred equity investments .
The increase of $8.2 million was primarily due to no non-cash impairment losses during the year ended December 31, 2025, as compared to an $8.1 million non-cash impairment loss on one of the Company’s preferred equity investments during the same period in 2024 .
We do not hold financial instruments for trading or other speculative purposes, but rather issue these financial instruments to finance our portfolio of real estate assets and operations. Interest rate sensitivity is the relationship between changes in market interest rates and the fair value of market rate sensitive assets and liabilities.
Interest Rate Risk We are exposed to interest rate risk associated with variable rate notes payable and maturing debt that has to be refinanced. We do not hold financial instruments for trading or other speculative purposes, but rather issue these financial instruments to finance our portfolio of real estate assets and operations.
If market interest rates for variable rate debt increased by 100 basis points, our interest expense would increase by $6.1 million based on the average balance outstanding during the year. These amounts are determined by considering the impact of hypothetical interest rates on our borrowing cost.
We had $673.4 million in variable rate debt that is not subject to interest rate swap contracts as of December 31, 2025. If market interest rates for variable rate debt increased by 100 basis points, our interest expense would increase by $6.3 million based on the average balance outstanding during the year.
The decrease resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report: ● gain on the sale of real estate of $16.9 million recognized from the sale of an operating community located in Arlington, Virginia during the year ended December 31, 2024, as compared to gains of $351.2 million recognized from the partial sale of four operating communities located in various markets and the sale of an operating community located in Hillsboro, Oregon, during year ended December 31, 2023; ● a decrease in interest income and other income/(expense), net of $30.1 million primarily due to a recorded $37.3 million non-cash loan reserve related to one of the Company’s joint venture loan investments during the year end December 31, 2024, which was due to the Company’s assessment of the borrower’s ability to make future scheduled payments on the senior loan and a decrease in the value of the operating community, partially offset by a $9.7 million increase in interest income from our notes receivables primarily due to higher outstanding balances during the year ended December 31, 2024 , as compared the same period in 2023 ; ● an increase in interest expense of $14.8 million primarily due to higher overall debt balances during the year ended December 31, 2024, as compared the same period in 2023; ● an increase in general and administrative expenses of $14.4 million primarily attributable to severance benefits associated with the retirement of an executive officer and the reorganization of certain departments, higher incentive and bonus accruals primarily driven by better Company performance, and 50 Table of Contents annual market increases for personnel compensation during the year ended December 31, 2024, as compared to the same period in 2023; ● an increase in casualty-related charges/(recoveries), net of $12.0 million primarily attributable to an increase in claim charges due to severe weather events and a decrease in insurance recoveries during the year ended December 31, 2024 as compared to the same period in 2023; and ● an increase in other operating expenses of $10.2 million primarily attributable to an increase in legal-related expenses and political contributions during the year ended December 31, 2024, as compared to the same period in 2023.
The increase resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report: ● gains of $242.9 million recognized from the partial sale of four operating communities located in various markets and the sale of two operating communities located in Brooklyn, New York and Englewood, New Jersey, during year ended December 31, 2025, as compared to a gain on the sale of real estate of $16.9 million recognized from the sale of an operating community located in Arlington, Virginia during the year ended December 31, 2024; ● an increase in interest income and other income/(expense), net of $31.5 million primarily due to no non-cash loan reserve in 2025 as compared to a recorded $37.3 million non-cash loan reserve related to one of the Company’s joint venture loan investments during the year end December 31, 2024, which was due to the Company’s assessment of the borrower’s ability to make future scheduled payments on the senior loan and a decrease in the value of the operating community, partially offset by a $6.6 million decrease in interest income from our notes receivables primarily due to lower notes receivable balances during the year ended December 31, 2025 , as compared the same period in 2024 ; ● an increase in total property NOI of $23.3 million primarily due to higher revenue per occupied home, an increase in weighted average physical occupancy and NOI from additional operating communities, partially offset by an increase in property operating expenses and a decrease in NOI from communities sold during 2024 and 2025; ● a decrease in real estate depreciation expense of $21.9 million primarily due to assets that became fully depreciated and assets sold in 2024 and 2025, partially offset by two acquired communities in 2025 and development communities completed in 2024; and ● an increase in income/(loss) from unconsolidated entities of $8.2 million primarily due to no non-cash impairment losses during the year ended December 31, 2025, as compared to an $8.1 million non-cash impairment loss on one of the Company’s preferred equity investments during the same period in 2024.
Expenditures necessary to maintain an existing property in ordinary operating condition are expensed as incurred.
Capital Expenditures We capitalize those expenditures that materially enhance the value of an existing asset or substantially extend the useful life of an existing asset. Expenditures necessary to maintain an existing property in ordinary operating condition are expensed as incurred.
Inflation Inflation primarily impacts our results of operations as a result of wage pressures and increases in utilities and repair and maintenance costs.
The increase of $6.5 million was primarily attributable to software transition related costs incurred during the year ended December 31, 2025, as compared to no software transition related costs during the year ended December 31, 2024 . Inflation Inflation primarily impacts our results of operations as a result of wage pressures and increases in utilities and repair and maintenance costs.
For the year ended December 31, 2024: ● we made investments totaling $50.3 million in our unconsolidated joint ventures and partnerships; ● our proportionate share of the net income/(loss) of the joint ventures and partnerships was $20.2 million, which included an $8.1 million non-cash impairment loss on one of the Company’s preferred equity investments due to a decrease in the value of the operating community that is deemed to be other-than-temporary; and ● we received cash distributions of $102.4 million, of which $61.3 million were operating cash flows and $41.1 million were investing cash flows.
For the year ended December 31, 2024, the Company recorded an $8.1 million non-cash impairment loss on one of its preferred equity investment (recorded in Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations) due to a decrease in the value of the operating community that it deemed to be other-than-temporary .
The increase in property rental income was primarily driven by a 1.5%, or $21.6 million, increase in 52 Table of Contents rental rates, and an 8.3%, or $13.4 million, increase in reimbursement and ancillary and fee income. Weighted average physical occupancy increased by 0.1% to 96.8% and total monthly income per occupied home increased 2.2% to $2,554.
The increase in property rental income was primarily driven by a 1.0%, or $15.2 million, increase in rental rates, an 8.9%, or $16.4 million, increase in reimbursement and ancillary and fee income, a 19.4%, or $3.0 million, decrease in bad debt and a 6.1%, or $2.9 million, decrease in vacancy loss.
This was partially offset by: ● an increase in total property NOI of $24.1 million primarily due to higher revenue per occupied home, an increase in weighted average physical occupancy, and NOI from additional operating communities, partially offset by an increase in property operating expenses and a decrease from communities sold during 2023 and 2024; ● a decrease in net income attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership of $23.9 million primarily attributed to the noncontrolling interests’ share of the gain from the partial sale of four operating communities located in various markets and the sale of an operating community located in Hillsboro, Oregon during the year ended December 31, 2023, as compared to the sale of one operating community located in Arlington, Virginia in the same period of 2024; and ● an increase in income/(loss) from unconsolidated entities of $15.5 million primarily attributable to a $24.3 million loss on consolidation related to one of the Company’s preferred equity investments being consolidated during the year ended December 31, 2023, partially offset by an $8.1 million non-cash impairment loss on one of the Company’s preferred equity investments during the year ended December 31, 2024 .
This was partially offset by: ● an increase in net income attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership of $19.7 million primarily attributed to the noncontrolling interests’ share of the gain from the partial sale of four operating communities located in various markets and the sale of two operating communities located in Brooklyn, New York and Englewood, New Jersey during the year ended December 31, 2025, as compared to the sale of one operating community located in Arlington, Virginia in the same period of 2024; and ● an increase in other depreciation and amortization of $6.5 million primarily due to software transition related costs incurred during the year ended December 31, 2025, as compared to no software transition related costs during the year ended December 31, 2024.
Our earnings are affected as changes in short-term interest rates impact our cost of variable rate debt and maturing fixed rate debt. We had $501.3 million in variable rate debt that is not subject to interest rate swap contracts as of December 31, 2024.
Interest rate sensitivity is the relationship between changes in market interest rates and the fair value of market rate sensitive assets and liabilities. Our earnings are affected as changes in short-term interest rates impact our cost of variable rate debt and maturing fixed rate debt.

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Other UDR 10-K year-over-year comparisons