UDR, Inc. 8-K

What Happened

• UDR, Inc. announced on February 20, 2026 that it amended its ATM Sales Agreement (originally dated July 29, 2021; amended Feb 14, 2023) and its Third Amended and Restated Distribution Agreement for its medium-term note (MTN) program (originally dated Sept 1, 2011; previously amended multiple times).
• The amendments (filed as exhibits to the 8‑K) revise definitions of “Agents” and “Forward Purchasers” under the ATM Sales Agreement and explicitly reference UDR’s new shelf registration statement on Form S‑3 (File No. 333-293550), which was filed with the SEC on February 18, 2026.
• The company also filed a legal opinion from Goodwin Procter LLP regarding the validity of common shares that may be offered and sold under the amended ATM agreement.

Key Details

• Date of 8‑K filing: February 20, 2026. Form S‑3 filing date: February 18, 2026 (File No. 333-293550).
• ATM amendment: Amendment No. 2 to the ATM Sales Agreement (Exhibit 1.1); updates definitions and ties the agreement to the new shelf registration.
• MTN amendment: Amendment No. 5 to the Distribution Agreement for the MTN program (Exhibit 1.2); also references the new shelf.
• Legal opinion: Goodwin Procter LLP opinion on share validity filed as Exhibit 5.1.

Why It Matters

• These amendments align UDR’s on‑market equity offering vehicle (the ATM) and its medium‑term note distribution procedures with the company’s recently filed Form S‑3 shelf registration, making it administratively ready to access equity or debt capital under that shelf.
• There is no immediate issuance of shares or notes reported in this filing; the changes simply update the legal agreements that would govern future offerings. For investors, this means UDR has preserved flexibility to raise capital through at‑the‑market equity sales or MTN issuances under the new shelf, which could affect future dilution or leverage if and when used.