Lacy Michael D 4
4 · UDR, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
UDR SVP-COO Michael D. Lacy Disposes 56,738 LTIP Units
What Happened
- Michael D. Lacy, Senior Vice President and COO of UDR, recorded three dispositions on Feb 12, 2026 totaling 56,738 units (49,091 + 2,449 + 5,198). Each disposition is reported as a "Disposition to the issuer" of derivative Class 2 LTIP Units at $0.00 per unit, showing no cash proceeds on the Form 4.
- These are not open-market stock sales. The reported items are Class 2 Long-Term Incentive Plan (LTIP) units tied to the UDR Partnership (derivative awards), not direct common-stock trades.
Key Details
- Transaction date: 2026-02-12; Form 4 filed: 2026-02-17 (filed 5 days after the transaction; Form 4s are typically due within two business days).
- Prices/values reported: $0.00 per unit; $0 total proceeds.
- Shares/units after transaction: Not specified in the provided filing details.
- Notable footnotes: F1–F4 describe these as Class 2 LTIP Units convertible into partnership/common units and redeemable for cash or shares; F5–F7 and F9 describe vesting tied to performance measures and timing; F8 states the amount represents the portion of the award (including dividends) forfeited when performance results were determined.
- Transaction type: Derivative disposition (code D) — not a market sale (no proceeds).
Context
- These Class 2 LTIP Units are performance-based long-term incentive awards. Per the filing notes, they vest based on Committee determinations and specific financial, operational, sustainability and workforce goals; some portions may vest on multi-year TSR/FFO metrics or one-year FFO goals.
- Footnote F8 indicates the reported dispositions represent portions of the award forfeited when the Committee determined performance results, which explains the $0 proceeds and "disposition to issuer" treatment. Because this was a derivative award adjustment/forfeiture (not an open-market purchase or sale), it should not be interpreted as a direct buy/sell signal by the executive.
Insider Transaction Report
Form 4
UDR, Inc.UDR
Lacy Michael D
SVP-COO
Transactions
- Disposition to Issuer
Class 2 LTIP Units
[F1][F2][F3][F4][F5][F6][F7][F8]2026-02-12−49,091→ 393,877 total→ Common Stock (49,091 underlying) - Disposition to Issuer
Class 2 LTIP Units
[F1][F2][F3][F4][F5][F6][F8][F9]2026-02-12−2,449→ 391,428 total→ Common Stock (2,449 underlying) - Disposition to Issuer
Class 2 LTIP Units
[F1][F2][F3][F4][F5][F6][F8][F10][F11]2026-02-12−5,198→ 386,230 total→ Common Stock (5,198 underlying)
Footnotes (11)
- [F1]Represents Class 2 LTIP Units (the "Class 2 LTIP Units") in United Dominion Realty, L.P., a Delaware limited partnership (the "UDR Partnership"). UDR, Inc. (the "Company") is the parent company and sole general partner of the UDR Partnership.
- [F10]The vesting of these Class 2 LTIP Units is determined as follows: 30 percent shall be based upon the Committee's subjective determination, in its sole discretion, of the executive officer's performance with respect to individual performance objectives; and 70 percent shall be based on pre-determined financial metrics. These Class 2 LTIP Units vest upon a determination by the Committee after the completion of the applicable performance period.
- [F11]The portion of these Class 2 LTIP Units that vests based upon the achievement of pre-determined financial metrics is determined as follows: 40 percent based on an operations index goal; 30 percent based on an FFO as Adjusted per share goal; 10 percent based on a transactions index goal; 10 percent based on a Sustainability Index goal; and 10 percent based on a Health of the Workforce goal, each over a one-year period.
- [F2]Subject to the conditions set forth in the Amended and Restated Partnership Agreement of the UDR Partnership (the "Partnership Agreement") and subject to any vesting conditions specified with respect to each Class 2 LTIP Unit, each Class 2 LTIP Unit may be converted, at the election of the holder, into a unit of limited partnership of the UDR Partnership (a "Partnership Common Unit"), provided that such Class 2 LTIP Unit has been outstanding for at least two years from the date of grant.
- [F3]A holder of Partnership Common Units has the right to require the UDR Partnership to redeem all or a portion of the Partnership Common Units held by the holder in exchange for a cash payment based on the market value of the Company's Common Stock at the time of redemption, as defined in the Partnership Agreement (the "Cash Amount"). However, the UDR Partnership's obligation to pay the Cash Amount is subject to the prior right of the Company to acquire such Partnership Common Units in exchange for either the Cash Amount or shares of the Company's Common Stock.
- [F4]The Company, as the general partner of the UDR Partnership, may, in its sole discretion, purchase the Partnership Common Units by paying the limited partner either the Cash Amount or the REIT Share Amount (generally one share of the Company's Common Stock for each Partnership Common Unit), as such terms are defined in the Partnership Agreement. The right to convert the Class 2 LTIP Units into Partnership Common Units and the right to receive the Cash Amount or the REIT Share Amount (in the Company's sole discretion) in exchange for Partnership Common Units do not have expiration dates.
- [F5]The Class 2 LTIP Units vest only to the extent that pre-established performance metrics are met for the applicable performance period, subject to continuing employment. Except as otherwise set forth in the UDR, Inc. 1999 Long-Term Incentive Plan, as amended from time to time, except Section 14.9 thereof, the Partnership Agreement, or as determined by the Compensation Committee of the Company's Board of Directors (the "Committee"), in its sole discretion, vesting of the Class 2 LTIP Units shall cease upon the date of termination for any reason other than in the event of a change of control of the Company, and no unvested Class 2 LTIP Units shall thereafter become vested.
- [F6]In the event of a change of control of the Company, the Class 2 LTIP Units will vest only if the holder's employment or other service relationship with the Company is terminated by the Company without cause, or by the holder for good reason, in each case on or within 12 months following the date of a change of control. Further, all restrictions on outstanding awards that have been earned shall lapse upon the Company's termination of the holder's employment without cause or the holder's termination of employment for good reason.
- [F7]The vesting of these Class 2 LTIP Units occurs on the date the Committee determines performance (the "Determination Date") for the applicable performance period based on: a goal measured by the Company's relative total shareholder return ("TSR") as compared to an apartment peer group over a three-year cumulative performance period; a goal measured by the Company's relative TSR as compared to a REIT peer group over a three-year cumulative performance period; and a goal measured by the Company's relative FFO as Adjusted growth rate as compared to an apartment peer group over a three-year cumulative performance period.
- [F8]Amount represents the portion of the award (including dividends) forfeited when performance results were determined by the Committee for the applicable portion of the award on the Determination Date.
- [F9]The vesting of these Class 2 LTIP Units occurs on the Determination Date for the applicable performance period ending on December 31, 2025 based on the achievement of a pre-determined FFO as Adjusted goal over a one-year period. The Class 2 LTIP Units vest 50 percent on the Determination Date, and 50 percent on the one-year anniversary thereof.
Signature
Michael D. Lacy|2026-02-17