Lacy Michael D 4

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.