Bragg David D. 4
4 · UDR, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
UDR CFO David Bragg Receives 6,741-Share Award
What Happened
- David D. Bragg, Chief Financial Officer of UDR, received an award of 6,741 Class 2 LTIP Units (reported as 6,741 shares acquired, code A) on February 12, 2026.
- To satisfy tax withholding, 1,099 shares were withheld (code F) at an attributed price of $38.17 per share, representing approximately $41,949.
- An additional 790 units were recorded as disposed to the issuer (code D) at $0 — this represents a portion of the award forfeited or returned to the partnership per the plan.
Key Details
- Transaction date: February 12, 2026; Form 4 filed February 17, 2026 (filed late relative to the standard 2-business-day Form 4 deadline).
- Grant: 6,741 Class 2 LTIP Units (acquired, $0 reported).
- Tax withholding: 1,099 shares withheld at $38.17 => ~$41,949 (code F; exempt from liability under Rule 16b-3(e)).
- Forfeiture/disposition: 790 units returned/forfeited to the issuer (code D; $0). Footnote indicates this amount represents the portion of the award forfeited when performance was determined.
- Shares owned after the transaction: not disclosed in the provided excerpt.
- No 10b5-1 plan or open-market sale is indicated; this is an award and routine tax withholding/forfeiture activity, not a market sale.
Context
- These are Class 2 LTIP Units in the UDR partnership (convertible into partnership common units and ultimately redeemable for cash or REIT shares at the company’s discretion). Vesting is performance-based (FFO as Adjusted for the 2025 period); per the plan, 50% vests on the Committee’s Determination Date and 50% on the one-year anniversary.
- The tax-withholding transaction (code F) is a common administrative step when restricted awards vest and does not necessarily indicate a bearish view. The 790-unit disposition (code D) reflects forfeiture per the plan’s performance determination.
Insider Transaction Report
Form 4
UDR, Inc.UDR
Bragg David D.
SVP - Chief Financial Officer
Transactions
- Award
Common Stock
2026-02-12+6,741→ 31,125 total - Tax Payment
Common Stock
[F1]2026-02-12$38.17/sh−1,099$41,949→ 30,026 total - Disposition to Issuer
Class 2 LTIP Units
[F2][F3][F4][F5][F6][F7][F8][F9]2026-02-12−790→ 113,714 total→ Common Stock (790 underlying)
Footnotes (9)
- [F1]Represents shares of restricted stock withheld to satisfy the reporting person's tax withholding obligation upon vesting of restricted stock. The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e).
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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 the achievement of a pre-determined FFO as Adjusted goal over a one-year period ending on December 31, 2025. The LTIP Units vest 50 percent on the Determination Date, and 50 percent on the one-year anniversary thereof
- [F9]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.
Signature
David D. Bragg|2026-02-17