Bragg David D. 4

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.