UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 20, 2026
UDR, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 1-10524 | 54-0857512 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) | ||
1745 Shea Center Drive, Suite 200, | 80129 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (720) 283-6120
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 | UDR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
Amendment to Sales Agreement for ATM Program
On February 20, 2026, UDR, Inc., a Maryland corporation (the “Company”), entered into an amendment to the ATM Sales Agreement, dated July 29, 2021, as amended by that certain Amendment No. 1 to ATM Sales Agreement, dated February 14, 2023 (collectively, the “Sales Agreement”), for the offering, from time to time, of the Company’s common stock (the “Common Stock”). The purpose of the amendment to the Sales Agreement was, among other things, to revise the definition of “Agents” and “Forward Purchasers” under the Sales Agreement and to reference the Company’s shelf registration statement on Form S-3 (File No. 333-293550) that was filed with the Securities and Exchange Commission on February 18, 2026 (the “Registration Statement”).
A copy of the amendment to the Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The description of the amendment to the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the amendment to the Sales Agreement filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference. A copy of the opinion of Goodwin Procter LLP with respect to the validity of the shares of Common Stock that may be offered and sold pursuant to the Sales Agreement, as amended, is filed herewith as Exhibit 5.1.
Amendment to Distribution Agreement for MTN Program
On February 20, 2026, the Company and United Dominion Realty, L.P., a Delaware limited partnership, entered into an amendment to the Third Amended and Restated Distribution Agreement, dated September 1, 2011, as amended on July 29, 2014, April 27, 2017, May 7, 2020 and February 14, 2023 (the “Distribution Agreement”), for the offering, from time to time, of the Company’s medium term notes. The purpose of the amendment to the Distribution Agreement was, among other things, to reference the Registration Statement.
A copy of the amendment to the Distribution Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K. The description of the amendment to the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the amendment to the Distribution Agreement filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Ex. No. | | Description |
1.1 | ||
1.2 | ||
5.1 | ||
23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
UDR, Inc. | ||||
February 20, 2026 | By: | /s/ David D. Bragg | ||
David D. Bragg | ||||
Senior Vice President and Chief Financial Officer | ||||
(Principal Financial Officer) | ||||
Exhibit 1.1
UDR, INC.
Common Stock
($0.01 par value)
AMENDMENT NO. 2 TO ATM SALES AGREEMENT
February 20, 2026
BofA Securities, Inc. One Bryant Park | Nomura Securities International, Inc. (as forward seller through BTIG, LLC) 309 West 49th Street New York, NY 10019 |
BNY Mellon Capital Markets, LLC New York, New York 10286 | Regions Securities LLC 615 South College Street, Suite 600 Charlotte, North Carolina 28202 |
BTIG, LLC New York, New York 10022 | RBC Capital Markets, LLC 200 Vesey Street New York, New York 10281 |
Citigroup Global Markets Inc. | TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 |
Jefferies LLC 520 Madison Avenue New York, New York 10022 | Truist Securities, Inc. 50 Hudson Yards, 70th Floor New York, NY 10001 |
J.P. Morgan Securities LLC | Wells Fargo Securities, LLC 500 West 33rd Street New York, New York 10001 |
Morgan Stanley & Co. LLC | |
as Agents | |
Bank of America, N.A. One Bryant Park | Nomura Global Financial Products, Inc. 309 West 49th Street New York, NY 10019 |
The Bank of New York Mellon New York, New York 10286 | Regions Securities LLC 615 South College Street, Suite 600 Charlotte, North Carolina 28202 |
Citibank, N.A. | Royal Bank of Canada 200 Vesey Street New York, New York 10281 |
Jefferies LLC 520 Madison Avenue New York, New York 10022 | The Toronto-Dominion Bank c/o TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 |
JPMorgan Chase Bank, National Association | Truist Bank 50 Hudson Yards, 70th Floor New York, NY 10001 |
Morgan Stanley & Co. LLC | Wells Fargo Bank, National Association 500 West 33rd Street New York, New York 10001 |
as Forward Purchasers | |
Ladies and Gentlemen:
Reference is made to the ATM Sales Agreement, dated July 29, 2021 (the “Agreement”) by and among UDR, Inc., a Maryland corporation (the “Company”) and BofA Securities, Inc., BNY Mellon Capital Markets, LLC, BTIG, LLC, Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Regions Securities LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC, Truist Securities, Inc., Wells Fargo Securities, LLC, or any other person that shall become an agent hereunder from time to time, each as sales agent, forward seller and/or principal, and Bank of America, N.A., The Bank of New York Mellon, Citibank, N.A., Jefferies LLC, JPMorgan Chase Bank, National Association and Morgan Stanley & Co. LLC, Royal Bank of Canada, The Toronto-Dominion Bank, Truist Bank, Wells Fargo Bank, N.A., each (or its affiliate assignee) as forward purchaser, as amended by Amendment No. 1 thereto, dated February 14, 2023, by and among, the Company and BofA Securities, Inc., BNY Mellon Capital Markets, LLC, BTIG, LLC, Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Regions Securities LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC, Truist Securities, Inc., Wells Fargo Securities, LLC, or any other person that shall become an agent hereunder from time to time, each as sales agent, forward seller and/or principal (in any such capacity, each an “Agent”, and together the “Agents”), and Bank of America, N.A., The Bank of New York Mellon, Citibank, N.A., Jefferies LLC, JPMorgan Chase Bank, National Association, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Regions Securities LLC, Royal Bank of Canada, The Toronto-Dominion Bank, Truist Bank, Wells Fargo Bank, N.A., each (or its affiliate assignee) as forward purchaser (in such capacity, each a “Forward Purchaser”, and together the “Forward Purchasers”). On February 18, 2026, the Company and the Operating Partnership filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), on Form S-3 (File
No. 333-293550) (the “Registration Statement”), in respect of certain of the Company’s and the Operating Partnership’s securities, following the expiration of the Company’s automatic shelf registration statement on Form S-3 (File No. 333-269757) (the “Expired Registration Statement”). The Company, the Agents and the Forward Purchasers wish to amend the Agreement to reference the Registration Statement instead of the Expired Registration Statement and to reflect the addition of Nomura Securities International, Inc. (as forward seller through BTIG, LLC as its agent) and Nomura Global Financial Products, Inc. (together, with the Company, the Agents and the Forward Purchasers, the “Parties”) as a Forward Purchaser (this “Amendment”). The Parties therefore hereby agree as follows:
“BofA Securities, Inc., BNY Mellon Capital Markets, LLC, BTIG, LLC, Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc. (as forward seller through BTIG, LLC as its agent), Regions Securities LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC, Truist Securities, Inc., Wells Fargo Securities, LLC, or any other person that shall become an agent hereunder from time to time, each as sales agent, principal (except in the case of Nomura Securities International, Inc.) and/or forward seller (except in the case of BTIG, LLC) (in any such capacity, each an “Agent”, and together the “Agents”)”
“Bank of America, N.A., The Bank of New York Mellon, Citibank, N.A., Jefferies LLC, JPMorgan Chase Bank, National Association, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Regions Securities LLC, Royal Bank of Canada, The Toronto-Dominion Bank, Truist Bank, Wells Fargo Bank, N.A., each (or its affiliate assignee) as forward purchaser (in such capacity, each a “Forward Purchaser”, and together the “Forward Purchasers”)”
“Section 11.Notices. All statements, requests, notices and agreements hereunder shall be in writing, and
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Fax No.: (646) 855-3073
Attention: Syndicate Department,
With a copy to: ECM Legal
Fax. No.: (212) 230-8730,
BNY Mellon Capital Markets, LLC
240 Greenwich Street
New York, New York 10286
Attention: ATM Execution
E-mail: Michael.x.palma@bnymellon.com
With a copy to:
BNY Mellon Capital Markets Operation Department
240 Greenwich Street
New York, New York 10286
E-mail: bnymcmfiops@bnymellon.com,
BTIG, LLC
65 East 55th Street
New York, New York 10022
Attention: ATM Trading Desk
E-mail: BTIGUSATMTrading@btig.com,
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Fax No.: (646) 291-1469
Attention: General Counsel,
Jefferies LLC
520 Madison Avenue
New York, New York 10022
Attention: General Counsel,
J.P. Morgan Securities LLC
270 Park Avenue
New York, New York 10017
Attention: Special Equity Desk
Fax No.: (212) 622-8358
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Fax No.: (212) 404-9828
Attention: Equity Syndicate Desk with a copy to the Legal Department,
Nomura Securities International, Inc.
309 West 49th Street
New York, New York 10019
Attention: Structured Equity Solutions
Email: atmexecution@nomura.com
With a copy (which shall not constitute notice) to:
Attention: Equities Legal
Email: Dan.Rosenbaum@nomura.com
And to:
BTIG, LLC as agent of the forward seller, at the notice addresses provided for BTIG, LLC herein
RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
New York, New York 10281
Attention: Equity Syndicate and TJ Opladen
Fax No.: (212) 428-6260
E-mail: tj.opladen@rbccm.com,
Regions Securities LLC
615 South College Street, Suite 600
Charlotte, North Carolina 28202
Attention: Brit Stephens
Phone: (980) 287-2734
E-mail: brit.stephens@regions.com,
With a copy to: ECMDesk@regions.com
TD Securities (USA) LLC
1 Vanderbilt Avenue
New York, New York 10017
c/o Equity Capital Markets
E-mail: USTMG@tdsecurities.com,
Truist Securities, Inc.
50 Hudson Yards, 70th Floor
New York, NY 10001
Attention: Equity Capital Markets
E-mail: dl.atm.offering@truist.com,
and
Wells Fargo Securities, LLC
500 West 33rd Street
New York, New York 10001
Attention: Equity Syndicate Department
Fax No.: (212) 214-5918,
(b)if to the Forward Purchasers shall be delivered or sent by mail, e-mail, telephone or facsimile transmission to:
Bank of America, N.A.
One Bryant Park
New York, New York 10036
Fax No.: (646) 855-6770
Attention: Strategic Equity Solutions Group
E-mail: dg.issuer_derivatives_notices@bofa.com,
The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
Attention: d1ny@bnymellon.com and JC.Mas@bnymellon.com,
Citibank, N.A.
390 Greenwich Street
New York, NY 10013
Attn: Eric Natelson; Theodore Finkelstein; Bianca Gotuaco
Telephone: (212) 723-7310; (212)-723-1693; (212)-723-1132
Email: eric.natelson@citi.com; Theodore.finkelstein@citi.com; bianca.gotuaco@citi.com; eq.us.corporates.middle.office@citi.com; eq.us.ses.notifications@citi.com,
With a copy to:
Citigroup Global Markets Inc.
390 Greenwich Street
New York, New York 10013
Email: setg.origination@citi.com,
Jefferies LLC
520 Madison Avenue
New York, New York 10022
Attention: Strategic Equity Transactions Group
Phone: (212) 708-2734
E-mail: SETG-US@jefferies.com and CorpEqDeriv@jefferies.com
With copies to: Sonia Han Levovitz, SHan@jefferies.com,
JPMorgan Chase Bank, National Association
New York Branch
270 Park Avenue
New York, New York 10017
Attention: EDG Marketing Support
E-mail: edg_notices@jpmorgan.com and edg_ny_corporate_sales_support@jpmorgan.com,
With a copy to: Stephanie Little, Stephanie.y.little@jpmorgan.com,
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Fax No.: (212) 404-9828
Nomura Global Financial Products, Inc.
309 West 49th Street
New York, New York 10019
Attention: Structured Equity Solutions
Email: cedamericas@nomura.com
With a copy (which shall not constitute notice) to:
Attention: Equities Legal
Email: nyequitieslegal@nomura.com
And to:
BTIG, LLC, at the notice addresses provided for BTIG, LLC herein
Regions Securities LLC
615 South College Street, Suite 600
Charlotte, North Carolina 28202
Attention: Brit Stephens
Phone: (980) 287-2734
E-mail: brit.stephens@regions.com,
With a copy to: ECMDesk@regions.com
Royal Bank of Canada
200 Vesey Street, 8th Floor
New York, New York 10281
Attention: Equity Syndicate Department
Phone: (877) 822-4089
E-mail: RBCECMCorporateEquityLinkedDocumentation@rbc.com,
The Toronto-Dominion Bank, c/o TD Securities (USA) LLC
1 Vanderbilt Avenue
New York, New York 10017
Attention: Global Equity Derivatives
Phone: (212) 827-7306
E-mail: TDUSA-GEDUSInvestorSolutionsSales@tdsecurities.com and Bradford.Limpert@tdsecurities.com,
Truist Bank
50 Hudson Yards, 70th Floor
New York, NY 10001
Attention: Equity Capital Markets
E-mail: dl.atm.offering@truist.com, with a copy to Rakesh Mangat, rakesh.mangat@truist.com,
and
Wells Fargo Bank, National Association
500 West 33rd Street
New York, New York 10001
E-mail: CorporateDerivativeNotifications@wellsfargo.com,
and if to the Company to:
UDR, Inc.
1745 Shea Center Drive, Suite 200
Highlands Ranch, Colorado 80129
Fax No.: (720) 283-2453
Attention: Legal Department
Email: legal@udr.com
With a copy to:
Goodwin Procter LLP
1900 N Street, NW
Washington, D.C. 20036
(202) 346-4000
Attention: David M. Lynn
David H. Roberts
E-mail: DLynn@goodwinlaw.com, DRoberts@goodwinlaw.com
Terms used herein but not otherwise defined are used herein as defined in the Agreement.
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof; whereupon this instrument, along with all counterparts, will become a binding agreement among the Agents, the Forward Purchasers and the Company in accordance with its terms.
Very truly yours,
UDR, Inc.
By: /s/David D. Bragg____________________
Name: David D. Bragg
Title: Senior Vice President and Chief Financial Officer
Accepted as of the date hereof
In their capacity as Agents
BOFA SECURITIES, INC. | | |
| | |
By: | /s/ Shawn Cepeda | |
| Name: Shawn Cepeda | |
| Title: Managing Director | |
BNY MELLON CAPITAL MARKETS, LLC | | |
| | |
By: | /s/ Dan Klinger | |
| Name: Dan Klinger | |
| Title: Managing Director | |
BTIG, LLC | | |
| | |
By: | /s/ Eric Clark | |
| Name: Eric Clark | |
| Title: Managing Director | |
Citigroup Global Markets Inc. | ||
| | |
By: | /s/ Kevin Koeller | |
| Name: Kevin Koeller | |
| Title: Vice President | |
jefferies LLC | ||
| | |
By: | /s/ William Barber | |
| Name: William Barber | |
| Title: Managing Director | |
J.P. Morgan Securities LLC | ||
| | |
By: | /s/ Sanjeet Dewal | |
| Name: Sanjeet Dewal | |
| Title: Managing Director | |
[Signature Page – Amendment No. 2 to ATM Sales Agreement]
Morgan Stanley & Co. LLC | ||
| | |
By: | /s/ Ethan Woo | |
| Name: Ethan Woo | |
| Title: Vice President | |
NOMURA SECURITIES INTERNATIONAL, INC., as forward seller (acting through BTIG, LLC as its agent) | ||
| | |
By: | /s/ Jeffrey Petillo | |
| Name: Jeffrey Petillo | |
| Title: Authorized Representative | |
RBC CAPITAL MARKETS, LLC | ||
| | |
By: | /s/ J.T. Deignan | |
| Name: J.T. Deignan | |
| Title: Managing Director | |
REGIONS SECURITIES LLC | ||
| | |
By: | /s/ Edward L. Armstrong | |
| Name: Edward L. Armstrong | |
| Title: Managing Director - ECM | |
TD SECURITIES (USA) LLC | ||
| | |
By: | /s/ Adriano Pierroz | |
| Name: Adriano Pierroz | |
| Title: Director | |
TRUIST SECURITIES, INC. | ||
| | |
By: | /s/ Keith Carpenter | |
| Name: Keith Carpenter | |
| Title: Managing Director | |
[Signature Page – Amendment No. 2 to ATM Sales Agreement]
Wells Fargo securities, LLC | ||
| | |
By: | /s/ Rohit Mehta | |
| Name: Rohit Mehta | |
| Title: Managing Director | |
[Signature Page – Amendment No. 2 to ATM Sales Agreement]
Accepted as of the date hereof Acting their capacities as Forward Purchasers, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities as set forth in this Agreement | |
BANK OF AMERICA, N.A. | |
By:/s/ Shawn Cepeda_______________ | |
Name: Shawn Cepeda | |
Title: Managing Director | |
| |
THE BANK OF NEW YORK MELLON | |
By:/s/ Dan Klinger_________________ | |
Name: Dan Klinger | |
Title: Managing Director | |
| |
CITIBANK, N.A. | |
By:/s/ Eric Natelson________________ | |
Name: Eric Natelson | |
Title: Authorized Signatory | |
| |
JEFFERIES LLC | |
By:/s/ William Barber_____________ | |
Name: William Barber | |
Title: Managing Director | |
| |
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION | |
By:/s/ Sanjeet Dewal______________ | |
Name: Sanjeet Dewal | |
Title: Managing Director | |
| |
[Signature Page – Amendment No. 2 to ATM Sales Agreement]
MORGAN STANLEY & CO. LLC | |
By:/s/ Ellen Weinstein_______________ | |
Name: Ellen Weinstein | |
Title: Managing Director | |
| |
NOMURA GLOBAL FINANCIAL PRODUCTS, INC | |
By:/s/ Jeffrey Petillo________________ | |
Name: Jeffrey Petillo | |
Title: Authorized Representative | |
| |
REGIONS SECURITIES LLC | |
By:/s/ Edward L. Armstrong__________ | |
Name: Edward L. Armstrong | |
Title: Managing Director - ECM | |
| |
ROYAL BANK OF CANADA | |
By:/s/ Chris Amery _________________ | |
Name: Chris Amery | |
Title: Managing Director | |
| |
THE TORONTO-DOMINION BANK | |
By:/s/ Christopher Obalde____________ | |
Name: Christopher Obalde | |
Title: Authorized Signatory | |
| |
TRUIST BANK | |
By:/s/ Rakesh Mangat________________ | |
Name: Rakesh Mangat | |
Title: Managing Director | |
| |
WELLS FARGO BANK, NATIONAL ASSOCIATION | |
By:/s/ Kevin Brillhart________________ | |
Name: Kevin Brillhart | |
Title: Managing Director | |
[Signature Page – Amendment No. 2 to ATM Sales Agreement]
Exhibit 1.2
UDR, INC.
Medium-Term Notes, Series A
Due Nine Months or More From Date of Issue
Fully and Unconditionally Guaranteed by
UNITED DOMINION REALTY, L.P.
(a Delaware limited partnership)
AMENDMENT NO. 5 TO THE
THIRD AMENDED AND RESTATED DISTRIBUTION AGREEMENT
February 20, 2026
BofA Securities, Inc. One Bryant Park New York, New York 10036 | RBC Capital Markets, LLC 200 Vesey Street, 8th Floor New York, New York 10281 |
BNY Mellon Capital Markets, LLC 240 Greenwich Street, 3rd Floor New York, New York 10286 | Samuel A. Ramirez & Company, Inc. 14 East 52nd St. New York, NY 10022 |
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 | TD Securities (USA) LLC 1 Vanderbilt Avenue, 11th Floor New York, New York 10017 |
J.P. Morgan Securities LLC 270 Park Avenue New York, New York 10017 | Truist Securities, Inc. New York, NY 10001 |
Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 | U.S. Bancorp Investments, Inc. 214 N. Tryon Street, 26th Floor Charlotte, North Carolina 28202 |
PNC Capital Markets LLC 300 Fifth Avenue Pittsburgh, Pennsylvania 15222 | Wells Fargo Securities, LLC 550 S. Tryon Street Charlotte, North Carolina 28202 |
Regions Securities LLC 1180 West Peachtree St., NW, Suite 1400 Atlanta, Georgia 30309 | |
Ladies and Gentlemen:
Reference is made to the Third Amended and Restated Distribution Agreement, dated September 1, 2011 (the “Agreement”), by and among UDR, Inc. (the “Company”) and United
February 20, 2026
Page 2
Dominion Realty, L.P. (the “Operating Partnership”) and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. (as successor in interest to Merrill Lynch, Pierce, Fenner & Smith Incorporated), Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as amended by Amendment No. 1 thereto, dated July 29, 2014, Amendment No. 2 thereto, dated April 27, 2017, by and among the Company, the Operating Partnership and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. (as successor in interest to Merrill Lynch, Pierce, Fenner & Smith Incorporated), Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, Amendment No. 3 thereto, dated May 7, 2020, by and among the Company, the Operating Partnership and BofA Securities, Inc., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, Regions Securities LLC, RBC Capital Markets, LLC, Samuel A. Ramirez & Company, Inc., Truist Securities, Inc. (as successor in interest to SunTrust Robinson Humphrey, Inc.), TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, and Amendment No. 4 thereto, dated February 14, 2023, by and among the Company, the Operating Partnership and BofA Securities, Inc., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, PNC Capital Markets LLC, Regions Securities LLC, RBC Capital Markets, LLC, Samuel A. Ramirez & Company, Inc., TD Securities (USA) LLC, Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC (collectively, the “Parties”). On February 18, 2026, the Company and the Operating Partnership filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), on Form S-3 (File No. 333-293550) (the “Registration Statement”), in respect of certain of the Company’s and the Operating Partnership’s securities, following the expiration of the Company’s automatic shelf registration statement on Form S-3 (File No. 333-269757) (the “Expired Registration Statement”). The Parties wish to amend the Agreement to reference the Registration Statement instead of the Expired Registration Statement and to reflect changes to the sections noted below (this “Amendment”). The Parties therefore hereby agree as follows:
Unless otherwise provided herein, all notices required under the terms and provisions hereof shall be in writing, either delivered by hand, by mail or by telex, telecopier or telegram, and any such notice shall be effective when received at the address specified below.
If to the Company of the Operating Partnership to:
February 20, 2026
Page 3
UDR, Inc.
1745 Shea Center Drive, Suite 200
Highlands Ranch, Colorado 80129
Facsimile: (720) 283-2453
Attention:Legal Department
Email: legal@udr.com
With a copy to:
Goodwin Procter LLP
1900 N Street, NW
Washington, D.C. 20036
(202) 346-4000
Attention: David M. Lynn
David H. Roberts
E-mail: DLynn@goodwinlaw.com, DRoberts@goodwinlaw.com
If to the Agents:
BofA Securities, Inc.
114 West 47th Street
NY8-114-07-01
New York, New York 10036
Attention: High Grade Transaction Management/Legal
Facsimile: (212) 901-7881
BNY Mellon Capital Markets, LLC
240 Greenwich Street, 3rd Floor
New York, New York 10286
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Attention: Transaction Execution Group
Email: TEG.NewYork@citi.com
Facsimile: (646) 291-5209
J.P. Morgan Securities LLC
270 Park Avenue
New York, New York 10017
Attention: Medium-Term Note Desk
Facsimile: (212) 834-6081
Morgan Stanley & Co. LLC
1585 Broadway, 29th Floor
New York, New York 10036
February 20, 2026
Page 4
Attention: Investment Banking Division
Facsimile: (212) 507-8999
PNC Capital Markets LLC
300 Fifth Avenue, 10th Floor
Pittsburgh, Pennsylvania 15222
Attention: Debt Capital Markets, Transaction Execution
Facsimile: (412) 762-2760
Regions Securities LLC
615 South College Street, Suite 600
Charlotte, North Carolina 28202
RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
New York, New York 10281
Attention: DCM Transaction Management
Facsimile: (212) 428-6308
Samuel A. Ramirez & Company, Inc.
14 East 52nd St.
New York, NY 10022
Truist Securities, Inc.
50 Hudson Yards, 70th Floor
New York, NY 10001
Attention: Investment Grade Debt Capital Markets
Facsimile: (404) 926-5027
TD Securities (USA) LLC
1 Vanderbilt Avenue, 11th Floor
New York, New York 10017
United States of America
Email: USTransactionadvisorygroup@tdsecurities.com
Attention: Transaction Advisory Group
U.S. Bancorp Investments, Inc.
214 N. Tryon Street, 26th Floor
Charlotte, North Carolina 28202
Attention: Credit Fixed Income
Facsimile: (704) 335-2393
Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
Attention: Transaction Management
February 20, 2026
Page 5
Email: tmgcapitalmarkets@wellsfargo.com
Terms used herein but not otherwise defined are used herein as defined in the Agreement.
If the foregoing is in accordance with your understanding of our agreement, please sign and return the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, the Operating Partnership and each of you.
| UDR, Inc. | | ||
| | | | |
| By: | | /s/ David D. Bragg | |
| Name: |
| David D. Bragg | |
| Title: |
| Senior Vice President and Chief Financial Officer | |
| | | | |
| United Dominion Realty, L.P. | | ||
| | | | |
| By UDR, Inc., its general partner | | ||
| | | | |
| By: | | /s/ David D. Bragg | |
| Name: | | David D. Bragg | |
| Title: | | Senior Vice President and Chief Financial Officer | |
| | | | |
Signature Page to Distribution Agreement Amendment No. 5
The foregoing Amendment No. 5 to
the Agreement is hereby confirmed
and accepted as of the date first
written above.
BOFA SECURITIES, INC. | | |
| | |
| | |
By: | /s/ Shawn Cepeda | |
| Name: Shawn Cepeda | |
| Title: Managing Director | |
BNY MELLON CAPITAL MARKETS, LLC | ||
| | |
| | |
By: | /s/ Dan Klinger | |
| Name: Dan Klinger | |
| Title: Managing Director | |
CITIGROUP GLOBAL MARKETS INC. | ||
| | |
| | |
By: | /s/ Adam D. Bordner | |
| Name: Adam D. Bordner | |
| Title: Managing Director | |
J.P.MORGAN SECURITIES LLC | ||
| | |
| | |
By: | /s/ Stephen L. Sheiner | |
| Name: Stephen L. Sheiner | |
| Title: Executive Director | |
Signature Page to Distribution Agreement Amendment No. 5
MORGAN STANLEY & CO. LLC | ||
| | |
| | |
By: | /s/ Yiming Hu | |
| Name: Yiming Hu | |
| Title: Vice President | |
PNC CAPITAL MARKETS LLC | ||
| | |
| | |
By: | /s/ Mitchell O’Shell | |
| Name: Mitchell O’Shell | |
| Title: Senior Associate | |
REGIONS SECURITIES LLC | ||
| | |
| | |
By: | /s/ Edward L. Armstrong | |
| Name: Edward L. Armstrong | |
| Title: Managing Director - ECM | |
RBC CAPITAL MARKETS, LLC | ||
| | |
| | |
By: | /s/ J.T. Deignan | |
| Name: J.T. Deignan | |
| Title: Managing Director | |
SAMUEL A. RAMIREZ & COMPANY, INC. | ||
| | |
| | |
By: | /s/ Richard Viton | |
| Name: Richard Viton | |
| Title: Managing Director | |
Signature Page to Distribution Agreement Amendment No. 5
TD SECURITIES (USA) LLC | ||
| | |
| | |
By: | /s/ Chandni Joshi | |
| Name: Chandni Joshi | |
| Title: Director | |
TRUIST SECURITIES, INC. | ||
| | |
| | |
By: | /s/ Rob Nordlinger | |
| Name: Rob Nordlinger | |
| Title: Managing Director | |
U.S. BANCORP INVESTMENTS, INC. | ||
| | |
| | |
By: | /s/ Charles P. Carpenter | |
| Name: Charles P. Carpenter | |
| Title: Senior Vice President | |
WELLS FARGO SECURITIES, LLC | ||
| | |
| | |
By: | /s/ Carolyn Hurley | |
| Name: Carolyn Hurley | |
| Title: Managing Director | |
Signature Page to Distribution Agreement Amendment No. 5
[Goodwin Procter LLP letterhead]
Exhibit 5.1
February 20, 2026
UDR, Inc.
United Dominion Realty, L.P.
1745 Shea Center Drive, Suite 200
Highlands Ranch, Colorado 80129
Re:Securities Registered under Registration Statement on Form S-3
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-293550) (as amended or supplemented, the “Registration Statement”) filed on February 18, 2026 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by UDR, Inc., a Maryland corporation (the “Company”), of any combination of securities of the types specified therein. The Registration Statement became automatically effective upon filing with the Commission on February 18, 2026. Reference is made to our opinion letter dated February 18, 2026 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on February 20, 2026 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to 14,016,954 shares (the “Total Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”) covered by the Registration Statement. The Total Shares are being offered and sold by the Company pursuant to the terms of the ATM Sales Agreement, dated July 29, 2021, as amended on February 14, 2023 and February 20, 2026, (the “Distribution Agreement”), among the Company and J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, Jefferies LLC, BTIG, LLC, Nomura Securities International, Inc. (as forward seller through BTIG, LLC as its agent), Regions Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc., BNY Mellon Capital Markets, LLC and RBC Capital Markets, LLC, acting as sales agents, forward sellers and/or principals, and J.P. Morgan Securities LLC, BofA Securities, Inc., Citibank, N.A., Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, Jefferies LLC, Nomura Global Financial Products, Inc., Regions Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc., BNY Mellon Capital Markets, LLC and RBC Capital Markets LLC acting as forward purchasers, and one or more related Confirmations (as defined in the Distribution Agreement), and in the manner described in the Registration Statement and the Prospectus.
Pursuant to the Distribution Agreement, the Total Shares may include (i) shares of Common Stock sold by the Company through the sales agents (the “Issuance Shares”) and (ii) shares of Common Stock borrowed by the forward purchasers (or their affiliates) from third parties (the “Borrowed Shares”) and sold by the forward sellers pursuant to one or more forward transactions by the Company (each, a “Forward” and, collectively, the “Forwards”). The
UDR, Inc.
February 20, 2026
Page 2 of 2
Forwards are to be governed by the terms of the Confirmations entered into for each Forward in accordance with the terms of the Distribution Agreement pursuant to which the forward purchasers will agree to purchase from the Company (subject to the Company’s right to elect cash settlement or net share settlement), a number of shares of Common Stock equal to the number of Borrowed Shares sold by the forward sellers pursuant to the Distribution Agreement (the “Forward Settlement Shares” and, together with the Issuance Shares, the “Shares”), subject to adjustment as set forth therein, for a purchase price equal to the price at which the Borrowed Shares were sold by the forward sellers, less certain commissions and subject to certain adjustments set forth therein.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the aggregate of (i) the maximum number of then unissued Issuance Shares that may be issued plus (ii) the number of Forward Settlement Shares subject to the Forwards that have not then settled.
The opinion set forth below is limited to the Maryland General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued, delivered and paid for in accordance with the Distribution Agreement and/or a Confirmation, as applicable, and in exchange for a price per share equal to or greater than the minimum price authorized by the Company’s board of directors or a duly authorized committee thereof, will be validly issued, fully paid and nonassessable.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion letter as an exhibit to the Current Report and its incorporation by reference and the reference to our firm in that report. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP