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UDRUDR, Inc.

Real estate · REIT · NYSE
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The 10-K against last year's

71 changes: 7 added, 9 removed, 52 reworded, 3 quiet changes

10-K Feb 17, 2026 vs Feb 18, 2025
Risk FactorsRedline ↓
11.2%
of the text changed · 14,975 words now
17.2%
of the text changed · 9,698 words now

10-K 0000074208-26-000013 (2026-02-17) vs 10-K 0000074208-25-000010 (2025-02-18) Not compared: Legal Proceedings, Accounting Policies.

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 299 words changed in this paragraph; it is 59% similar to last year's version.
The Adoption of, or Changes to, Rent Control, Rent Stabilization, Eviction, Tenants’ Rights and Similar Laws and Regulations in Our Markets Could Have an Adverse Effect on Our Results of Operations and Property Values. Various state and local governments as well as the federal government have enacted and may continue to enact rent control, rent stabilization, or limitations, eviction, tenants’ rights, allowable fees, and similar laws, regulations other matters, as well as any lawsuits against us arising from such laws and policies, including laws or court orders, that could regulations, may limit our ability to raise rents charge market rents, increase rents, evict delinquent tenants or charge certain fees fees, or recover increases in our operating expenses, which could have a retroactive effect. an adverse effect on our results of operations and the value of our properties. These laws, regulations and policies may apply prospectively or retroactively. For example, in June 2019, 2023, Montgomery County, Maryland enacted rent control that initially impacts a portion of our portfolio in that market. In 2024, the State of New York enacted passed the Good Cause Eviction Law, which established rent limits on certain market-rate apartments. In the City of New York, the new administration is seeking to freeze rent control regulations known as increases for covered properties. Although our properties currently have minimal exposure to the Housing Stability and Tenant Protection Act of 2019, city’s allowable annual rent increases, such a freeze, or other measures that seek to increase affordability, would in October of 2019, the State of California enacted the Tenant Protection Act of 2019, and in September turn reduce our property values. In 2024, the City of Salinas California, Salinas, California passed a rent stabilization ordinance. ordinance that impacted all our properties within the city. In 2025, the State of Washington enacted statewide rent control, which initially impacts a portion of our properties within the state. In some cases cases, the increases in rents allowed by such regulations may not offset increases in expenses, whether such increases in expenses are due to inflation or otherwise. We have seen a recent increase in governments enacting or considering, or being urged to consider, such laws and regulations. Federal, state and local governments or courts also have made, and may make in the future, changes to laws related to allowable fees and rents, eviction and other tenants’ rights laws and regulations (including changes that apply retroactively) that could adversely impact our results of operations and the value of our properties. Laws and regulations regarding rent control, rent stabilization, eviction, tenants’ rights, allowable fees, and other matters, as well as any lawsuits against us arising from such laws and regulations, may limit our ability to charge market rents, increase rents, evict delinquent tenants or charge fees, or recover increases in our operating expenses, which could have an adverse effect on our results of operations and the value of our properties. In addition, the increases in regulations applicable to our business in general may increase our costs of compliance and could have an adverse effect on our financial performance.

Source: Item 1A, 10-K 0000074208-26-000013 vs Item 1A, 10-K 0000074208-25-000010

MD&A 162 words changed in this paragraph; it is 43% similar to last year's version.
Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to Adjusted SOFR plus a margin of 77.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to Adjusted SOFR plus a margin of 83.0 85.0 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 70 to 140 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 75 to 160 basis points. Further, the Credit Agreement includes sustainability adjustments pursuant to which the applicable margin for the Term Loan may be reduced by up to two basis points contingent upon the Company receiving green building certifications, which is reflected in the margin noted above. In addition, the Credit Agreement allows for the Company in consultation with the sustainability structuring agent to propose key performance indicators with respect to certain environmental, social, and governance goals of the Company, and thresholds or targets with respect thereto, and a related amendment to the Credit Agreement, that if entered into may allow a change in the applicable margin for the Revolving Credit Facility of up to four basis points and a change in the applicable facility fee of up to one basis point.

Source: Item 7, 10-K 0000074208-26-000013 vs Item 7, 10-K 0000074208-25-000010

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of UDR's Risk Factors and MD&A, 10-K 2026-02-17 against 10-K 2025-02-18. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
our stockholders. Even if we continue to qualify as a REIT, we will continue to be subject to certain federal, state and local taxes on our income and property.

Read it in 10-K 2026-02-17 at sec.gov ↗

RemovedRisk Factors
Mezzanine Loan or Other Loan Assets Involve Greater Risks of Loss than Senior Loans Secured by Income-Producing Properties. We have originated in the past and may in the future originate mezzanine loans, which take the form of subordinated loans secured by second mortgages on the underlying property, which may be under development, or subordinated loans secured by a pledge of the ownership interests of either the entity owning the property, which may

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
existing buildings. If we fail to satisfy the expectations of investors, tenants and other stakeholders, our initiatives are not executed as planned, we are unable to comply with regulations or we do not satisfy our goals, our reputation and financial results could be adversely affected.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
dividends under Section 199A of the Code, reducing the effective tax rate applicable to such dividends (although such provision will expire after December 31, 2025 absent future legislation).

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedRisk Factors
state or local tax audits. If we (or such entities) become subject to federal, state or local tax audits, the ultimate result of such audits could have an adverse effect on our financial condition and results of operations.

Read it in 10-K 2025-02-18 at sec.gov ↗

RewordedRisk Factors
Various state and local governments as well as the federal government have enacted and may continue to enact rent control, rent stabilization, or limitations, eviction, tenants’ rights, allowable fees, and similar laws, regulations other matters, as well as any lawsuits against us arising from such laws and policies, including laws or court orders, that could regulations, may limit our ability to raise rents charge market rents, increase rents, evict delinquent tenants or charge certain fees fees, or recover increases in our operating expenses, which could have a retroactive effect. an adverse effect on our results of operations and the value of our properties.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedRisk Factors
The U.S. economy has during certain periods over the last few years experienced periods of high rates of inflation, inflation and could again, including due to pressures related to recently announced tariffs, which has increased in the past increased, and could in the future increase, our operating expenses due to higher third party vendor costs and increased our interest expense due to higher interest rates on our variable rate debt.

Read it in 10-K 2026-02-17 at sec.gov ↗

Show the other 35
RewordedRisk Factors
In the past we have pursued pursued, and we are currently pursuing, the development and construction of apartment communities, and we intend to do so in the future as appropriate opportunities arise. communities.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedRisk Factors
In the past we have pursued the development and construction of apartment communities, and we We intend to continue to do so in the future as appropriate opportunities arise.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedRisk Factors
However, individual U.S. stockholders generally may deduct 20% of our regular dividends under Section 199A of the Code, reducing the effective tax rate applicable to such dividends.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedRisk Factors
We have in the past experienced cybersecurity breaches on our information technology systems or relating to software or third party vendor systems that we utilize, and, while none to date have been material to us, we expect such breaches may occur in the future.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedRisk Factors
The Maryland General Corporation Law restricts mergers and other business combination transactions between us and any person who acquires beneficial ownership of shares of our stock representing 10% or more of the voting power without our board of directors’ prior approval.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedRisk Factors
Development We may conduct development activities have been, and in the future may be, conducted through wholly-owned affiliated companies or through joint ventures with unaffiliated parties.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedRisk Factors
Generally, we do not directly pass through costs resulting from compliance with or changes in real estate tax laws to residential property tenants.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedRisk Factors
Our ability to lease our properties at favorable rates is adversely affected by increases in supply in the multifamily and other rental markets and is dependent upon the overall level in the economy, which is adversely affected by, among other things, job losses and unemployment levels, recession, debt levels, housing markets, stock market volatility volatility, any federal government shutdown and uncertainty about the future.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedRisk Factors
In addition, changes in federal and state legislation and regulation on climate change may result in increased capital expenditures to improve the energy efficiency of our existing communities and also may require us to spend more on our new development communities without a corresponding increase in revenue.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedRisk Factors
In addition, certain locations have enacted enacted, and others may in the future enact enact, sustainability regulations pertaining to buildings, including existing buildings.

Read it in 10-K 2026-02-17 at sec.gov ↗

Quiet changesRisk Factors
The following is a description of important material factors that may cause the Company’s actual results in future periods to differ materially from those currently expected or discussed in forward-looking statements set forth in this Report relating to our financial results, operations and business prospects.

Read it in 10-K 2026-02-17 at sec.gov ↗

Quiet changesRisk Factors
To the extent the entity defaults on third-party debt or is unable to refinance such debt or a any portion thereof, we may acquire such debt or otherwise take action, including contributing additional capital, to protect our position that we would not take absent the default or inability to refinance.

Read it in 10-K 2026-02-17 at sec.gov ↗

AddedMD&A
(b) As of December 31, 2025, the Company was developing one wholly-owned community with a total of 300 apartment homes, none of which have been completed.

Read it in 10-K 2026-02-17 at sec.gov ↗

AddedMD&A
In December 2025, the Company contributed four wholly-owned operating communities, totaling 974 apartment homes located in various markets, to our existing joint venture with LaSalle, while maintaining our 51%

Read it in 10-K 2026-02-17 at sec.gov ↗

AddedMD&A
million increase in NOI from stabilized, non-mature communities, primarily due to completed development communities and an acquired community becoming stabilized.

Read it in 10-K 2026-02-17 at sec.gov ↗

RemovedMD&A
(b) The Company had two communities located in Brooklyn, New York and Englewood, New Jersey that met the criteria to be classified as held for disposition at December 31, 2024.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
In August 2024, the Company issued $300.0 million of 5.125% senior medium-term notes due September 1, 2034. Interest is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2025. The notes were priced at 98.977% of the principal amount of the notes. The Company used the net proceeds to pay down outstanding indebtedness under its commercial paper program. The Company entered into and settled treasury lock arrangements to hedge against all interest rate risk of the debt. The all-in weighted average interest rate, inclusive of the impact of the treasury locks, was 4.95%.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
In August 2023, the Company acquired a portfolio of six operating communities totaling 1,753 apartment homes, which included four operating communities in Dallas, Texas and two operating communities in Austin, Texas, for a purchase price of $354.6 million. The Company acquired the portfolio with a combination of cash, the assumption of six mortgage loans with an outstanding principal balance of approximately $209.4 million (fair value of $191.7 million), and the issuance of 3.6 million OP Units to the seller valued at $141.4 million. The OP Units were valued based on the closing price per share of UDR’s common stock on the date of acquisition in accordance with GAAP. The Company increased its real estate assets owned by approximately $344.8 million, recorded $9.8 million of in-place lease intangibles, and recorded a $17.6 million debt discount in connection with the below-market debt assumed.

Read it in 10-K 2025-02-18 at sec.gov ↗

RemovedMD&A
an increase in general and administrative expenses of $14.4 million primarily attributable to severance benefits associated with the retirement of an executive officer and the reorganization of certain departments, higher incentive and bonus accruals primarily driven by better Company performance, and

Read it in 10-K 2025-02-18 at sec.gov ↗

RewordedMD&A
The decrease in cash used in investing activities was primarily due to a decrease an increase in acquisitions, a decrease in spend for development proceeds from the sales of real estate assets, a decrease in spend for capital expenditures, investments, an increase in distributions received from unconsolidated joint ventures and partnerships, and a decrease in cash investments spend for development of real estate assets, partially offset by an increase in unconsolidated joint ventures, and a decrease from acquisitions, an increase in the net issuance of notes receivable during the current year compared to the prior year, partially offset by a decrease an increase in proceeds from sales of real estate. investments in unconsolidated joint ventures and partnerships, and an increase in spend for non-real estate capital expenditures.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedMD&A
The decrease increase in 2024 2025 as compared to 2023 2024 was primarily attributed to the noncontrolling interests’ share of a the gain from the sale of an operating community in Arlington, Virginia during the year ended December 31, 2024, as compared to the noncontrolling interests’ share of the gains from the partial sale of four operating communities located in various markets and a gain form the sale of an two operating community communities located in Hillsboro, Oregon Brooklyn, New York and Englewood, New Jersey during the year ended December 31, 2023. 2025, as compared to the sale of one operating community located in Arlington, Virginia in the same period of 2024.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedMD&A
The increase in cash flow from operating activities was primarily due to an increase in net operating income (“NOI”), primarily driven by higher revenue per occupied home, home and an increase in weighted average physical occupancy, NOI from additional occupancy and changes in operating communities, assets and an increase liabilities, partially offset by a decrease in operating distributions from our unconsolidated joint ventures, partially offset by higher borrowing costs. ventures and partnerships.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedMD&A
Based on the Company’s current credit rating, the Working Capital Revolving Credit Facility has an interest rate equal to Adjusted SOFR plus a margin of 77.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to SOFR plus a margin of 85.0 basis points.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedMD&A
The decrease increase of $30.1 $31.5 million was primarily due to no non-cash loan reserve in 2025 as compared to a recorded $37.3 million non-cash loan reserve related to one of the Company’s joint venture loan investments during the year end December 31, 2024, which was due to the Company’s assessment of the borrower’s ability to make future scheduled payments on the senior loan and a decrease in the value of the operating community, partially offset by a $9.7 $6.6 million increase decrease in interest income from our notes receivables primarily due to higher outstanding lower notes receivable balances during the year ended December 31, 2024, 2025, as compared the same period in 2023. 2024.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedMD&A
In addition, the Credit Agreement allows for the Company in consultation with the sustainability structuring agent to propose key performance indicators with respect to certain environmental, social, and governance goals of the Company, and thresholds or targets with respect thereto, and a related amendment to the Credit Agreement, that if entered into may allow a change in the applicable margin for the Revolving Credit Facility Term Loan of up to four five basis points and a change in the applicable facility fee of up to one basis point. points.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedMD&A
In August 2024, September 2025, the Company amended the Revolving Credit Facility Term Loan to extend the maturity date to August 31, 2028, January 2029, with two six-month one-year extension options. options, subject to certain conditions.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedMD&A
In August 2024, September 2025, the Company amended the Revolving Credit Facility Term Loan to extend the maturity date to August 31, 2028, January 2029, with two six-month one-year extension options. options, subject to certain conditions.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedMD&A
In January 2024, November 2025, the Company acquired its joint venture partner’s common equity interest in a 173 406 apartment home operating community located in Oakland, California Woodbridge, Virginia for $1.4 approximately $147.7 million.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedMD&A
In January 2024, May 2025, the Company acquired its joint venture partner’s common the developer’s equity interest in a 173 478 apartment home operating community located in Oakland, California for $1.4 million. Philadelphia, Pennsylvania.

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedMD&A
The Operating Partnership is the subsidiary guarantor of certain of our registered debt securities, including the $300 million of medium-term notes due September 2026, $300 million of medium-term notes due July 2027, $300 million of medium-term notes due January 2028, $300 million of medium-term notes due January 2029, $600 million of medium-term notes due January 2030, $600 million of medium-term notes due August 2031, $400 million of medium-term notes due August 2032, $350 million of medium-term notes due March 2033, $300 million of medium-term notes medium-

Read it in 10-K 2026-02-17 at sec.gov ↗

RewordedMD&A
The Company did not recognize incur any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures or partnerships during the years year ended December 31, 2024 and 2023, other than the one preferred equity investment discussed above. 2025.

Read it in 10-K 2026-02-17 at sec.gov ↗

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