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.
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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
a decrease of 8.7%, or $8.0 million, in NOI enhancing improvements, such as kitchen and bath remodels and upgrades to common areas.
Read it in 10-K 2026-02-17 at sec.gov ↗
AddedMD&A
our proportionate share of the net income/(loss) of the joint ventures and partnerships was $28.4 million; and
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 ↗
RemovedMD&A
annual market increases for personnel compensation during the year ended December 31, 2024, as compared to the same period in 2023;
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 ↗
Quiet changesMD&A
(a) NOI enhancing improvements are expenditures that we believe will result in increased income generation or decreased expense growth.
Read it in 10-K 2026-02-17 at sec.gov ↗