UDR Prices Public Offering of 7,000,000 Shares of Common Stock

UDR, Inc. (the “Company”) (NYSE: UDR) announced today that it has priced an underwritten public offering of 7,000,000 shares of common stock for expected gross proceeds of approximately $306 million, all of which are being offered in connection with the forward sale agreements described below.

J.P. Morgan and Wells Fargo Securities are acting as joint book-running managers for the offering.

The Company has entered into forward sale agreements with J.P. Morgan and Wells Fargo Securities or their affiliates (the “forward purchasers”) with respect to 7,000,000 shares of its common stock. In connection with the forward sale agreements, the forward purchasers or their affiliates are expected to borrow and sell to the underwriters an aggregate of 7,000,000 shares of the common stock that will be delivered in this offering. Subject to its right to elect cash or net share settlement, which right is subject to certain conditions, the Company intends to deliver, upon physical settlement of such forward sale agreements on one or more dates specified by the Company occurring no later than March 29, 2022, an aggregate of 7,000,000 shares of its common stock to the forward purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, subject to certain adjustments as provided in the forward sale agreements.

The offering is expected to close on April 5, 2021, subject to customary closing conditions.

The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward purchasers or their affiliates in the offering. The Company expects to use the net proceeds, if any, it receives upon the future settlement of the forward sale agreements for planned acquisitions or other investments, the Company’s existing development and Developer Capital Program pipeline, and working capital and general corporate purposes, which may include the repayment of outstanding indebtedness under the Company’s commercial paper program, unsecured revolving credit facility and working capital credit facility, if any.

Selling common stock through the forward sale agreements enables the Company to set the price of such shares upon the pricing of the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company until the expected funding requirements described above have occurred.