UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of Earliest Event Reported): February 14, 2023

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UDR, Inc.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (720) 283-6120

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Not Applicable

Former name or former address, if changed since last report

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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:

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☐  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))

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Securities registered pursuant to Section 12(b) of the Act:

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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).

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Emerging growth company ☐

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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 14, 2023, UDR, Inc., a Maryland corporation (the “Company”), entered into an amendment to the ATM Sales Agreement, dated July 29, 2021 (the “Sales Agreement”), for the offering, from time to time, of the Company’s common stock. The purpose of the amendment to the Sales Agreement was, among other things, to revise the definition of “Forward Purchasers” under the Sales Agreement, to reference the Company’s shelf registration statement on Form S-3 (File No. 333-269757) that was filed with the Securities and Exchange Commission on February 14, 2023 (the “Registration Statement”), and to make certain revisions to the form of forward confirmation attached to the Sales Agreement.

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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.

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Amendment to Distribution Agreement for MTN Program

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On February 14, 2023, 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 and May 7, 2020 (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 revise the definitions of “Agents” and “Trustee” under the Distribution Agreement and to reference the Registration Statement.

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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.

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Item 9.01 Financial Statements and Exhibits

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(d) Exhibits

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SIGNATURES

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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.

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