UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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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): June 21, 2021

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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          ☐

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.    ☐

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Item 8.01. Other Events.

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On June 21, 2021, UDR, Inc., a Maryland corporation (the “Company”), entered into (i) the Underwriting Agreement, dated June 21, 2021 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc. and Citigroup Global Markets Inc., in their capacities as underwriters (together, the “Underwriters”); and certain of their affiliates, in their capacities as forward purchasers (together, the “Forward Purchasers”); and BofA Securities, Inc. (in its capacity as an agent of BofA) and Citigroup Global Markets Inc. (in its capacity as an agent of Citibank), in their capacities as forward sellers; and (ii) the two letter agreements, each dated June 21, 2021 (together, the “Confirmations”), by and between the Company and each of the Forward Purchasers, relating to the forward issuance and sale of 6,100,000 shares of the Company’s common stock (the “Shares”). The initial forward price under the Confirmations is $49.216 per Share. The sale of Shares closed on June 24, 2021.

The Shares were offered pursuant to an effective shelf registration statement on Form S-3 on file with the Securities and Exchange Commission. Copies of the Underwriting Agreement and the Confirmations are attached as Exhibits 1.1 through 1.3 to this Current Report on Form 8-K and are incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to such exhibits.

Morrison & Foerster LLP, as counsel to the Company, has issued its opinion with respect to the legality of the Shares, which opinion is attached hereto and incorporated herein by reference as Exhibit 5.1.

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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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