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JOINT VENTURES AND PARTNERSHIPS

9 Months Ended

Sep. 30, 2025

JOINT VENTURES AND PARTNERSHIPS

JOINT VENTURES AND PARTNERSHIPS

5. JOINT VENTURES AND PARTNERSHIPS

UDR has entered into joint ventures and partnerships with unrelated third parties to own, operate, acquire, renovate, develop, redevelop, dispose of, and manage real estate assets that are either consolidated and included in Real estate owned on the Consolidated Balance Sheets or are accounted for under the equity method of accounting, and are included in Investment in and advances to unconsolidated joint ventures, net, on the Consolidated Balance Sheets. The Company consolidates the entities that we control as well as any variable interest entity where we are the primary beneficiary. Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest.

UDR’s joint ventures and partnerships are funded with a combination of debt and equity. Our losses are typically limited to our investment and except as noted below, the Company does not guarantee any debt, capital payout or other obligations associated with our joint ventures and partnerships.

Unconsolidated joint ventures and partnerships

The Company recognizes earnings or losses from our investments in unconsolidated joint ventures and partnerships consisting of our proportionate share of the net earnings or losses of the joint ventures and partnerships. In addition, we may earn fees for providing management services for the communities held by the unconsolidated joint ventures and partnerships.

The following table summarizes the Company’s investment in and advances to unconsolidated joint ventures and partnerships, net, which are accounted for under the equity method of accounting as of September 30, 2025 and December 31, 2024 (dollars in thousands):


		Number of		Number of
		Operating		Apartment		UDR's Weighted Average												Income/(loss) from investments
		Communities		Homes		Ownership Interest						Investment at						Three Months Ended						Nine Months Ended
		September 30,		September 30,		September 30,			December 31,			September 30,			December 31,			September 30,						September 30,
Joint Ventures		2025		2025		2025		2024				2025			2024			2025			2024			2025			2024
Operating:
UDR/MetLife (a)		13		2,837		50.2	%		50.2	%		$	195,387		$	206,308		$	62		$	(2,050)		$	(2,114)		$	(5,304)
UDR/LaSalle		5		1,590		51.0	%		51.0	%			258,381			267,562			(813)			(1,311)			(2,774)			(6,982)
Total Joint Ventures		18		4,427								$	453,768		$	473,870		$	(751)		$	(3,361)		$	(4,888)		$	(12,286)


		Number of		Apartment														Income/(loss) from investments
		Commitments		Homes		Weighted						Investment at						Three Months Ended						Nine Months Ended
Debt and Preferred Equity Program		September 30,		September 30,		Average			UDR			September 30,			December 31,			September 30,						September 30,
and Real Estate Technology Investments (b)		2025		2025		Rate			Commitment (c)			2025			2024			2025			2024			2025			2024
Preferred equity investments:
Operating		12		6,766		9.7	%		$	354,989		$	379,437		$	299,846		$	6,581		$	(1,253)		$	16,623		$	9,961

Real estate technology and sustainability investments:
Real estate technology and sustainability investments		N/A		N/A		N/A			$	86,000			71,900			57,344			4,416			493			5,927			5,950
Total Debt and Preferred Equity Program and Real Estate Technology and Sustainability Investments													451,337			357,190			10,997			(760)			22,550			15,911

Sold unconsolidated joint ventures and partnerships													—			81,123			3,765			2,241			5,792			7,626

Total investment in and advances to unconsolidated joint ventures, net (a)												$	905,105		$	912,183		$	14,011		$	(1,880)		$	23,454		$	11,251

(a)	As of September 30, 2025 and December 31, 2024, the Company’s negative investment in one UDR/MetLife community of $6.5 million and $5.3 million, respectively, is recorded in Accounts payable, accrued expenses, and other liabilities on the Consolidated Balance Sheets.

(b)

The Debt and Preferred Equity Program is the program through which the Company makes investments, including preferred equity investments, first mortgage loans, mezzanine loans (loans are recorded in Notes receivable, net on the Consolidated Balance Sheets) or other structured investments that may receive a fixed yield on the investment and may include provisions pursuant to which the Company participates in the increase in value of the property upon monetization of the applicable property. The Company’s preferred equity investments include three investments that receive a variable percentage of the value created from the project upon a capital or liquidating event. During the nine months ended September 30, 2025, the Company entered into and funded three new preferred equity investment and two preferred equity investment were redeemed.

In April 2025, the Company entered into a joint venture agreement with an unaffiliated joint venture partner in an operating community with a total of 256 apartment homes located in Daly City, California. The Company’s preferred equity investment of $13.0 million earns a preferred return of 12.0% per annum. The unaffiliated joint venture partner is the managing member of the joint venture. The Company has concluded that it does not control the joint ventures and accounts for its investments under the equity method of accounting.

In June 2025, the Company received full repayment of its approximately $54.8 million preferred equity investment, which was inclusive of principal and accrued return, in a stabilized community located in Queens, New York, upon recapitalization of the venture.

In July 2025, the Company entered into a joint venture agreement with an unaffiliated joint venture partner in an operating community with a total of 350 apartment homes located in Orlando, Florida. The Company’s preferred equity investment of $23.8 million earns a preferred return of 11.25% per annum. The unaffiliated joint venture partner is the managing member of the joint venture. The Company has concluded that it does not control the joint venture and accounts for its investments under the equity method of accounting.

In August 2025, the Company entered into a joint venture agreement with an unaffiliated joint venture partner in an operating community with a total of 400 apartment homes located in Yorba Linda, California. The Company’s preferred equity investment of $35.8 million earns a preferred return of 10.0% per annum. The unaffiliated joint venture partner is the managing member of the joint venture. The Company has concluded that it does not control the joint venture and accounts for its investments under the equity method of accounting.

In September 2025, the Company received full repayment of its approximately $32.2 million preferred equity investment, which was inclusive of principal and accrued return, in a stabilized community located in Thousand Oaks, California.

(c)	Represents UDR’s maximum funding commitment only and therefore excludes other activity such as income from investments.

As of September 30, 2025 and December 31, 2024, the Company had deferred fees of $7.0 million and $7.6 million, respectively, which will be recognized through earnings over the weighted average life of the related properties, upon the disposition of the properties to a third party, or upon completion of certain development obligations.

The Company recognized management fees of $2.6 million and $2.1 million for the three months ended September 30, 2025 and 2024, respectively, and $7.1 million and $6.0 million for the nine months ended September 30, 2025 and 2024, respectively, for management of the communities held by the joint ventures and partnerships. The management fees are included in Joint venture management and other fees on the Consolidated Statements of Operations.

The Company may, in the future, make additional capital contributions to certain of our joint ventures and partnerships should additional capital contributions be necessary to fund acquisitions or operations.

We consider various factors to determine if a decrease in the value of our Investment in and advances to unconsolidated joint ventures, net is other-than-temporary. These factors include, but are not limited to, age of the venture, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity, and the relationships with the other joint venture partners and its lenders. Based on the significance of the unobservable inputs, we classify these fair value measurements within Level 3 of the valuation hierarchy. The Company did not incur any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures during the three and nine months ended September 30, 2025. For the three and nine months ended September 30, 2024,

the Company recorded an $8.1 million non-cash impairment loss on one of its preferred equity investment (recorded in Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations) due to a decrease in the value of the operating community that it deemed to be other-than-temporary.

Combined summary balance sheets relating to the unconsolidated joint ventures and partnerships (not just our proportionate share) are presented below as of September 30, 2025 and December 31, 2024 (dollars in thousands):


		September 30,			December 31,
		2025			2024
Total real estate, net		$	3,052,742		$	3,114,375
Investments, at fair value			469,137			372,478
Cash and cash equivalents			84,794			47,932
Other assets			126,537			147,344
Total assets		$	3,733,210		$	3,682,129

Third party debt, net		$	2,058,676		$	2,060,135
Accounts payable and accrued liabilities			169,168			158,505
Total liabilities			2,227,844			2,218,640
Total equity		$	1,505,366		$	1,463,489

Combined summary financial information relating to the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share) is presented below for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2025			2024			2025			2024
Total revenues		$	96,331		$	80,793		$	279,658		$	235,062
Property operating expenses			43,228			38,264			127,908			108,992
Real estate depreciation and amortization			40,099			37,412			121,171			112,465
Operating income/(loss)			13,004			5,117			30,579			13,605
Interest expense			(32,919)			(29,415)			(111,215)			(79,523)
Net unrealized/realized gain/(loss) on held investments			48,475			3,530			65,105			36,279
Other income/(loss)			193			(24)			3,579			(3,372)
Net income/(loss)		$	28,753		$	(20,792)		$	(11,952)		$	(33,011)