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INCOME/(LOSS) PER SHARE

9 Months Ended

Sep. 30, 2025

INCOME/(LOSS) PER SHARE

INCOME/(LOSS) PER SHARE

8. INCOME/(LOSS) PER SHARE

The following table sets forth the computation of basic and diluted income/(loss) per share for the periods presented (dollars and shares in thousands, except per share data):


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2025			2024			2025			2024
Numerator for income/(loss) per share:
Net income/(loss)		$	43,130		$	24,077		$	165,430		$	101,400
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership			(2,709)			(1,574)			(10,593)			(6,736)
Net (income)/loss attributable to noncontrolling interests			(12)			94			(35)			(35)
Net income/(loss) attributable to UDR, Inc.			40,409			22,597			154,802			94,629
Distributions to preferred stockholders — Series E (Convertible)			(1,211)			(1,197)			(3,628)			(3,638)
Income/(loss) attributable to common stockholders - basic and diluted		$	39,198		$	21,400		$	151,174		$	90,991


Denominator for income/(loss) per share:
Weighted average common shares outstanding			331,178			329,788			331,200			329,488
Unvested restricted stock awards			(510)			(367)			(508)			(387)
Denominator for basic income/(loss) per share			330,668			329,421			330,692			329,101
Incremental shares issuable from assumed conversion of unvested LTIP Units, performance units, stock options and unvested restricted stock			573			1,136			751			654
Denominator for diluted income/(loss) per share			331,241			330,557			331,443			329,755

Income/(loss) per weighted average common share:
Basic		$	0.12		$	0.06		$	0.46		$	0.28
Diluted		$	0.12		$	0.06		$	0.46		$	0.28

Basic income/(loss) per common share is computed based upon the weighted average number of common shares outstanding. Diluted income/(loss) per common share is computed based upon the weighted average number of common shares outstanding plus the following items if dilutive in the current period: the common shares issuable from the assumed conversion of the OP Units and DownREIT Units, convertible preferred stock, stock options, unvested long-term incentive plan units (“LTIP Units”), performance units, unvested restricted stock and continuous equity program forward sales agreements. Only those instruments having a dilutive impact on our basic income/(loss) per share are included in diluted income/(loss) per share during the periods. For the three and nine months ended September 30, 2025 and 2024, the effect of the conversion of the OP Units, DownREIT Units and the Company’s Series E preferred stock was not dilutive and therefore not included in the above calculation.

In July 2021, the Company entered into an ATM sales agreement under which the Company may offer and sell up to 20.0 million shares of its common stock, from time to time, to or through its sales agents and may enter into separate forward sales agreements to or through its forward purchasers. Upon entering into the ATM sales agreement, the Company simultaneously terminated the sales agreement for its prior at-the-market equity offering program, which was entered into in July 2017. During the three and nine months ended September 30, 2025, the Company did not sell any shares of common stock through its ATM program. As of September 30, 2025, we had 14.0 million shares of common stock available for future issuance under the ATM program.

In connection with any forward sales agreement under the Company’s ATM program, the relevant forward purchasers will borrow from third parties and, through the relevant sales agent, acting in its role as forward seller, sell a number of shares of the Company’s common stock equal to the number of shares underlying the agreement. The Company does not initially receive any proceeds from any sale of borrowed shares by the forward seller.

For the three and nine months ended September 30, 2025, the Company did not enter into any forward purchase agreements under its continuous equity program.

During the three and nine months ended September 30, 2025, the Company repurchased 0.7 million shares of its common stock at an average price of $38.37 per share for total consideration of approximately $25.0 million under its share repurchase program. In October 2025, the Company repurchased an additional 0.3 million shares of its common stock at an average price of $36.14 per share for total consideration of approximately $10.0 million under its share repurchase program.

The following table sets forth the additional shares of common stock outstanding, by equity instrument, if converted to common stock for each of the three and nine months ended September 30, 2025 and 2024 (in thousands):


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2025		2024		2025		2024
OP/DownREIT Units		22,816		23,854		22,851		24,198
Convertible preferred stock		2,816		2,815		2,816		2,858
Unvested LTIP Units, performance units, stock options, and unvested restricted stock		573		1,136		751		654