Item 8.01. Other Events.

On March 29, 2022, UDR, Inc., a Maryland corporation (the "Company"), entered into (i) the Underwriting Agreement, dated March 29, 2022 (the "Underwriting Agreement"), among the Company and Morgan Stanley & Co. LLC ("Morgan Stanley") and Citigroup Global Markets Inc. ("Citigroup"), in their capacities as underwriters (together, the "Underwriters"); Morgan Stanley and Citibank, N.A. ("Citibank"), in their capacities as forward purchasers (together, the "Forward Purchasers"); and Morgan Stanley and Citigroup (in its capacity as an agent of Citibank), in their capacities as forward sellers; and (ii) the two letter agreements, each dated March 29, 2022 (together, the "Confirmations"), by and between the Company and each of the Forward Purchasers, relating to the forward offering and sale of 7,000,000 shares of the Company's common stock (the "Shares"). The initial forward price under the Confirmations is $57.565 per Share. The sale of Shares closed on April 1, 2022.

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.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

 Exhibit No.     Description
 1.1              Underwriting Agreement, dated March 29, 2022, among the Company,
                the Underwriters, the Forward Sellers and the Forward Purchasers  .
1.2               Confirmation of Registered Forward Transaction, dated March 29,
                2022, by and between the Company and Morgan Stanley & Co. LLC  .
1.3               Confirmation of Registered Forward Transaction, dated March 29,
                2022, by and between the Company and Citibank, N.A  .
 5.1              Opinion of Morrison & Foerster LLP  .
 23.1             Consent of Morrison & Foerster LLP (included in Exhibit 5.1)  .
 104            Cover Page Interactive Data File - the cover page XBRL tags are
                embedded within the Inline XBRL document.

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