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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31,2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) Maryland(State or other jurisdiction of 1745 Shea Center Drive, Suite200,Highlands Ranch,Colorado80129(Address of principal executive offices) (zip code)Registrant’s telephone number, including area code: (720)283-6120Securities registered pursuant to Section12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par valueUDRNew York Stock Exchange Securities registered pursuant to Section12(g) of the Act: None(Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes⌧No◻ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Act. Yes☐No⌧ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days.Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit such files).Yes⌧No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule12b-2 of the Exchange Act.: Large Accelerated FilerþAccelerated Filer◻Non-Accelerated Filer◻SmallerReportingCompany☐Emerging GrowthCompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.◻ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.◻ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).◻ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No⌧ The aggregate market value of the shares of common stock of UDR, Inc. held by non-affiliates on June30, 2024 was approximately $5.9billion.This calculation excludes shares of common stock held by the registrant’s officers and directors and each person known by the registrant to beneficiallyown more than 5% of the registrant’s outstanding shares, as such persons may be deemed to be affiliates. This determination of affiliate status should notbe deemed conclusive for any other purpose. As of February 14, 2025, there were331,133,359shares of UDR, Inc.’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required by PartIII of this Report, to the extent not set forth herein, is incorporated by reference from UDR, Inc.’s definitiveproxy statement for the 2025 Annual Meeting of Stockholders. TABLE OF CONTENTS PAGEPARTIItem1. Business4Item1A. Risk Factors15Item1B. Unresolved Staff Comments32Item1C. Cybersecurity32Item2. Properties35Item3. Legal Proceedings35Item4. Mine Safety Disclosures35PARTIIItem5. Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities36Item6. [Reserved]38Item7. Management’s Discussion and Analysis of Financial Condition and Results ofOperations39Item7A. Quantitative and Qualitative Disclosures about Market Risk57Item8. Financial Statements and Supplementary Data57Item9. Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure57Item9A. Controls and Procedures57Item9B. Other Information58Item 9C. Disclosure Re