v3.26.3
NONCONTROLLING INTERESTS
9 Months Ended
Sep. 30, 2026
NONCONTROLLING INTERESTS  
NONCONTROLLING INTERESTS

9. NONCONTROLLING INTERESTS

Redeemable Noncontrolling Interests in the Operating Partnership and DownREIT Partnership

Interests in the Operating Partnership held by limited partners are represented by OP Units. Prior to the liquidation of the DownREIT Partnership in July 2026, interests in the DownREIT Partnership held by limited partners were represented by DownREIT Units. In connection with the liquidation, the assets of the DownREIT Partnership were acquired by the Operating Partnership, and the outstanding DownREIT Units were exchanged on a one-for-one basis for units of two new classes of units in the Operating Partnership. The new Operating Partnership units received by the former outside limited partners of the DownREIT Partnership have economic terms that are substantially the same as those of the DownREIT Units, including with respect to distributions and redemption rights. Because the Company already consolidated both entities, the transaction did not result in any changes to the Company’s assets or liabilities. Income is allocated to holders of OP Units and, through the date of liquidation, DownREIT Units, based upon net income attributable to common stockholders and the weighted average number of OP Units/DownREIT Units outstanding to total common shares plus OP Units/DownREIT Units outstanding during the period. Capital contributions, distributions, and profits and losses are allocated to noncontrolling interests in accordance with the terms of the partnership agreements of the Operating Partnership and, prior to its liquidation, the DownREIT Partnership.

Limited partners of the Operating Partnership have the right to require the Operating Partnership to redeem all or a portion of the OP Units held by the limited partner at a redemption price equal to and in the form of the Cash Amount (as defined in the amended and restated partnership agreement of the Operating Partnership), provided that such OP Units have been outstanding for at least one year, subject to certain exceptions. UDR, as the general partner of the Operating Partnership, may, in its sole discretion, purchase the OP Units by paying to the limited partner either the Cash Amount or the REIT Share Amount (generally one share of common stock of the Company for each OP Unit), as defined in the amended and restated partnership agreement of the Operating Partnership. Prior to its liquidation,

DownREIT Units were subject to the same redemption terms under the partnership agreement of the DownREIT Partnership, and the new Operating Partnership units received by the former outside limited partners of the DownREIT Partnership have substantially the same redemption rights, subject to certain exceptions. Accordingly, the Company records the OP Units outside of permanent equity and reports the OP Units at their redemption value using the Company’s stock price at each balance sheet date. As of December 31, 2025, DownREIT Units were also recorded outside of permanent equity at their redemption value.

The following table sets forth redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership for the following period (dollars in thousands):

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Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership at December 31, 2025

  ​ ​ ​

$

859,966

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Mark-to-market adjustment to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership

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(49,984)

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OP Units issued for real estate, net

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2,837

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Conversion of OP Units/DownREIT Units to Common Stock or Cash

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(32,697)

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Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership

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32,438

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Distributions to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership

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(30,951)

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Redeemable Long-Term and Short-Term Incentive Plan Units

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17,467

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Allocation of other comprehensive income/(loss)

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118

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Redeemable noncontrolling interests in the Operating Partnership at September 30, 2026

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$

799,194

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Noncontrolling Interests

Noncontrolling interests represent interests of unrelated partners in certain consolidated affiliates, and are presented as part of equity on the Consolidated Balance Sheets since these interests are not redeemable. Net (income)/loss attributable to noncontrolling interests was less than $(0.1) million and less than $(0.1) million during the three months ended September 30, 2026 and 2025, respectively, and less than $(0.1) million and less than $(0.1) million during the nine months ended September 30, 2026 and 2025, respectively.