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S-3 S-3ASR EX-FILING FEES 0000074208 UDR, Inc. N/A Y N 0000074208 2026-02-18 2026-02-18 0000074208 1 2026-02-18 2026-02-18 0000074208 2 2026-02-18 2026-02-18 0000074208 3 2026-02-18 2026-02-18 0000074208 4 2026-02-18 2026-02-18 0000074208 5 2026-02-18 2026-02-18 0000074208 6 2026-02-18 2026-02-18 0000074208 7 2026-02-18 2026-02-18 0000074208 8 2026-02-18 2026-02-18 0000074208 9 2026-02-18 2026-02-18 0000074208 1 2026-02-18 2026-02-18 0000074208 2 2026-02-18 2026-02-18 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

UDR, Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock 457(r) 0.0001381
Fees to be Paid 2 Equity Preferred Stock 457(r) 0.0001381
Fees to be Paid 3 Other Depositary Shares 457(r) 0.0001381
Fees to be Paid 4 Debt Debt Securities 457(r) 0.0001381
Fees to be Paid 5 Debt Guarantees of Debt Securities 457(r) 0.0001381
Fees to be Paid 6 Other Warrants 457(r) 0.0001381
Fees to be Paid 7 Other Subscription Rights 457(r) 0.0001381
Fees to be Paid 8 Other Purchase Contracts 457(r) 0.0001381
Fees to be Paid 9 Other Purchase Units 457(r) 0.0001381
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 0.00

$ 0.00

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 66,962.00

Net Fee Due:

$ 0.00

Offering Note

1

Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder. This registration statement covers offers, sales and other distributions of the securities listed in this table from time to time at prices to be determined, as well as shares of preferred stock distributable upon the termination of a deposit arrangement for depositary shares so offered or sold, and shares of common stock issuable upon the exchange or conversion of shares of preferred stock so offered or sold that are exchangeable for or convertible into shares of common stock or upon the exercise of common stock warrants so offered, sold or distributed. This registration statement covers shares of preferred stock, depositary shares, shares of common stock, debt securities or other securities registered hereby that may be offered or sold pursuant to subscription rights. This registration statement also covers shares of preferred stock, depositary shares, shares of common stock, debt securities, guarantees and warrants that may be offered or sold under delayed delivery contracts pursuant to which the counterparty may be required to purchase such securities, as well as such contracts themselves. Such contracts would be issued with the specific securities to which they relate. Not required to be included pursuant to Form S-3 General Instruction II.F. We are registering an indeterminate aggregate principal amount and number of securities of each identified class of securities, which may be offered from time to time in unspecified numbers and at indeterminate prices, and as may be issued upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including under any applicable anti-dilution provisions. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. In accordance with Rules 456(b) and 457(r), we are deferring payment of the entire registration fee.

2

See Note 1.

3

See Note 1. Each depositary share will be issued under a deposit agreement, which will represent an interest in a fractional share or multiple shares of Preferred Stock and will be evidenced by a depositary receipt.

4

See Note 1.

5

See Note 1. We also are registering an indeterminate amount of guarantees by certain of our subsidiaries, including United Dominion Realty, L.P., of debt securities. Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees being registered hereby.

6

See Note 1.

7

See Note 1.

8

See Note 1.

9

See Note 1. Each unit will be issued under a unit agreement and will represent an interest in two or more other securities, which may or may not be separable from each other.

Table 2: Fee Offset Claims and Sources ☐Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims 1 UDR, Inc. S-3 333-269757 02/14/2023 $ 66,962.00 Equity Common Stock, $0.01 par value per share 14,016,954 $ 766,306,875.00
Fee Offset Sources UDR, Inc. S-3 333-269757 02/14/2023 $ 66,962.00

Rule 457(p) Statement of Withdrawal, Termination, or Completion:

1

On February 14, 2023, the Company filed a 425(b)(5) prospectus supplement (the "Prior Prospectus Supplement") to the base prospectus contained in the Company's Registration Statement on Form S-3 (File No. 333- 269757) (the "2023 Registration Statement") in connection with the Company's "at-the-market" offering program (the "ATM Program"). In connection with the Prior Prospectus Supplement, the Company owed a filing fee of $66,962 to register the offering of 14,016,954 shares of the Company's common stock, of which $66,962 was applied from registration fees previously paid for unsold securities under the Company's prospectus supplement dated July 29, 2021 to the base prospectus contained in the Company's Registration Statement on Form S-3 (File No. 333- 236846). No shares were sold under the Prior Prospectus Supplement and 14,016,954 shares of common stock registered in connection with the ATM Program remain unsold as of the date hereof. The 2023 Registration Statement expired on February 14, 2026 and the Company has terminated the offering that included the unsold shares of common stock under the Prior Prospectus Supplement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $66,962 that has already been paid and remains unused with respect to the securities that were previously registered pursuant to the Prior Prospectus Supplement and were not sold thereunder may be applied to offset the filing fees payable pursuant to this registration statement. Unsold Aggregate Offering Amount Associated with Fee Offset Claimed is based on the assumed maximum offering price for purposes of calculating, in accordance with Rule 457(c), the registration fee contemporaneously paid in connection with the unsold securities with the Prior Prospectus Supplement.

Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A