Item 1.01 Entry into a Material Definitive Agreement.

On October 21, 2014, Urstadt Biddle Properties Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BMO Capital Markets Corp., as representative of the several underwriters listed on Schedule I thereto (the “Underwriters”), to issue and sell 2,800,000 shares of the Company’s 6.75% Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series G Preferred Stock”), with a liquidation preference of $25.00 per share, in an underwritten public offering. In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 200,000 shares of the Series G Preferred Stock. The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company has agreed to indemnify the Underwriters against certain liabilities. The shares are being offered pursuant to the Company’s prospectus supplement dated October 21, 2014 and the accompanying base prospectus dated September 24, 2014, filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-198664) (the “Registration Statement”), which was initially filed with the SEC on September 9, 2014 and declared effective on September 24, 2014. The closing of the offering is expected to occur on or about October 28, 2014, subject to satisfaction of customary closing conditions.

The foregoing summary of the terms of the Underwriting Agreement is only a brief description of certain terms therein and does not purport to be a complete description of the rights and obligations of the parties thereunder.  A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including statements on our expectations regarding the completion and anticipated proceeds of the offering and the use of such proceeds thereof.  These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Completion of the offering on the terms described, and the application of net proceeds, are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in or incorporated by reference into the Risk Factors section of the Company’s Registration Statement on Form S-3. The Company undertakes no obligation to update these statements for revisions or changes except as required by law.

Item 3.03 Material Modification to Rights of Security Holders.

On October 24, 2014, the Company filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary to the charter of the Company, pursuant to which the Company has classified and designated 3,000,000 of the authorized but unissued shares of preferred stock, $0.01 par value per share, of the Company as shares of the Series G Preferred Stock. A summary of the material terms of the Series G Preferred Stock is set forth in “Description of the Series G Preferred Stock” in the Prospectus Supplement dated October 21, 2014 constituting a part of the Registration Statement, which description is incorporated by reference herein. The summary of the Series G Preferred Stock is qualified in its entirety by reference to the Articles Supplementary filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.