APARTMENT INVESTMENT & MANAGEMENT CO

In November 2024, the FASB issued ASU 2024-03,“Disaggregation of Income Statement Expenses”, which requires disaggregated disclosure of income statement expenses. The ASU does not change the expense captions an entity presents on the face of the income statement. Rather, it requires disclosure in a tabular format of the disaggregation of any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depletion. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 should be applied on a prospective basis, while retrospective application is permitted. Management has determined this accounting pronouncement will not have a material effect on our financial statements due to the expected change to liquidation basis of accounting upon stockholder approval of the Plan of Sale and Liquidation.

Note 3 — Significant Transactions

Real estate dispositions

During the years ended December 31, 2025, 2024, and 2023, we sold properties as summarized below (dollars in thousands):

During the year ended December 31, 2025, we sold thefive properties within our Boston Portfolio for an aggregate purchase price of$740.0 million. In connection with the sale,$173.4 million of non-recourse property debt was assumed by the buyer. We recognized a gain from the sale of the Boston Portfolio of$545.9 million within Income (loss) from discontinued operations, net of taxesin our Consolidated Statements of Operations.

During the year ended December 31, 2025, we sold our ownership interests in thetwo properties comprising the Brickell Assemblage for an aggregate purchase price of$520.0 million. The sale included$85.0 million of transferable seller financing notes provided from Aimco to the buyer at closing. The seller financing notes have initial terms of 24 months with compounding interest rates that increase from 12% to 16% after twelve months, as well as exit fees of 3%. The seller financing notes also allow for two successive one-year renewal options at the buyer's election, upon which the interest rates will increase to 20% and 24%, respectively. We recognized a gain from the sale of the Brickell Assemblage of$237.1 million.

During the year ended December 31, 2024, we sold a fully renovated waterfront property with 276 units in the Edgewater neighborhood of Miami, Florida, for a gross sales price of $190.0 million and recognized a gain from the sale of $10.6 million. The property was acquired in August 2020. We also sold a majority of our partnership interest in St. George Villas, a small,40-unit, income-restricted property in South Carolina. As a result, we derecognized the assets and liabilities associated with the property in February 2024.

During the year ended December 31,2023, we sold a land parcel in downtown Fort Lauderdale, for a gross sales price of $31.2 million and recognized a gain from the sale of $6.1 million. The land parcel was purchased in January 2022. In conjunction with this sale, we provided seller financing with a stated value of $21.2 million that was recorded net of $3.8 million of variable consideration. In addition, we recognized a $1.9 million gain from the contribution of real estate to an unconsolidated joint venture.

Redemptions and purchases of noncontrolling interests

In October 2025, we completed the transfer of ownership interests with our joint venture partner at the development land sites along Broward Avenue in Fort Lauderdale, Florida. We exchanged our ownership in 200 Broward Avenue, which was subject to a non-performing seller financing note, along with $7.5 million of cash, for full ownership of 300 Broward Avenue. The transaction resulted in reductions of Noncontrolling interests in consolidated real estate partnerships of$19.3 million and Additional paid-in capitalof$7.8 million.

In May 2025, we purchased all of the outstanding redeemable noncontrolling interest from our development partner in the Strathmore Square property for a cash purchase price of $5.0 million. The transaction resulted in a reduction of Redeemable noncontrolling interests in consolidated real estate partnerships of $5.4 million and an increase in Additional paid-in capital of$0.3 million.

In December 2024, we purchased all of the outstanding common noncontrolling interest and redeemed the promoted interest from our development partner in the Upton Place property for a cash purchase price of $20.9 million. We also partially redeemed a preferred equity interest in the Upton Place property for a cash redemption amount of $38.5 million. Aimco continues to consolidate the Upton Place property as of December 31, 2024; therefore, the changes in ownership interest were accounted for as equity transactions. The transactions resulted in reductions of Noncontrolling interests in consolidated real estate partnerships of $9.2 million, Redeemable noncontrolling interests in consolidated real estate partnerships of $38.5 million, Accrued liabilities and other of $1.8 million, and Additional paid-in capital of $9.9 million.

Note 4 — Lease Arrangements

Aimco as Lessor

Our apartment homes and commercial spaces are leased to tenants under operating leases. As of December 31, 2025, our apartment home leases generally have initial terms of 24 months or less. As of December 31, 2025, our commercial space leases have initial terms between 5 and 15 years and represent approximately 9% to 10% of our total revenue. Our apartment home leases are generally renewable at the end of the lease term, subject to potential changes in rental rates, and our commercial space leases generally have renewal options, subject to associated increases in rental rates due to market based or fixed price renewal options and other certain conditions.

Our apartment home and commercial lease agreements do not contain residual value guarantees. As we are the lessor of real estate assets which tend to either hold their value or appreciate, residual value risk is not deemed to be substantial. Furthermore, we are insured for a portion of our real estate assets’ exposure to casualty losses resulting from fire, earthquake, hurricane, tornado, flood, and other perils.

We have a sublease arrangement providing space within our corporate office for fixed rents, commencing on January 1, 2021, and expiring on May 31, 2029. For the years ended December 31, 2025, 2024, and 2023, we recognized sublease income of$1.4 million, $1.4 million, and $1.4 million, respecti vely.

The majority of lease payments we receive from our residents and tenants are fixed. We receive variable payments from our residents and commercial tenants primarily for utility reimbursements and other services. We have elected the practical expedient to not separate non-lease components from associated lease components in accordance with ASC 842. For the years ended December 31, 2025, 2024, and 2023, our total lease income was comprised of the following amounts for all residential and commercial property leases (in thousands):

Future minimum lease payments that are contractually due to us from our office space sublease and commercial space leases, excluding extension options, as of December 31, 2025, are as follows (in thousands):

Aimco as Lessee

Lease Arrangements

We are lessee to finance leases for the land underlying our development sites at Upton Place, Strathmore Square, and Oak Shore. We have operating leases primarily for corporate office space. Substantially all of our office lease payments are fixed. See the table below for lease costs, net of capitalized finance lease costs, for the years ended December 31, 2025, 2024, and 2023 (in thousands).

Our finance lease for the land at Oak Shore provides Aimco with the option to terminate the lease after the property reaches stabilization, subject to certain conditions. The lease term includes the periods covered by this option. The weighted-average remaining terms and discount rates for our operating and finance leases are summarized in the table below as of December 31, 2025 and 2024.

Our finance lease at Oak Shore provides Aimco with the option to terminate the lease after the property reaches stabilization, subject to certain conditions. The lease term includes the periods covered by this option. Additionally, the lease provides the lessor at Oak Shore with a residual value guarantee of $6.1 million, which provides that if the residual value of the leased asset is less than the specified residual value guarantee at the earlier of lease expiration or termination, we are required to pay the difference.

As of December 31, 2025 and 2024, operating lease right-of-use lease assets of$3.5 million and $4.7 million, respectively, are included in Other assets, net in our Consolidated Balance Sheets. As of December 31, 2025 and 2024, operating lease liabilities of$7.2 million and $9.2 million, respectively, are included in Accrued liabilities and other in our Consolidated Balance Sheets.

For finance and operating leases, when the rate implicit in the lease cannot be determined, we estimate the value of our lease liabilities using discount rates equivalent to the rates we would pay on a secured borrowing with terms similar to the leases. We determine if an arrangement is or contains a lease at inception. We have lease agreements with lease and non-lease components, and have elected to not separate these components for all classes of underlying assets. Leases with an initial term of 12 months or less are not recorded in our Consolidated Balance Sheets. Leases with an initial term greater than 12 months are recorded as operating or finance leases in our Consolidated Balance Sheets.

Annual Future Minimum Lease Payments

Combined minimum annual lease payments under operating and finance leases are as follows as of December 31, 2025 (in thousands):

Note 5 — Variable Interest Entities

We evaluate our investments in limited partnerships and similar entities in accordance with applicable consolidation guidance to determine whether each such entity is a VIE. The accounting standards for the consolidation of VIEs require qualitative assessments to determine whether we are the primary beneficiary. The primary beneficiary analysis is based on power and economics. We conclude that we are the primary beneficiary and consolidate the VIE if we have both: (i) the power to direct the activities of the VIE that most significantly influence the VIE's economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. Significant judgments and assumptions related to these determinations include, but are not limited to, estimates about the current and future fair values and performance of real estate held by these VIEs and general market conditions.

We consolidate Aimco Operating Partnership, a VIE of which we are the primary beneficiary. Through Aimco Operating Partnership, we consolidate all VIEs for which we are the primary beneficiary. Substantially all of our assets and liabilities are those of Aimco Operating Partnership.

Aimco Operating Partnership is the primary beneficiary of, and therefore consolidates, three VIEs that own interests in real estate. Assets of our consolidated VIEs must first be used to settle the liabilities of those VIEs. The consolidated VIEs' creditors do not have recourse to the general credit of Aimco Operating Partnership.

In addition, we have seven unconsolidated VIEs for which we are not the primary beneficiary because we are not their primary decision maker. The seven unconsolidated VIEs include four unconsolidated real estate partnerships that hold four apartment communities in San Diego, California, the Mezzanine Investment, our passive equity investment in IQHQ, and anunconsolidated investment in land held for development in Bethesda, Maryland. Our maximum exposure to loss, because of our involvement with the unconsolidated VIEs, is limited to the carrying value of their assets.

The details of our consolidated and unconsolidated VIEs, excluding those of Aimco Operating Partnership, are summarized in the table below as of December 31, 2025 and 2024 (in thousands, except for Count of VIEs):

In May 2025, we purchased our development partner's interest in the first phase of development at Strathmore Square. Prior to the purchase, Strathmore Square was consolidated as a VIE. Subsequent to the purchase, Strathmore Square is consolidated under the voting model. Refer to Note 3 for further discussion on the transaction.

In October 2025, we exchanged our ownership in 200 Broward Avenue for full ownership of 300 Broward Avenue with our joint venture partner. Prior to the exchange, 200 Broward Avenue and 300 Broward Avenue were consolidated as VIEs. As a result of the exchange, we deconsolidated 200 Broward Avenue and consolidate 300 Broward Avenue under the voting model. Refer to Note 3 for further discussion on the transaction.

Note 6 —Debt

Non-recourse property debt

We finance apartment communities in our portfolio primarily using property-level, non-recourse, long-dated, fixed-rate debt. The following table summarizes non-recourse property debt as of December 31, 2025 and 2024 (in thousands):

Principal and interest on our non-recourse property debt are generally payable monthly or in monthly interest-only payments with balloon payments due at maturity. As of December 31, 2025, our property debt was secured by 12 prop erties with an aggregate net book value of$191.1 million. These non-recourse property debt instruments contain financial covenants common to the type of borrowing, and as of December 31, 2025, we were in compliance with all such covenants.

As of December 31, 2025, the scheduled principal maturity payments for the non-recourse property debt were as follows (in thousands):

Non-recourse construction loans and bridge financing

Our construction loans and bridge financing, which are primarily non-recourse loans except for customary construction loan guarantees, aresummarized in the following table as of December 31, 2025 and 2024 (in thousands):

Interest-only payments on our construction loans and bridge financing are generally payable monthly with balloon payments due at maturity. As of December 31, 2025, our construction debt and bridge financing was secured by 4 properties with an aggregate net book value of$596.6 million.

As of December 31, 2025, the scheduled principal maturity payments, prior to the consideration of extension options, for the non-recourse construction loans were as follows (in thousands):

Revolving Credit Facility

In December 2020, we entered into a credit agreement that provided for a $150.0 million secured credit facility, with a $20.0 million swingline loan sub-facility and a $30.0 million letter of credit sub-facility. In May 2025, we borrowed $42.8 million on the revolving credit facility to pay off the construction loan used to fund the construction of the first phase of Strathmore Square. In September 2025, we used proceeds from the sale of four suburban Boston properties to paydown in full $43.8 million of borrowings on our revolving credit facility. Certain properties sold served as collateral for the credit facility, which was retired upon completion of the sale.

Note 7 — Income Taxes

Deferred income taxes are provided for the change in temporary differences between the basis of certain assets and liabilities for financial reporting purposes and income tax reporting purposes. The expected future tax rates are based upon enacted tax laws. Significant components of our deferred tax liabilities and assets as of December 31, 2025 and 2024 are as follows (in thousands):

(1) The significant decrease in real estate and real estate partnership basis differences during the year ended December 31, 2025, is primarily due to the sale of the Brickell Assemblage and the removal of the deferred tax liability that arose from the corporate structure used to complete the acquisition of 1001 Brickell.

Significant components of income tax (benefit) expense including any interest and penalties related to income taxes are as follows for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Consolidated GAAP income or loss subject to tax consists of pretax income or loss of our taxable entities and income and gains retained by the REIT. For the years ended December 31, 2025, 2024, and 2023, we had consolidated net losses subject to tax of$33.1 million, $28.2 million, and $15.2 million, respectively.

For the year ended December 31, 2025, we recognized income tax benefit from continuing operations of$57.6 million, compared to income tax benefit of$11.1 million for the same period in 2024. The year-to-year change is due primarily to the removal of the deferred tax liability that arose in the original acquisition of 1001 Brickell offset by the actual income taxes associated with the gain on sale of the asset.

The reconciliation of income tax attributable to operations computed at the United States statutory rate to income tax benefit recognized for the year ended December 31, 2025, in accordance with the guidance in ASU 2023-09, is shown below (in thousands):

(1) State taxes in Florida made up the majority (greater than 50%) of the tax effect in this category.

(2) The effect of the cross-border taxes primarily reflect income taxes incurred in conjunction with the sale of 1001 Brickell, offset by the removal of the deferred tax liability that arose in its original acquisition. The FDAP and FIRPTA amounts payable are included within Accrued liabilities and other within our Consolidated Balance Sheets.

The reconciliation of income tax attributable to continuing operations computed at the United States statutory rate to income tax benefit recognized for the years ended December 31, 2024 and 2023, in accordance with the guidance prior to the adoption of ASU 2023-09, is shown below (in thousands):

Income taxes paid totaled approximately $0.9 million and $1.7 million for the years ended December 31, 2024 and 2023, respectively. Below is a summary of income taxes paid, net of refunds, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 (in thousands):

At December 31, 2025, we had federal and state net operating loss carryforwards (“NOLs”), for which the deferred tax asset was approximately$16.0 million, before a valuation allowance of$16.0 million. The NOLs expire in the years ended 2033 to 2045. Subject to certain separate return limitations, we may use these NOLs to offset a portion of taxable income generated by our TRS entities.

For income tax purposes, dividends paid to holders of Common Stock primarily consist of ordinary income, capital gains, qualified dividends, unrecaptured Section 1250 gains, or a combination thereof. For the years ended December 31, 2025, 2024, and 2023, tax attributes of dividends per share held for the entire year were estimated to be as follows (unaudited):

Because the statute of limitations has not yet elapsed, our United States federal income tax returns for the year ended December 31, 2022, and subsequent years and certain of our state income tax returns for the year ended December 31, 2022, and subsequent years are currently subject to examination by the IRS or other taxing authorities. If recognized, the unrecognized tax benefits would affect our effective tax rate.

A reconciliation of the beginning and ending balance of our unrecognized tax benefits is presented below and is included in Accrued liabilities and other in our Consolidated Balance Sheets (in thousands):

In accordance with the accounting requirements for stock-based compensation, we may recognize tax benefits in connection with the exercise of stock options by employees of our TRS entities and the vesting of restricted stock awards.

Note 8 — Aimco Equity

Common Stock

Aimco's Board is authorized to issue up to 510,587,500 shares of capital stock, which consists entirely of Common Stock as of December 31, 2025. Aimco had 140,158,784 and 136,351,966 shares of Common Stock issued and outstanding at December 31, 2025 and 2024, respectively.

Stock Repurchases

Aimco's Board has, from time to time, authorized Aimco to repurchase shares of its outstanding Common Stock. The total remaining authorization for future share repurchases is 16.2 million shares of its outstanding Common Stock, subject to certain customary limitations, which may be made from time to time in the open market or in privately negotiated transactions. This remaining authorization has no expiration date. During the year ended December 31, 2025, Aimco repurchased approximately 29,000 shares of its Common Stock at a weighted-average price of$8.66 per share. During the years ended December 31, 2024, and December 31, 2023, Aimco repurchased approximately 4.9 million and 6.2 million shares of its Common Stock at weighted-average prices of $8.01 and $7.33 per share, respectively.

Cash Dividends

As a REIT, Aimco is required to distribute annually to holders of shares of its Common Stock at least 90.0% of its “real estate investment trust taxable income,” which, as defined by the Code and United States Department of Treasury regulations, is generally equivalent to net taxable ordinary income. Aimco's Board determines and declares Aimco's dividends. Pursuant to the Plan of Sale and Liquidation adopted on February 6, 2026, Aimco's Board expects to return proceeds from the monetization of the Company's assets through liquidating distributions after payment of all costs and expenses of the Plan of Sale and Liquidation, payment of liabilities, and the establishment of reserve amounts, if any.

A special cash dividend of $2.23 per share was declared on September 15, 2025, to stockholders of record on September 30, 2025. The cash dividend was paid on October 15, 2025. A special cash dividend of $0.60 per share was declared on December 19, 2024, to stockholders of record on January 14, 2025. The cash dividend was paid on January 31, 2025. No dividends were declared or paid during the year ended December 31, 2023.

Note 9 — Part ners’ Capital

In Aimco Operating Partnership’s Consolidated Balance Sheets, the OP Units held by Aimco are classified within Partners’ capital as General Partner and Special Limited Partner capital and the OP Units held by entities other than Aimco are classified within Limited Partners capital. In Aimco's Consolidated Balance Sheets, the OP Units held by entities other than Aimco are classified within permanent equity as Common noncontrolling interests in Aimco Operating Partnership.

OP Units held by Aimco are not redeemable whereas OP Units held by interests in Aimco Operating Partnership other than Aimco are redeemable at the holders’ option, subject to certain restrictions, on the basis of one OP Unit for either one share of Common Stock or cash equal to the fair value of a share of Common Stock at the time of redemption. Aimco has the option to deliver shares of Common Stock in exchange for all or any portion of such OP Units tendered for redemption. When a limited partner redeems an OP Unit for Common Stock, Limited Partners' capital is reduced, and the General Partner and Special Limited Partners’ capital is increased.

Entities that hold OP Units receive distributions in an amount equivalent to the dividends paid to holders of Common Stock. During the years ended December 31, 2025 and 2024, the Aimco Operating Partnership declared distributions per common unit of $2.23 and $0.60, respectively. There wereno dividends declared or paid during the year ended December 31, 2023.

During the year ended December 31, 2025,2,554,326 OP Units were redeemed in exchange for shares of Common Stock at an aggregate December 31, 2025 weighted-average price per unit of $7.98. There were no OP Units redeemed in exchange for shares of Common Stock during the years ended December 31, 2024, and 2023. Duringthe years ended December 31, 2025, 2024, and 2023, approxim ately 76,000,119,000, and 149,000 OP Units were redeemed in exchange for cash at aggregate weighted-average prices per unit of$8.48, $8.28, and $7.24, respectively.

Note 10 — Earnings per Share and per Unit

Aimco and Aimco Operating Partnership calculate basic earnings per share and basic earnings per unit based on the weighted-average number of shares of Common Stock and OP Units outstanding. We calculate diluted earnings per share and diluted earnings per unit taking into consideration dilutive shares of Common Stock and OP Unit equivalents and dilutive convertible securities outstanding during the period.

Aimco's Common Stock and OP Unit equivalents include options to purchase shares of Common Stock, which, if exercised, would result in Aimco's issuance of additional shares of Common Stock and Aimco Operating Partnership’s issuance to Aimco of additional OP Units equal to the number of shares of Common Stock purchased under the options. These equivalents also include unvested market-based restricted stock awards that do not meet the definition of participating securities, which would result in an increase in the number of shares of Common Stock and OP Units outstanding equal to the number of the shares that vest. OP Unit equivalents also include unvested long-term incentive partnership units. The Common Stock and OP Unit equivalents were included in the computation of diluted earnings per share and unit for the year ended December 31, 2025, because the effect of their inclusion was dilutive. The Common Stock and OP Unit equivalents were not included in the computation of diluted earnings per share and unit for the years ended December 31, 2024 and 2023, because the effect of their inclusion would be antidilutive. As of December 31, 2025, the Common Stock and OP Unit equivalents that could potentially dilute basic earnings per share or unit in future periods totaled 4.6 million and 8.7 million, respectively.

Aimco's time-based restricted stock awards receive non-forfeitable dividends similar to shares of Common Stock and OP Units prior to vesting, and our market-based long-term incentive partnership units (“LTIP Units”) receive non-forfeitable distributions based on specified percentages of the distributions paid to OP Units prior to vesting and conversion. The unvested restricted shares and units related to these awards are participating securities. We include the effect of participating securities in basic and diluted earnings per share and unit computations using the two-class method of allocating distributed and undistributed earnings when the two-class method is more dilutive than the treasury stock method. Participating securities were included in the computation of diluted earnings per share and unit for the year ended December 31, 2025, because the effect of their inclusion was dilutive. Participating securities were not included in the computation of diluted earnings per share and unit for the years ended December 31, 2024 and 2023, because the effect of their inclusion would be antidilutive. As of December 31, 2025, participating securities that could potentially dilute basic earnings per share or unit in future periods totaled 1.6 million.

Reconciliations of the numerator and denominator in the calculations of basic and diluted earnings per share and per unit for the years ended December 31, 2025, 2024 and 2023, are as follows (in thousands, except per share and per unit data):

Note 11 — Share-Based Compensation

We have a stock award and incentive program to attract and retain employees and independent directors. As of December 31, 2025, appr oximately 16.8 million shares were available for issuance under the Second Amended and Restated 2015 Stock Award and Incentive Plan (the “2015 Plan”). The total number of shares available for issuance under this plan may increase due to any forfeiture, cancellation, exchange, surrender, termination or expiration of an award outstanding under the 2015 Plan. Awards under the 2015 Plan may be in the form of stock options, stock, and LTIP Units as authorized under the 2015 Plan. Our plans are administered by the Compensation and Human Resources Committee of the Board.

In connection with the Separation, we entered into an agreement to modify all outstanding awards granted to the holders of such awards. Each outstanding time or performance based Aimco award was converted into one share of Aimco Common Stock and one share of AIR common stock. Generally, all such Aimco equity awards retained the same terms and vesting conditions as the original Aimco equity awards immediately before the Separation.

Following the Separation, compensation expense related to these modified awards for the employees retained by us was incurred by Aimco. The compensation expense related to these modified awards for employees of AIR was incurred by AIR.

For the years ended December 31, 2025, 2024, and 2023, total compensation cost recognized for share-based awards was (in thousands):

(1)

Amounts are recorded in General and administrative expensesin our Consolidated Statements of Operations.

(2)

Amounts are recorded in Buildings and improvements in our Consolidated Balance Sheets.

(3)

Amounts are primarily recorded in Additional paid-in capital and Common noncontrolling interests in Aimco Operating Partnership in our Consolidated Balance Sheets, and in General Partner and Special Limited Partnerand Limited Partnersin Aimco Operating Partnership's Consolidated Balance Sheets.

As of December 31, 2025, our share of total unvested compensation cost not yet recognized was$7.8 million. We expect to recognize this compensation cost over a weighted-average period of approximately 1.5 years. The aggregate fair value of the vested Restricted Stock Awards and LTIP I Units during each of the years ended December 31, 2025, 2024, and 2023 was$5.7 million, $2.1 million, and $0.9 million, respectively.

For our employees, we grant restricted stock awards and two forms of LTIP Units that are subject to time-based vesting and require continuous employment, typically over a period ofthree tofive years from the grant date, and we refer to these awards as Time-Based Restricted Stock, Time-Based LTIP I Units, and Time-Based LTIP II Units. We also grant stock options, restricted stock awards, and two forms of LTIP Units, that vest conditioned on our total shareholder return (“TSR”), relative to identified indices over a forward-looking performance period ofthree years. We refer to these awards as TSR Stock Options, TSR Restricted Stock, and TSR LTIP II Units. Earned TSR-based awards, if any, will generally vest over a period ofthree tofour years from the grant date, based on continued employment. Vested LTIP II Units may be converted at the holders’ option to LTIP Units for a conversion metric over a term of 10 years. Our TSR Stock Options generally expire 10 years from the date of grant.

We recognize compensation cost associated with time-based awards ratably over the requisite service periods. We recognize compensation cost related to the TSR-based awards, over the requisite service period, commencing on the grant date. The value of the TSR-based awards takes into consideration the probability that the market condition will be achieved; therefore, previously recorded compensation cost is not adjusted in the event that the market condition is not achieved, and awards do not vest.

We had Time-Based Restricted Stock, Time-Based LTIP II Units, TSR Stock Options, TSR Restricted Stock, and TSR LTIP II Units outstanding as of December 31, 2025. The following two tables summarize activity for equity compensation for the year ended December 31, 2025.

(1) Weighted-average grant date fair value is based off pre-Separation values when the awards were granted.

(1) The TSR Stock Options and LTIP II units were adjusted during the year pursuant to anti-dilution provisions that provide for equitable adjustments in the event of a special cash dividend. The weighted-average exercise price of TSR Stock Options and LTIP II Units outstanding at end of year reflect the adjustments as a result of the special dividends paid during the year. The adjustments did not result in incremental share-based compensation expense.

The aggregate intrinsic values are calculated as the difference between the closing price of Aimco common stock on the last trading day of the year and the exercise price multiplied by the number of in-the-money TSR Stock Options and LTIP II

Units had they all been exercised and converted, respectively, on December 31, 2025. The aggregate intrinsic values for those that were exercisable or convertible was$9.5 million.

The following table summarizes the unvested equity that are potentially dilutive to Aimco and Aimco Operating Partnership as of December 31, 2025 (in thousands, except shares):

(1) Unvested compensation not yet recognized represents our compensation cost for our employees. Compensation costs related to shares issued to AIR employees are recognized by AIR.

In addition to the potentially dilutive awards held by Aimco employees, AIR employees and former AIR employees hold 0.8 million stock options and 1.0 million TSR LTIP II Units. The weighted-average exercise price of stock-based options held by AIR and former AIR employees is$3.12 per share; the weighted-average exercise price of LTIP II Units held by AIR and former AIR employees is$2.68 per unit. Current and former Aimco board members also hold 0.6 million exercisable stock options with a weighted-average exercise price of$4.78 per share.

Determination of Grant-Date Fair Value Awards

We estimated the fair value of TSR-based awards granted in 2025, 2024, and 2023 using a Monte Carlo simulation valuation method. Under this method, the prices of the indices and shares of our Common Stock were simulated through the end of the performance period. The correlation matrix between shares of our Common Stock and the indices, as well as the corresponding return volatilities, were developed based upon an analysis of historical data.

The following table includes the assumptions used for the valuation of TSR-based awards that were granted in 2025, 2024, and 2023.

Note 12 — Fair Value Measurements and Disclosures

Recurring Fair Value Measurements

In determining the fair value of our financial instruments, we apply ASC 820, “Fair Value Measurement and Disclosures”. Fair value hierarchy under ASC 820 distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (Levels 1 and 2) and the reporting entity’s own assumptions about market participant data (Level 3). Fair value estimates may differ from the amounts that may ultimately be realized upon sale or disposition of the assets and liabilities.

From time to time, we purchase interest rate swaps, caps, and other instruments to provide protection against increases in interest rates on our variable rate debt. These instruments are presented as Interest rate contractsin our Consolidated Balance Sheets. As of December 31, 2025, we held interest rate caps with a maximum notional value of$289.0 million. These instruments were acquired for$0.5 million. The fair value of these instruments are noted in the table below.

During the year ended December 31, 2023, we monetized the $1.5 billion notional amount interest rate swaption, purchased in conjunction with the Mezzanine Investment to protect against future interest rate increases, for gross proceeds of $54.2 million.

On a recurring basis, we measure at fair value our interest rate contracts. Our interest rate contracts are classified within Level 2 of the GAAP fair value hierarchy, and we estimate their fair value using pricing models that rely on observable market information, including contractual terms, market prices, and interest rate yield curves. The fair value adjustment is included in earnings in Realized and unrealized gains (losses) on interest rate contracts in our Consolidated Statements of Operations. Changes in fair value are reflected as a non-cash transaction in adjustments to arrive at cash flows from operations, any upfront premium is reflected in Purchase of interest rate contracts, and any proceeds are reflected in Proceeds from interest rate contractsin our Consolidated Statements of Cash Flows.

During the year ended December 31, 2025, we sold our investment in stock, historically measured at fair value. As of December 31, 2024, we had investments in stock of $1.6 million classified within Level 1 of the GAAP fair value hierarchy. In addition, as of December 31, 2025 and 2024, we had investments in property technology funds of$4.9 million and $3.5 million, respectively, in entities that develop technology related to the real estate industry. These investments are measured at net asset value (“NAV”) as a practical expedient. The period of time over which the underlying assets in these investments are expected to be liquidated is unknown. See Note 13 for further information regarding unfunded commitments related to these investments.

The following table summarizes the fair value of our interest rate contracts, investments in stock, and our investments in real estate technology funds as of December 31, 2025 and 2024 (in thousands):

(1)Investments measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy.

Fair Value Disclosures

We believe that the carrying value of the consolidated amounts of cash and cash equivalents and restricted cash approximated their fair value as of December 31, 2025 and 2024, and are categorized within Level 1 of the GAAP fair value hierarchy. We believe that the carrying value of the consolidated amounts of notes receivable approximated their fair value as of December 31, 2025 and are categorized within Level 2 of the GAAP fair value hierarchy based on the significance of certain of the observable inputs used to estimate their fair value. We estimate the fair value of our debt using an income and market approach, including comparison of the contractual terms to observable and unobservable inputs such as market interest rate risk spreads, contractual interest rates, remaining periods to maturity, debt service coverage ratios, and loan to value ratios. We classify the fair value of our non-recourse property debt and non-recourse construction loans within Level 2 of the GAAP fair value hierarchy based on the significance of certain of the observable inputs used to estimate their fair value.

The following table summarizes carrying value and fair value of our non-recourse property debt and non-recourse construction loans as of December 31, 2025 and 2024 (in thousands):

Nonrecurring Fair Value Measurements

Real Estate

During the year ended December 31, 2025, we recorded a non-cash impairment charge of$147.5 million related to properties located in Colorado's Front Range and Southeast Florida. Of this, approximately$87.3 million relates to the write-off of planning costs and amounts capitalized for GAAP, such as team time and interest expense for development pipeline assets for which development will not be pursued by us given our Plan of Sale and Liquidation. We used a third-party appraisal, broker opinions of value, or letter of intent to determine the fair value estimates of the properties. The fair value estimates of the properties were determined by discounted cash flow analyses or references to market comparable data.

The cash flows utilized in such discounted cash flow analysis are comprised of projected operating results, which are based upon market conditions and future expectations. The most significant unobservable inputs utilized in determining the fair value are capitalization rates and discount rates, which were 8% and 10%, respectively. Because of these inputs, we have determined that the fair value of properties using this approach are classified within Level 3 of the fair value hierarchy.

Market comparable data utilizes comparable sales, which are subject to judgment as to comparability to the valued properties. Because these inputs are derived from observable market data, we determined that the fair values of properties using this approach are classified within Level 2 of the fair value hierarchy.

Investment in IQHQ

During the years ended December 31, 2025 and 2024, we performed a qualitative impairment assessment on our passive equity investment in IQHQ and recorded non-cash impairment charges of$6.6 million and $48.6 million, respectively. The valuations of IQHQ to determine the fair values as of December 31, 2025 and 2024, incorporated fair value estimates of properties owned by IQHQ. The fair value estimates of the properties owned by IQHQ were determined by discounted cash flow analyses and references to market comparable data. The cash flows utilized in such discounted cash flow analyses are comprised of projected operating results, which are based upon market conditions and future expectations. The most significant unobservable inputs utilized in determining the fair value of these assets are capitalization rates and discount rates, which ranged from 5.75% to 8.23% and 7.25% to 9.00%, respectively, during the year ended December 31, 2025 and 6.00% to 7.00% and 7.25% to 10.25%, respectively, during the year ended December 31, 2024. Because of these inputs, we have determined that the fair value of these properties are classified within Level 3 of the fair value hierarchy.

Market comparable data utilizes comparable sales, which are subject to judgment as to comparability to the valued properties. Because these inputs are derived from observable market data, we have determined that the fair values of these properties are classified within Level 2 of the fair value hierarchy.

Mezzanine Investment

During the year ended December 31, 2023, we tested the Mezzanine Investment for impairment given triggering events that occurred and we recorded non-cash impairment charges to reduce the carrying value of the Mezzanine Investment to zero. We used internally developed models to determine the fair value of the Mezzanine Investment. This incorporated the fair value of the underlying real estate collateral that incorporates various estimates and assumptions, the most significant being the capitalization rate of 5.25% as of December 31, 2023. These assumptions are based on Level 3 inputs.

Note 13 — Commitm ents and Contingencies

Commitments

In connection with our development, and other capital additions activities, we have entered into various construction-related contracts, and have made commitments to complete development of certain real estate, pursuant to financing or other arrangements. As of December 31, 2025, we had remaining commitments for non-recourse construction-related contracts of$87.5 million, with$105.7 million undrawn on our construction loans.

As of December 31, 2025, we have remaining unfunded commitments of$1.0 million related to our investments in property technology funds invested in entities that develop technology related to the real estate industry. The timing of the remaining funding of these commitments is uncertain.

We also enter into certain commitments for future purchases of goods and services in connection with the operations of our apartment communities. Those commitments generally have terms ofone year or less and reflect expenditure levels comparable to our historical expenditures.

Legal Matters

From time to time, we may be a party to certain legal proceedings, incidental to the normal course of business. While the outcome of the legal proceedings cannot be predicted with certainty, we believe there are no legal proceedings pending that would have a material effect upon our financial condition or result of operations.

Note 14 — Assets Held for Sale and Discontinued Operations

On August 5, 2025, we entered into an agreement to sell our suburban Boston portfolio offive properties located in Massachusetts, New Hampshire, and Rhode Island for an aggregate purchase price of $740.0 million. In September 2025, we completed the sale offour of the five properties for an aggregate purchase price of $490.0 million. These four properties include properties known as Royal Crest Estates (Marlboro), Royal Crest Estates (Warwick), Waterford Village, and Wexford Village. The sale of the fifth property, Royal Crest Estates (Nashua), was completed in October 2025, for a gross purchase price of $250.0 million. In connection with the sale of the fifth property, $173.4 million of non-recourse property debt was assumed by the purchaser. We determined that the Boston portfolio was a disposal group that met the criteria of discontinued operations as the sale of these properties represented a strategic shift that had a significant effect on our operations and, as such, the results, assets, and liabilities of these properties are classified as discontinued operations for all periods presented in accordance with ASC 205-20 “Presentation of Financial Statements: Discontinued Operations”.

We heldno assets and liabilities in the Boston Portfolio disposal group as of December 31, 2025. The following table presents a summary of the major components of assets and liabilities, in accordance with GAAP, related to the discontinued operations as of December 31, 2024 (in thousands):

The following table summarizes income from discontinued operations and the related gain on disposition of real estate for the years ended December 31, 2025, 2024, and 2023:

(1)Income taxes payable from the sale of the Boston Portfolio are included in Accrued liabilities and other in our Consolidated Balance Sheets.

The following table summarizes cash flow information related to the discontinued operations for the years ended December 31, 2025, and 2024:

On December 30, 2024, Aimco entered into an agreement to sell the Brickell Assemblage. We determined the Brickell Assemblage was a disposal group that met the criteria to be classified as held for sale as of December 31, 2024. The transaction closed on December 22, 2025 and does not meet the criteria for discontinued operations classification.

On December 23, 2025, Aimco entered into an agreement to selltwo properties, including a total of 660 apartment homes, located in Plantation, Florida, and Nashville, Tennessee. We determined the two properties represented a disposal group that met the criteria to be classified as held for sale as of December 31, 2025. The transaction closed in February 2026 and does not meet the criteria for discontinued operations classification.

The following summary presents the major components of assets and liabilities related to the real estate properties held for sale as of December 31, 2025, and 2024 (in thousands):

Note 15 — Business Segments

We have three segments: (i) Development; (ii) Operating; and (iii) Other.

Our Development segment consists of properties that are under construction or have not achieved stabilization, as well as land held for development. As of December 31, 2025, our Development segment consists of 9 properties, including one under construction, two completed and in lease-up, one that has completed lease-up and is stabilizing operations, and five undeveloped land parcels.

Our Operating segment includes 15 residential apartment communities with 2,524 apartment homes that have achieved a stabilized level of operations as of January 1, 2024 and maintained it throughout the current year and comparable period. Two of the communities, Hillmeade and Plantation Gardens, meet the held for sale criteria in accordance with GAAP as described in Note 2. We aggregate all our apartment communities that have reached stabilization into our Operating segment.

Our Other segment consists of properties currently owned that are not included in our Development or Operating segments. Our Other segment includes The Benson Hotel, our only hotel.

During the year ended December 31, 2025, we reclassified as discontinued operations thefive properties within our Boston portfolio, which was previously reported within the Operating segment. Refer to Note 14 for the operating results of our Boston portfolio. Prior period segment information has been recast based upon our current segment population, and is consistent with how our CODM evaluates the business.

Our CODM evaluates performance and allocates resources for all of our segments using property net operating income (“PNOI”), which is our measure of segment profit or loss. PNOI is defined as rental and other property revenues, excluding utility reimbursements, less direct property operating expenses, including utility reimbursements, for the consolidated communities; but excluding

•

the results offour apartment communities with an aggregate 142 apartment homes that we neither manage nor consolidate, our investment in IQHQ, the Mezzanine Investment, and investments in real estate technology funds; and

•

property management costs and casualty gains or losses, reported in consolidated amounts, in our assessment of segment performance.

Our CODM uses historical and projected PNOI to allocate resources (including employees, property, and financial or capital resources) for each segment predominantly in the annual budget process. PNOI is used to review operating trends, perform analytical comparisons between periods, and to monitor budget-to-actual variances on at least a quarterly basis in order to assess performance and allocate resources. The corporate goals, which impact short term incentive compensation for employees, also include consideration of PNOI.

The accounting policies of segments are the same as those described in the summary of significant accounting policies described in Note 2.

The following tables present the results of operations of consolidated properties with our segments for the years ended December 31,2025, 2024, and 2023 (in thousands):

(1)

Represents the reclassification of utility reimbursements, which are included in Rental and other property revenues in our Consolidated Statements of Operations, in accordance with GAAP, from revenues to property operating expenses for the purpose of evaluating segment results.

(2)

Includes the operating results of apartment communities sold during the periods shown, if any. Also includes property management expenses and casualty gains and losses, which are included in consolidated property operating expenses and are not part of our segment performance measure.

(3)

Controllable operating expenses primarily consist of property personnel costs, marketing, repairs and maintenance, and contract services.

(4)

Other property operating expenses include property management costs and casualty gains or losses, which are included in consolidated property operating expenses and are not part of our segment performance measure.

(5)

Other operating expenses not allocated to segments consists of depreciation and amortization, general and administrative expenses, and impairment on real estate.

(6)

Other items included in Income (loss) before income tax consist primarily of interest income, interest expense, mezzanine investment income (loss), net, realized and unrealized gains (losses) on interest rate contracts, realized and unrealized gains (losses) on equity investments, other income (expense), and gain on dispositions of real estate, if any.

Net real estate and non-recourse property debt and construction loans, net, of our segments as of December 31, 2025 and 2024, were as follows (in thousands):

(1)

During the year ended December 31, 2025, Hillmeade and Plantation Gardens were reclassified as held for sale. As described in Note 2, we present certain assets and liabilities of real estate properties held for sale separately in the Consolidated Balance Sheets and therefore are not included in our segment balance sheets as of December 31, 2025. The assets and the associated debt of these properties as of December 31, 2024 remain in the Operating column above for presentation purposes. Refer to Note 14 for the balance sheet of our held for sale properties.

Capital additions within our segments for the years ended December 31, 2025, 2024 and 2023, were as follows (in thousands):

(1)

During the years ended December 31, 2025, 2024 and 2023, certain capital additions pertained to properties that were sold and therefore are not included in our segments as capital additions at those respective year ends. We added a Corporate row to the table above for presentation purposes to display these capital additions as of December 31, 2025, 2024 and 2023, respectively.

In addition to the amounts disclosed in the tables above, as of December 31, 2025, the Development segment right-of-use lease assets and lease liabilities aggregated to$106.4 million and$124.8 million, respectively, and as of December 31, 2024, aggregated to $107.7 million and $121.8 million, respectively. As of December 31, 2025, right-of-use lease assets and lease liabilities primarily related to our investments in Upton Place, Strathmore Square and Oak Shore.

Note 16 — Subsequent Events

Subsequent to year end, we redeemed, at our sole discretion, preferred equity interests for an aggregate cash purchase price of $137.6 million. The noncontrolling interest's carrying value of $136.2 million is included within Redeemable noncontrolling interests in consolidated real estate partnerships in our Consolidated Balance Sheets as of December 31, 2025. The difference between the noncontrolling interest's carrying value and the cash paid will be recognized within Net (income) loss attributable to redeemable noncontrolling interests in consolidated real estate partnerships within the period the redemption occurred.

Subsequent to year end, on January 15, 2026, we received the remaining funding of a non-refundable deposit for the sale of our portfolio ofseven apartment properties (the“Chicago Portfolio”), including 1,495 units, located in the Chicago market and under contract for a gross sales price of $455 million. We determined that the Chicago Portfolio met the held-for-sale criteria beginning on this date.

Subsequent to year end, in February 2026, we closed on the sales ofthree properties, Hillmeade in Nashville, Tennessee, Plantation Gardens in Plantation, Florida, and the Benson Hotel and Faculty Club in Aurora, Colorado, for aggregate gross sales prices of $177.5 million.

Subsequent to year end, on February 9, 2026, Aimco declared a $1.45 per share liquidating distribution to be paid on March 13, 2026, to stockholders of record as of February 27, 2026. In conjunction, the Aimco Operating Partnership declared a distribution per common unit of $1.45.

Subsequent to year end, we received non-refundable deposits and agreed to selltwo properties in New York City andone property in Atlanta, Georgia, for a combined $56.5 million. Closing of the sale of the two-property New York portfolio is scheduled for the second quarter of 2026, pending assumption of the in-place mortgage loans, the approval of which is currently being pursued. The closing of the sale of our property in Atlanta, Georgia, is also scheduled for the second quarter of 2026.