APARTMENT INVESTMENT & MANAGEMENT CO 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY S ECURITIES AND USE OF PROCEEDS Aimco Unregistered Sales of Equity Securities From time to time, we may issue shares of our Common Stock in exchange for OP Units, defined under the Aimco Operating Partnership heading below. Such shares are issued based on an exchange ratio of one share for each OP Unit. We may also issue shares of our Common Stock in exchange for limited partnership interests in consolidated real estate partnerships. During the three months ended March 31, 2023, no shares of Common Stock were issued in exchange for OP Units in such transactions. Repurchases of Equity Securities Our Board has, from time to time, authorized us to repurchase shares of our outstanding Common Stock. As of March 31, 2023, we were authorized to repurchase up to 10.3 million shares of our 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 authorization has no expiration date. During the three months ended March 31, 2023, we repurchased 2,018,689 shares at a weighted-average price of $7.27 per share. Aimco Operating Partnership There is no public market for OP Units, and we have no intention of listing OP Units on any securities exchange. In addition, Aimco Operating Partnership’s Partnership Agreement restricts the transferability of OP Units. On May 3, 2023, there were 160,671,571 OP Units and equivalents outstanding (of which 148,616,217 were held by us), that were held by 2,099 unitholders of record. Unregistered Sales of Equity Securities Aimco Operating Partnership did not issue any unregistered OP Units during the three months ended March 31, 2023. Repurchases of Equity Securities Aimco Operating Partnership’s Partnership Agreement generally provides that after holding OP Units for one year, limited partners other than Aimco have the right to redeem their OP Units for cash or, at our election, shares of our Common Stock on a one-for-one basis (subject to customary antidilution adjustments). During the three months ended March 31, 2023, no OP Units were redeemed in exchange for shares of Common Stock, and approximately 34,000 OP Units were redeemed in exchange for cash at an average price per unit of $7.42. Dividend and Distribution Payments 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. In making a dividend determination, Aimco’s Board considers a variety of factors, including REIT distribution requirements; current market conditions; liquidity needs; and other uses of cash, such as deleveraging and accretive investment activities. 37 Table of Contents ITEM 6. E XHIBITS The following exhibits are filed with this report: EXHIBIT NO. DESCRIPTION 3.1 Charter – Articles of Restatement (Exhibit 3.1 to Aimco’s Annual Report on Form 10-K dated February 24, 2020, is incorporated herein by this reference) 3.2 Amended and Restated Bylaws (Exhibit 3.1 to Aimco's Current Report on Form 8-K, dated April 27, 2023, is incorporated herein by this reference). 3.3 Articles Supplementary of Apartment Investment Management Company (Exhibit 3.1 to Aimco’s Current Report on Form 8-K, dated December 15, 2020, is incorporated herein by this reference) 10.1 Amended and Restated Agreement of Limited Partnership of Aimco OP L.P., effective as of December 14, 2020 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated December 15, 2020, is incorporated herein by this reference) 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco 31.3 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco Operating Partnership 31.4 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco Operating Partnership 32.1 Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Aimco 32.2 Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Aimco Operating Partnership EXHIBIT NO. DESCRIPTION 101 The following materials from Aimco’s and Aimco Operating Partnership’s combined Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) condensed consolidated balance sheets; (ii) condensed consolidated statements of operations; (iii) condensed consolidated statements of equity and partners’ capital; (iv) condensed consolidated statements of cash flows; and (v) notes to condensed consolidated financial statements. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 38 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ H. Lynn C. Stanfield H. Lynn C. Stanfield Executive Vice President and Chief Financial Officer By: /s/ Kellie E. Dreyer Kellie E. Dreyer Senior Vice President and Chief Accounting Officer AIMCO OP L.P. By: Aimco OP GP, LLC, its General Partner By: /s/ H. Lynn C. Stanfield H. Lynn C. Stanfield Executive Vice President and Chief Financial Officer By: /s/ Kellie E. Dreyer Kellie E. Dreyer Senior Vice President and Chief Accounting Officer Date: May 4, 2023 39