APARTMENT INVESTMENT & MANAGEMENT CO 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The independent registered public accounting firm’s reports, consolidated financial statements and schedule listed in the “Index to Financial Statements” on page F-1 of this Annual Report are filed as part of this report and incorporated herein by this reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROL S AND PROCEDURES Aimco Disclosure Controls and Procedures Aimco's management, with the participation of Aimco's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, Aimco's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, Aimco's disclosure controls and procedures are effective. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by Aimco's Board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; 37 • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of Aimco's internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 Framework). Based on their assessment, management concluded that, as of December 31, 2023, Aimco's internal control over financial reporting is effective. Aimco's independent registered public accounting firm has issued an attestation report on Aimco's internal control over financial reporting. Changes in Internal Control Over Financial Reporting There were no changes in the internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of Aimco. 38 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Apartment Investment and Management Company Opinion on Internal Control Over Financial Reporting We have audited Apartment Investment and Management Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Apartment Investment and Management Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 26, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Denver, Colorado February 26, 2024 39 Aimco Operating Partnership Disclosure Controls and Procedures Aimco Operating Partnership’s management, with the participation of Aimco Operating Partnership’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, Aimco Operating Partnership’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, Aimco Operating Partnership’s disclosure controls and procedures are effective. Management’s Report on Internal Control Over Financial Reporting Aimco Operating Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, Aimco Operating Partnership's principal executive and principal financial officers and effected by Aimco Operating Partnership's Board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of Aimco Operating Partnership’s internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 Framework). Based on their assessment, management concluded that, as of December 31, 2023, Aimco Operating Partnership’s internal control over financial reporting is effective. Aimco Operating Partnership’s independent registered public accounting firm has issued an attestation report on Aimco Operating Partnership’s internal control over financial reporting. Changes in Internal Control Over Financial Reporting There were no changes in the internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of Aimco Operating Partnership. 40 Report of Independent Registered Public Accounting Firm To the Partners and the Board of Directors of Aimco OP L.P. Opinion on Internal Control Over Financial Reporting We have audited Aimco OP L.P.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Aimco OP L.P. (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2023 and 2022, the related consolidated statements of operations, partners’ capital and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 26, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Denver, Colorado February 26, 2024 41 ITEM 9B. OTH ER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 42 PAR T III ITEM 10. DIRECTORS, EXECU TIVE OFFICERS AND CORPORATE GOVERNANCE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS The Board is composed of nine highly qualified directors who bring strong skills, industry experience and track records of driving value. All nine directors have joined the Board within the past approximately three years, demonstrating a commitment to refreshment and providing fresh perspectives through their varied backgrounds. The directors of the Company, their ages, dates they began serving on the Board, and their positions on the Board are set forth below. Name Age Director Since Position Wes Powell 44 December 2020 Director, President and Chief Executive Officer Quincy L. Allen 54 December 2020 Director, Chairman of the Nominating, Environmental, Social, and Governance Committee Patricia L. Gibson 61 December 2020 Director, Chairman of the Investment Committee Jay Paul Leupp 60 December 2020 Director, Chairman of the Audit Committee Sherry L. Rexroad 58 March 2023 Director Deborah Smith 51 January 2021 Director R. Dary Stone 70 December 2020 Chairman of the Board of Directors James P. Sullivan 62 December 2022 Director Kirk A. Sykes 65 December 2020 Director, Chairman of the Compensation and Human Resources Committee 43 The following is a biographical summary of the current directors of the Company. WES POWELL President and Chief Executive Officer, Aimco Age: 44 Director since 2020 Experience • President and Chief Executive Officer (2020 – present), Executive Vice President, Redevelopment and Acquisitions (2018 – 2020), Senior Vice President, Redevelopment with responsibility for the eastern region (2013 – 2018), held various positions, including Asset Manager, Director, and Vice President of Redevelopment (2004 – 2013), Aimco • Staff Architect, Ai Architecture (now Perkins & Will) Qualifications • Real Estate, Property / Asset Management and Operations, Capital Markets, Development and Construction, Investment and Finance gained through his experience overseeing Aimco’s redevelopment and development activities nationally, leading acquisitions in the eastern U.S., and prior responsibilities as an Asset Manager for the company • Mr. Powell also brings expertise in Business Operations, Financial Expertise and Literacy, and Talent Development and Management Education • B.EnvD, University of Colorado School of Architecture and Urban Planning • MBA, Northwestern’s Kellogg School of Management Other Boards / Organizations • Urban Land Institute, Member • National Multi Housing Council, Member Committees • None 44 QUINCY L. ALLEN Co-Founder and Managing Partner, Arc Capital Partners Age: 54 Independent Director since 2020 Experience • Co-Founder and Managing Partner, Arc Capital Partners, a Los Angeles real estate investment firm that specializes in urban mixed-use properties (2013 – present) • Managing Director and investment committee member of the Canyon-Johnson Urban Funds (partnership between Canyon Partners and Earvin “Magic” Johnson), Canyon Partners (2003 – 2013) • Executive focused on workouts and portfolio management, Lazard Frères (2000 – 2002) • Vice President, Archstone Communities. a leading national multifamily REIT focused on apartments in urban locations (1997-2000) • Began real estate investment career at Security Capital Group focused on the multifamily and industrial (Prologis) platforms (1996 – 1997) Qualifications • Real Estate, Development, Investment, Finance and Business Operations gained through his experience at Arc Capital, where Mr. Allen is responsible for overall firm strategy, investments, asset management, financing and dispositions, and during his time at Canyon Partners, Lazard and Archstone Communities • Mr. Allen also brings Financial Expertise and Literacy and Talent Development and Management experience Education • BS, Finance, Summa Cum Laude , Wayne State University • MBA, Harvard Business School Other Boards / Organizations • Mike Ilitch School of Business at Wayne State University, Board member • Wayne State University Foundation, Investment Committee member • Think Together, Board member • Urban Land Institute, Pension Real Estate Association, Member • National Multi Housing Council, Member Committees • Audit • Compensation and Human Resources • Nominating, Environmental, Social, and Governance, Chair • Investment 45 PATRICIA L. GIBSON Founding Principal and CEO, Banner Oak Capital Partners Age: 61 Independent Director since 2020 Experience • Founding Principal and CEO, Banner Oak Capital Partners, a fully integrated, independent investment management platform and Registered Investment Advisor with $5 billion in assets under management (2016 – present) • President, Hunt Realty Investments, where she led the commercial real estate investment management activities for the Hunt family of companies (2010 – 2016); Senior Vice President (1997 – 2010) • Senior positions, Goldman Sachs’ real estate subsidiary (1994 – 1997) • Began real estate investment career at The Travelers Realty Investment Company on the debt and equity side of the business (1985 – 1994) Qualifications • Real Estate, Investment and Finance, Capital Markets, Asset Management and Financial Expertise and Literacy gained through her experience at Banner Oak, where Ms. Gibson oversees all investment activity and is responsible for establishing and implementing the firm’s strategic direction, as well as her time at Hunt Realty Investments where she was responsible for the growth of an extensive and diverse portfolio of direct-owned strategic assets totaling over $3 billion, including a strategic venture with a major pension fund dedicated to investments in real estate operating platforms, and her time at Goldman Sachs overseeing portfolio management and the capital market efforts for over $4 billion in commercial real estate assets • Ms. Gibson also brings expertise in Business Operations and Talent Development and Management Education • BS, Finance, Fairfield University • MBA, University of Connecticut • Chartered Financial Analyst Other Boards / Organizations • RLJ Lodging Trust (2017 – present) • Pacolet Milliken Enterprises, a private investment company focused on energy and real estate • Urban Land Institute, Member • Industrial and Office Parks Red Council, formerly Vice Chair • Executive Council of the University of Texas Real Estate Finance Council, Member • National Association of Real Estate Investment Managers, Member & previous Chairman Committees • Audit • Compensation and Human Resources • Nominating, Environmental, Social, Governance • Investment, Chair 46 JAY PAUL LEUPP Co-Founder, Managing Partner, and Senior Portfolio Manager, Terra Firma Asset Management Age: 60 Independent Director since 2020 Experience • Co-Founder, Managing Partner, and Senior Portfolio Manager, Real Estate Securities, Terra Firma Asset Management (2020 – present) • Managing Director and Portfolio Manager/Analyst, Global Real Estate Securities, Lazard Asset Management (2011 – 2020) • Founder, President and Chief Executive Officer, also served as the Senior Portfolio Manager for real estate securities mutual funds, Grubb & Ellis Alesco Global Advisors (2007 – 2011 when sold to Lazard) • Managing Director, Real Estate Equity Research, RBC Capital Markets, an investment banking group of the Royal Bank of Canada (2002 – 2006) • Managing Director, Real Estate Equity Research, Robertson Stephens & Co. Inc., an investment banking firm (1994 – 2002) • Vice President, Staubach Company (1991 – 1994) • Development Manager, Trammell Crow Residential, one of the nation’s largest developers of multifamily housing (1989 – 1991) • Senior Accountant (CPA), KPMG Peat Marwick 1985-1987 Qualifications • Capital Markets, Investment and Finance, Real Estate, and Development gained through his over 28 years of experience as a Portfolio Manager and Managing Director focused on investments in real estate securities and leasing, acquisition and financing of commercial real estate; Mr. Leupp also brings Corporate Governance experience gained through his public and private board service • Mr. Leupp brings additional expertise in Accounting and Auditing for Large Business Organizations, Business Operations, Financial Expertise and Literacy, Property / Asset Management and Operations, and Talent Development and Management. Mr. Leupp is a Certified Public Accountant (Inactive Status) Education • BS, Business Administration, Santa Clara University • MBA, Harvard Business School Other Boards / Organizations • Health Care Realty (2020 – present) • Marathon Digital Holdings (2021 – present) • G.W. Williams Company (private) • The Policy Board of the Fisher Center for Real Estate at the University of California, Berkeley, Member • Santa Clara University’s Trustee Finance Committee, Member • AICPA, Member Committees • Audit, Chair • Compensation and Human Resources • Nominating, Environmental, Social, and Governance • Investment 47 SHERRY L. REXROAD Age: 58 Independent Director since 2023 Experience • Chief Financial Officer, Executive Vice President and Treasurer, STORE Capital (2021 – 2022) • Managing Director & Global Head of Business Development (2017 – 2021), Managing Director, Co-Global Chief Investment Officer and Chair of the Investment Committee (2012 – 2017), BlackRock Global Real Asset Securities • Senior Portfolio Manager REITs, Aviva Investors (2010 – 2012) • Independent Real Estate Consultant (2006 – 2010) • Managing Director and Portfolio Manager, ING Clarion Real Estate Securities (1997 – 2006) • Vice President and Assistant Portfolio Manager, AEW Capital Management (1994 – 1997) • Region III Facilities Manager, U.S. Environmental Protection Agency (1989 – 1994) • Realty Specialist, General Services Administration (1987 – 1989) Qualifications • Investment and Finance, Capital Markets, Corporate Transactions, Business Strategy & Operations, Real Estate, Corporate Governance, and Investor Relations gained through her over 30 years of experience as a REIT CFO and Institutional Investor / Global Head of Business Development focused on real estate securities. Ms. Rexroad served on the BlackRock Advisory Board for Investment Stewardship where she gained significant exposure to how the world’s largest asset manager approaches corporate governance. She was also a member of BlackRock’s Fundamental Commission Oversight Committee and BlackRock’s Real Assets Sustainability Task Force. She has expertise in sustainability and ESG and how investors incorporate ESG insights to improve long-term investment outcomes. She is a frequent speaker at industry events as well as at colleges and universities • Ms. Rexroad brings additional expertise in Accounting and Auditing for Large Business Organizations, Business Operations, Financial Expertise and Literacy, and Talent Development and Management Education • BA, Growth & Structure of Cities, Haverford College • MBA, The Wharton School of the University of Pennsylvania • CFA charterholder Other Boards / Organizations • Previously served on BlackRock's: • Advisory Board for Investment Stewardship • Fundamental Commission Oversight Committee • Real Assets Sustainability Task Force • Previously served on Nareit's: • Advisory Board of Governors • Nomination Committee of the Advisory Board of Governors • Dividends Through Diversity Steering Committee, Co-Chair • Wharton Women in Leadership Committees • Audit • Compensation and Human Resources • Nominating, Environmental, Social, and Governance • Investment 48 DEBORAH SMITH Co-Founder and CEO, The CenterCap Group Age: 51 Independent Director since 2021 Experience • Co-Founder and CEO, The CenterCap Group, a boutique investment bank providing strategic M&A advisory, capital-raising and consulting related services to private and public sector companies and fund managers across the real assets industry (2009 – present); also serves as Chief Executive Officer of the firm’s two wholly owned subsidiaries, CC Securities (2011 – present) and CenterCap Advisors (2019 – present) • Co-Head of Mergers and Acquisitions and Senior Managing Director, CB Richard Ellis Investors, where she also served on the Global Leadership Team, which oversaw execution of strategies and best practices (2007 – 2009) • Served as an investment banker with Lehman Brothers, Wachovia Securities, and Morgan Stanley • Ms. Smith is a frequent speaker at industry conferences and author of numerous industry articles for real estate focused publications. Qualifications • Investment and Finance, Capital Markets, Corporate Transactions, Business Strategy & Operations, Real Estate, and Marketing gained through her experience as a Co-Founder and CEO at The CenterCap Group where Ms. Smith heads the firm’s Strategic Capital, Mergers & Acquisitions and Execution efforts, as well as her role as an investment banker at various firms; Ms. Smith has been involved in more than $100 billion of mergers, acquisitions and restructuring transactions and over $500 million of private capital raising assignments to support GP and LP positions for middle-market restructuring, acquisition and development projects across the retail, multifamily, office, hotel and industrial sectors • Ms. Smith also brings expertise in Financial Expertise and Literacy, Legal, and Talent Development and Management Education • Bachelor of Economics, with honors, University of Sydney • Bachelor of Law, with honors, University of Sydney Other Boards • None Committees • Audit • Compensation and Human Resources • Nominating, Environmental, Social, and Governance • Investment 49 R. DARY STONE Chairman of the Board President and CEO, R. D. Stone Interests Age: 70 Independent Director since 2020 Experience • President and Chief Executive Officer, R. D. Stone Interests (1990 – present) • Served as President of multiple real estate development companies (1988 – 2011), including President and COO, Cousins Properties, an NYSE listed REIT Qualifications • Investment and Finance, Real Estate, Development, Property / Asset Management and Operations, Capital Markets gained through his over 30-year career investing and developing a variety of projects and joint ventures including the operation and management of one of the country’s largest master planned developments and other large commercial real estate projects and success in getting zoning changes that allowed for multifamily and other non-office uses where prior zoning was commercial • Mr. Stone also brings expertise in Business Operations, Corporate Governance, Financial Expertise and Literacy, and Talent Development and Management Education • Tulane University and Baylor University • JD, Baylor University Law School Other Boards / Organizations • Cousins Properties (2011 – 2016 and 2018 – present) • Tolleson Wealth Management, a privately held wealth management firm, and Tolleson Private Bank (2003 – present; Audit Chairman) • Former Regent, Baylor University; Chairman (2009 - 2011) • Hunt Companies, Inc. (2015 – 2016) • Parkway, Inc (2016 – 2017) • Lone Star Bank (former) • Former Chairman, Banking Commission of Texas (previously known as the Texas State Finance Commission) Committees • Audit • Compensation and Human Resources • Nominating, Environmental, Social, and Governance • Investment 50 JAMES P. SULLIVAN Age: 62 Independent Director since 2022 Experience • Senior Advisor – Research, Green Street Advisors (2020) • President, Green Street Advisory Group (2014 – 2019) • Head of North American REIT Research, Green Street Advisors (2010 – 2014) • Managing Director/Senior REIT Analyst, Green Street Advisors (1994 – 2009) • Prior to Green Street, served as a real estate investment banker and construction lender at Bank of America and Manufacturers Hanover Trust Company Qualifications • Real Estate, Capital Markets, Investment and Finance , gained through his 26-year career at Green Street Advisors, the preeminent independent research and advisory firm concentrating on the commercial real estate industry. During his first 20 years at Green Street, Mr. Sullivan was a REIT analyst, and he managed the firm's REIT research team for five years. He then served for five years as President of Green Street's Advisory Group, providing strategic advice to commercial real estate owners and investors around the world. In his final year at Green Street, Mr. Sullivan was a Senior Advisor to Green Street's research team, helping to foster best practices across the firm's public and private market research groups. • Mr. Sullivan brings additional expertise in Accounting and Auditing for Large Business Organizations, Business Operations, Corporate Governance, Financial Expertise and Literacy, and Operations, and Talent Development and Management Education • BA, Economics, Duke University • MBA, Finance and Real Estate, Columbia University Other Boards / Organizations • The James Campbell Company (2022 – present; Audit Committee Chairman, Compensation Committee Member) • Bixby Land Company (2016 – present; Compensation Committee Chairman, Audit Committee member) Committees • Audit • Compensation and Human Resources • Nominating, Environmental, Social, and Governance • Investment 51 KIRK A. SYKES Co-Managing Partner, Accordia Partners Age: 65 Independent Director since 2020 Experience • Co-Managing Partner, Accordia Partners, LLC, a real estate development company (2014 – present) • President, Primary Corporation, a real estate company that owns commercial real estate (1993 – present) • President and Managing Director, Urban Strategy America Fund, LLP, a New Boston real estate investment fund (2005 – 2014) Qualifications • Real Estate, Investment and Finance, Development, Capital Markets, Marketing and Branding, Property / Asset Management and Operations, Financial Expertise and Literacy , gained through his experience at real estate development and commercial real estate companies, as well as his time at a real estate focused investment fund, and perspective gained during his tenure as Chairman of the Federal Reserve Bank of Boston and other roles including service on Fleet Bank and BankBoston’s Community Bank Advisory Boards • Mr. Sykes also brings expertise in Corporate Governance and Talent Development Education • B. Arch., Cornell University • Graduate, The Harvard Business School Owner and President Management Program Other Boards / Organizations • Ares Commercial Real Estate Corporation (2017 – 2019) • Natixis Loomis Sayles Funds, Board of Trustees. Trustee, Audit & Governance Committee Member (2019 – Present) • Federal Reserve Bank of Boston External Diversity Advisory Board, Member (2010 – Present) • Real Estate Executive Council Emeritus Board, Former-Chairman • NAIOP Massachusetts Board Management Committee, Member • The Federal Reserve Bank of Boston, Former Member (2008 – 2014) and Chairman (2012 – 2014) Committees • Audit • Compensation and Human Resources, Chair • Nominating, Environmental, Social, and Governance • Investment 52 There are currently no agreements, arrangements, or understandings between any director and any other person pursuant to which any director was appointed to serve as a director of the Board. Summary of Director Qualifications and Expertise Below is a summary of the qualifications and expertise of the directors, including expertise relevant to Aimco’s business. Summary of Director Qualifications and Expertise Mr. Powell Mr. Allen Ms. Gibson Mr. Leupp Ms. Rexroad Ms. Smith Mr. Stone Mr. Sullivan Mr. Sykes Accounting and Auditing for Large Business Organizations ● ● ● Business Operations ● ● ● ● ● ● ● ● ● Capital Markets ● ● ● ● ● ● ● ● ● Corporate Governance ● ● ● ● ● ● ● Development ● ● ● ● ● Executive ● ● ● ● ● ● ● ● Financial Expertise and Literacy ● ● ● ● ● ● ● ● ● Investment and Finance ● ● ● ● ● ● ● ● ● Legal ● Marketing and Branding ● ● ● Property / Asset Management and Operations ● ● ● ● ● Real Estate ● ● ● ● ● ● ● ● ● Talent Development and Management ● ● ● ● ● ● ● ● ● Demographic Mr. Powell Mr. Allen Ms. Gibson Mr. Leupp Ms. Rexroad Ms. Smith Mr. Stone Mr. Sullivan Mr. Sykes Race/Ethnicity African American ● ● Asian/Pacific Islander White/Caucasian ● ● ● ● ● ● ● Hispanic/Latino Native American Gender Male ● ● ● ● ● ● Female ● ● ● Meetings and Committees The Board held twelve meetings during the year ended December 31, 2023. During 2023, there were the following four committees: Audit; Compensation and Human Resources; Nominating, Environmental, Social, and Governance; and Investment. During 2023, no director attended fewer than 75% of the aggregate total number of meetings of the Board and each committee on which such director served. The Corporate Governance Guidelines, as described below, provide that the Company generally expects that the Chairman of the Board will attend all annual and special meetings of the stockholders. Other members of the Board are not required to attend such meetings. Eight of Aimco's directors attended the Company’s 2023 Annual Meeting of Stockholders, including the Chairman of the Board, and the Company anticipates that the full Board will attend the annual meeting this year. Below is a table illustrating the current standing committee memberships and chairmen. Additional detail on each committee follows the table. Director Audit Committee Compensation and Human Resources Committee Nominating, Environmental, Social, and Governance Committee Investment Committee Quincy L. Allen - ● † - Patricia L. Gibson - ● - † Jay Paul Leupp † - - ● Wes Powell - - - - Sherry L. Rexroad ● ● - - Deborah Smith - - ● ● R. Dary Stone* - - - - James P. Sullivan ● - - ● Kirk A. Sykes - † ● - __________ ● indicates a member of the committee † indicates the committee chairman * indicates the Chairman of the Board 53 Audit Committee The Audit Committee currently consists of Messrs. Leupp and Sullivan and Ms. Rexroad . Mr. L eupp serves as the chairman of the Audit Committee. The Audit Committee has a written charter that is reviewed annually and was last amended in April 2023. In addition to the work of the Audit Committee, the chairman has regular and recurring conversations with Ms. Stanfield, Aimco’s Chief Financial Officer (“CFO”), Ms. Johnson, Aimco’s Chief Administrative Officer (“CAO”), the head of Aimco’s internal audit function, and representatives of Ernst & Young LLP. The Audit Committee’s charter is posted on Aimco’s website (www.aimco.com) and is also available in print to stockholders, upon written request to Aimco’s Corporate Secretary. The Audit Committee’s responsibilities are set forth in the following chart. Audit Committee Responsibilities Accomplished In 2023 Oversees Aimco’s accounting and financial reporting processes and audits of Aimco’s financial statements. ✓ Directly responsible for the appointment, compensation, and oversight of the independent auditors and the lead engagement partner and makes its appointment based on a variety of factors. ✓ Reviews the scope, and overall plans for and results of the annual audit and internal audit activities. ✓ Oversees management’s negotiation with Ernst & Young LLP concerning fees, and exercises final approval over all Ernst & Young LLP fees. ✓ Consults with management and Ernst & Young LLP with respect to Aimco’s processes for risk assessment and enterprise risk management. Areas involving risk that are reported on by management and considered by the Audit Committee, the other Board committees, or the Board, include: operations, liquidity, leverage, finance, financial statements, the financial reporting process, accounting, legal matters, regulatory compliance, information technology and data protection, sustainability, climate risk, ESG, compensation, succession planning, and human resources and human capital. ✓ Consults with management and Ernst & Young LLP regarding, and provides oversight for, Aimco’s financial reporting process, internal control over financial reporting, and the Company’s internal audit function. ✓ Reviews and approves the Company’s policy about the hiring of former employees of independent auditors. ✓ Reviews and approves the Company’s policy for the pre-approval of audit and permitted non-audit services by the independent auditor, and reviews and approves any such services provided pursuant to such policy. ✓ Receives reports pursuant to Aimco’s policy for the submission and confidential treatment of communications from teammates and others concerning accounting, internal control and auditing matters. ✓ Reviews and discusses with management and Ernst & Young LLP quarterly earnings releases prior to their issuance and quarterly reports on Form 10-Q and annual reports on Form 10-K prior to their filing. ✓ Reviews the responsibilities and performance of the Company’s internal audit function, approves the hiring, promotion, demotion or termination of the lead internal auditor, and oversees the lead internal auditor’s periodic performance review and changes to his or her compensation. ✓ Reviews with management the scope and effectiveness of the Company’s disclosure controls and procedures, including for purposes of evaluating the accuracy and fair presentation of the Company’s financial statements in connection with the certifications made by the CEO and CFO. ✓ Meets regularly with members of Aimco management and with Ernst & Young LLP, including periodic meetings in executive session. ✓ Performs an annual review of the Company’s independent auditor, including an assessment of the firm’s experience, expertise, communication, cost, value, and efficiency, and including external data relating to audit quality and performance, including recent Public Company Accounting Oversight Board (PCAOB) reports on Ernst & Young LLP and its peer firms. ✓ Performs an annual review of the lead engagement partner of the Company’s independent auditor and the potential successors for that role. ✓ Periodically evaluates independent audit service providers. ✓ Reviews and discusses periodic reports from management pertaining to information technology security and controls. ✓ The Audit Committee held seven meetings during the year ended December 31, 2023. As set forth in the Audit Committee’s charter, no director may serve as a member of the Audit Committee if such director serves on the audit committee of more than 54 two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee. No member of the Audit Committee serves on the audit committee of more than two other public companies. Audit Committee Financial Expert The Board has designated Mr. Leupp as an “audit committee financial expert.” In addition, all of the members of the Audit Committee qualify as audit committee financial experts. Each member of the Audit Committee is independent, as that term is defined by Section 303A of the listing standards of the New York Stock Exchange ("NYSE") relating to audit committees. Compensation and Human Resources Committee The Compensation and Human Resources Committee currently consists of Messrs. Allen and Sykes and Mses. Gibson and Rexroad. Mr. Sykes serves as the chairman of the Compensation and Human Resources Committee. The chairman meets regularly with Ms. Johnson, Aimco’s CAO. The Chairman also has regular conversations with the Compensation and Human Resources Committee’s independent compensation consultant, Willis Towers Watson, and outside counsel with expertise in executive compensation and compensation governance related matters. The Compensation and Human Resources Committee has a written charter that is reviewed annually and was last amended in April 2023. The Compensation and Human Resources Committee’s charter is posted on Aimco’s website (www.aimco.com) and is also available in print to stockholders, upon written request to Aimco’s Corporate Secretary. The Compensation and Human Resources Committee’s responsibilities are set forth in the following charts. Compensation and Human Resources Committee Responsibilities Accomplished In 2023 Responsible for succession planning in all leadership positions, both in the short term and the long term, with particular focus on CEO and key person succession. ✓ Oversees the Company’s management of the talent pipeline process. ✓ Oversees the goals and objectives of the Company’s executive compensation plans. ✓ Annually evaluates the performance of the CEO. ✓ Determines the CEO’s compensation. ✓ Negotiates and provides for the documentation of any employment agreement (or amendment thereto) with the CEO and other executive officers, as applicable. ✓ Reviews and approves the decisions made by the CEO as to the compensation of the other executive officers. ✓ Approves and grants equity compensation. ✓ Reviews and discusses the Compensation Discussion & Analysis with management. ✓ Oversees the Company’s submission to a stockholder vote of matters relating to compensation, including advisory votes on executive compensation and the frequency of such votes, incentive and other compensation plans, and amendments to such plans. ✓ Considers the results of stockholder advisory votes on executive compensation and takes such results into consideration in connection with the review and approval of executive officer compensation. ✓ Reviews stockholder proposals and advisory stockholder votes relating to executive compensation matters and recommends to the Board the Company’s response to such proposals and votes. ✓ Reviews compensation arrangements to evaluate whether incentive and other forms of pay encourage unnecessary or excessive risk taking. ✓ Oversees, including review and approval of the terms of, the Company's compensation “claw back” policy and agreement between the Company and the Company’s executive officers. ✓ Reviews periodically the goals and objectives of the Company’s executive compensation plans and recommends that the Board amend these goals and objectives if appropriate. ✓ In coordination with the Nominating, Environmental. Social, and Governance Committee, oversees the Company’s policies and strategies related to human capital. ✓ 55 One of the most important responsibilities of the Compensation and Human Resources Committee is to ensure a succession plan is in place for key members of the Company’s executive management team, including the CEO. Based on the work of the Compensation and Human Resources Committee, the Board has a succession plan for the CEO position, is prepared to act in the event of a CEO vacancy in the short term, and has identified candidates for succession over the long term. The Board will select the successor taking into consideration the needs of the organization, the business environment, and each candidate’s skills, experience, expertise, leadership, and fit. The Company maintains a robust succession planning process, as highlighted in the following chart. Management Succession The Company maintains an executive talent pipeline for every executive officer position, including the CEO position, and every other senior officer position within the organization. The executive talent pipeline includes “interim,” “ready now,” and “under development” candidates for each position. The Company has an intentional focus on those formally under development for executive roles. Management is also focused on attracting, developing, and retaining strong talent across the organization. The executive talent pipeline is formally updated annually and is the main topic of at least one of the Compensation and Human Resources Committee’s meetings each year. The Compensation and Human Resources Committee also reviews the pipeline in connection with year-end performance and compensation reviews for every executive officer position. The pipeline is discussed regularly at the management level, as well. Talent development and succession planning is a coordinated effort among the CEO, the Compensation and Human Resources Committee, and the CAO, as well as each succession candidate. The Board is provided exposure to succession candidates for executive officer positions. All executive succession candidates have development plans. The Company maintains a forward-looking approach to succession. Positions are filled considering the business strategy and needs at the time of a vacancy and the candidate’s skills, experience, expertise, leadership and fit. The Company has a proven track record on the development of talented leaders and succession, most recently with the CEO, CFO, and CAO transitions in December 2020. The Compensation and Human Resources Committee held five meetings during the year ended December 31, 2023. 56 Nominating, Environmental, Social, and Governance Committee The Nominating, Environmental, Social, and Governance Committee currently consists of Messrs. Allen and Sykes and Ms. Smith. Mr. Allen serves as the chairman of the Nominating, Environmental, Social, and Governance Committee. The Nominating, Environmental, Social, and Governance Committee has a written charter that is reviewed annually and was last amended in April 2023. The Committee’s charter is posted on Aimco’s website (www.aimco.com) and is also available in print to stockholders, upon written request to Aimco’s Corporate Secretary. The Nominating, Environmental, Social, and Governance Committee’s responsibilities are set forth in the following chart. Nominating, Environmental, Social, and Governance Committee Responsibilities Accomplished In 2023 Focuses on Board candidates and nominees, and specifically: • Plans for Board refreshment and succession planning for directors; • Identifies and recommends to the Board individuals qualified to serve on the Board; • Identifies, recruits, and, if appropriate, interviews candidates to fill positions on the Board, including persons suggested by stockholders or others; and • Reviews each Board member’s suitability for continued service as a director when his or her term expires and when he or she has a change in professional status and recommends whether or not the director should be re-nominated. ✓ Focuses on Board composition and procedures as a whole and recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity of perspective and background required for the Board as a whole. ✓ Develops and recommends to the Board a set of corporate governance principles applicable to Aimco and its management. ✓ Maintains a related party transaction policy and oversees any potential related party transactions. ✓ Oversees a systematic and detailed annual evaluation of the Board, committees, and individual directors in an effort to continuously improve the function of the Board. ✓ Considers corporate governance matters that may arise and develops appropriate recommendations, including providing the forum for the Board to consider important matters of public policy and vet stockholder input on a variety of matters. ✓ Reviews corporate governance trends, best practices, and regulations applicable to the corporate governance of the Company and develops appropriate recommendations for the Board. ✓ Oversees the Company’s policies and strategies related to environmental, social, and corporate responsibility matters, including climate-related risks and opportunities and human rights, in coordination with the other standing committees of the Board. ✓ Evaluates relevant, current, and emerging environmental, social, and corporate responsibility risks, opportunities, and trends that may materially impact or be of significance to the business, operations, or performance of the Company, reviews and assesses with management third-party rating reports and scores of the Company on environmental, social, and corporate responsibility matters, reviews with management the Company’s communications strategy on such matters, and develops appropriate recommendations for the Board. ✓ Receives updates from the Company’s management regarding material environmental, social, and corporate responsibility activities, practices, policies, and procedures. ✓ Oversees the Company’s disclosure on environmental, social, and governance matters. ✓ Reviews annually the Company’s public policy advocacy efforts and political and charitable contributions. ✓ The Nominating, Environmental, Social, and Governance Committee held five meetings during the year ended December 31, 2023. 57 Investment Committee The Investment Committee currently consists of Messrs. Leupp and Sullivan and Mses. Gibson and Smith. Ms. Gibson serves as the chairman of the Investment Committee. The Investment Committee’s purpose is to provide oversight and guidance to the Company’s management regarding investment decisions. The Investment Committee's charter is posted on Aimco's website (www.aimco.com) and is also available in print to stockholders, upon written request to Aimco’s Corporate Secretary. The Investment Committee held four meetings during the year ended December 31, 2023. The following table sets forth the number of meetings held by the Board and each committee during the year ended December 31, 2023. Board Non-Management Directors Audit Committee Compensation and Human Resources Committee Nominating and Corporate Governance Committee Investment Committee Number of Meetings 12 4 7 5 5 4 THE GOVERNANCE OF OUr BOARD This chart provides a summary overview of Aimco’s governance practices, each of which is described in more detail in the information that follows. What Aimco Does Supermajority Independent Board. Eight of the nine directors, or 89% of the directors, are independent. Independent Standing Committees. Only independent directors serve on the Audit, Compensation and Human Resources, Nominating, Environmental, Social, and Governance, and Investment Committees. Independent Chairman of the Board. The Company’s Chairman of the Board is an independent director. Separation of Chairman and CEO. The Company has separated the roles of Chairman of the Board and CEO. Board Refreshment. The Nominating, Environmental, Social, and Governance Committee has structured the Board such that there are directors of varying tenures and perspectives, with new directors joining the Board every few years, while retaining the institutional memory of longer-tenured directors. In connection with the Separation, six directors left the Board and the Company added seven new directors. In 2023, Aimco's two remaining long-tenured directors retired from the Board, having completed the post-Separation transition. No pre-Separation directors remain on the Board. Regular Access to and Involvement with Management. In addition to regular access to management during Board and committee meetings, the independent directors have ongoing, direct access to members of management and to the Aimco business. This includes the Audit Committee chairman’s active and regular engagement with accounting staff and the Aimco auditors, the Compensation and Human Resources Committee chairman’s continuing involvement with compensation and personnel matters, the Nominating, Environmental, Social, and Governance Committee chairman’s participation in director recruitment and environmental, social, and governance ("ESG") matters,the Investment Committee chairman's guidance on investment decisions, and Mr. Stone’s frequent involvement with Mr. Powell with respect to strategy, agenda setting, board materials, and policy matters. Engaged Board. In addition to regular access to management, the independent directors meet at least quarterly and receive written updates from the CEO regularly. Stockholder Engagement. Under the direction of the Board and including participation by Board members when requested by stockholders, Aimco systematically and at least annually canvasses its largest stockholders, those holding approximately two-thirds of outstanding Aimco shares, concerning compensation, governance, and other ESG matters. Director Stock Ownership. By the completion of five years of service from the time of the Separation or from joining the Board, a non-management director is expected to own equity having a value of at least five times the annual cash retainer for non-management directors. Risk Assessment. The Board conducts an annual risk assessment. Areas involving risk that are reported on by management and considered by the Board, include: operations, liquidity, leverage, finance, financial statements, the financial reporting process, accounting, legal matters, regulatory compliance, information technology and data protection, sustainability, ESG, compensation, and human resources and human capital. The Compensation and Human Resources Committee is responsible for succession planning in all leadership positions, both in the short term and the long term, with particular focus on CEO succession in the short term and the long term. Majority Voting with a Resignation Policy. In an uncontested election, Aimco requires its directors to be elected by a majority of the votes cast. Directors failing to get a majority of the votes cast in an uncontested election are expected to tender their resignation. Proxy Access. A stockholder or a group of up to 20 stockholders, owning at least 3% of our shares for three years, may submit nominees for up to 20% of the Board, or two nominees, whichever is greater, for inclusion in our proxy materials, subject to complying with the requirements contained in our bylaws. 58 What Aimco Does Not Do Unapproved Related Party Transactions. The Nominating, Environmental, Social, and Governance Committee oversees a related party transactions policy requiring review and approval of such transactions to help ensure that Aimco’s decisions are based on considerations only in the best interests of Aimco and its stockholders. Pledging or hedging shares held to satisfy stock ownership requirements. The Company’s insider trading policy prohibits officers, directors, and certain other employees from engaging in pledging transactions and prohibits officers, directors, and all other employees from engaging in any hedging transactions. Interlocking Directorships. No member of Aimco management serves on a board or a compensation committee of a company at which an Aimco director is also an employee. Director Overboarding. Aimco’s corporate governance guidelines and committee charters limit the number of other boards and the number of other audit committees on which an Aimco director may serve. Typically, an Aimco director is limited to service on four or fewer boards (including the Company’s) and is limited to service on three or fewer audit committees, including the Company’s. Retirement Age or Term Limits. Rather than impose arbitrary limits on service, the Company regularly (and at least annually) reviews each director’s continued role on the Board and considers the need for regular board refreshment. CODE OF ETHICS The Board has adopted a code of ethics entitled “Code of Business Conduct and Ethics” that applies to the members of the Board, all of Aimco’s executive officers and all teammates of Aimco or its subsidiaries, including Aimco’s principal executive officer, principal financial officer, and principal accounting officer. The Code of Business Conduct and Ethics is posted on Aimco’s website (www.aimco.com) and is also available in print to stockholders, upon written request to Aimco’s Corporate Secretary. If, in the future, Aimco amends, modifies, or waives a provision in the Code of Business Conduct and Ethics, rather than filing a Current Report on Form 8-K, Aimco intends to satisfy any applicable disclosure requirement under Item 5.05 of Form 8-K by posting such information on Aimco’s website (www.aimco.com), as necessary. 59 Our Executive Officers The executive officers of the Company, their ages, dates they were first elected as an executive, and their positions are set forth below. Name Age First Elected Position Wes Powell 44 January 2018 Director, President and Chief Executive Officer H. Lynn C. Stanfield 49 October 2018 Executive Vice President and Chief Financial Officer Jennifer Johnson 51 December 2020 Executive Vice President, Chief Administrative Officer and General Counsel For more information about Wes Powell, please see the Board of Directors section. Biographical summaries of our other executive officers are set forth below. H. Lynn C. Stanfield. Ms. Stanfield was appointed Executive Vice President and Chief Financial Officer in December 2020 and chairs Aimco’s investment committee. From October 2018 to December 2020, Ms. Stanfield served as Aimco’s Executive Vice President, Financial Planning & Analysis and Capital Allocation, with responsibility for various finance functions and corporate and income tax strategy, and serving as a member of Aimco’s Investment Committee. Since joining Aimco in March 1999, Ms. Stanfield has held various positions with responsibility for affordable asset management, income tax, and investor relations. Prior to joining Aimco, Ms. Stanfield was engaged in public accounting at Ernst & Young with a focus on partnership and real estate clients and served as Assistant Professor of Accounting at Erskine College. Ms. Stanfield holds a Master of Professional Accountancy from Clemson University and is a licensed CPA. Jennifer Johnson. Ms. Johnson was appointed Executive Vice President, Chief Administrative Officer and General Counsel in December 2020. From August 2009 to December 2020, Ms. Johnson served as Senior Vice President, Human Resources. From July 2006 to August 2009, Ms. Johnson served as Vice President and Assistant General Counsel. She joined the Company as Senior Counsel in August 2004. Prior to joining the Company, Ms. Johnson was in private practice with the law firm of Faegre & Benson LLP with a focus on labor and employment law and commercial litigation. Ms. Johnson earned her law degree from the University of Colorado Law School. 60 ITEM 11. EXECUTIVE COMPE NSATION COMPENSATION DISCUSSION & ANALYSIS (CD&A) This CD&A addresses the following: • Stockholder Engagement; • Overview of Aimco’s Pay-for-Performance Philosophy • Overview of Aimco's Post-Separation and 2023 Performance Results; • Summary of Executive Compensation Program and Governance Practices; • What We Pay and Why: Components of Executive Compensation; • Total Compensation for 2023; • Other Compensation; • Post-Employment Compensation and Employment and Severance Arrangements; • Other Benefits; Perquisite Philosophy; • Stock Ownership Guidelines and Required Holding Periods After Vesting; • Role of Outside Consultants; • Base Salary, Incentive Compensation, and Equity Grant Practices; • 2024 Compensation Targets; and • Accounting Treatment and Tax Deductibility of Executive Compensation. Stockholder Engagement At Aimco's 2023 Annual Meeting of Stockholders, approximately 91% of the votes cast in the advisory vote to approve executive compensation (also commonly referred to as "Say on Pay") approved the compensation of Aimco's named executive officers ("NEOs") as disclosed in Aimco's 2023 proxy statement. The Compensation and Human Resources Committee (the “Committee”) and Aimco management considered these results and remain committed to extensive engagement with stockholders as part of ongoing efforts to formulate and implement an executive compensation program designed to align the long-term interests of our executive officers with those of our stockholders. In 2022 and 2023, we engaged with stockholders representing more than 80% of our outstanding shares on a broad range of topics, including executive compensation. The Company continued to receive broad support from stockholders on its executive compensation program, including the program's structure, the program's alignment with pay and performance, the quantum of compensation delivered under the program, and the level of disclosure. OVER view of Aimco’s Pay-for-Performance Philosophy Aimco is a pay-for-performance organization. Aimco starts by setting target total compensation near the median of target total compensation for Aimco’s peers as identified below, to provide an economic incentive to remain with Aimco. Actual compensation varies from target compensation based on Aimco’s results. Each officer’s annual cash incentive compensation, “short term incentive” or STI, is based in part on Aimco’s performance against corporate, rather than individual, goals. The more senior the officer, the greater the percentage of his or her STI that is based on Aimco’s performance against its corporate goals. Aimco’s longer term compensation, “long term incentive” or LTI, follows a similar tiered structure. Each officer’s LTI is based in part on relative “total stockholder return” or TSR, with NEOs having a greater share of their LTI based on relative TSR. In the case of Mr. Powell, his entire LTI award is “at risk” based on Aimco’s relative TSR. LTI is measured and vests over time, so that officers bear longer term exposure to the decisions they make. 61 To reinforce alignment of stockholder and management interests, Aimco also has stock ownership guidelines that require substantial equity holdings by executive officers, as described further below. OVER view of Aimco’s POST-SEPARATION and 2023 Performance Results Aimco has achieved significant accomplishments and produced superior returns since the Separation as summarized below. Simplified the business by targeting real estate investment in select markets , building an investment pipeline solely controlled by Aimco, and significantly reducing our exposure to alternative investments Delivered strong growth from our portfolio of stabilized apartment communities since the Separation: annualized NOI growth of 9.1%; NOI margin expansion of 525 bps; and revenue per apartment home growth of 25%. In 2023: NOI growth of 9.3% year-over-year; NOI expansion of 80 bps; and monthly revenue up by nearly $200 per home Created substantial value through the on time and on budget execution of development and redevelopment projects. $0.8 billion of projects successfully completed through 2023 and $580 million of projects currently on track for construction completion in 2024 Unlocked considerable value through the monetization of four completed development projects, three stabilized multifamily assets, two land parcels, a portion of our investment in life science developer IQHQ, and a portion of the Parkmerced mezzanine investment and the associated interest rate swaption, for a combined $1.1 billion Improved the balance sheet by refinancing or retiring more than $1 billion of near term liabilities and eliminating substantially all floating rate exposure. Sourced strategic partnership to provide Limited Partner equity capital for up to $1 billion of Aimco-led multifamily development projects Returned capital to stockholders through the repurchase of approximately 9.6 million shares in 2022 and 2023 at an average price per share of $7.29 and increased the Company's share repurchase authorization from 10 million to 30 million shares Total shareholder returns of 43% since the separation from AIR Communities in December 2020 through December 31, 2023, outperforming peers 2 and the FTSE Apartment Equity Index, the MSCI U.S. REIT Index, the Russell 2000, and the S&P 500 1 Returns measured from December 14, 2020, the date of when-issued trading for Aimco post-separation from AIR. 2 Peer group consists of: Armada Hoffler Properties, Inc.; Centerspace; Clipper Realty, Inc.; Elme Communities; Five Point Holdings, LLC; Forestar Group, Inc.; Howard Hughes Corp.; Independence Realty Trust, Inc.; JBG SMITH Properties; Stratus Properties, Inc.; The St. Joe Company; Tejon Ranch Co.; and Veris Residential. Total shareholder return for this group was determined using the simple average total shareholder return for these companies. 62 Summary of Executive Compensation Program and Governance Practices Below we summarize certain executive compensation program and governance practices, including practices we have implemented to drive performance and practices we avoid because we believe they would not serve our stockholders’ long-term interests. What Aimco Does Pays for performance. A significant portion of executive pay is not guaranteed, but rather is at risk and tied to key financial and value creation metrics that are set in advance and disclosed to stockholders. All of the incentive compensation (both STI and LTI) for Mr. Powell is subject to the achievement of various performance objectives. For the other NEOs, all STI compensation, and two-thirds of target LTI compensation is subject to the achievement of various performance objectives. Balances short-term and long-term incentives. The incentive programs provide a balance of annual and longer-term incentives, with LTI compensation vesting over multiple years comprising a substantial percentage of target total compensation. Uses multiple performance metrics. These mitigate the risk of the undue influence of a single metric by utilizing multiple performance measures. Such measures differ for STI and LTI. Caps award payouts. Amounts or shares that can be earned under the STI plan and LTI plan are capped. Uses market-based approach for determining NEO target pay. Target total compensation for NEOs is generally set near the median for peer comparators. The Committee reviews the peer comparator group annually. Maintains stock ownership guidelines and holding periods after vesting until ownership guidelines are met. Aimco has the following minimum equity ownership requirements: CEO – five times base salary; and other executive officers – three times base salary. Includes double-trigger change in control provisions. Equity awards include “double trigger” provisions requiring both a change in control and a subsequent termination of employment (other than for cause) for accelerated vesting to occur. Uses an independent compensation consulting firm. The Committee engages an independent compensation consulting firm that specializes in the real estate industry. Maintains a claw back policy. In the event of an accounting restatement due to material noncompliance with financial reporting requirements, the claw back policy provides for the recovery of incentive compensation paid to executives based on the misstated financial information. The policy covers all forms of bonus, incentive, and equity compensation. Conducts a risk assessment. The Committee annually conducts a compensation risk assessment to determine whether the compensation policies and practices, or components thereof, create risks that are reasonably likely to have a material adverse effect on the Company. Acts through an independent Compensation Committee. The Committee consists entirely of independent directors. What Aimco Does Not Do Guarantee salary increases, bonuses or equity grants. The Company does not guarantee annual salary increases or bonuses. The Company makes no guaranteed commitments to grant equity-based awards. Provide excise tax gross-up payments. The Company does not have, and will not enter into, any contractual arrangements that include excise tax gross-up payments. Reprice options. The Company has never repriced the per-share exercise price of any outstanding stock options. Repricing of stock options is not permitted under the Company’s Second Amended and Restated 2015 Stock Award and Incentive Plan (the “2015 Plan”) without first obtaining approval from the stockholders of the Company. Pay dividends or dividend equivalents on unearned performance shares. Performance share award agreements provide for the payment of dividends only if and after the shares are earned. Dividends, if any, accrue during the performance period and are paid once shares are earned. Provide more than minimal personal benefits. The Company does not provide executives with more than minimal perquisites, such as reserved parking spaces. 63 What We Pay and Why: Components of Executive Compensation Total compensation for Aimco’s NEOs is comprised of the following components: Compensation Component Form Purpose Base Salary Cash Provide a salary that is competitive with market. STI Cash Reward executive for achieving short-term business objectives. LTI Restricted stock, stock options, and/or long-term incentive units in our operating partnership (“LTIP Units”), subject to performance and/or time vesting, typically over three to four years. Align executive’s compensation with stockholder objectives, and provide an incentive to take a longer-term view of Aimco’s performance. LTI compensation directly ties the interests of executives to the interests of our stockholders, and comprises a substantial proportion of compensation for Aimco NEOs, as follows: CEO 2023 Target Pay Mix OTHER NEOs 2023 TARGET PAY MIX 64 CEO Pay Overview The Committee determines the compensation for the CEO. In setting Mr. Powell’s target total compensation for 2023, the Committee considered, among other things, the Company's peer group compensation data as discussed below and Mr. Powell’s relevant expertise and experience. For 2023, the Committee set Mr. Powell's target total compensation near the median for the peer group. The Committee devised a compensation plan for Mr. Powell that resulted in approximately 16% base salary, 20% STI (based entirely on Aimco’s performance against its 2023 corporate goals), and 64% LTI (based entirely on relative TSR). Mr. Powell’s target compensation mix is illustrated as follows: How the Committee determines the amount of target total compensation for the other executive officers In addition to reviewing the performance of, and determining the compensation for, the CEO, the Committee also reviews and approves the decisions made by the CEO as to the compensation of Aimco’s other executive officers. Base salary, target STI, and target LTI are generally set near the median base salary, target STI, and target LTI for our peer comparators. How peer comparators are identified The Committee, with the advice of its independent executive compensation consultant, developed a peer group for purposes of benchmarking NEO compensation based on industry and business strategy. The peer group ranged from 0.4x to 1.76x Aimco's total capitalization, with Aimco at the 70th percentile, and with Aimco at the 58th and 37th percentile based on total assets and gross depreciable property, respectively. Based on this analysis, Aimco included as “peers” for 2023 target compensation the following 12 real estate companies: Peer Group American Assets Trust, Inc. Five Point Holdings, LLC Armada Hoffler Properties, Inc. Forestar Group Inc. Bluerock Residential Growth REIT, Inc. JBG SMITH Properties Centerspace Seritage Growth Properties Clipper Realty, Inc. The St. Joe Company Elme Communities Veris Residential, Inc. Risk analysis of Aimco’s compensation programs The Committee considers risk-related matters when making decisions with respect to executive compensation and has determined that neither Aimco’s executive compensation program nor any of its non-executive compensation programs create risk-taking incentives that are reasonably likely to have a material adverse effect on the organization. Aimco’s compensation programs align management incentives with the long-term interests of the Company. 65 Aimco’s Compensation Program Discourages Excessive Risk-Taking Limits on STI. The compensation of executive officers and other teammates is not overly weighted toward STI. Moreover, STI is capped. Use of LTI. LTI is included in target total compensation and typically vests over a period of three to four years. The vesting period encourages officers to focus on sustaining Aimco’s long-term performance. Executive officers with more responsibility for strategic and operating decisions have a greater percentage of their target total compensation allocated to LTI. LTI is capped at two times target, or 200%, for the CEO, and 1.67 times target, or 167%, for the other NEOs. Stock ownership guidelines and required holding periods after vesting. Aimco’s stock ownership guidelines require all executive officers to hold a specified amount of Aimco equity. Any executive officer who has not yet satisfied the stock ownership requirements for his or her position must retain LTI after its vesting until stock ownership requirements are met. These policies ensure each executive officer has a substantial amount of personal wealth tied to long-term holdings in Aimco stock. Shared performance metrics across the organization. A portion of STI for the NEOs is based upon Aimco’s performance against its corporate goals, which are reviewed and approved by the Committee. One hundred percent of Mr. Powell’s STI, and 50% of the STI for the other NEOs, is based upon Aimco’s performance against its corporate goals. In addition, having shared performance metrics across the organization reinforces Aimco’s focus on a collegial and collaborative team environment. LTI based on TSR. One hundred percent of the Mr. Powell’s LTI, and 67% of the LTI for the other NEOs, is based on relative TSR. Multiple performance metrics. Aimco had five corporate goals for 2023. In addition, through Aimco’s performance management program, Managing Aimco Performance, or MAP, which sets and monitors performance objectives for every teammate, each teammate had several different individual performance goals that are set at the beginning of the year and approved by management. Mses. Stanfield and Johnson had an average of six individual goals for 2023. Having multiple performance metrics inherently reduces excessive or unnecessary risk-taking, as incentive compensation is spread among a number of metrics rather than concentrated in a few. Total Compensation for 2023 For 2023, total compensation is the sum of base compensation earned in 2023, STI earned in 2023, and LTI awards granted in 2023. Additionally, total compensation for Ms. Stanfield includes a discretionary cash award approved by the Committee as described below under the heading "Other Compensation." Base Compensation for 2023 For 2023, Mr. Powell’s base compensation was set at $625,000 (an increase from his 2022 base compensation of $550,000), near the median for CEOs in Aimco’s peer group. Ms. Stanfield’s base compensation was set at $475,000 (an increase from her 2022 base compensation of $450,000) and Ms. Johnson's base compensation was set at $425,000 (an increase from her 2022 base compensation of $395,000). Short-Term Incentive Compensation for 2023 The Committee determined Mr. Powell’s STI by the extent to which Aimco met five designated corporate goals, which are described below and are referred to as Aimco’s Key Performance Indicators, or KPIs. For the other NEOs, calculation of STI was determined by two components: Aimco’s performance against the KPI; and each officer’s achievement of her individual MAP goals. For example, if an executive’s target STI was $400,000 and weighted 50% on KPIs, then 50% of that amount, or $200,000, varied based on KPI results and 50% of that amount, or $200,000, varied based on MAP results. As actual KPI results were 119.80% of target in 2023, then the executive would receive 119.80% of $200,000 ($239,600) for the KPI portion of her STI, and if MAP results were 100%, such hypothetical executive would receive 100% of the $200,000, for a total STI payment of $439,600. 66 Aimco’s 2023 KPIs consisted of the following five corporate goals that were reviewed with, and approved by, the Committee, each weighted as described. CORPORATE GOALS Portfolio Management (20% of KPI) Based on 2023 NOI performance of stabilized portfolio, and opportunistic dispositions and monetization of investments Development and Redevelopment (30% of KPI) Based on development and redevelopment execution as compared to the 2023 budget and plan Capital Deployment and Allocation (20% of KPI) Based on the deployment and allocation of capital into the existing pipeline of previously identified and/or controlled investment opportunities Balance Sheet (20% of KPI) Based on maintaining abundant liquidity, and other balance sheet activities that strengthen Aimco's balance sheet and add financial flexibility Human Capital and Environmental. Social, and Governance (ESG) (10% of KPI) Based on team retention and team engagement scores and 2023 progress against ESG objectives These goals aligned executive officers with the long-term goals of the Company without encouraging them to take unnecessary and excessive risks. Threshold performance paid out at 50%; target performance paid out at 100%; and maximum performance paid out at 200%. For some goals, where performance was between threshold and target or between target and maximum, the amount of the payout was interpolated. 67 The following is a tabular presentation of the performance criteria and results for 2023, explained in detail in the paragraphs that follow: ` Performance Measures Goal Weighting Threshold 50% Target 100% Maximum 200% Actual Payout Portfolio Management 2023 NOI performance of stabilized portfolio as compared to 2023 Budget. 20% Threshold performance equated to 5% less than budgeted NOI Target performance equated to budgeted NOI. Maximum performance equated to more than 5% above budgeted NOI Stabilized property NOI was approximately 0.7% above budgeted NOI. 22.80% Development and Redevelopment Achieve budgeted/forecasted expectations on timing and costs for development/redevelopment projects and rents compared to underwriting. 30% — Based on completion of projects on time and on budget, and achievement of year-end occupancy and rental rates consistent with the 2023 budget and plan. — Completed construction and lease up of The Hamilton, a 276-home waterfront apartment community in Miami, FL, completed and opened The Benson Hotel and Faculty Club on the Anschutz Medical Campus in Aurora, CO, and delivered and leased initial homes at Upton Place in Washington, D.C., and at Oak Shore in Corte Madera, CA. In total, Armco delivered 350 new apartment homes, opened the 106-room hotel and event space, and completed five single family rental homes. At these projects, Aimco signed leases at rates, on average, 17% above underwritten levels. Aimco and its joint venture partner continued construction on a 220-apartment home development at Strathmore Square in Bethesda, MD. 32.00% Capital Deployment and Allocation Deployment and allocation of capital into the existing pipeline of previously identified and/or controlled investment opportunities. 20% — Based on the deployment and allocation of capital consistent with the 2023 Budget into the existing pipeline of previously identified and/or controlled investment opportunities. — I nvested $234 million, including $51 million of Aimco equity, into active development projects and another $19 million in planning across four markets. Additionally, Aimco closed a 20% non-controlling position in the Parkmerced mezzanine loan for $33.5 million. At the time of closing, the purchaser also pre-paid $4 million in interest on an option to acquire the remaining 80%. Separately, Aimco monetized its associated interest rate swaption for $54 million and invested the proceeds in a short-term treasury instrument as an ongoing hedge of the Parkmerced mezzanine loan investment. In total, Aimco monetized $91.5 million of its Parkmerced mezzanine investments. Aimco's joint venture in Fort Lauderdale, Florida monetized an additional portion of its investment by closing on the sale of the second of three land parcels along Broward Avenue. The 1.1-acre land parcel was sold for $31.2 million, more than double the original purchase price per acre. 25.00% Balance Sheet Maintaining abundant liquidity, and other activities that strengthen Aimco’s balance sheet and add financial flexibility. 20% — Based on maintaining abundant liquidity, and other balance sheet activities that strengthen Aimco's balance sheet and add financial flexibility. — As of December 31, 2023, Aimco had access to $289.3 million , including $122.6 million of cash on hand, $16.7 million of restricted cash, and the capacity to borrow up to $150.0 million on its revolving credit facility. As of December 31, 2023, 100% of Aimco's total debt was either fixed rate or hedged with interest rate cap protection and, including contractual extensions, Aimco has only $8.5 million , or less than 1% of its total debt, maturing prior to May 2026. 25.00% Human Capital & Environmental, Social, and Governance (ESG) Progress Against Human Capital and ESG Objectives 10% — Based on team retention and team engagement scores and achievement of 2023 ESG plan. — Retained 100% of officer team and reduced overall voluntary turnover by more than half year-over-year (from 14% voluntary turnover in 2022 to 6% in 2023). Team engagement was 4.74 (up from 4.52 in 2022), a new Aimco record, based on a response rate of 100%. Recognized as a “Healthiest Employer” by Denver Business Journal, South Florida Business Journal, and Healthiest Employers of Greater Washington, D.C., and certified as a “Great Place to Work.” Refreshed ESG policies and enhanced disclosure pursuant to the Task Force on Climate-Related Financial Disclosures, or TCFD. 15.00% Total 119.80% 68 An explanation of the objective of each goal and performance levels and payouts for each goal is set forth below. Portfolio Management (20% of KPI). The primary objective of this goal was to fulfill the Company’s strategic objective to achieve rent growth for its stabilized portfolio based on high levels of resident retention, through superior customer selection and satisfaction, coupled with disciplined innovation resulting in sustained cost control, to maximize NOI margins. For 2023, the range for stabilized portfolio NOI was as follows: “Threshold” equated to achievement of five percent unfavorable to 2023 budgeted NOI; “Target” equated to achievement of 2023 budgeted NOI; and “Maximum” equated to five percent favorable to 2023 budgeted NOI. Stabilized property NOI was 0.7% above budgeted NOI. This resulted in a payout on the Portfolio Management goal of 22.80% for each of the NEOs. Development and Redevelopment Execution (30% of KPI). The primary objective of this goal was to fulfill the Company’s strategic objective of executing development, redevelopment, and lease-up projects pursuant to the Company’s 2023 budget and plan. Large and/or complex projects provided increased weighting toward the total goal weighting of 30%, while smaller scale projects provided lower weighting toward the total goal weighting. Achievement for each project was determined with reference to the 2023 budgeted investment and plan for the project, and was based on the extent to which the project work was completed on time and within budget, as well as, where applicable, the extent to which year-end occupancy and rental rates were consistent with the 2023 budget and plan. In 2023, Aimco's development and redevelopment projects were on track as measured by budget and lease-up metrics. Aimco completed construction and lease up of The Hamilton, a 276-home waterfront apartment community in Miami, FL, completed and opened The Benson Hotel and Faculty Club on the Anschutz Medical Campus in Aurora, CO, and delivered and leased initial homes at Upton Place in Washington, D.C., and at Oak Shore in Corte Madera, CA. In total, Aimco delivered 350 new apartment homes, opened the 106-room hotel and event space, and completed five single family rental homes. At these projects, Aimco signed leases at rates, on average, 17% above underwritten levels. Aimco and its joint venture partner continued construction on a 220-apartment home development at Strathmore Square in Bethesda, MD. This resulted in a payout on this goal of 32.00% for each of the NEOs. Capital Deployment and Allocation (20% of KPI). The primary objective of this goal was to fulfill the Company’s strategic objective of effectively deploying capital into its existing pipeline of previously identified and/or controlled investment opportunities. In 2023, Aimco i nvested $234 million, including $51 million of Aimco equity, into active development projects and another $19 million in planning across four markets. Additionally, Aimco closed a 20% non-controlling position in the Parkmerced mezzanine loan for $33.5 million. At the time of closing, the purchaser also pre-paid $4 million in interest on an option to acquire the remaining 80%. Separately, Aimco monetized its associated interest rate swaption for $54 million and invested the proceeds in a short-term treasury instrument as an ongoing hedge of the Parkmerced mezzanine loan investment. In total, Aimco monetized $91.5 million of its Parkmerced mezzanine investments. Aimco's joint venture in Fort Lauderdale, Florida monetized an additional portion of its investment by closing on the sale of the second of three land parcels along Broward Avenue. The 1.1-acre land parcel was sold for $31.2 million, more than double the original purchase price per acre. This resulted in a payout on this goal of 25.00% for each of the NEOs. Balance Sheet (20% of KPI). The primary objective of this goal was to fulfill the Company’s strategic objectives of maintaining abundant liquidity and other activities that strengthen Aimco’s balance sheet and add financial flexibility . As of December 31, 2023, Aimco had access to $289.3 million , including $122.6 million of cash on hand, $16.7 million of restricted cash, and the capacity to borrow up to $150.0 million on its revolving credit facility. As of December 31, 2023, 100% of Aimco's total debt was either fixed rate or hedged with interest rate cap protection and, including contractual extensions, Aimco has only $8.5 million , or less than 1% of its total debt, maturing prior to May 2026. This resulted in a payout on the balance sheet goal of 25.00% for each of the NEOs. Human Capital & Environmental, Social, and Governance (10% of KPI). The primary objective of this goal was to fulfill Aimco’s strategic objective of fostering a healthy environment of respect and innovation, empowering our human capital to create value, and furthering our broader commitment to corporate responsibility. In 2023, Aimco retained 100% of its officer team and reduced overall voluntary turnover by more than half year-over-year (from 14% voluntary turnover in 2022 to 6% in 2023). Every teammate is surveyed via a third-party, confidential survey performed on an annual basis. The team engagement score consists of the average of the responses to the questions that comprise the engagement index, on a scale of 1 to 5, for all teammates who complete the survey during the year. T eam engagement for 2023 was 4.74 (up from 4.52 in 2022), a new Aimco record, based on a response rate of 100%. Aimco was recognized as a “Healthiest Employer” by the Denver Business Journal, the South Florida Business Journal, and Healthiest Employers of Greater Washington, D.C., and certified as a “Great Place to Work.” In 2023, Aimco refreshed its ESG policies and enhanced its disclosure pursuant to the TCFD. This resulted in a payout on the ESG goal of 15.00% for each of the NEOs. 69 Due to Aimco’s overall achievement on each of its 2023 goals, Aimco’s overall KPI performance was 119.80%. Accordingly, each NEO was awarded 119.80% of the portion of his or her target STI attributable to KPI. Various of the key financial indicators we use in managing our business and in evaluating our financial condition and operating performance are non-GAAP measures. Key non-GAAP measures we use are defined, described and, where appropriate, reconciled to the most comparable financial measures computed in accordance with GAAP under the Non-GAAP Measures heading within Part II, Item 7 of this filing. Long-Term Incentive Compensation Awards for 2023 Under the 2023 LTI program for executive officers, two forms of LTI awards were granted to NEOs on February 1, 2023, as follows: (1) performance-based restricted stock, which was granted to Mr. Powell and Mses. Stanfield and Johnson, representing 100% of the 2023 LTI award for Mr. Powell and approximately two thirds of the respective 2023 LTI awards for Mses. Stanfield and Johnson, which vests as set forth below; and (2) time-based restricted stock, which was granted to Mses. Stanfield and Johnson, representing one-third of their respective 2023 LTI awards, with one-third of the awards vesting on each anniversary of the grant date subject to continued employment on the applicable vesting date. Aimco refers to the performance-based restricted stock as “performance-based LTI awards” because the amount of restricted stock that vests, if any, is determined based on Aimco’s relative TSR performance during a forward looking, three-year performance period, as described in detail below. The Committee typically grants LTI awards at the time of its final compensation determination, generally in late January or early February. 2023 CEO LTI Equity Mix 2023 OTHER NEOs LTI EQUITY MIX 70 The amount of performance-based LTI awards granted in 2023 that may vest are determined in accordance with the following TSR performance metrics: Metric and Performance Level (1) (relative performance stated as basis points above or below index performance or percentile rank) (2) Threshold 50% Target 100% Maximum 200% Relative to Russell 2000 Value Index (1/3 Weighting) -350 bps +50 bps +500 bps Relative to FTSE NAREIT Equity Apartments Index (1/3 Weighting) -350 bps +50 bps +500 bps Relative to Identified Peer Group (1/3 Weighting) (3) 30 th Percentile 55 th Percentile 80 th Percentile (1) The relative metrics above reflect the metrics used for the awards made in 2023 for the three-year forward looking performance period ending on December 31, 2025. (2) If absolute TSR for the three-year forward looking performance period is negative, any portion of the LTI award achieved above target will not vest until absolute TSR is once again positive. (3) The identified peer group, developed by the Committee with the assistance of its independent executive compensation consultant, consisted of the following 13 real estate companies: Armada Hoffler Properties, Inc.; Centerspace; Clipper Realty, Inc.; Elme Communities; Five Point Holdings, LLC; Forestar Group, Inc.; Howard Hughes Corp.; Independence Realty Trust, Inc.; JBG SMITH Properties; Stratus Properties, Inc.; The St. Joe Company; Tejon Ranch Co.; and Veris Residential. Such metrics apply to the performance-based restricted stock granted to Mr. Powell and Mses. Stanfield and Johnson. The Committee set threshold performance to be earned at 50% of target; target performance to be earned at 100% of target; and maximum performance to be earned at 200% of target. Performance below threshold will result in no amount earned. If performance is between threshold and target or between target and maximum, the amount earned will be interpolated. Performance-based LTI awards vest 100% following the end of the three-year performance period (based on attainment of TSR targets), for a three-year plan from start to finish, illustrated below, subject to the grantee’s continued service to Aimco, and subject to a delay if absolute TSR for the three-year forward looking performance period is negative. For the purpose of calculating the number of shares of performance-based restricted stock to be granted to Mr. Powell and Mses. Stanfield and Johnson, the dollar amount allocated to restricted stock was divided by $7.75 per share, which represents the per share value based on a Monte Carlo model calculated by a third party financial firm with particular expertise in the valuation of performance-based restricted stock. The share award agreements to which the performance-based restricted shares were granted do not provide for the payment of dividends, if any, until the shares are earned. Dividends, if any, accrue during the performance period. For the purpose of calculating the number of shares of time-based restricted stock to be granted to Mses. Stanfield and Johnson, the dollar amount allocated to restricted stock was divided by $7.52, which the average closing trading price of Aimco's Common Stock for the five-day trading period up to and including the date of the grant. 71 NEO Compensation for 2023 CEO Compensation . The Committee determined Mr. Powell’s STI for 2023 would be based entirely on Aimco’s performance against corporate goals, described above. The Committee calculated Mr. Powell’s STI by multiplying his STI target of $781,000 by 119.80%, which was the Committee’s payout determination having reviewed Aimco’s overall performance against corporate goals, as described in detail above. The Committee granted Mr. Powell’s LTI in the form of restricted stock on February 1, 2023, for the three-year performance period from January 1, 2023, through December 31, 2025; the LTI grant is entirely at risk, based on relative total stockholder returns over the performance period. Mr. Powell’s 2023 target compensation and incentive compensation is summarized as follows: Target Total Incentive 2023 Incentive Compensation Compensation STI LTI Target Total Compensation ($) Paid Base ($) STI ($) LTI ($) ($) (1) Time-Based Equity ($) Performance-Based Equity – Restricted Stock ($) (2) 3,906,000 625,000 781,000 2,500,000 935,638 — 2,500,000 __________ (1) Amount shown reflects the amount of 2023 STI paid to Mr. Powell. (2) Amount shown reflects the value at grant, or “target” performance. The actual amount earned may range from 0% to 200% of this amount depending on performance results over the forward looking, three-year performance period ending December 31, 2025. The number of shares that are earned, if any, will vest 100% following the end of the three-year performance period, for a three-year vesting period. Other NEO Compensation . For Mses. Stanfield and Johnson, an allocation of the target STI was made as follows: 50% of the target STI was calculated based on Aimco’s performance against KPI and 50% of the target STI was calculated based on each executive’s achievement of her individual MAP goals. As described above, Aimco’s KPI performance was 119.80%. Accordingly, each was awarded 119.80% of the portion of her STI attributable to KPI. In determining the MAP achievement component of 2023 STI, Mr. Powell made the following recommendations to the Committee: Ms. Stanfield’s MAP objectives were achieved at 170% of target for her contributions to Aimco’s balance sheet and to finance, capital allocation, and tax; and Ms. Johnson’s MAP objectives were achieved at 155% of target for her leadership over legal matters, human capital, ESG efforts, and information technology. The Committee reviewed and approved Mr. Powell’s recommendations with respect to Mses. Stanfield and Johnson. As described above, LTI for Mses. Stanfield and Johnson was granted on February 1, 2023, in the form of restricted stock. O ne-third of the LTI target vests ratably over three years, and is for the purpose of attracting and retaining key talent integral to the success of Aimco. Two-thirds of the LTI target is at risk, based on relative total stockholder returns for the three-year performance period from January 1, 2023, through December 31, 2025. Target compensation and incentive compensation for 2023 for Mses. Stanfield and Johnson is summarized as follows: Target Total 2023 Incentive Compensation ($) Incentive Compensation STI LTI Target Total Compensation ($) Paid Base ($) STI ($) LTI ($) ($) (1) Time-Based Restricted Stock ($) (2) Performance- Based Restricted Stock ($) (3) Ms. Stanfield 1,800,000 475,000 475,000 850,000 688,275 283,333 566,667 Ms. Johnson 1,411,000 425,000 361,000 625,000 496,014 208,333 416,667 __________ (1) Amounts shown reflect the 2023 STI paid to each of Mses. Stanfield and Johnson. (2) Comprises one-third of the LTI target, vesting ratably over three years, and is for the purpose of attracting and retaining key talent integral to the success of Aimco. (3) Amounts shown reflect the value at grant, or “target” performance. Actual amounts earned will be in a range of 0% to 200% of these amounts, depending on performance results for the three-year performance period from January 1, 2023, through December 31, 2025. Determination Regarding 2021 Performance Share Awards . As part of the 2021 LTI program, the Company granted performance-share awards that might be earned based on relative TSR as compared to the Russell 200 Value Index (one-third weighting), FTSE NAREIT Equity Apartments Index (one-third weighting), and Aimco's identified peer group (one-third weighting) over a three-year performance period ending on December 31, 2023, with awards vesting 50% following the end of the three-year performance period (based on attainment of TSR targets) and 50% one year later, subject to continued employment on the applicable vesting date,for a four-year plan from start to finish. On January 31, 2024, the Committee determined that Aimco’s three-year TSR was 2,190 basis points higher than the Russell 200 Value Index, 3,020 basis points higher than the FTSE NAREIT Equity Apartments Index, and at the 92nd percentile of the identified peer group for the 72 three-year performance period ending on December 31, 2023, resulting in the number of shares for the performance-vesting awards being earned at the maximum level of performance, or 200% of target, for each of the NEOs. The chart below summarizes the results for the 2021 performance share awards, and provides performance as of December 31, 2023, for the “in progress” 2023 and 2022 and performance share awards. Long Term Incentive Plan Award Status as of December 31, 2023 as Three-Year Performance Period 2021 2022 2023 2024 2025 Status 2023 – 2025 33% Completed Tracking at 56%, between Threshold and Target 2022 – 2024 67% Completed Tracking at 171%, between Target and Maximum 2021 – 2023 100% Completed Payout Achieved at Maximum Performance Level of 200% Other Compensation From time to time, Aimco determines to provide executive officers with additional compensation in the form of discretionary cash or equity awards. In reviewing Ms. Stanfield's performance for 2023, Mr. Powell recommended to the Committee that Ms. Stanfield be provided a discretionary cash award in the amount of $75,000, for her efforts in negotiating and closing on the sale of a 20% non-controlling position in the Parkmerced mezzanine loan investment for $33.5 million plus $4 million in pre-paid interest on the remaining 80%, and the monetization of the associated interest rate swaption for $54 million. Because the cash bonus was a discretionary bonus paid in 2024, the bonus will be reflected in the 2024 Summary Compensation Table. Post-Employment Compensation and Employment and Severance Arrangements 401(k) Plan Aimco provides a 401(k) plan that is offered to all Aimco teammates. Aimco matches 100% of participant contributions to the extent of the first 3% of the participant's eligible compensation and 50% of participant contributions to the extent of the next 2% of the participant's eligible compensation. For 2023, the maximum match by Aimco was $13,200, which was the amount that Aimco matched for each of Mr. Powell and Mses. Stanfield and Johnson’s 2023 401(k) contributions. Other than the 401(k) plan, Aimco does not provide post-employment benefits. Aimco does not maintain a defined benefit pension plan, a supplemental executive retirement plan, or any other similar arrangements. Executive Employment Arrangements 2021 Powell Employment Agreement . On October 27, 2021, Aimco Development Company, LLC, an affiliate of the Company and the employer entity for Aimco’s employees, entered into an employment agreement with Mr. Powell (the “2021 Employment Agreement”). The Committee evaluated the terms of the 2021 Employment Agreement in comparison to those of the CEOs of Aimco’s peers. The 2021 Employment Agreement is for an initial term expiring on December 31, 2022. The 2021 Employment Agreement provides that on December 31, 2022, and on each subsequent one-year anniversary thereafter, the agreement shall be renewed for an additional one-year term unless either party gives written notice of intent not to renew to the other party at least 60 days before the end of the then calendar year. On each of December 31, 2022, and December 31, 2023, the 2021 Employment Agreement was renewed for an additional one-year term. The 2021 Employment Agreement provides that the Committee shall review and set Mr. Powell’s target total compensation on an annual basis in comparison to compensation paid to the Company’s peers, taking into consideration experience, performance, and other relevant factors. Pursuant to the 2021 Employment Agreement, upon termination of Mr. Powell’s employment by Aimco Development Company, LLC without "Cause," or by Mr. Powell for "Good Reason" (each as defined in the 2021 Employment Agreement), Mr. Powell is generally entitled to: (a) a lump sum cash payment equal to two times the sum of (i) his annual base salary for the calendar year of the date of termination, and (ii) his target annual bonus for the calendar year of the date of termination; (b) any short-term incentive bonus earned but unpaid for a prior fiscal year (the “Prior Year STI”); (c) a pro-rata portion of the short-term incentive bonus he would have earned for the year in which the termination occurs, based on the actual achievement of the applicable performance targets (the “Pro Rata STI”); and (d) an amount equal to the monthly COBRA premium for health and welfare plan coverage for Mr. Powell and his coverage dependents in effect on the date of termination (the “monthly COBRA 73 reimbursement”) multiplied by 24 months. The vesting and exercisability of any equity awards held Mr. Powell on the date of termination would be determined in accordance with the applicable incentive plan and award agreement. In the event of termination of Mr. Powell’s employment by Aimco without "Cause," or by Mr. Powell for "Good Reason," in either case, within the period commencing six months prior to and ending 24 months following a “Change in Control” (as defined in the 2021 Employment Agreement), then in lieu of the severance benefits described above, Mr. Powell will be entitled to: (a) a lump sum cash payment equal to three times the sum of (i) his annual base salary for the calendar year of the date of termination, and (ii) his target annual bonus for the calendar year of the date of termination; (b) the Prior Year STI; (c) the Pro Rata STI; (d) the monthly COBRA reimbursement multiplied by 36 months; and (e) 100% accelerated vesting of any unvested equity awards then held by Mr. Powell (with performance-vesting awards vesting at the greater of target and actual performance). The 2021 Employment Agreement provides that if Mr. Powell’s employment is terminated by reason of his death or disability, then Mr. Powell will be eligible to receive the Prior Year STI and the Pro Rata STI. The vesting and exercise of any equity awards held by Mr. Powell at the time of his death or disability would be determined in accordance with the applicable incentive plan and award agreement. In the event that any payment or benefit payable to Mr. Powell under the 2021 Employment Agreement would result in the imposition of excise taxes under the “golden parachute” provisions of Section 280G of the Internal Revenue Code, then such payments and benefits will either be made and/or provided in full or will be reduced such that the excise tax under Section 280G is not applicable, whichever is least economically disadvantageous to Mr. Powell. The 2021 Employment Agreement does not provide for any excise tax or other tax “gross-up” payment. All severance payments and benefits under the 2021 Employment Agreement are subject to applicable withholding obligations, Mr. Powell’s execution and non-revocation of a release of claims, and compliance with certain non-competition, non-disclosure, and non-solicitation covenants. Neither Ms. Stanfield nor Ms. Johnson has an employment agreement with the Company. Executive Severance Arrangements Aimco has an executive severance policy that provides that Aimco shall seek stockholder approval or ratification of any future severance agreement for any senior executive officer that provides for benefits, such as lump-sum or future periodic cash payments or new equity awards, in an amount in excess of 2.99 times such executive officer’s base salary and bonus. Compensation and benefits earned through the termination date, the value of vesting or payment of any equity awards outstanding prior to the termination date, pro rata vesting of any other long-term awards, or benefits provided under plans, programs or arrangements that are applicable to one or more groups of employees in addition to senior executives are not subject to the policy. It has been Aimco’s longstanding practice not to provide excessive severance arrangements. Executive Severance Policy. On February 22, 2018, the Committee adopted the Apartment Investment and Management Company Executive Severance Policy (the “Executive Severance Policy”). The Executive Severance Policy superseded and replaced any employment agreement or other plan, policy or practice involving the payment of severance benefits to participants under the Executive Severance Policy. On April 28, 2021, the Committee amended the Executive Severance Policy in accordance with recommendations provided by the Committee’s compensation consultant to bring the policy in line with market. On October 27, 2021, the Committee amended the Executive Severance Policy to remove severance provisions for the Chief Executive Officer in connection with the Committee’s approval of an employment agreement for Mr. Powell that includes severance provisions that are consistent with the severance to which he may otherwise become entitled under the Executive Severance Policy. The Company’s Executive Vice Presidents, as determined on the records of the Company and any other entities through which the operations of the Company are conducted, are eligible to participate in the Executive Severance Policy. Each of Mses. Stanfield and Johnson are participants under the Executive Severance Policy. The Executive Severance Policy provides that if the Company terminates a participant’s employment without “Cause,” or if the participant terminates his or her employment for “Good Reason” (each as defined in the Executive Severance Policy), then the participant will be eligible to receive the following benefits: • a lump sum payment equal to the sum of (i) the annual base salary for the calendar year of the date of termination, and (ii) the target annual bonus for the calendar year of the date of termination; 74 • a pro-rata portion of the short-term incentive bonus the participant would have earned for the year in which the termination occurs, based on the actual achievement of the applicable performance targets; and • with respect to each participant, an amount equal to their monthly COBRA premium reimbursement, multiplied by 18 months. The vesting and exercise of any equity awards held by a participant on the date of termination will be determined in accordance with the applicable incentive plan and award agreement. Pursuant to the terms of the Executive Severance Policy, if the Company terminates a participant’s employment without Cause, or if the participant terminates his or her employment for Good Reason, in either case, within the period commencing six months prior to and ending 24 months following a “Change in Control” (as defined in the Executive Severance Policy), then in lieu of the severance benefits described above the participant will be eligible to receive the following benefits: • a lump sum payment equal to two times the sum of (i) the annual base salary for the calendar year of the date of termination, and (ii) the target annual bonus for the calendar year of the date of termination; • a pro-rata portion of the short-term incentive bonus the participant would have earned for the year in which the termination occurs, based on the actual achievement of the applicable performance targets; • with respect to each participant, the monthly COBRA premium reimbursement multiplied by 24 months; and • 100% accelerated vesting of any unvested equity awards then-held by the participant. The Executive Severance Policy provides that if the employment of the participant is terminated by reason of the participant’s death or disability, then the participant will be eligible to receive a pro-rated bonus for the year of termination. In addition, the vesting and exercise of any equity awards held by the participant at the time of his or her death or disability will be determined in accordance with the applicable incentive plan and award agreement. In the event that any payment or benefit payable to a participant under the Executive Severance Policy would result in the imposition of excise taxes under the “golden parachute” provisions of Section 280G of the Internal Revenue Code, then such payments and benefits will either be made and/or provided in full or will be reduced such that the excise tax under Section 280G is not applicable, whichever is least economically disadvantageous to the participant. The Executive Severance Policy does not provide for any excise tax or other tax “gross-up” payment. All severance payments and benefits under the Executive Severance Policy are subject to applicable withholding obligations, the participant’s execution and non-revocation of a release of claims, and compliance with certain non-competition, non-disclosure and non-solicitation covenants set forth in a restrictive covenant agreement that is appropriate for the participant’s position. The Executive Severance Policy will remain in effect, subject to amendment, until terminated by the Board. The Board may terminate or amend the Executive Severance Policy at any time, so long as at least 90 days’ prior notice is provided to any participant if the termination or amendment of the Executive Severance Policy would materially or adversely affect the rights of the participant. Non-Competition and Non-Solicitation Agreements Effective in connection with their promotions by Aimco for Mr. Powell and Mses. Stanfield and Johnson, Aimco entered into certain non-competition and non-solicitation agreements with each executive. Mr. Powell’s non-competition and non-solicitation agreement was replaced by his 2021 Employment Agreement. Pursuant to these agreements, each of these NEOs agreed that during the term of his or her employment with the Company and for a period of two years following the termination of his or her employment without "Cause" (as defined in the non-competition and non-solicitation agreement), except in circumstances where there was a change in control of the Company, he or she would not (i) be employed by a competitor of the Company described on a schedule to the agreement, (ii) solicit other employees to leave the Company’s employment, or (iii) solicit customers of Aimco to terminate their relationship with the Company. The agreements further require that the NEOs protect Aimco’s trade secrets and confidential information. For Mr. Powell, the non-solicitation requirement survives a change in control of the Company. For Mses. Stanfield and Johnson, the agreements provide that in order to enforce the above-noted non-competition condition following the executive’s termination of employment by the Company without cause, the executive 75 will receive, for a period not to extend beyond the earlier of 24 months following such termination or the date of acceptance of employment with a non-competitor, (i) non-compete payments in an amount, if any, to be determined by the Company in its sole discretion and (ii) a monthly payment equal to two-thirds of such executive’s monthly base salary at the time of termination. For purposes of these agreements, “cause” is defined to mean, among other things, the executive’s (i) breach of the agreement, (ii) failure to perform required employment services, (iii) misappropriation of Company funds or property, (iv) conviction, plea of guilty, or plea of no contest to a crime involving fraud or moral turpitude, or (v) negligence, fraud, breach of fiduciary duty, misconduct or violation of law. Equity Award Agreements Double Trigger Vesting Upon Change in Control . The award agreements pursuant to which restricted stock, stock option, and/or LTIP Unit awards have been granted to Mr. Powell and Mses. Stanfield and Johnson, as applicable, provide that if (i) a change in control occurs and (ii) the executive’s employment with the Company is terminated either by the Company without "Cause" or by the executive for "Good Reason" (each as defined in the equity award agreement), in either case, within the period commencing six months prior to and ending 24 months following a change in control, then (a) for time-based restricted stock and/or LTIP Unit awards, all outstanding shares of restricted stock and LTIP Units shall become immediately and fully vested, and (b) for performance-based restricted stock, stock options, and/or LTIP Unit awards, all outstanding shares of restricted stock, stock options, and/or LTIP Units shall become immediately and fully vested based on the higher of actual or target performance through the truncated performance period ending on the date of the change in control, and all vested stock options will remain exercisable for the remainder of the term of the option. Accelerated Vesting Upon Termination of Employment Due to Death or Disability . The award agreements pursuant to which restricted stock, stock option, and/or LTIP Unit awards have been granted to Mr. Powell and Mses. Stanfield and Johnson, as applicable, provide that upon a termination of employment due to death or disability, then (a) for time-based restricted stock and/or LTIP Unit awards, all outstanding shares of restricted stock and LTIP Units shall become immediately and fully vested, and (b) for performance-based restricted stock, stock option, and/or LTIP Unit awards, all outstanding shares of restricted stock, stock options, and/or LTIP Units shall become immediately and fully vested based on the higher of actual or target performance through the truncated performance period ending on the date of termination, and all vested stock options will remain exercisable for the remainder of the term of the option. Other Benefits; Perquisite Philosophy Aimco’s executive officer benefit programs are substantially the same as for all other eligible officers and employees. Aimco does not provide executives with more than minimal perquisites, such as reserved parking places. Stock Ownership Guidelines and Required Holding Periods After Vesting Aimco believes that it is in the best interest of Aimco’s stockholders for Aimco’s executive officers to own Aimco equity. Every year, the Committee and CEO review Aimco’s stock ownership guidelines, each executive officer’s holdings in light of the stock ownership guidelines, and each executive officer’s accumulated realized and unrealized restricted stock, stock option, and LTIP Unit gains. The Committee last updated the stock ownership guidelines in April 2022. Equity ownership guidelines for all executive officers are determined as a multiple of the executive’s base salary. The Committee and management have established the following stock ownership guidelines for Aimco’s executive officers: Officer Position Ownership Target Chief Executive Officer 5x base salary Other Executive Vice Presidents 3x base salary Any executive officer who has not satisfied the stock ownership guidelines must, until the stock ownership guidelines are satisfied, hold 50% of any restricted stock that vests, after deduction of restricted stock sold for payment of income taxes related to the vesting, and hold shares equal to 50% of (i) the value realized upon option exercises less (ii) related income taxes. Each of Mr. Powell and Mses. Stanfield and Johnson exceeded the ownership targets established in Aimco’s stock ownership guidelines as of the date of this filing. 76 Role of Outside Consultants The Committee has the authority under its charter to engage the services of outside advisors, experts and others to assist the Committee. In 2023, the Committee engaged Willis Towers Watson to advise the Committee regarding Aimco’s executive compensation plan. Willis Towers Watson did not provide other services to Aimco. The Committee assessed the independence of Willis Towers Watson pursuant to SEC rules and concluded that Willis Towers Watson is independent. In 2023, the Committee directed Willis Towers Watson to: (i) perform studies of competitive compensation practices; (ii) develop conclusions and recommendations regarding Aimco’s executive compensation plans for consideration by the Committee; (iii) identify an executive compensation peer group; (iv) perform a benchmarking analysis of the base salary, STI, and LTI of the NEOs relative to competitive practices; (v) advise the Committee regarding stock ownership guidelines for the NEOs; and (vi) perform an assessment of the risks contained in Aimco’s incentive compensation plans. Base Salary, Incentive Compensation, and Equity Grant Practices Base salary adjustments typically take effect on January 1. The Committee determines incentive compensation in late January or early February. STI is typically paid in February or March. LTI is granted on a date determined by the Committee, typically in late January or early February. Aimco grants equity in three scenarios: in connection with its annual incentive compensation program as discussed above; in connection with certain new-hire or promotion packages; and for purposes of retention. With respect to LTI, the Committee sets the grant date for the restricted stock, stock option, and LTIP Unit grants. The Committee typically sets grant dates at the time of its final compensation determination, generally in late January or early February. The date of determination and date of award are not selected based on share price. In the case of new-hire packages that include equity awards, grants are made on the executive’s start date or on a date designated in advance based on the passage of a specific number of days after the executive’s start date. For non-executive officers, as provided for in the 2015 Plan, the Committee has delegated the authority to make equity awards, up to certain limits, to the Chief Financial Officer (Ms. Stanfield) and/or Corporate Secretary (Ms. Johnson). The Committee and Mses. Stanfield and Johnson time grants without regard to the share price or the timing of the release of material non-public information and do not time grants for the purpose of affecting the value of executive compensation. 2024 Compensation Targets Based on comparison to compensation paid to CEOs at Aimco’s peers, the Committee set Mr. Powell’s target total compensation (base compensation, STI and LTI) for 2024 at approximately $3.6 million, which approximated the peer median. The Committee set target total compensation (base compensation, STI and LTI) for 2024 for the other NEOs as follows: Ms. Stanfield — approximately $1.6 million; and Ms. Johnson — approximately $1.3 million. Aimco performance will determine the amounts paid for 2024 STI and the portion of LTI awards that vest, and such amounts may be less than, or in excess of, these target amounts. STI will be paid in cash. The LTI was granted on January 31, 2024, and was in the form of time- and performance-vesting restricted stock (or in the case of Mr. Powell, solely in the form of performance-vesting restricted stock). Accounting Treatment and Tax Deductibility of Executive Compensation The Committee generally considers the accounting treatment and tax implications of the compensation awarded or paid to our executives. Grants of equity compensation awards under our long-term incentive program are accounted for under FASB ASC Topic 718. Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to any publicly held corporation for compensation paid to certain executive officers that exceeds $1.0 million in any taxable year. The Company has awarded, and may continue to award, compensation as it considers appropriate that does not qualify for deductibility under Section 162(m). Compensation and Human Resources Committee Report to Stockholders The Compensation and Human Resources Committee held five meetings during the year ended December 31, 2023. The Compensation and Human Resources Committee has reviewed and discussed the Compensation Discussion & Analysis with management. Based upon such review, the related discussions, and such other matters deemed relevant and appropriate by the 77 Compensation and Human Resources Committee, the Compensation and Human Resources Committee has recommended to the Board that the Compensation Discussion & Analysis be included in this filing. Date: February 20, 2024 QUINCY L. ALLEN PATRICIA L. GIBSON JAY PAUL LEUPP SHERRY L. REXROAD DEBORAH SMITH R. DARY STONE JAMES P. SULLIVAN KIRK A. SYKES (CHAIRMAN) The above report will not be deemed to be incorporated by reference into any filing by Aimco under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Aimco specifically incorporates the same by reference. 78 SUMMARY COMPENSATION TABLE The table below summarizes the compensation for the years 2023, 2022 and 2021 attributable to each of the NEOs. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) (1) Option Awards ($) (2) Non-Equity Incentive Plan Compensation ($) (3) All Other Compensation ($) (4) Total ($) Wes Powell — 2023 625,000 — 2,500,003 (5) — 935,638 13,200 4,073,841 President and Chief Executive Officer 2022 550,000 — 550,003 550,002 1,196,516 12,200 2,858,721 2021 525,000 — 3,123,148 964,228 827,662 5,160 5,445,198 H. Lynn C. Stanfield — 2023 475,000 — 852,648 (6) — 754,965 13,200 2,095,813 Executive Vice President and Chief Financial Officer 2022 450,000 — 528,077 — 805,753 12,200 1,796,030 2021 425,000 — 2,354,344 — 633,332 5,160 3,417,836 Jennifer Johnson — 2023 425,000 — 626,944 (7) — 686,666 13,200 1,751,810 Executive Vice President, Chief Administrative Officer and General Counsel 2022 395,000 — 327,198 50,001 774,309 12,200 1,558,708 2021 371,280 — 1,558,035 — 617,877 5,160 2,552,352 __________ (1) This column represents the aggregate grant date fair value of stock awards in the year granted computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions with respect to the grants reflected in this column for 2023, refer to the Share-Based Compensation footnote to Aimco's consolidated financial statements in this filing. The amounts shown in this column for 2023 include the grant date fair value of the performance-based restricted stock awards granted in 2023 based on the probable outcome of the performance condition to which such awards are subject, which was calculated by a third-party consultant using a Monte Carlo valuation model in accordance with FASB ASC Topic 718. Based on the foregoing, the grant date fair value is $7.75 per share for the performance-based restricted stock awards granted to each of Mr. Powell and Mses. Stanfield and Johnson, that are based on relative TSR performance. (2) T his column represents the aggregate grant date fair value of the option awards in the year granted computed in accordance with FASB ASC Topic 718. (3) For Mr. Powell, the amount shown represents the STI bonus that was paid to him on February 21, 2024. For Ms. Stanfield, the amount shown equals the sum of $688,275, representing the STI bonus that was paid to her on February 21, 2024, and $66,690, representing a payout in 2023 pursuant to a prior year long-term cash grant. For Ms. Johnson, the amount shown equals the sum of $496,014, representing the STI bonus that was paid to her on February 21, 2024, and $190,652, representing a payout in 2023 pursuant to prior year long-term cash grants. (4) Includes non-discretionary matching contributions under Aimco’s 401(k) plan. (5) Consists of a 2023 LTI award of 322,581 shares of performance-based restricted stock for the forward looking, three-year performance period from January 1, 2023, through December 31, 2025, with the number of shares earned, if any, vesting 100% following the end of the three-year performance period, subject to Mr. Powell’s continued employment on the applicable vesting date. (6) Equity awards for Ms. Stanfield in 2023 include a 2023 LTI award consisting of the following: (i) 37,678 shares of time-based restricted stock, vesting one-third on each anniversary of the grant date; and (ii) 73,119 shares of performance-based restricted stock for the forward looking, three-year performance period from January 1, 2023, through December 31, 2025, with the number of shares earned, if any, vesting 100% following the end of the three-year performance period, in each case, subject to Ms. Stanfield’s continued employment on the applicable vesting date. (7) Equity awards for Ms. Johnson in 2023 include a 2023 LTI award consisting of the following: (i) 27,704 shares of time-based restricted stock, vesting one-third on each anniversary of the grant date; and (ii) 53,764 shares of performance-based restricted stock for the forward looking, three-year performance period from January 1, 2023, through December 31, 2025, with the number of shares earned, if any, vesting 100% following the end of the three-year performance period, in each case, subject to Ms. Johnson’s continued employment on the applicable vesting date. 79 GRANTS OF PLAN-BASED AWARDS IN 2023 The following table provides details regarding plan-based awards granted to the NEOs during the year ended December 31, 2023. Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under Equity Incentive Plan Awards (2) All Other Stock Awards: Number of Shares of All other Option Awards Number of Securities Underlying Options Exercise or Base Price of Grant Date Fair Value of Stock and Stock or Option Option Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Units (#) (3) Threshold (#) Target (#) Maximum (#) Awards ($/Sh) Awards ($) (4) Wes Powell 2/1/2023 390,500 781,000 1,562,000 2/1/2023 161,291 322,581 645,162 2,500,003 H. Lynn Stanfield 2/1/2023 237,500 475,000 950,000 2/1/2023 37,678 285,976 2/1/2023 36,560 73,119 146,238 566,672 Jennifer Johnson 2/1/2023 180,500 361,000 722,000 2/1/2023 27,704 210,273 2/1/2023 26,882 53,764 107,528 416,671 __________ (1) On February 1, 2023, the Committee made determinations of target total incentive compensation for 2023 based on achievement of Aimco’s five corporate goals for 2023, and, with respect to Mses. Stanfield and Johnson, achievement of specific individual objectives. The awards in this column indicate the 2023 STI portion of these target total incentive amounts — at threshold, target, and maximum performance levels. The actual 2023 STI awards earned by each of Mr. Powell and Mses. Stanfield and Johnson are as disclosed in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” See the discussion above under “CD&A — Total Compensation for 2023 — Short-Term Incentive Compensation for 2023.” (2) The amounts in this column include the number of shares underlying performance-based restricted stock granted on February 1, 2023, pursuant to the executive's 2023 LTI award that may be earned – at threshold, target and maximum performance levels – based on relative TSR (one-third of each award is based on the Company’s TSR relative to each of the Russell 2000 Value Index, the FTSE NAREIT Equity Apartments Index, and Aimco's identified peer group) over a three-year period from January 1, 2023, to December 31, 2025, with the number of shares earned, if any, vesting 100% on the later of the third anniversary of the grant date or the date on which performance is determined (but no later than March 15, 2026), subject to the applicable executive’s continued employment on the applicable vesting date. (3) The amounts in this column reflect the number of shares of time-based restricted stock granted pursuant to the 2023 LTI award, vesting one-third on each anniversary of the grant date, subject to the applicable executive’s continued employment on the applicable vesting date. The number of shares of restricted stock was determined based on the average of the closing trading prices of Aimco’s Common Stock on the NYSE on the five trading days up to and including the grant date, or $7.52. (4) This column represents the aggregate grant date fair value of equity awards in the year granted computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions with respect to the grants reflected in this column, refer to the Share-Based Compensation footnote to Aimco’s consolidated financial statements in this filing. The amounts shown in this column include the grant date fair value of the performance-based restricted stock awards based on the probable outcome of the performance condition to which such awards are subject, which was calculated by a third-party consultant using a Monte Carlo valuation model in accordance with FASB ASC Topic 718. Based on the foregoing, the grant date fair value is $7.75 per share for the performance-based restricted stock awards granted to each of Mr. Powell and Mses. Stanfield and Johnson that are based on relative TSR performance. The grant date fair value of the performance-based restricted stock awards, assuming achievement at the maximum level of performance, is $5,000,006 for Mr. Powell, $1,133,345 for Ms. Stanfield, and $833,342 for Ms. Johnson. 80 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2023, for the NEOs. The table also shows unvested and unearned stock awards assuming a market value of $7.83 per share (the closing market price of the Company’s Common Stock on the New York Stock Exchange on December 29, 2023). Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) (1) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) Wes Powell 390,072 (2) 6.96 2/2/2032 322,581 (3) 2,525,809 634,400 (4) 6.66 4/28/2031 150,274 (5) 1,176,645 179,858 (6) 1,408,288 2,563 (7) 20,068 371,901 (8) 2,911,985 778 (9) 6,092 H. Lynn C. Stanfield 73,119 (3) 572,522 76,504 (5) 599,026 49,296 (10) 42,888 135,892 (6) 1,064,034 37,678 (11) 295,019 17,057 (12) 133,556 247,934 (8) 1,941,323 15,332 (13) 120,050 3,429 (14) 5,864 1,633 (15) 12,786 662 (16) 5,183 Jennifer Johnson 35,462 (2) 6.96 2/2/2032 53,764 (3) 420,972 54,646 (5) 427,878 76,816 (6) 601,469 27,704 (11) 216,922 12,183 (12) 95,393 175,984 (8) 1,377,955 8,667 (13) 67,863 __________ (1) Effective December 15, 2020, in connection with the Separation, the executive officers received a share or partnership unit of AIR for every share or partnership unit of Aimco, and partnership units were adjusted to preserve their pre-Separation value. The share amounts in this table reflect only the Aimco awards and corresponding values as of December 31, 2023. Amounts reflect the number of shares subject to the award that have not vested multiplied by the market value of $7.83 per share, which was the closing market price of Aimco’s Common Stock on December 29, 2023. (2) This option was granted on February 2, 2022, and, subject to relative TSR metrics set forth in the CD&A, vests 100% following the end of the three-year forward looking performance period, subject to the applicable executive’s continued employment on the applicable vesting date. The amount shown in the table is the award at maximum. (3) This performance-based restricted stock award was granted on February 1, 2023, and, subject to relative TSR metrics set forth in the CD&A, vests 100% following the end of the three-year forward looking performance period, subject to the applicable executive’s continued employment on the applicable vesting date. The amount shown in the table is the award at target. (4) This option was granted on April 28, 2021. The amount shown in the table represents the portion of the award that was earned based on our relative TSR performance for the three-year performance period from January 1, 2021, through December 31, 2023, of which 50% vested on January 31, 2024, and the remaining 50% will vest on January 27, 2025, subject to Mr. Powell's continued employment on the applicable vesting date. (5) This performance-based restricted stock award was granted on February 2, 2022, and, subject to relative TSR metrics set forth in the CD&A, vests 100% following the end of the three-year forward looking performance period, subject to the applicable executive’s continued employment on the applicable vesting date. The amount shown in the table is the award at maximum. (6) This performance-based restricted stock award was granted on April 28, 2021. The amount shown in the table represents the portion of the award that was earned based on our relative TSR performance for the three-year performance period from January 1, 2021, through December 31, 2023, of which 50% vested on January 31, 2024, and the remaining 50% will vest on January 27, 2025, subject to the applicable executive’s continued employment on the applicable vesting date. (7) This performance-based restricted stock award was granted on January 28, 2020. The amount shown in the table represents the portion of the award that was earned based on relative TSR performance for the three-year performance period from January 1, 2020, through 81 December 31, 2022, of which 50% vested on February 1, 2023, and the remaining 50% vested on January 28, 2024. Mr. Powell holds a corresponding number of AIR shares with a value of $89,013. (8) This restricted stock award was granted on April 15, 2021, and vests 50% on each of the fourth and fifth anniversaries of the grant date, subject to the applicable executive’s continued employment on the applicable vesting date. (9) This restricted stock award was granted on January 28, 2020, and vested 25% on each anniversary of the grant date. Mr. Powell holds a corresponding number of AIR shares with a value of $27,020. (10) This performance-based LTIP Unit award was granted on February 2, 2022, and, subject to relative TSR metrics set forth in the CD&A, vests 100% following the end of the three-year forward looking performance period, subject to Ms. Stanfield's continued employment on the applicable vesting date. The amount shown in the table is the award at maximum. (11) This restricted stock award was granted on February 1, 2023, and vests one-third on each anniversary of the grant date, subject to the applicable executive’s continued employment on the applicable vesting date. (12) This restricted stock award was granted on February 2, 2022, and vests one-third on each anniversary of the grant date, subject to the applicable executive’s continued employment on the applicable vesting date. (13) This restricted stock award was granted on April 28, 2021, and vests 25% on each of January 27, 2022, January 27, 2023, January 27, 2024, and January 27, 2025, subject to the applicable executive’s continued employment on the applicable vesting date. (14) This performance-based LTIP Unit award was granted on January 28, 2020. The amount shown in the table represents the portion of the award that was earned based on relative TSR performance for the three-year performance period from January 1, 2020, through December 31, 2022, of which 50% vested on February 1, 2023, and the remaining 50% vested on January 28, 2024. Ms. Stanfield holds a corresponding number of AIR LTIP Units with a value of zero. (15) This performance-based LTIP Unit award was granted on January 28, 2020. The amount shown in the table represents the portion of the award that was earned based on relative TSR performance for the three-year performance period from January 1, 2020, through December 31, 2022, of which 50% vested on February 1, 2023, and the remaining 50% vested on January 28, 2024. Ms. Stanfield holds a corresponding number of AIR LTIP Units with a value of $56,714. (16) This LTIP Unit award was granted on January 28, 2020, and vested 25% on each anniversary of the grant date. Ms. Stanfield holds a corresponding number of AIR LTIP Units with a value of $22,991. 82 OPTION EXERCISES AND STOCK VESTED IN 2023 The following table sets forth certain information regarding options and stock awards exercised and vested, respectively, during the year ended December 31, 2023, for the persons named in the Summary Compensation Table above. Option Awards Stock Awards Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) (1) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($) (2) Wes Powell — — 5,362 40,754 H. Lynn Stanfield — — 20,384 144,315 Jennifer Johnson — — 10,425 80,492 __________ (1) Amounts reflect the difference between the exercise price of the option and the closing price at the time of exercise. (2) Amounts reflect the market price of the stock on the day the shares of restricted stock vested. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The NEOs are entitled to certain severance payments and benefits upon a qualifying termination of employment and, in the case of a change in control, double trigger accelerated vesting of equity awards in the event of a qualifying termination of employment that occurs within a period commencing six months prior to and ending 24 months following a change in control. The terms of these arrangements are described under “CD&A — Post-Employment Compensation and Employment and Severance Arrangements — Executive Employment Arrangements, Executive Severance Arrangements, and Equity Award Agreements” above. In the table that follows, potential payments and other benefits payable upon termination of employment and change in control situations are set out as if the conditions for payments had occurred and/or the terminations took place on December 31, 2023. In setting out such payments and benefits, amounts that had already been earned as of the termination date, including 2023 STI, which would have been earned as of the termination date but not yet paid, are not shown. Also, benefits that are available to all full-time regular employees when their employment terminates are not shown. The amounts set forth below are estimates of the amounts that could be paid out to the NEOs upon their termination. The actual amounts to be paid out can only be determined at the time of such NEOs’ separation from Aimco. The following table summarizes the potential payments under various scenarios if they had occurred on December 31, 2023. Value of Accelerated Stock and Stock Options ($)(1) Severance ($) Name Change in Control Only Double Trigger Change in Control Death or Disability Termination Without Cause Termination For Good Reason Death Disability Termination Without Cause Termination For Good Reason Termination Without Cause or For Good Reason in Connection with a Change in Control Non- Compete Payments ($) (2) Wes Powell — 8,911,511 8,911,511 — — — — 2,861,750 (3) 2,861,750 (3) 4,292,624 (4) — H. Lynn C. Stanfield — 4,699,527 4,699,527 — — — — 982,288 (5) 982,288 (5) 1,943,050 (6) 633,333 Jennifer Johnson — 3,173,040 3,173,040 — — — — 837,523 (5) 837,523 (5) 1,640,698 (6) 566,667 __________ (1) Amounts reflect value of accelerated restricted stock, stock options, and LTIP Units using the closing market price on December 29, 2023, of $7.83 per share, excluding accrued dividends, and in the case of performance-vesting awards, reflect acceleration at the higher or target or actual performance as of December 31, 2023. (2) Amounts assume a termination without "Cause" (as defined in the non-competition agreement), the agreements were enforced by the Company, and that non-compete payments in an aggregate amount equal to two-thirds of the executive’s monthly base salary would be payable for 24 months following the executive’s termination of employment by the Company without cause. (3) Amount consists of (i) a lump sum cash payment equal to two times the sum of base salary and target STI, and (ii) the monthly COBRA premium for health and welfare coverage for the executive and his dependents multiplied by 24 months, as payable pursuant to the 2021 Employment Agreement. 83 (4) Amount consists of (i) a lump sum cash payment equal to three times the sum of base salary and target STI, and (ii) the monthly COBRA premium for health and welfare coverage for the executive and his dependents multiplied by 36 months, as payable pursuant to the 2021 Employment Agreement. (5) Amount consists of (i) a lump sum cash payment equal to the sum of base salary and target STI, and (ii) the monthly COBRA premium for health and welfare coverage for the executive and her dependents multiplied by 18 months, as payable pursuant to the Executive Severance Policy. (6) Amount consists of (i) a lump sum cash payment equal to two times the sum of base salary and target STI, and (ii) the monthly COBRA premium for health and welfare coverage for the executive and her dependents multiplied by 24 months, as payable pursuant to the Executive Severance Policy. CHIEF EXECUTIVE OFFICER COMPENSATION AND EMPLOYEE COMPENSATION We believe that executive pay should be internally consistent and equitable to motivate our teammates to create stockholder value. In August 2015, pursuant to a mandate of the Dodd-Frank Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the annual total compensation of the principal executive officer. The disclosure is required for fiscal years beginning on or after January 1, 2017. The annual total compensation for 2023 for Mr. Powell, our CEO, was $4,073,841, as reported under the heading “Summary Compensation Table.” Our median employee’s total compensation for 2023 was $224,236. As a result, we estimate that Mr. Powell’s 2023 total compensation was approximately 18 times that of our median employee. Our CEO to median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K. We identified the median employee by examining 2023 total compensation, consisting of base salary, annual bonus amounts, stock-based compensation (based on the grant date fair value of awards granted during 2023) and other incentive payments for all individuals who were employed by Aimco on December 31, 2023, other than our CEO. Our measuring date of December 31 remained the same as last year. We included all active employees and annualized the compensation for any employees who were not employed by Aimco for the full 2023 calendar year. After identifying the median employee based on 2023 total compensation, we calculated annual total compensation for such employee using the same methodology we use for our NEOs as set forth in the “Total” column in the Summary Compensation Table. DIRECTOR COMPENSATION In formulating its recommendation for director compensation, the Nominating, Environmental, Social, and Governance Committee reviews director compensation for independent directors of companies in the real estate industry and companies of comparable market capitalization, revenue, and assets and considers compensation trends for other NYSE-listed companies. The Nominating, Environmental, Social, and Governance Committee also considers the size of the Board as compared to other boards, the participation of each independent director on committees, and the resulting workload on the directors. In addition, the Nominating, Environmental, Social, and Governance Committee considers the overall cost of the Board to the Company and the cost per director. 2023 Compensation For 2023, based on the advice of Aimco's independent compensation consultant, Willis Towers Watson, with such advice based on a review of director compensation for Aimco's identified peer group, compensation for the non-management directors included an annual fee of $200,000, payable up to 50% in the form of a cash retainer with the remainder in stock, stock options, and/or LTIP Units. The stock, stock options, and LTIP Units were awarded on February 1, 2023. The closing price of Aimco’s Common Stock on the NYSE on February 1, 2023, was $7.59. Ms. Rexroad, who joined the Board on March 27, 2023, was awarded a prorated annual fee of $150,000, which was awarded in stock on March 27, 2023. The closing price of Aimco’s Common Stock on the NYSE on March 27, 2023, was $7.13. Additional retainers for Board leadership positions in 2023 were as follows: Chairman of the Board — $65,000; Audit Committee Chairman — $20,000; Compensation and Human Resources Committee Chairman — $15,000; Nominating, Environmental, Social, and Governance Committee Chairman — $14,000; and Investment Committee Chairman —$15,000. No meeting fees were paid to non-management directors for attending meetings of the Board and the committees on which they serve. 84 For the year ended December 31, 2023, Aimco paid the directors serving on the Board during that year as follows: Name Fees Earned or Paid in Cash ($) (1) Stock Awards ($) (2) Option Awards ($) (3) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings All Other Compensation ($) Total ($) Quincy L. Allen 64,000 151,398 — — — — 215,398 Terry Considine (4) — 1,172,004 — — — — 1,172,004 Patricia L. Gibson 15,000 201,864 — — — — 216,864 Jay Paul Leupp 20,000 201,864 — — — — 221,864 Robert A. Miller (5) — — 200,002 — — — 200,002 Wes Powell (6) — — — — — — — Sherry L. Rexroad (7) — 151,277 — — — — 151,277 Deborah Smith (8) — 100,932 100,001 — — — 200,933 R. Dary Stone 65,000 201,864 — — — — 266,864 James P. Sullivan 60,000 141,311 — — — — 201,311 Kirk A. Sykes 115,000 100,932 — — — — 215,932 __________ (1) For 2023, each of the non-management directors were provided the opportunity to receive up to 50% of the $200,000 annual retainer, or $100,000, in cash. Amounts in this column also include cash retainers for Board leadership positions in 2023, as follows: Mr. Stone, Chairman of the Board — $65,000; Mr. Leupp, Audit Committee Chairman — $20,000; Mr. Sykes, Compensation and Human Resources Committee Chairman — $15,000; Mr. Allen, Nominating, Environmental, Social, and Governance Committee Chairman — $14,000; and Ms. Gibson, Investment Committee Chairman —$15,000. (2) For 2023, each of the non-management directors were provided the opportunity to receive up to 100% of the $200,000 annual retainer in Aimco equity. Messrs. Allen, Leupp, Stone, Sullivan, and Sykes and Mses. Gibson, Rexroad, and Smith elected to receive all or a portion of the equity portion of their annual retainer in shares of Aimco's Common Stock, and Mr. Considine elected to receive his annual retainer in LTIP Units. The shares were awarded on February 1, 2023, and the closing price of Aimco’s Common Stock on that date was $7.59. For the purposes of calculating the number of shares of stock to be granted, the dollar amount allocated to stock was divided by $7.52, which was the average closing trading price of Aimco's Common Stock for the five-day trading period up to and including the date of grant. The dollar value shown above represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and is calculated based on the closing price of Aimco’s Common Stock on the date of grant. (3) For 2023, each of the independent directors were provided the opportunity to receive up to 100% of the $200,000 annual retainer in equity. Mr. Miller and Ms. Smith elected to receive all or a portion of the equity portion of their annual retainer in non-qualified stock options. The dollar value shown above represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The stock options as granted have an exercise price of $7.59, which was the closing price of Aimco's stock on the grant date and equal to the fair market value of Aimco's Common Stock on the grant date. (4) Mr. Considine resigned from serving as a member of the Board on February 13, 2023. (5) Mr. Miller resigned from serving as a member of the Board on April 26, 2023. (6) Mr. Powell, who is not an independent director, did not receive any additional compensation for serving on the Board. (7) Ms. Rexroad, who joined the Board on March 27, 2023, was awarded a prorated annual fee of $150,000, which was awarded in stock on March 27, 2023. The closing price of Aimco’s Common Stock on the NYSE on March 27, 2023, was $7.13. For the purposes of calculating the number of shares of stock to be granted, the dollar amount allocated to stock was divided by $7.07, which was the average closing trading price of Aimco's Common Stock for the five-day trading period up to and including the date of grant. The dollar value shown above represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and is calculated based on the closing price of Aimco’s Common Stock on the date of grant. (8) As of December 31, 2023, Ms. Smith held a fully vested and exercisable option to acquire 170,323 shares. 2024 Compensation Compensation for each of the non-management directors in 2023 includes an annual fee of $230,000, payable up to 50% in the form of a cash retainer with the remainder in stock. The stock was awarded on January 31, 2024. The closing price of Aimco’s Common Stock on the NYSE on January 31, 2024, was $7.43. Additional retainers for Board leadership positions in 2024 are as follows: Chairman of the Board — $65,000; Audit Committee Chairman — $25,000; Compensation and Human Resources Committee Chairman — $15,000; Nominating, Environmental, Social, and Governance Committee Chairman — $14,000; and Investment Committee Chairman — $20,000. Directors will not receive meeting fees in 2024. 85 ITEM 12. SECURITY OWNERSHIP OF CERT AIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information available to the Company, as of February 21, 2024, with respect to Aimco’s equity securities beneficially owned by (i) each director and the NEOs, and (ii) all directors and executive officers as a group. The table also sets forth certain information available to the Company, as of February 21, 2024, with respect to shares of Common Stock held by each person known to the Company to be the beneficial owner of more than 5% of such shares. This table reflects options that are exercisable within 60 days. Unless otherwise indicated, each person has sole voting and investment power with respect to the securities beneficially owned by that person. The business address of each of the following directors and NEOs is 4582 South Ulster Street, Suite 1450, Denver, Colorado 80237. None of the securities reflected in this table held by the directors or NEOs are the subject of any hedging or pledging transaction. Name and Address of Beneficial Owner Number of shares of Common Stock (1) Percentage of Common Stock Outstanding (2) Number of Partnership Units (3) Percentage Ownership of the Company (4) Directors and Named Executive Officers: Wes Powell 2,128,992 (5) 1.47% — 1.39 % H. Lynn C. Stanfield 807,702 0.56% 17,858 0.54 % Jennifer Johnson 554,154 * — * Quincy L. Allen 88,447 * — * Patricia L. Gibson 128,635 * — * Jay Paul Leupp 132,793 (6) * — * Sherry L. Rexroad 51,401 Deborah Smith 264,176 (7) * — * R. Dary Stone 119,369 * — * James P. Sullivan 42,765 * — * Kirk A. Sykes 90,979 * — * All directors and executive officers as a group (11 persons) 4,409,413 (8) 3.03 % 17,858 2.88 % 5% or Greater Holders: The Vanguard Group 19,689,715 (9) 13.60 % — 12.91 % 100 Vanguard Blvd. Malvern, Pennsylvania 19355 T. Rowe Price Associates, Inc. 17,751,994 (10) 12.26 % — 11.64 % 100 East Pratt St. Baltimore, Maryland 21202 BlackRock, Inc. 15,132,835 (11) 10.45 % — 9.92 % 50 Hudson Yards New York, New York 10001 Westdale Investments L.P. and affiliates 8,807,745 (12) 6.08 % — 5.78 % 2550 Pacific Ave., Suite 1600 Dallas, Texas 75226 __________ * Less than 0.5% (1) Excludes shares of Common Stock issuable upon redemption of common OP Units or equivalents. (2) Represents the number of shares of Common Stock beneficially owned by each person divided by the total number of shares of Common Stock outstanding as of February 21, 2024. Any shares of Common Stock that may be acquired by a person within 60 days upon the exercise of options, warrants, rights or conversion privileges or pursuant to the power to revoke, or the automatic termination of, a trust, discretionary account or similar arrangement are deemed to be beneficially owned by that person and are deemed outstanding for the purpose of computing the percentage of outstanding shares of Common Stock owned by that person, but not any other person. (3) Through wholly owned subsidiaries, Aimco acts as general partner of the Aimco Operating Partnership. As of February 21, 2024, Aimco held approximately 95.0% of the common partnership interests in the Aimco Operating Partnership. Interests in the Aimco Operating Partnership that are held by limited partners other than Aimco are referred to as “OP Units.” Generally, after a holding period of 12 months, common OP Units may be tendered for redemption and, upon tender, may be acquired by Aimco for shares of Common Stock at an exchange ratio of one share of Common Stock for each common OP Unit (subject to adjustment). If Aimco acquired all common OP Units for Common Stock (without regard to the ownership limit set forth in Aimco’s Charter), these shares of Common Stock would constitute approximately 5.0% of the then outstanding shares of Common Stock. OP Units are subject to certain restrictions on transfer. (4) Represents the number of shares of Common Stock beneficially owned, divided by the total number of shares of Common Stock outstanding, assuming, in both cases, that all 7,673,900 OP Units outstanding as of February 21, 2024 are redeemed in exchange for shares of Common Stock (notwithstanding any holding period requirements, and Aimco’s ownership limit). See note (3) above. Excludes partnership preferred units issued by the Aimco Operating Partnership and Aimco preferred securities. (5) Includes 317,200 shares subject to options that are exercisable within 60 days. 86 (6) Includes 2,000 shares held directly by Mr. Leupp, 130,780 shares held by a trust for the benefit of Mr. Leupp’s children, of which Mr. Leupp and his spouse are trustees, and 13 shares held by Terra Firma Asset Management, LLC, of which Mr. Leupp is a 65% managing member. (7) Includes 170,323 shares subject to options that are exercisable within 60 days. (8) Includes 487,523 shares subject to options that are exercisable within 60 days. (9) Beneficial ownership information is based on information contained in an Amendment No. 3 to Schedule 13G filed with the SEC on February 13, 2024, by The Vanguard Group. According to the schedule, The Vanguard Group has sole dispositive power with respect to 19,316,523 of the shares, shared voting power with respect to 214,492 of the shares, and shared dispositive power with respect to 373,192 of the shares. (10) Beneficial ownership information is based on information contained in an Amendment No. 3 to Schedule 13G filed with the SEC on February 14, 2024, by T. Rowe Price Associates, Inc. on behalf of itself and affiliated entities. According to the schedule, T. Rowe Price Associates, Inc. has sole voting power with respect to 6,863,919 of the shares and sole dispositive power with respect to all 17,751,994 shares. (11) Beneficial ownership information is based on information contained in an Amendment No. 5 to Schedule 13G filed with the SEC on January 24, 2024, by BlackRock, Inc. According to the schedule, BlackRock, Inc. has sole voting power with respect to 14,619,883 of the shares and sole dispositive power with respect to all 15,132,835 shares. (12) Beneficial ownership information is based on information contained in an Amendment No. 1 to Schedule 13D filed with the SEC on November 18, 2022, by Westdale Investments L.P., JGB Ventures I, Ltd., JGB Holdings, Inc., Joseph G. Beard, Westdale Construction Co. Limited, Ronald Kimel, and Warren Kimel. According to the schedule, Westdale Investments L.P., JGB Ventures I, Ltd., JGB Holdings, Inc., and Joseph G. Beard have shared voting and dispositive power over the 7,857,295 shares owned directly by Westdale Investments L.P., and Westdale Construction Co. Limited, Ronald Kimel, and Warren Kimel have shared voting and dispositive power over the 950,450 shares owned directly by Westdale Construction Co. Limited. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS Information on equity compensation plans as of the end of the 2023 fiscal year under which equity securities of the Company are authorized for issuance is set forth in the following table. Plan Category Number of Securities To Be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (1) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Subject to Outstanding Unexercised Grants) Equity compensation plans approved by security holders 4,668,496 $ 6.26 18,940,698 Equity compensation plans not approved by security holders — — — __________ (1) The weighted average exercise price is calculated based solely on the outstanding stock options. It does not take into account the shares issuable upon vesting of outstanding time-based restricted stock, performance-based restricted stock, or LTIP awards, because such awards do not have an exercise price. 87 ITEM 13. CERTAIN RELATIONSHIPS AND RE LATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Policies and Procedures for Review, Approval or Ratification of Related Person Transactions Aimco recognizes that related person transactions can present potential or actual conflicts of interest and create the appearance that Aimco’s decisions are based on considerations other than the best interests of Aimco and its stockholders. Nevertheless, Aimco recognizes that there are situations where related person transactions may be in, or may not be inconsistent with, the best interests of Aimco and its stockholders. The Nominating, Environmental, Social, and Governance Committee, pursuant to a written policy approved by the Board, has oversight for related person transactions. The Nominating, Environmental, Social, and Governance Committee will review transactions, arrangements or relationships in which (1) the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year, (2) Aimco (or any Aimco entity) is a participant, and (3) any related party has or will have a direct or indirect interest (other than an interest arising solely as a result of being a director of another corporation or organization that is a party to the transaction or a less than ten percent beneficial owner of another entity that is a party to the transaction). The Nominating, Environmental, Social, and Governance Committee has also given its standing approval for certain types of related person transactions such as certain employment arrangements, director compensation, transactions with another entity in which a related person’s interest is only by virtue of a non-executive employment relationship or limited equity position, and transactions in which all stockholders receive pro rata benefits. Sublease of a Portion of Aimco Office Space On January 25, 2019, Aimco entered into a sublease agreement (the “Sublease”) with an entity in which Mr. Considine, former Director who resigned from the Board in February 2023, has sole voting and investment power. Under this agreement, Aimco has subleased to said entity approximately 2,957 square feet of office space within the same building as Aimco’s corporate headquarters in Denver, Colorado, and consisting of excess space not needed by Aimco, on exactly the same terms as Aimco leases the space. The Sublease does not provide any benefit to the entity, as other space in the building requires comparable rent. The Sublease provides some benefit to Aimco as it gives Aimco the ability to put the excess space to productive use. The entity has a lease term less favorable than Aimco’s lease with the landlord, in that Aimco has the option to terminate the Sublease at any time, for any or no reason, upon six months’ notice. The Sublease has a term that began on April 1, 2019, and ends on April 30, 2029, the same term as the Aimco lease. The annual amount of rent in the first year was $78,361, subject to annual increases. The aggregate amount of rent expected to be paid under the Sublease, assuming the entire lease term is fulfilled, is approximately $850,000. The Nominating, Environmental, Social, and Governance Committee reviewed the Sublease and determined that it is in the best interests of Aimco and its stockholders. Related Person Transactions In November 2019, Aimco confirmed an arrangement with Richard M. Powell, of R.M. Powell & Co., a contractor for Aimco since 1997 and father of Mr. Wes Powell, Director, President and CEO. Depending on the success of potential transactions identified by Mr. Richard Powell, he may earn fees in amounts in excess of $120,000. Pursuant to the Company’s related party transactions policy, the Nominating, Environmental, Social, and Governance Committee reviewed and approved the arrangement with Mr. Richard Powell, subject to the Committee’s subsequent review and approval of any specific transaction in which R.M. Powell & Co. provides services. In March 2020, Elizabeth Likovich, the daughter of Mr. Considine, former Director who resigned from the Board in February 2023, became a full-time employee of the Company. Her compensation for 2023 was in line with the median for her peers, and consisted of $302,614 in base salary, $140,200 in STI, $5,305 in non-discretionary matching contributions under Aimco’s 401(k) plan, and $106,492 in equity awards vesting over three years. Prior to joining Aimco, Ms. Likovich held a similar position at a peer apartment company. Pursuant to the policy noted above, the Nominating, Environmental, Social, and Governance Committee reviewed and approved the employment of Ms. Likovich. INDEPENDENCE OF DIRECTORS The Board has determined that to be considered independent, a director may not have a direct or indirect material relationship with Aimco or its subsidiaries (directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). A material relationship is one that impairs or inhibits, or has the potential to impair or inhibit, a director’s exercise of critical and disinterested judgment on behalf of Aimco and its stockholders. In determining whether a material relationship exists, the Board considers all relevant facts and circumstances, including whether the director or a family member is a current 88 or former employee of the Company, family member relationships, compensation, business relationships and payments, and charitable contributions between Aimco and an entity with which a director is affiliated (as an executive officer, partner or substantial stockholder). The Board consults with the Company’s counsel to ensure that such determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent director,” including but not limited to those categorical standards set forth in Section 303A.02 of the listing standards of the NYSE. Consistent with these considerations, the Board has affirmatively determined the independence of Messrs. Allen, Leupp, Stone, Sullivan, and Sykes and Mses. Gibson, Rexroad, and Smith . ITEM 14. PRINCIPAL ACCOU NTANT FEES AND SERVICES PRINCIPAL ACCOUNTANT FEES Below is information on the fees billed for services rendered by Ernst & Young LLP during the years ended December 31, 2023, and 2022. Year Ended December 31, 2023 2022 Aggregate fees billed for services $ 1.76 million $ 1.66 million Audit Fees: Including fees associated with the audit of Aimco’s annual financial statements, internal controls, interim reviews of financial statements, registration statements, comfort letters, and consents $ 1.56 million $ 1.62 million Audit-Related Fees: Including fees related to benefit plan audits and subsidiary audits $ 0.12 $ -- Tax Fees: $ 0.08 million $ 0.04 million Tax Consulting Fees (1) All other fees $ -- $ -- __________ (1) Tax consulting fees consist primarily of amounts attributable to routine advice related to REIT compliance. Audit Committee Pre-Approval Policies The Audit Committee has adopted the Audit and Non-Audit Services Pre-Approval Policy (the “Pre-Approval Policy”). A summary of the Pre-Approval Policy is as follows: • The Pre-Approval Policy describes the Audit, Audit-related, Tax and Other Permitted services that have the general pre-approval of the Audit Committee. • Pre-approvals are typically subject to a dollar limit of $50,000. • The term of any general pre-approval is generally 12 months from the date of pre-approval. • At least annually, the Audit Committee reviews and pre-approves the services that may be provided by the independent registered public accounting firm without obtaining specific pre-approval from the Audit Committee. • Unless a type of service has received general pre-approval and is anticipated to be within the dollar limit associated with the general pre-approval, it requires specific pre-approval by the Audit Committee if it is to be provided by the independent registered public accounting firm. • The Audit Committee will consider whether all services are consistent with the rules on independent registered public accounting firm independence. • The Audit Committee also considers whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with Aimco’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance Aimco’s ability to manage or control risk or improve audit quality. Such factors are considered as a whole, and no one factor is necessarily determinative. All of the services described in the Principal Accountant Fees section above were approved pursuant to the annual engagement letter or in accordance with the Pre-Approval Policy. 89 PART IV ITEM 15. EXHIBITS AND FINAN CIAL STATEMENT SCHEDULES (a)(1) The financial statements listed in the Index to Financial Statements on Page F-1 of this report are filed as part of this report and incorporated herein by reference. (a)(2) The financial statement schedule listed in the Index to Financial Statements on Page F-1 of this report is filed as part of this report and incorporated herein by reference. (a)(3) Exhibits. 90 INDEX TO EXHIBITS (1) (2) EXHIBIT NO. DESCRIPTION 2.1 Separation and Distribution Agreement, effective as of December 15, 2020, by and among Apartment Investment Management Company, Aimco OP L.P., Apartment Income REIT Corp. and Apartment Income REIT, L.P. (f/k/a AIMCO Properties, L.P.) (Exhibit 2.1 to Aimco’s Current Report on Form 8-K, filed December 15, 2020, is incorporated herein by this reference) 3.1 Articles of Amendment and Restatement of Apartment Investment and Management Company (Exhibit 3.1 to Aimco’s Annual Report on Form 8-K dated October 3, 2023, is incorporated herein by this reference) 3.2 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) 3.3 Amended and Restated Bylaws (Exhibit 3.1 to Aimco’s Current Report on Form 8-K, dated April 28, 2023, is incorporated herein by this reference) 4.1 Description of Aimco’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Exhibit 4.1 to Aimco’s Annual Report on Form 10-K for the year ended December 31, 2020, filed March 12, 2021, 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) 10.2 Credit Agreement, dated as of December 16, 2020, by and among Apartment Investment and Management Company, AIMCO OP L.P., certain subsidiary loan parties party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent, swingline loan lender and letter of credit issuing lender. (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, filed December 16, 2020, is incorporated herein by reference) 10.3 Amended Aimco Severance Policy, effective as of October 27, 2021 (filed herewith)* 10.4 Powell Employment Agreement (filed herewith)* 10.5 2007 Stock Award and Incentive Plan (Exhibit A to Aimco’s Proxy Statement on Schedule 14A, filed March 20, 2007, is incorporated herein by this reference)* 10.6 Form of Non-Qualified Stock Option Agreement (2007 Stock Award and Incentive Plan) (Exhibit 10.3 to Aimco’s Current Report on Form 8-K, filed April 30, 2007, is incorporated herein by this reference)* 10.7 Aimco 2015 Stock Award and Incentive Plan (as amended and restated January 31, 2017) (Exhibit 10.2 to Aimco’s Current Report on Form 8-K, filed January 31, 2017, is incorporated herein by this reference)* 10.8 Form of Performance Non-Qualified Stock Option Agreement (2015 Stock Award and Incentive Plan) (Exhibit 10.26 to Aimco's Annual Report on Form 10-K for the year ended December 31, 2015, is incorporated herein by this reference)* 10.9 Form of Performance Vesting LTIP II Unit Agreement (2015 Stock Award and Incentive Plan) (Exhibit 10.15 to Aimco’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, filed May 8, 2018, is incorporated herein by this reference)* 10.10 Aimco Second Amended and Restated 2015 Stock Award and Incentive Plan (as amended and restated effective February 22, 2018) (Exhibit A to Aimco’s Proxy Statement on Schedule 14A, filed March 8, 2018, is incorporated herein by reference)* 10.11 Form of Restricted Stock Agreement (2015 Stock Award and Incentive Plan) (Exhibit 10.25 to Aimco's Annual Form on 10-K for the year ended December 31, 2015, is incorporated herein by this reference)* 10.12 Form of Performance Restricted Stock Agreement (2015 Stock Award and Incentive Plan) (Exhibit 10.24 to Aimco's Annual Form on 10-K for the year ended December 31, 2015, is incorporated herein by this reference)* 91 10.13 Form of LTIP Unit Agreement (2015 Stock Award and Incentive Plan) (Exhibit 10.3 to Aimco's Current Report on Form 8-K, filed January 31, 2017, is incorporated herein by this reference)* 10.14 Form of Performance Vesting LTIP Unit Agreement (2015 Stock Award and Incentive Plan) (Exhibit 10.4 to Aimco's Current Report on Form 8-K, filed January 31, 2017, is incorporated herein by this reference)* 10.15 Form of Performance Vesting LTIP II Unit Agreement (2015 Stock Award and Incentive Plan) (Exhibit 10.15 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, is incorporated herein by this reference)* 10.16 Form of Performance Non-Qualified Stock Option Agreement (2015 Stock Award and Incentive Plan) (Exhibit 10.26 to Aimco's Annual Form on 10-K for the year ended December 31, 2016, is incorporated herein by this reference)* 10.17 Form of Restricted Stock Agreement (Second Amended & Restated 2015 Stock Award and Incentive Plan) (filed herewith)* 10.18 Form of Performance Restricted Stock Agreement (Second Amended & Restated 2015 Stock Award and Incentive Plan) (filed herewith)* 10.19 Form of Performance Non-Qualified Stock Option Agreement (Second Amended & Restated 2015 Stock Award and Incentive Plan) (filed herewith)* 10.20 Form of Performance Vesting LTIP II Unit Agreement (Second Amended & Restated 2015 Stock Award and Incentive Plan) (filed herewith)* 10.21 Form of Restricted Stock Agreement (Second Amended & Restated 2015 Stock Award and Incentive Plan) (filed herewith)* 10.22 Form of Performance Restricted Stock Agreement (Second Amended & Restated 2015 Stock Award and Incentive Plan) (filed herewith)* 10.23 Form of Performance Vesting LTIP II Unit Agreement (Second Amended & Restated 2015 Stock Award and Incentive Plan) (filed herewith)* 10.24 Form of Non-Qualified Stock Option Agreement (Second Amended & Restated 2015 Stock Award and Incentive Plan) (filed herewith)* 10.25 Form of Non-Qualified Stock Option Agreement (Second Amended & Restated 2015 Stock Award and Incentive Plan) (filed herewith)* 10.26 Form of LTIP II Unit Agreement (Second Amended & Restated 2015 Stock Award and Incentive Plan) (filed herewith)* 10.27 Form of LTIP II Unit Agreement (Second Amended & Restated 2015 Stock Award and Incentive Plan) (filed herewith)* 10.28 Form of Performance Restricted Stock Agreement (Second Amended & Restated 2015 Stock Award and Incentive Plan) (filed herewith)* 10.29 Employee Matters Agreement, effective as of December 15, 2020, by and among Apartment Investment Management Company, Aimco OP L.P., Apartment Income REIT Corp. and Apartment Income REIT, L.P. (f/k/a AIMCO Properties, L.P.) (Exhibit 10.3 to Aimco’s Current Report on Form 8-K, filed December 15, 2020, is incorporated herein by this reference) 21.1 List of Subsidiaries 23.1 Consent of Independent Registered Public Accounting Firm - Aimco 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-15(e)/15d-15(e), and Securities Exchange Act Rules 13a-15(f)/15d-15(f), 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-15(e)/15d-15(e), and Securities Exchange Act Rules 13a-15(f)/15d-15(f), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Aimco 92 31.3 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-15(e)/15d-15(e), and Securities Exchange Act Rules 13a-15(f)/15d-15(f), 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-15(e)/15d-15(e), and securities Exchange Act Rules 13a-15(f)/15d-15(f), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Aimco Operating Partnership 32.1 Certification of Chief Executive 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 Certification of 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 32.3 Certification of Chief Executive 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 32.4 Certification of 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 97.1 Amended Aimco Clawback Policy, effective as of July 26, 2023 (filed herewith)* 101 The following materials from Aimco’s and Aimco Operating Partnership’s consolidated Annual Report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) consolidated balance sheets; (ii) consolidated statements of operations; (iii) consolidated statements of comprehensive income; (iv) consolidated statements of equity and consolidated statements of partners’ capital; (v) consolidated statements of cash flows; (vi) notes to the consolidated financial statements; and (vii) financial statement schedule (3) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). (1) Schedule and similar exhibits to the exhibits have been omitted but will be provided to the Securities and Exchange Commission or its staff upon request. (2) The Commission file numbers for exhibits is 001-13232 (Aimco) and 0-24497 (Aimco Operating Partnership). * Management contract or compensatory plan or arrangement ITEM 16. FORM 10-K SUMMARY None. 93 APARTMENT INVESTMENT AND MANAGEMENT COMPANY AIMCO OP L.P. INDEX TO FINANCIAL STATEMENTS Page Financial Statements: Apartment Investment and Management Company: Report of Registered Independent Public Accounting Firm (PCAOB ID: 42 ) F- 4 Consolidated Balance Sheets F- 6 Consolidated Statements of Operations F- 7 Consolidated Statements of Equity F- 8 Consolidated Statements of Cash Flows F- 9 Aimco OP L.P. Report of Registered Independent Public Accounting Firm (PCAOB ID: 42 ) F- 10 Consolidated Balance Sheets F- 12 Consolidated Statements of Operations F- 13 Consolidated Statements of Partners’ Capital F- 14 Consolidated Statements of Cash Flows F- 15 Notes to Consolidated Financial Statements of Apartment Investment and Management Company and Aimco OP L.P. F- 16 Note 1 — Organization F- 16 Note 2 — Basis of Presentation and Summary of Significant Accounting Policies F- 16 Note 3 — Significant Transactions F- 24 Note 4 — Lease Arrangements F- 24 Note 5 — Variable Interest Entities F- 26 Note 6 — Debt F- 27 Note 7 — Income Taxes F- 29 Note 8 — Aimco Equity F- 31 Note 9 — Partners' capital F- 31 Note 10 — Earnings per Share and per Unit F- 32 Note 11 — Share-Based Compensation F- 33 Note 12 — Fair Value Measurements F- 35 Note 13 — Commitments and Contingencies F- 36 Note 14 — Business Segments F- 37 Note 15 — Subsequent Events F- 39 Financial Statement Schedule: Schedule III – Real Estate and Accumulated Depreciation F- 40 F- 1 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/ Wes Powell Wes Powell Director, President and Chief Executive Officer Date: February 26, 2024 AIMCO OP L.P. By: Aimco OP GP, LLC, its General Partner /s/ Wes Powell Wes Powell Director, President and Chief Executive Officer Date: February 26, 2024 F- 2 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each registrant and in the capacities and on the dates indicated. Signature Title Date APARTMENT INVESTMENT AND MANAGEMENT COMPANY AIMCO OP L.P. By: Aimco OP GP, LLC, its General Partner /s/ WES POWELL Director, President and Chief Executive Officer February 26, 2024 Wes Powell (principal executive officer) /s/ H. LYNN C. STANFIELD Executive Vice President and February 26, 2024 H. Lynn C. Stanfield Chief Financial Officer (principal financial officer) /s/ KELLIE E. DREYER Senior Vice President and Chief February 26, 2024 Kellie E. Dreyer Accounting Officer (principal accounting officer) /s/ R. DARY STONE Chairman of the Board of Directors February 26, 2024 R. Dary Stone /s/ QUINCY L. ALLEN Director February 26, 2024 Quincy L. Allen /s/ PATRICIA L. GIBSON Director February 26, 2024 Patricia L. Gibson /s/ JAY PAUL LEUPP Director February 26, 2024 Jay Paul Leupp /s/ SHERRY L. REXROAD Director February 26, 2024 Sherry L. Rexroad /s/ DEBORAH SMITH Director February 26, 2024 Deborah Smith /s/ JAMES P. SULLIVAN Director February 26, 2024 James P. Sullivan /s/ KIRK A. SYKES Director February 26, 2024 Kirk A. Sykes F- 3 Report of Independent Regi stered Public Accounting Firm To the Shareholders and the Board of Directors of Apartment Investment and Management Company Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Apartment Investment and Management Company (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F- 4 Impairment of mezzanine investment Description of the Matter During 2023 the Company recorded an impairment loss on its mezzanine investment of $158.0 million to reduce the investment to its estimated fair value of zero. As more fully described in Note 2 and Note 12 to the consolidated financial statements, the Company periodically evaluates the mezzanine investment for impairment. An impairment loss is recognized to adjust the investment to its estimated fair value when the Company determines the fair value is less than the carrying value of the investment on an other-than-temporary basis. Auditing the Company’s measurement of the impairment loss on the mezzanine investment involved a higher degree of judgment due to the subjective nature of the capitalization rate used in determining the fair value of the underlying real estate collateral. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to determine the fair value of the mezzanine investment and measure the impairment loss. This included testing controls over management’s evaluation of the significant inputs and assumptions used to estimate the fair value of the underlying real estate collateral. To test the impairment loss on the mezzanine investment, our audit procedures included, among others, testing the completeness and accuracy of the information included in the valuation model and evaluating the capitalization rate that was used to estimate fair value. With the assistance of our valuation specialists, we compared the capitalization rate to observable market data and published industry resources for comparable properties in the same or nearby markets. /s/ Ernst & Young LLP We have served as the Company's auditor since 2020. Denver, Colorado February 26, 2024 F- 5 APARTMENT INVESTMENT AND MANAGEMENT COMPANY CONSOLIDATED B ALANCE SHEETS (In thousands, except share data) December 31, 2023 December 31, 2022 ASSETS Buildings and improvements $ 1,593,802 $ 1,322,381 Land 620,821 641,102 Total real estate 2,214,623 1,963,483 Accumulated depreciation ( 580,802 ) ( 530,722 ) Net real estate 1,633,821 1,432,761 Cash and cash equivalents 122,601 206,460 Restricted cash 16,666 23,306 Mezzanine investment — 158,558 Interest rate options 5,255 62,387 Unconsolidated real estate partnerships 23,125 15,789 Notes receivable 57,554 39,014 Right-of-use lease assets - finance leases 108,992 110,269 Other assets, net 121,461 132,679 Total assets $ 2,089,475 $ 2,181,223 LIABILITIES AND EQUITY Non-recourse property debt, net $ 846,298 $ 929,501 Construction loans, net 301,443 118,698 Total indebtedness 1,147,741 1,048,199 Deferred tax liabilities 110,284 119,615 Lease liabilities - finance leases 118,697 114,625 Mezzanine investment - participation sold 31,018 — Accrued liabilities and other 90,125 106,600 Total liabilities 1,497,865 1,389,039 Redeemable noncontrolling interests in consolidated real estate partnerships 171,632 166,826 Commitments and contingencies (Note 13) Equity ( 510,587,500 shares authorized at both December 31, 2023 and December 31, 2022): Common Stock, $ 0.01 par value, 140,576,102 and 146,524,941 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively 1,406 1,466 Additional paid-in capital 464,538 496,482 Retained earnings ( 116,292 ) 49,904 Total Aimco equity 349,652 547,852 Noncontrolling interests in consolidated real estate partnerships 51,265 48,294 Common noncontrolling interests in Aimco Operating Partnership 19,061 29,212 Total equity 419,978 625,358 Total liabilities and equity $ 2,089,475 $ 2,181,223 See accompanying notes to the consolidated financial statements. F- 6 APARTMENT INVESTMENT AND MANAGEMENT COMPANY CONSOLIDATED STATEM ENTS OF OPERATIONS (In thousands, except per share data) Year Ended December 31, 2023 2022 2021 REVENUES Rental and other property revenues $ 186,995 $ 190,344 $ 169,836 OPERATING EXPENSES Property operating expenses 73,712 71,792 67,613 Depreciation and amortization 68,834 158,967 84,712 General and administrative expenses 32,865 39,673 33,151 Total operating expenses 175,411 270,432 185,476 Interest income 9,731 4,052 2,277 Interest expense ( 37,718 ) ( 73,842 ) ( 52,902 ) Mezzanine investment income (loss), net ( 155,814 ) ( 179,239 ) 30,436 Realized and unrealized gains (losses) on interest rate options 1,119 48,205 6,509 Realized and unrealized gains (losses) on equity investments 700 20,302 6,585 Gain on dispositions of real estate 7,984 175,863 — Lease modification income — 206,963 — Income from unconsolidated real estate partnerships 875 579 973 Other income (expense), net ( 8,532 ) ( 13,373 ) 3,212 Income (loss) before income tax ( 170,071 ) 109,422 ( 18,550 ) Income tax benefit (expense) 12,752 ( 17,264 ) 13,570 Net income (loss) ( 157,319 ) 92,158 ( 4,980 ) Net (income) loss attributable to redeemable noncontrolling interests in consolidated real estate partnerships ( 13,924 ) ( 8,829 ) ( 91 ) Net (income) loss attributable to noncontrolling interests in consolidated real estate partnerships ( 3,991 ) ( 3,672 ) ( 1,136 ) Net (income) loss attributable to common noncontrolling interests in Aimco Operating Partnership 9,038 ( 3,931 ) 297 Net income (loss) attributable to Aimco $ ( 166,196 ) $ 75,726 $ ( 5,910 ) Net income (loss) attributable to Aimco per common share – basic (Note 10) $ ( 1.16 ) $ 0.50 $ ( 0.04 ) Net income (loss) attributable to Aimco per common share – diluted (Note 10) $ ( 1.16 ) $ 0.49 $ ( 0.04 ) Weighted-average common shares outstanding – basic 143,618 149,395 149,480 Weighted-average common shares outstanding – diluted 143,618 150,834 149,480 See accompanying notes to the consolidated financial statements. F- 7 APARTMENT INVESTMENT AND MANAGEMENT COMPANY CONSOLIDATED STAT EMENTS OF EQUITY (In thousands, except share data) Common Stock Noncontrolling Interests in Common Noncontrolling Interests in Shares Issued Amount Additional Paid- in Capital Retained Earnings (Accumulated Deficit) Total Aimco Equity Consolidated Real Estate Partnerships Aimco Operating Partnership Total Equity Balances at December 31, 2020 149,036 $ 1,490 $ 515,127 $( 16,839 ) $ 499,778 $ 31,877 $ 27,436 $ 559,091 Net income (loss) — — — ( 5,910 ) ( 5,910 ) 1,136 ( 297 ) ( 5,071 ) Redemption of OP Units 595 6 1,305 1,311 — ( 1,387 ) ( 76 ) Share-based compensation expense — — 2,972 — 2,972 — 745 3,717 Contributions from noncontrolling interests in consolidated real estate partnerships — — — — — 3,370 — 3,370 Distributions to noncontrolling interests in consolidated real estate partnerships — — — — — ( 1,157 ) — ( 1,157 ) Other common stock issuances 246 2 1,070 — 1,072 — — 1,072 Other, net ( 59 ) — 1,368 ( 26 ) 1,342 ( 13 ) ( 42 ) 1,287 Balances at December 31, 2021 149,818 1,498 521,842 ( 22,775 ) 500,565 35,213 26,455 562,233 Net income (loss) — — — 75,726 75,726 3,672 3,931 83,329 Redemption of OP Units 108 1 2,653 — 2,654 — ( 2,888 ) ( 234 ) Share-based compensation expense — — 5,687 — 5,687 — 1,770 7,457 Contributions from noncontrolling interests in consolidated real estate partnerships — — — — — 10,616 — 10,616 Distributions to noncontrolling interests in consolidated real estate partnerships — — — — — ( 1,202 ) ( 160 ) ( 1,362 ) Redemption of redeemable noncontrolling interests in consolidated real estate partnerships — — ( 183 ) — ( 183 ) — — ( 183 ) Purchase of noncontrolling interests in consolidated real estate partnerships — — ( 7,088 ) — ( 7,088 ) — — ( 7,088 ) Common stock repurchased ( 3,459 ) ( 35 ) ( 24,957 ) — ( 24,992 ) — — ( 24,992 ) Other common stock issuances 106 1 851 — 852 — 109 961 Cash dividends — — — ( 3,043 ) ( 3,043 ) — — ( 3,043 ) Other, net ( 48 ) 1 ( 2,323 ) ( 4 ) ( 2,326 ) ( 5 ) ( 5 ) ( 2,336 ) Balances at December 31, 2022 146,525 1,466 496,482 49,904 547,852 48,294 29,212 625,358 Net income (loss) — — — ( 166,196 ) ( 166,196 ) 3,991 ( 9,038 ) ( 171,243 ) Redemption of OP Units — — 4,501 — 4,501 — ( 5,582 ) ( 1,081 ) Share-based compensation expense — — 7,299 — 7,299 — 3,196 10,495 Contributions from noncontrolling interests in consolidated real estate partnerships — — — — — 272 — 272 Distributions to noncontrolling interests in consolidated real estate partnerships — — — — — ( 1,291 ) — ( 1,291 ) Common stock repurchased ( 6,166 ) ( 61 ) ( 45,277 ) — ( 45,338 ) — — ( 45,338 ) Other common stock issuances 252 2 1,538 — 1,540 — 1,272 2,812 Other, net ( 35 ) ( 1 ) ( 5 ) — ( 6 ) ( 1 ) 1 ( 6 ) Balances at December 31, 2023 140,576 $ 1,406 $ 464,538 $( 116,292 ) $ 349,652 $ 51,265 $ 19,061 $ 419,978 See accompanying notes to the consolidated financial statements. F- 8 APARTMENT INVESTMENT AND MANAGEMENT COMPANY CONSOLIDATED STATEM ENTS OF CASH FLOWS (In thousands) Years Ended December 31, 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ ( 157,319 ) $ 92,158 $ ( 4,980 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 68,834 158,967 84,712 Mezzanine investment (income) loss, net 155,814 179,239 ( 30,436 ) Realized and unrealized (gains) losses on interest rate options ( 1,119 ) ( 48,205 ) ( 6,509 ) Realized and unrealized (gains) losses on equity investments ( 700 ) ( 20,302 ) ( 6,585 ) Income tax expense (benefit) ( 12,752 ) 17,264 ( 13,570 ) Share-based compensation 9,221 7,471 5,271 Loss on extinguishment of debt, net 938 28,986 — Lease modification income — ( 206,963 ) — Gain on dispositions of real estate ( 7,984 ) ( 175,863 ) — Income from unconsolidated real estate partnerships ( 875 ) ( 579 ) ( 973 ) Amortization of debt issuance costs and other 2,563 2,787 1,384 Changes in operating assets and operating liabilities: Other assets, net 335 1,039 ( 11,826 ) Net cash received from lease incentive — 195,789 — Accrued liabilities and other ( 6,489 ) ( 27,556 ) ( 3,902 ) Total adjustments 207,786 112,074 17,566 Net cash provided by operating activities 50,467 204,232 12,586 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of real estate ( 4,108 ) ( 129,245 ) ( 69,601 ) Capital expenditures ( 272,497 ) ( 237,523 ) ( 177,809 ) Proceeds from disposition of real estate 9,254 259,983 — Investment in IQHQ — ( 14,227 ) ( 23,273 ) Redemption of IQHQ investment — 16,473 — Distributions received from unconsolidated real estate partnerships 4,209 — — Investment in unconsolidated real estate partnerships ( 3,786 ) ( 15,668 ) — Purchase of treasury bill ( 53,773 ) — — Proceeds from treasury bill 54,727 — — Other investing activities 5,578 ( 547 ) ( 727 ) Net cash used in investing activities ( 260,396 ) ( 120,754 ) ( 271,410 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from non-recourse property debt — 756,220 59,757 Proceeds from construction loans 174,445 93,206 165,170 Proceeds from sale of participation in Mezzanine Investment 37,500 — — Payments of deferred loan costs ( 229 ) ( 15,266 ) ( 6,437 ) Principal repayments on non-recourse property debt ( 85,974 ) ( 302,428 ) ( 24,383 ) Principal repayments on construction loans — ( 138,404 ) — Principal repayments on Notes Payable to AIR — ( 534,127 ) — Purchase of interest rate options ( 712 ) ( 5,620 ) ( 5,905 ) Proceeds from interest rate options 58,906 16,818 — Payments on finance leases ( 2,694 ) ( 26,213 ) ( 10,855 ) Payments of prepayment premiums — ( 25,801 ) — Common stock repurchased ( 46,843 ) ( 23,492 ) — Dividends paid on common stock — ( 3,043 ) — Redemption of redeemable noncontrolling interests — ( 5,094 ) — Distributions to redeemable noncontrolling interests ( 9,243 ) ( 9,365 ) — Contributions from noncontrolling interests 272 10,616 212 Distributions to noncontrolling interests ( 1,291 ) ( 1,362 ) ( 1,157 ) Contributions from redeemable noncontrolling interests 125 122,571 29,440 Redemption of OP Units ( 1,081 ) ( 225 ) ( 76 ) Redemption of noncontrolling interest in real estate partnership — ( 7,088 ) — Other financing activities ( 3,751 ) ( 197 ) ( 1,095 ) Net cash provided by (used in) financing activities 119,430 ( 98,294 ) 204,671 NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 90,499 ) ( 14,816 ) ( 54,153 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF YEAR 229,766 244,582 298,735 CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR $ 139,267 $ 229,766 $ 244,582 See accompanying notes to the consolidated financial statements. F- 9 Report of Independent Reg istered Public Accounting Firm To the Partners and the Board of Directors of Aimco OP L.P. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Aimco OP L.P. (the Partnership) as of December 31, 2023 and 2022, the related consolidated statements of operations, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F- 10 Impairment of mezzanine investment Description of the Matter During 2023 the Partnership recorded an impairment loss on its mezzanine investment of $158.0 million to reduce the investment to its estimated fair value of zero. As more fully described in Note 2 and Note 12 to the consolidated financial statements, the Partnership periodically evaluates the mezzanine investment for impairment. An impairment loss is recognized to adjust the investment to its estimated fair value when the Partnership determines the fair value is less than the carrying value of the investment on an other-than-temporary basis. Auditing the Partnership’s measurement of the impairment loss on the mezzanine investment involved a higher degree of judgment due to the subjective nature of the capitalization rate used in determining the fair value of the underlying real estate collateral. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Partnership’s process to determine the fair value of the mezzanine investment and measure the impairment loss. This included testing controls over management’s evaluation of the significant inputs and assumptions used to estimate the fair value of the underlying real estate collateral. To test the impairment loss on the mezzanine investment, our audit procedures included, among others, testing the completeness and accuracy of the information included in the valuation model and evaluating the capitalization rate that was used to estimate fair value. With the assistance of our valuation specialists, we compared the capitalization rate to observable market data and published industry resources for comparable properties in the same or nearby markets. /s/ Ernst & Young LLP We have served as the Partnership's auditor since 2020. Denver, Colorado February 26, 2024 F- 11 AIMCO OP L.P. CONSOLIDATED BALANCE SHEETS (In thousands) December 31, 2023 December 31, 2022 ASSETS Buildings and improvements $ 1,593,802 $ 1,322,381 Land 620,821 641,102 Total real estate 2,214,623 1,963,483 Accumulated depreciation ( 580,802 ) ( 530,722 ) Net real estate 1,633,821 1,432,761 Cash and cash equivalents 122,601 206,460 Restricted cash 16,666 23,306 Mezzanine investment — 158,558 Interest rate options 5,255 62,387 Unconsolidated real estate partnerships 23,125 15,789 Notes receivable 57,554 39,014 Right-of-use lease assets - finance leases 108,992 110,269 Other assets, net 121,461 132,679 Total assets $ 2,089,475 $ 2,181,223 LIABILITIES AND EQUITY Non-recourse property debt, net $ 846,298 $ 929,501 Construction loans, net 301,443 118,698 Total indebtedness 1,147,741 1,048,199 Deferred tax liabilities 110,284 119,615 Lease liabilities - finance leases 118,697 114,625 Mezzanine investment - participation sold 31,018 — Accrued liabilities and other 90,125 106,600 Total liabilities 1,497,865 1,389,039 Redeemable noncontrolling interests in consolidated real estate partnerships 171,632 166,826 Commitments and contingencies (Note 13) Partners’ capital: General Partner and Special Limited Partner 349,652 547,852 Limited Partners 19,061 29,212 Partners’ capital attributable to Aimco Operating Partnership 368,713 577,064 Noncontrolling interests in consolidated real estate partnerships 51,265 48,294 Total partners’ capital 419,978 625,358 Total liabilities and partners’ capital $ 2,089,475 $ 2,181,223 See accompanying notes to the consolidated financial statements. F- 12 AIMCO OP L.P. CO NSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per common unit data) Year Ended December 31, 2023 2022 2021 REVENUES Rental and other property revenues $ 186,995 $ 190,344 $ 169,836 OPERATING EXPENSES Property operating expenses 73,712 71,792 67,613 Depreciation and amortization 68,834 158,967 84,712 General and administrative expenses 32,865 39,673 33,151 Total operating expenses 175,411 270,432 185,476 Interest income 9,731 4,052 2,277 Interest expense ( 37,718 ) ( 73,842 ) ( 52,902 ) Mezzanine investment income (loss), net ( 155,814 ) ( 179,239 ) 30,436 Realized and unrealized gains (losses) on interest rate options 1,119 48,205 6,509 Realized and unrealized gains (losses) on equity investments 700 20,302 6,585 Gain on dispositions of real estate 7,984 175,863 — Lease modification income — 206,963 — Income from unconsolidated real estate partnerships 875 579 973 Other income (expense), net ( 8,532 ) ( 13,373 ) 3,212 Income (loss) before income tax ( 170,071 ) 109,422 ( 18,550 ) Income tax benefit (expense) 12,752 ( 17,264 ) 13,570 Net income (loss) ( 157,319 ) 92,158 ( 4,980 ) Net (income) loss attributable to redeemable noncontrolling interests in consolidated real estate partnerships ( 13,924 ) ( 8,829 ) ( 91 ) Net (income) loss attributable to noncontrolling interests in consolidated real estate partnerships ( 3,991 ) ( 3,672 ) ( 1,136 ) Net income (loss) attributable to Aimco Operating Partnership $ ( 175,234 ) $ 79,657 $ ( 6,207 ) Net income (loss) attributable to Aimco Operating Partnership per common unit – basic (Note 10) $ ( 1.16 ) $ 0.50 $ ( 0.04 ) Net income (loss) attributable to Aimco Operating Partnership per common unit – diluted (Note 10) $ ( 1.16 ) $ 0.49 $ ( 0.04 ) Weighted-average common units outstanding – basic 151,371 157,317 157,701 Weighted-average common units outstanding – diluted 151,371 158,774 157,701 See accompanying notes to the consolidated financial statements. F- 13 AIMCO OP L.P. CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL (In thousands) General Partner and Special Limited Partner Limited Partners Partners’ Capital Attributable to Aimco Operating Partnership Noncontrolling Interests in Consolidated Real Estate Partnerships Total Partners’ Capital Balances at December 31, 2020 $ 499,778 $ 27,436 $ 527,214 $ 31,877 $ 559,091 Net income (loss) ( 5,910 ) ( 297 ) ( 6,207 ) 1,136 ( 5,071 ) Redemption of OP Units 1,311 ( 1,387 ) ( 76 ) — ( 76 ) Share-based compensation expense 2,972 745 3,717 — 3,717 Contributions from noncontrolling interests in consolidated real estate partnerships — — — 3,370 3,370 Distributions to noncontrolling interests in consolidated real estate partnerships — — — ( 1,157 ) ( 1,157 ) Other OP Unit issuances 1,072 — 1,072 — 1,072 Other, net 1,342 ( 42 ) 1,300 ( 13 ) 1,287 Balances at December 31, 2021 500,565 26,455 527,020 35,213 562,233 Net income (loss) 75,726 3,931 79,657 3,672 83,329 Redemption of OP Units 2,654 ( 2,888 ) ( 234 ) — ( 234 ) Share-based compensation expense 5,687 1,770 7,457 — 7,457 Contributions from noncontrolling interests in consolidated real estate partnerships — — — 10,616 10,616 Distributions to noncontrolling interests in consolidated real estate partnerships — ( 160 ) ( 160 ) ( 1,202 ) ( 1,362 ) Redemption of redeemable noncontrolling interests in consolidated real estate partnerships ( 183 ) — ( 183 ) — ( 183 ) Purchase of noncontrolling interests in consolidated real estate partnerships ( 7,088 ) — ( 7,088 ) — ( 7,088 ) Repurchases of OP Units held by Aimco ( 24,992 ) — ( 24,992 ) — ( 24,992 ) Other OP Unit issuances 852 109 961 — 961 Cash dividends ( 3,043 ) — ( 3,043 ) — ( 3,043 ) Other, net ( 2,326 ) ( 5 ) ( 2,331 ) ( 5 ) ( 2,336 ) Balances at December 31, 2022 547,852 29,212 577,064 48,294 625,358 Net income (loss) ( 166,196 ) ( 9,038 ) ( 175,234 ) 3,991 ( 171,243 ) Redemption of OP Units 4,501 ( 5,582 ) ( 1,081 ) — ( 1,081 ) Share-based compensation expense 7,299 3,196 10,495 — 10,495 Contributions from noncontrolling interests in consolidated real estate partnerships — — — 272 272 Distributions to noncontrolling interests in consolidated real estate partnerships — — — ( 1,291 ) ( 1,291 ) Repurchases of OP Units held by Aimco ( 45,338 ) — ( 45,338 ) — ( 45,338 ) Other OP Unit issuances 1,540 1,272 2,812 — 2,812 Other, net ( 6 ) 1 ( 5 ) ( 1 ) ( 6 ) Balances at December 31, 2023 $ 349,652 $ 19,061 $ 368,713 $ 51,265 $ 419,978 See accompanying notes to the consolidated financial statements F- 14 AIMCO OP L.P. CO NSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Years Ended December 31, 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ ( 157,319 ) $ 92,158 $ ( 4,980 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 68,834 158,967 84,712 Mezzanine investment (income) loss, net 155,814 179,239 ( 30,436 ) Realized and unrealized (gains) losses on interest rate options ( 1,119 ) ( 48,205 ) ( 6,509 ) Realized and unrealized (gains) losses on equity investments ( 700 ) ( 20,302 ) ( 6,585 ) Income tax expense (benefit) ( 12,752 ) 17,264 ( 13,570 ) Share-based compensation 9,221 7,471 5,271 Loss on extinguishment of debt, net 938 28,986 — Lease modification income — ( 206,963 ) — Gain on dispositions of real estate ( 7,984 ) ( 175,863 ) — Income from unconsolidated real estate partnerships ( 875 ) ( 579 ) ( 973 ) Amortization of debt issuance costs and other 2,563 2,787 1,384 Changes in operating assets and operating liabilities: Other assets, net 335 1,039 ( 11,826 ) Net cash received from lease incentive — 195,789 — Accrued liabilities and other ( 6,489 ) ( 27,556 ) ( 3,902 ) Total adjustments 207,786 112,074 17,566 Net cash provided by operating activities 50,467 204,232 12,586 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of real estate ( 4,108 ) ( 129,245 ) ( 69,601 ) Capital expenditures ( 272,497 ) ( 237,523 ) ( 177,809 ) Proceeds from disposition of real estate 9,254 259,983 — Investment in IQHQ — ( 14,227 ) ( 23,273 ) Redemption of IQHQ investment — 16,473 — Distributions received from unconsolidated real estate partnerships 4,209 — — Investment in unconsolidated real estate partnerships ( 3,786 ) ( 15,668 ) — Purchase of treasury bill ( 53,773 ) — — Proceeds from treasury bill 54,727 — — Other investing activities 5,578 ( 547 ) ( 727 ) Net cash used in investing activities ( 260,396 ) ( 120,754 ) ( 271,410 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from non-recourse property debt — 756,220 59,757 Proceeds from construction loans 174,445 93,206 165,170 Proceeds from sale of participation in Mezzanine Investment 37,500 — — Payments of deferred loan costs ( 229 ) ( 15,266 ) ( 6,437 ) Principal repayments on non-recourse property debt ( 85,974 ) ( 302,428 ) ( 24,383 ) Principal repayments on construction loans — ( 138,404 ) — Principal repayments on Notes Payable to AIR — ( 534,127 ) — Purchase of interest rate options ( 712 ) ( 5,620 ) ( 5,905 ) Proceeds from interest rate options 58,906 16,818 — Payments on finance leases ( 2,694 ) ( 26,213 ) ( 10,855 ) Payments of prepayment premiums — ( 25,801 ) — Common stock repurchased ( 46,843 ) ( 23,492 ) — Dividends paid on common stock — ( 3,043 ) — Redemption of redeemable noncontrolling interests — ( 5,094 ) — Distributions to redeemable noncontrolling interests ( 9,243 ) ( 9,365 ) — Contributions from noncontrolling interests 272 10,616 212 Distributions to noncontrolling interests ( 1,291 ) ( 1,362 ) ( 1,157 ) Contributions from redeemable noncontrolling interests 125 122,571 29,440 Redemption of OP Units ( 1,081 ) ( 225 ) ( 76 ) Redemption of noncontrolling interest in real estate partnership — ( 7,088 ) — Other financing activities ( 3,751 ) ( 197 ) ( 1,095 ) Net cash provided by (used in) financing activities 119,430 ( 98,294 ) 204,671 NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 90,499 ) ( 14,816 ) ( 54,153 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF YEAR 229,766 244,582 298,735 CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR $ 139,267 $ 229,766 $ 244,582 See accompanying notes to the consolidated financial statements F- 15 APARTMENT INVESTMENT AND MANAGEMENT COMPANY AIMCO OP L.P. NOTES TO THE CONSOLIDATE D FINANCIAL STATEMENTS December 31, 2023 Note 1 — Organization Apartment Investment and Management Company (“Aimco”), a Maryland corporation incorporated on January 10, 1994, is a self-administered and self-managed real estate investment trust (“REIT”). On December 15, 2020, Aimco completed the separation of its businesses (the “Separation”), creating two, separate and distinct, publicly traded companies, Aimco and Apartment Income REIT Corp. (“AIR”) (Aimco and AIR together, as they existed prior to the Separation, “Aimco Predecessor”). Events noted in this filing as occurring before December 15, 2020, were those entered into by Aimco Predecessor. Aimco, through a wholly-owned subsidiary, is the general partner and directly is the special limited partner of Aimco OP L.P. ("Aimco Operating Partnership"). Except as the context otherwise requires, “we,” “our,” and “us” refer to Aimco, Aimco Operating Partnership, and their consolidated subsidiaries, collectively. Business As of December 31, 2023, Aimco owned 92.4 % of the legal interest in the common partnership units of Aimco Operating Partnership and 94.8 % of the economic interest in Aimco Operating Partnership. The remaining 7.6 % legal interest is owned by limited partners. The common partnership units of Aimco Operating Partnership are referred to as "OP Units". As the sole general partner of Aimco Operating Partnership, Aimco has exclusive control of Aimco Operating Partnership’s day-to-day management. We own or lease a portfolio of real estate investments focused primarily on the U.S. multifamily sector. At December 31, 2023, o ur entire portfolio of operating properties includes 26 apartment communities ( 22 consolidated properties and four unconsolidated properties) . We also own one commercial office building that is part of an assemblage with an adjacent apartment building. Properties that are under construction or have not achieved stabilization include a 106 room hotel, three residential apartment communities, of which 510 apartment homes have been completed and an additional 675 are planned, a single family rental community with 16 planned homes and eight accessory dwelling units, and land parcels held for development. Our real estate portfolio also includes two unconsolidated investments in land held for development. In addit ion, we hold other alternative investments, including our Mezzanine Investment (see Note 2 for further information); our investment in IQHQ, Inc. ("IQHQ"); and our investment in real estate technology funds. Any reference to the number of apartment communities, homes, accessory dwelling units, square footage, or occupancy percentage in these notes to our consolidated financial statements is unaudited. Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of Aimco, Aimco Operating Partnership, and their consolidated subsidiaries. Aimco Operating Partnership’s consolidated financial statements include the accounts of Aimco Operating Partnership and its consolidated subsidiaries. All significant intercompany balances have been eliminated in consolidation. As used herein, and except where the context otherwise requires, “partnership” refers to a limited partnership or a limited liability company and “partner” refers to a partner in a limited partnership or a member of a limited liability company. C ertain reclassifications have been made to prior period amounts to conform to the current period consolidated financial statement presentation with no effect on the Company’s previously reported results of operations, financial position, or cash flows. Principles of Consolidation We consolidate a variable interest entity (“VIE”), in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. Refer to Note 5 for further information. F- 16 Common Noncontrolling Interests in Aimco Operating Partnership Common noncontrolling interests in Aimco Operating Partnership consist of OP Units held by third parties, and are reflected in Aimco’s accompanying Consolidated Balance Sheets as Common Noncontrolling Interests in Aimco Operating Partnership . Aimco Operating Partnership’s income or loss is allocated to the holders of OP Units, other than Aimco, based on the weighted-average number of OP Units (including Aimco) outstanding during the period. For the years ended December 31, 2023, 2022, and 2021, the holders of OP Units had a weighted-average economic ownership interest in Aimco Operating Partnership of approximately 5.1 % , 5.1 %, and 5.0 %, r espectively. Substantially all of the assets and liabilities of Aimco are held by Aimco Operating Partnership. Redeemable Noncontrolling Interests in Consolidated Real Estate Partnerships Redeemable noncontrolling interests consist of equity interests held by a limited partner in a consolidated real estate partnership that has a finite life. If a consolidated real estate partnership includes redemption rights that are not within our control, the noncontrolling interest is included as temporary equity. Redeemable noncontrolling interests in consolidated real estate partnerships as of December 31, 2023 , consists of the following: (i) a $ 102.0 million preferred equity interest in an entity that owns a portfolio of operating apartment communities and (ii) equity interests in two separate consolidated joint ventures that are actively developing residential apartment communities. Capital contributions, distributions, and net income attributable to redeemable noncontrolling interests in consolidated real estate partnerships are determined in accordance with the relevant partnership agreements. These interests are presented as Redeemable noncontrolling interests in consolidated real estate partnerships in our Consolidated Balance Sheets as of December 31, 2023. The assets of our consolidated real estate partnerships must first be used to settle the liabilities of the consolidated real estate partnerships. The consolidated real estate partnership’s creditors do not have recourse to the general credit of Aimco Operating Partnership. The following table shows changes in our redeemable noncontrolling interests in consolidated real estate partnerships during the years ended December 31, 2023 , and 2022 (in thousands): 2023 2022 Balance at Beginning of Period $ 166,826 $ 33,794 Capital contributions 125 138,479 Distributions ( 9,243 ) ( 9,365 ) Redemptions — ( 4,911 ) Net income 13,924 8,829 Balance at December 31, $ 171,632 $ 166,826 Investments in Unconsolidated Real Estate Partnerships We own general and limited partner interests in partnerships that either directly, or through interests in other real estate partnerships, own apartment communities. We generally account for investments in real estate partnerships that we do not consolidate under the equity method. Accordingly, we recognize our share of the earnings or losses of the entity for the periods presented, inclusive of our share of any impairments and disposition gains or losses recognized by and related to such entities, and we present such amounts within Income from unconsolidated real estate partnerships in our Consolidated Statements of Operations. The excess of our cost of the acquired partnership interests over our share of the partners’ equity or deficit is generally ascribed to the fair values of land and buildings owned by the partnerships. We amortize the excess cost ascribed to the buildings over the related estimated useful lives. Such amortization is recorded as an adjustment of the amounts of earnings or losses we recognize from such unconsolidated real estate partnerships. We assess the recoverability of our equity method investments if there are indicators of potential impairment. We did not recognize any such impairments of our equity method investments during the years ended December 31, 2023, 2022, and 2021. F- 17 Mezzanine Investment In November 2019, Aimco Predecessor made a five-year , $ 275.0 million mezzanine loan to the partnership owning the “Parkmerced Apartments” located in southwest San Francisco (the “Mezzanine Investment”). The loan bears interest at a 10 % annual rate, accruing if not paid from property operations. Legal ownership of the subsidiaries that originated and hold the Mezzanine Investment was retained by AIR following the Separation. The Separation Agreement with AIR provides for AIR to transfer ownership of the subsidiaries that originated and hold the Mezzanine Investment, and a related equity option to acquire a 30 % interest in the partnership owning Parkmerced Apartments . At the time of Separation and as of the date of this filing, legal title of these subsidiaries had not yet transferred to us. Until legal title of the subsidiaries is transferred, AIR is obligated to pass payments received on the Mezzanine Investment to us, and we are obligated to indemnify AIR against any costs and expenses related thereto. We have the risks and rewards of ownership of the Mezzanine Investment and have recognized an asset related to our right to receive the Mezzanine Investment from AIR. In June 2023, we closed on the sale of a 20 % non-controlling participation in the Mezzanine Investment for $ 33.5 million. Pursuant to the terms of the agreement, we receive a first priority return from any payments made to service or pay down the Mezzanine Investment equal to $ 134.0 million plus no less than a 19 % annualized return as well as 80 % of any residual payments after the purchaser receives a 10 % annualized return on its subordinate investment. Additionally, we are responsible for the servicing and administration of the Mezzanine Investment. Because we receive first priority and a higher return than the purchaser, the partial sale and transfer of the financial interest does not qualify for sale accounting in accordance with GAAP. Therefore, we recorded the cash received from the purchaser as a liability, which is included in Mezzanine investment - participation sold in our Consolidated Balance Sheets in accordance with GAAP. Although the cash received is accounted for as a liability in accordance with GAAP, no amount is due to the purchaser until after we receive $ 134.0 million plus our annualized return. Tr ansaction costs have been deferred and presented as a direct reduction from the related liability in Mezzanine investment - participation sold in our Consolidated Balance Sheets . The cash flows associated with the Mezzanine investment - participation sold have been included in Cash Flows from Financing Activities in the Consolidated Statements of Cash Flows. In connection with the participation sold, the purchaser also made a $ 4.0 million non-refundable payment for the option to acquire the remaining 80 % for an additional $ 134 million plus our annualized return. The option expired unexercised in the quarter ended December 31, 2023. As a result, we recognized the non-refundable payment in Mezzanine investment income (loss), net in our Consolidated Statements of Operations. On a periodic basis, we assess the Mezzanine Investment for impairment. An investment is considered impaired if we determine that its fair value is less than the net carrying value of the investment on an other-than-temporary basis. We determined our Mezzanine Investment was impaired on an other-than-temporary basis after considering various factors, including the purchaser's option expiration, the loan’s maturity date, and the decline in value of the real estate collateral due to an increased capitalization rate. As a result, we have recognized a $ 158.0 million non-cash impairment to reduce the carrying value of the Mezzanine Investment to zero as of December 31, 2023. This non-cash impairment is inclusive of the 20 % non-controlling participation sold in June 2023. Although we do not expect proceeds from the Mezzanine Investment to exceed our first priority return requiring repayment of the $ 33.5 million received, we are unable to derecognize the Mezzanine investment - participation sold in accordance with GAAP. Prior to recording a non-cash impairment charge during the three months ended December 31, 2022, we recognized as income the net amounts earned on the Mezzanine Investment by AIR on its equity investment that were due to be paid to us when collected to the extent the income was supported by the change in the counterparty’s claim to the net assets of the underlying borrower. Th e income recognized primarily represented the interest accrued under the terms of the underlying Mezzanine Investment. Real Estate Acquisitions Upon the acquisition of real estate, we determine whether the purchase qualifies as an asset acquisition or, less frequently, meets the definition of an acquisition of a business. We generally recognize the acquisition of real estate or interests in partnerships that own real estate at our cost, including the related transaction costs, as asset acquisitions. F- 18 We allocate the cost of real estate acquired based on the relative fair value of the assets acquired and liabilities assumed. The fair value of these assets and liabilities is determined using valuation techniques that rely on Level 2 and Level 3 inputs within the fair value framework. We determine the fair value of tangible assets, such as land, buildings, furniture, fixtures, and equipment using valuation techniques that consider comparable market transactions, replacement costs, and other available information. We determine the fair value of identified intangible assets or liabilities, which typically relate to in-place leases, using valuation techniques that consider the terms of the in-place leases, current market data for comparable leases, and our experience in leasing similar real estate. The intangible assets or liabilities related to in-place leases are comprised of: (a) the value of the above- and below-market leases in-place, measured over the period, including probable lease renewals for below-market leases, for which the leases are expected to remain in effect; (b) the estimated unamortized portion of avoided leasing commissions and other costs that ordinarily would be incurred to originate the in-place leases; (c) the value associated with in-place leases during an estimated absorption period, which estimates rental revenue that would not have been earned had the leased space been vacant at the time of acquisition, assuming lease-up periods based on market demand and stabilized occupancy levels; and (d) tax abatement contract related intangibles, to the extent the property has them in place. The above and below-market lease intangibles are amortized to rental revenue over the expected remaining terms of the associated leases, which include reasonably assured renewal periods. Other intangible assets related to in-place leases are amortized to depreciation and amortization over the expected remaining terms of the associated leases. Capital Additions We capitalize costs, including certain indirect costs, incurred in connection with our capital additions activities, including redevelopments, other tangible apartment community improvements, and replacements of existing community components. Included in these capitalized costs are payroll costs associated with time spent by employees in connection with the planning, execution, and control of all capital addition activities at our communities. We characterize as “indirect costs” an allocation of certain department costs, including payroll, at the area operations and corporate levels that clearly relate to capital addition activities. We also capitalize interest, property taxes, and insurance during periods in which construction projects are in progress. We commence capitalization of costs, including certain indirect costs, incurred in connection with our capital addition activities, at the point in time when activities necessary to get communities, apartment homes, or leased spaces ready for their intended use begin. These activities include when communities, apartment homes or leased spaces are undergoing physical construction, as well as when homes or leased spaces are held vacant in advance of planned construction, provided that other activities such as permitting, planning, and design are in progress. We cease the capitalization of costs when the communities or components thereof are substantially complete and ready for their intended use, which is typically when construction has been completed and homes or leased spaces are available for occupancy. We charge costs including ordinary repairs, maintenance, and resident turnover costs to property operating expense, as incurred. For the years ended December 31, 2023, 2022, and 2021, we capitalized to buildings and improvements $ 39.7 million, $ 30.6 million, and $ 21.3 million of interest costs, respectively. For the years ended December 31, 2023, 2022, and 2021, we capitalized to buildings and improvements $ 14.3 m illion, $ 16.9 million, and $ 20.9 mi llion of indirect costs, respectively. Gain or Loss on Dispositions Gain or loss on dispositions are recognized when we no longer hold a controlling financial interest in the real estate and sufficient consideration has been received. Upon disposition, the related assets and liabilities are derecognized, and the gain or loss on disposition is recognized as the difference between the carrying amount of those assets and liabilities and the value of consideration received. For the years ended December 31, 2023, 2022, and 2021, we recognized total Gains on dispositions of real estate of $ 8.0 million, $ 175.9 million, and $ 0.0 million, respectively. Impairment of Real Estate and Other Long-Lived Assets Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of an asset may not be recoverable, we assess its recoverability by comparing the carrying amount to our estimate of the undiscounted future cash flows, excluding interest charges, of the community. If the carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the community. There were no such impairments for the years ended December 31, 2023, 2022, and 2021 . F- 19 Cash Equivalents We classify highly liquid investments with an original maturity of three months or less as cash equivalents. We maintain cash equivalents in financial institutions in excess of insured limits. We have not experienced any losses in these accounts in the past and believe that we are not exposed to significant credit risk because our accounts are deposited with major financial institutions. Supplemental cash flow information for the years ended December 31, 2023, 2022, and 2021 is as follows (in thousands): Year Ended December 31, 2023 2022 2021 SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid, net of amounts capitalized $ 32,795 $ 45,171 $ 43,800 Cash paid for income taxes 1,711 22,930 2,941 Non-cash transactions associated with acquisitions: Buildings and improvements — 11,109 — Intangible assets, net — 13,377 — Mark to market adjustment on an assumed construction loan — 363 — Right-of-use lease assets - finance leases — 15,036 — Other assets, net — 5,629 — Accrued liabilities and other — ( 1,854 ) ( 310 ) Lease liabilities - finance leases — 15,151 — Contributions from redeemable noncontrolling interests in consolidated real estate partnerships — 13,756 — Contributions from noncontrolling interest in consolidated real estate partnerships — — 3,159 Other non-cash investing and financing transactions: Right-of-use lease assets - operating leases 718 2,336 143 Lease liabilities - operating leases 718 1,587 — Issuance of seller financing in connection with disposition of real estate 17,432 — — Contribution of real estate to unconsolidated real estate partnerships 5,700 — — Accrued capital expenditures (at end of year) 40,340 41,435 25,686 Restricted Cash Restricted cash consists of tenant security deposits, capital replacement reserves, insurance reserves, and cash restricted as required by our debt agreements. Other Assets Other assets were comprised of the following amounts as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Other investments $ 65,066 $ 63,982 Deferred costs, deposits, and other 10,601 20,460 Prepaid expenses and real estate taxes 13,628 17,363 Intangible assets, net 13,494 14,160 Corporate fixed assets 10,669 8,371 Accounts receivable, net of allowances of $ 373 and $ 1,206 as of December 31, 2023 and December 31, 2022, respectively 4,804 4,079 Deferred tax assets 2,391 2,321 Due from third-party property manager 374 1,669 Due from affiliates 434 274 Total other assets, net $ 121,461 $ 132,679 F- 20 Other investments Other investments consist of passive equity investments in stock, property technology funds and IQHQ, a privately held life sciences real estate development company. We measure our investment in stock at fair value. We also measure our investments in property technology funds using the NAV practical expedient since they do not have readily determinable fair values. During the year ended December 31, 2023, we recognized unrealized gains on our investment in stock of $ 0.7 million, compared to unrealized losses of $ 6.1 million in 2022 and unrealized gains of $ 0.0 million in 2021. During the years ended December 31, 2023, 2022 and 2021, we recognized unrealized gains on our investments in property technology funds of $ 0.0 million, $ 0.3 million and $ 6.6 million, respectively. See Note 12 for discussion of our fair value measurements for these investments. We measure our investment in IQHQ at cost, less impairment if any needed, with subsequent adjustments for observable price changes of identical or similar investments of the same issuer since it does not have a readily determinable fair value. The carrying amount of our investment in IQHQ as of December 31, 2023 and 2022 was $ 59.7 million. During the year ended December 31, 2022, we recognized realized and unrealized gains on our investment in IQHQ totaling $ 5.7 million and $ 20.5 million resulting from a partial redemption of our investment during June 2022. No realized or unrealized gains or losses were recognized during the years ended December 31, 2023 and 2021. Intangibles Intangible assets are included in Other assets, net and intangible liabilities are included in Accrued liabilities and other in our Consolidated Balance Sheets . The following table details intangible assets and liabilities, net of accumulated amortization, for the years ended December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Intangible assets $ 25,950 $ 29,902 Less: accumulated amortization ( 12,456 ) ( 15,742 ) Intangible assets, net $ 13,494 $ 14,160 Below-market leases $ 4,175 $ 4,175 Less: accumulated amortization ( 4,146 ) ( 3,971 ) Intangible liabilities, net $ 29 $ 204 Based on the balance of intangible assets and liabilities as of December 31, 2023, the net aggregate amortization for the next five years and thereafter is expected to be as follows (in thousands): Intangible assets Intangible liabilities 2024 $ 711 $ 29 2025 892 — 2026 892 — 2027 892 — 2028 892 — Thereafter 9,215 — Total future amortization $ 13,494 $ 29 Accounts Receivable, net and Straight-line rent We present our accounts receivable and straight-line rent receivable net of allowances for amounts that may not be collected. The allowance is determined based on an assessment of whether substantially all of the amounts due from the resident or tenant is probable of collection. This includes a specific tenant analysis and aging analysis. Deferred Leasing Costs We defer leasing costs incremental to a lease that we would not have incurred if the contract had not been obtained. Amortization of these costs over the lease term on the same basis as lease income, is included in Depreciation and amortization in our Consolidated Statements of Operations . F- 21 Corporate Fixed Assets We capitalize qualified implementation costs incurred in a hosting arrangement that is a service contract for which we are the customer in accordance with the requirements for capitalizing costs incurred to develop internal-use software. These capitalized implementation costs are recorded within Other assets, net, and are amortized on a straight-line basis. We capitalized $ 4.7 million of implementation costs for the year ended December 31, 2023. Revenue from Leases We are a lessor for residential and commercial leases. Our operating leases with residents may provide that the resident reimburse us for certain costs, primarily the resident’s share of utilities expenses, incurred by the apartment community. Our operating leases with commercial tenants may provide that the tenant reimburse us for common area maintenance, real estate taxes, and other recoverable costs incurred by the commercial property. Residential and commercial reimbursements represent revenue attributable to non-lease components for which the timing and pattern of recognition is the same as the revenue for the lease components. Reimbursements and the related expenses are presented on a gross basis in our Consolidated Statements of Operations, with the reimbursements included in Rental and other property revenues in the period the recoverable costs are incurred. We recognize rental revenue attributed to lease components, net of any concessions, on a straight-line basis over the term of the lease. Debt Issuance Costs We defer, as debt issuance costs, lender fees and other direct costs incurred in obtaining new financing and amortize the amounts over the terms of the related loan agreements. In connection with the modification of existing financing arrangements, we defer lender fees and amortize these costs and any unamortized debt issuance costs over the term of the modified loan agreement. Debt issuance costs associated with non-recourse property debt are presented as a direct deduction from the related liabilities in our Consolidated Balance Sheets. For debt issuance costs associated with our revolving credit facilities and construction loans that have not been drawn we record the costs in Other assets, net in our Consolidated Balance Sheets and amortize the costs to Interest expense, on a straight-line basis over the term of the arrangement. Debt issuance costs associated with construction loans are reclassified as a direct deduction to the construction loan liability in proportion to any draws on the loans in our Consolidated Balance Sheets and subsequently amortized to Interest expense on a straight-line basis over the remaining term of the arrangement in our Consolidated Statements of Operations. When financing arrangements are repaid or otherwise extinguished prior to maturity, unamortized debt issuance costs are written off. Any lender fees or other costs incurred in connection with an extinguishment are recognized as expense. Amortization and write-off of debt issuance costs and other extinguishment costs are included in Interest expense in our Consolidated Statements of Operations. Depreciation and Amortization Depreciation for all tangible assets is calculated using the straight-line method over their estimated useful lives. Acquired buildings and improvements are depreciated over a useful life based on the age, condition, and other physical characteristics of the asset. Furniture, fixtures, and equipment are generally depreciated over five years . We depreciate capitalized costs using the straight-line method over the estimated useful life of the related improvement, which is generally 5 , 15 , or 30 y ears. We also capitalize payroll and other indirect costs incurred in connection with preparing an asset for its intended use. These costs include corporate-level costs that clearly relate to the capital addition activities, which we allocate to the applicable assets. All capitalized payroll costs and indirect costs are allocated to capital additions proportionately based on direct costs and depreciated over the estimated useful lives of such capital additions. Purchased equipment is recognized at cost and depreciated using the straight-line method over the estimated useful life of the asset, which is generally five years . Leasehold improvements are also recorded at cost and depreciated on a straight-line basis over the shorter of the asset’s estimated useful life or the term of the related lease. Certain homogeneous items that are purchased in bulk on a recurring basis, such as appliances, are depreciated using group methods that reflect the average estimated useful life of the items in each group. Except in the case of casualties, where the net book value of the lost asset is written off in the determination of casualty gains or losses, we generally do not recognize any loss in connection with the replacement of an existing community component because normal replacements are considered in determi ning the estimated useful lives used in connection with our composite and group depreciation methods. F- 22 Income Tax Benefit (Expense) Certain aspects of our operations, including our development and redevelopment activities, are conducted through taxable REIT subsidiaries, or TRS entities. Additionally, our TRS entities hold investments in one of our apartment communities and 1001 Brickell Bay Drive. Our income tax benefit (expense) calculated in accordance with GAAP includes income taxes associated with the income or loss of our TRS entities. Income taxes, as well as changes in valuation allowance and incremental deferred tax items in conjunction with intercompany asset transfers and internal restructurings (if applicable), are included in Income tax benefit (expense) in our C onsolidated Statements of Operations. 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 year ended December 31, 2023, we had consolidated net losses subject to tax of $ 15.2 million, compared to consolidated net income subject to tax of $ 88.8 million for the same period in 2022 , and consolidated net losses subject to tax of $ 31.4 million for the same period in 2021. For the year ended December 31, 2023, we recognized income tax benefit of $ 12.8 million, compared to income tax expense of $ 17.3 million for same period in 2022, and income tax benefit of $ 13.6 million for the same period in 2021. The year-over-year changes are due primarily to the GAAP income taxes associated with the net lease modification income recognized in 2022. Aimco has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 1994, and Aimco intends to continue to operate in such a manner. Aimco's current and continuing qualification as a REIT depends on its ability to meet the various requirements imposed by the Code, which are related to organizational structure, distribution levels, diversity of stock ownership and certain restrictions with regard to owned assets and categories of income. If Aimco qualifies for taxation as a REIT, it will generally not be subject to United States federal corporate income tax on its taxable income that is currently distributed to stockholders. This treatment substantially eliminates the “double taxation” (at the corporate and stockholder levels) that generally results from an investment in a corporation. Even if Aimco qualifies as a REIT, Aimco may be subject to United States federal income and excise taxes in various situations, such as on undistributed income. Aimco also will be required to pay a 100 % tax on any net income on non-arm’s length transactions between Aimco and a TRS and on any net income from sales of apartment communities that were held for sale in the ordinary course. The state and local tax laws may not conform to the United States federal income tax treatment, and Aimco may be subject to state or local taxation in various state or local jurisdictions, including those in which we transact business. Any taxes imposed on us reduce our operating cash flow and net income. Earnings per Share and per Unit Aimco and Aimco Operating Partnership calculate earnings per share and unit based on the weighted-average number of shares of Common Stock or OP Units, participating securities, common stock or common unit equivalents and dilutive convertible securities outstanding during the period. Aimco Operating Partnership considers both OP Units and equivalents, which have identical rights to distributions and undistributed earnings, to be common units for purposes of the earnings per unit computations. Please refer to Note 10 for further information regarding earnings per share and unit computations. Share-Based Compensation We measure the cost of employee services received in exchange for an award of an equity instrument based on the award’s fair value on the grant date and recognize the cost as share-based compensation expense over the period during which the employee is required to provide service in exchange for the award, which is generally the vesting period. Share-based compensation expense associated with awards is updated for actual forfeitures. For further discussion, see Note 11. Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the consolidated financial statements and accompanying notes thereto. Actual results could differ from those estimates. F- 23 Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" , which requires disclosure of incremental segment information, including segment expense categories, on an annual and interim basis. The new guidance is effective for the annual period ended December 31, 2024 and interim periods beginning in 2025. The amendments in the ASU apply retrospectively to all periods presented in the financial statement. The segment expense categories and amounts disclosed in prior periods are based on the significant expense categories identified and disclosed in the period of adoption. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. This amendment modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold, (2) the amount of income taxes paid (net of refunds received) (disaggregated by federal, state, and foreign taxes) as well as individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid net of refunds. (3) the income or loss from continuing operations before income tax expense or benefit (disaggregated between domestic and foreign) and (4) income tax expense or benefit from continuing operations (disaggregated by federal, state and foreign). The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, while retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures. Note 3 — Significant Transactions Dispositions During the years ended December 31, 2023, 2022, and 2021, we sold properties as summarized below (dollars in thousands): Year ended December 31, 2023 2022 2021 Number of properties sold 1 4 — Gain on sale of real estate $ 6,138 $ 175,863 $ — In December 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 mi llion. The financing matures at 18 months , with an option to extend for an additional six months . In addition, during the second quarter of 2023, we recognized a $ 1.9 million gain from the contribution of real estate to an unconsolidated joint venture. Note 4 — Lease Arrangements Aimco as Lessor 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. For the years ended December 31, 2023, 2022, and 2021, our total lease income was comprised of the following amounts for all residential and commercial property leases (in thousands): Year ended December 31, 2023 2022 2021 Fixed lease income $ 172,580 $ 176,080 $ 157,842 Variable lease income 13,892 13,654 11,487 Total lease income $ 186,472 $ 189,734 $ 169,329 F- 24 In general, our commercial leases have options to extend for a certain period of time at the tenant's option. Future minimum annual rental payments we will receive under commercial leases, excluding such extension options, are as follows as of December 31, 2023 (in thousands): Future Minimum Annual Rental Payments 2024 $ 12,167 2025 7,382 2026 4,904 2027 3,035 2028 1,295 Thereafter 1,106 Total $ 29,889 Generally, our residential leases do not provide extension options, so the average remaining term is less than one year . Our commercial leases, as of December 31, 2023, have an average remaining term of 2.2 years. Aimco as Lessee We are lessee to finance leases for the land underlying the development sites at Upton Place, Strathmore Square, and Oakshore. As of December 31, 2023 and 2022, our finance leases had weighted-average remaining terms of 93.4 years and 94.2 years, respectively, and weighted-average discount rates of 6.1 % and 6.1 %, respectively. For the year ended December 31, 2023, amortization related to finance leases was $ 0.0 million, net of amounts capitalized, compared to $ 6.7 million for the year ended December 31, 2022 and $ 8.3 million for the year ended December 31, 2021. In addition, for the year ended December 31, 2023, we capitalized $ 8.0 million of lease costs associated with active development and redevelopment projects on certain of the underlying pro perty and ground lease assets, compared to $ 8.5 million for the year ended December 31, 2022 and $ 22.7 million for the year ended December 31, 2021. For the year ended December 31, 2023, interest expense, net of amounts capitalized, related to our finance leases was $ 0.3 million compared to $ 7.5 million for the year ended December 31, 2022 , and $ 9.2 million for the year ended December 31, 2021. In June 2022, we, as lessee, and AIR, as lessor, entered into a lease termination agreement with respect to four leases entered into on January 1, 2021 that pertained to our North Tower of Flamingo Point, 707 Leahy, The Fremont, and Prism properties. This agreement terminated these four finance leases on September 1, 2022. Upon termination, both parties were released of any and all liabilities and obligations under each respective lease other than those liabilities and obligations, if any, that expressly survived termination. On September 1, 2022, we relinquished control of the leasehold improvements on these four properties as well as the underlying land. In exchange, AIR remitted a total of $ 200.0 million in consideration to us as termination payments. Because the termination agreement modified the expiration date of each lease to September 1, 2022, we accelerated depreciation on the associated leasehold improvements using lease terms that ended September 1, 2022. We recorded $ 85.7 million of total depreciation expense for the year ended December 31, 2022. In addition, we recognized Lease modification income of $ 207.0 million, which is included in our Consolidated Statements of Operations for the year ended December 31, 2022. Operating Lease Arrangements We have operating leases primarily for corporate office space. Substantially all of the payments under our office leases are fixed. As of December 31, 2023 and December 31, 2022, our operating leases had weighted-average remaining terms of 5.2 years and 6.3 years, respectively. As of December 31, 2023 and December 31, 2022, our operating leases had weighted-average discount rates of 3.3 % and 3.4 %, respectively. We record operating lease expense on a straight-line basis over the lease term. Total operating lease expense for the years ended December 31, 2023, 2022, and 2021 was $ 1.5 million, $ 1.1 million and $ 1.0 million, respectively. As of December 31, 2023 and December 31, 2022, operating lease right-of-use assets of $ 6.2 million and $ 6.7 million, respectively, are included in Other assets, net in our Consolidated Balance Sheets. As of December 31, 2023 and December 31, 2022, operating lease liabilities of $ 11.5 million and $ 12.8 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, F- 25 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 initial terms greater than 12 months are recorded as operating or finance leases in our Consolidated Balance Sheets . Office Space Sublease We have a sublease arrangement to provide space within our corporate office for fixed rents, which commenced on January 1, 2021 and expires on May 31, 2029 . For each year ended December 31, 2023, 2022, and 2021, we recognized sublease income of $ 1.4 million. Annual Future Minimum Lease Payments Combined minimum annual lease payments under operating and finance leases, and sublease income that offsets our operating lease rent, are as follows as of December 31, 2023 (in thousands): Sublease Income Operating Lease Future Minimum Rent Finance Leases Future Minimum Payments 2024 $ 1,413 $ 2,500 $ 3,921 2025 1,423 2,355 4,437 2026 1,433 2,341 4,954 2027 1,443 2,380 5,483 2028 1,453 2,181 5,596 Thereafter 630 805 1,427,620 Total $ 7,795 12,562 1,452,011 Less: Discount ( 1,079 ) ( 1,333,314 ) Total lease liabilities $ 11,483 $ 118,697 Note 5 — Varia ble 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 consolid ates, five 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. F- 26 In addition, we have eight unconsolidated VIEs for which we are not the primary beneficiary because we are not their primary decision maker. The eight 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 our two unconsolidated investments in land held for development in Miami, Florida and 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, 2023 and 2022 (in thousands, except for VIE count): As of December 31, 2023 As of December 31, 2022 Consolidated Unconsolidated Consolidated Unconsolidated Count of VIEs 5 8 5 8 Assets Net real estate $ 466,719 $ — $ 258,529 $ — Cash and cash equivalents 3,940 — 5,075 — Restricted Cash — — 1,747 — Mezzanine investment — — — 158,558 Interest rate options 3,253 — 3,900 — Unconsolidated real estate partnerships — 23,125 — 15,789 Notes receivable 17,432 — — — Right-of-use lease assets - finance leases 108,992 — 110,269 — Other assets, net 16,140 59,823 25,623 59,823 Liabilities Non-recourse property debt, net — — 22,689 — Construction loans, net 201,103 — 40,013 — Lease liabilities - finance leases 118,697 — 114,625 — Mezzanine investment - participation sold — 31,018 — — Accrued liabilities and other 35,881 — 26,003 — Note 6 —D ebt 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, 2023 and 2022 (in thousands): December 31, Maturity Date Contractual Interest Rate Range Weighted-Average Interest Rate Weighted-Average Interest Rate with Rate Caps 2023 2022 Fixed-rate property debt May 15, 2026 to June 1, 2033 1.00 % to 4.68 % 4.25 % $ 771,202 $ 774,293 Variable-rate property debt October 9, 2025 9.86 % 9.86 % 8.00 % 81,300 164,183 Total non-recourse property debt $ 852,502 $ 938,476 Assumed debt fair value adjustment, net of accumulated amortization 871 1,210 Debt issuance costs, net of accumulated amortization ( 7,075 ) ( 10,185 ) Total non-recourse property debt, net $ 846,298 $ 929,501 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, 2023, our property debt was secured by 19 properties. These non-recourse property debt instruments contain financial covenants common to the type of borrowing, and as of December 31, 2023, we believe we were in compliance with all such covenants. F- 27 As of December 31, 2023, the scheduled principal amortization and maturity payments for the non-recourse property debt were as follows (in thousands): Amortization Maturities Total 2024 $ 3,188 $ — $ 3,188 2025 3,303 81,300 84,603 2026 2,166 75,519 77,685 2027 1,596 — 1,596 2028 1,650 — 1,650 Thereafter 4,553 679,227 683,780 Total $ 16,456 $ 836,046 $ 852,502 Construction Loans Our construction loans, which are primarily non-recourse loans except for customary construction loan guarantees, are summarized in the following table as of December 31, 2023 and 2022 (in thousands): As of December 31, Maturity Date Contractual Interest Rate Range Weighted-Average Interest Rate Weighted-Average Interest Rate with Rate Caps 2023 2022 Fixed-rate construction loans December 23, 2025 to December 23, 2052 3.25 % to 13.00 % 11.55 % $ 41,829 $ 12,900 Variable-rate construction loans July 1, 2024 to December 23, 2025 8.11 % to 9.92 % 9.19 % 7.78 % 267,692 113,417 Total construction loans $ 309,521 $ 126,317 Assumed debt fair value adjustment, net of accumulated amortization ( 351 ) ( 363 ) Debt issuance costs, net of accumulated amortization ( 7,727 ) ( 7,256 ) Total construction loans, net $ 301,443 $ 118,698 Interest-only payments on our construction loans are generally payable monthly with balloon payments due at maturity. As of December 31, 2023, our construction debt was secured by 4 properties. These debt instruments contain financial covenants common to the type of borrowing, and as of December 31, 2023, we believe we were in compliance with all such covenants. As of December 31, 2023, the scheduled principal maturity payments, prior to the consideration of extension options, for the construction debt were as follows (in thousands): Principal Maturity Payments 2024 $ 100,700 2025 202,321 2026 — 2027 — 2028 — Thereafter 6,500 Total $ 309,521 Revolving Credit Facility In December 2020, we entered into a credit agreement that provides 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. We can request incremental commitments under the credit agreement up to an aggregate principal amount of $ 300.0 million. Our revolving secured credit facility matures in December 2024, prior to consideration of a one-year extension option. The revolving loans (other than the swingline) will bear interest, at our option, at a per annum rate equal to (a) SOFR plus a margin of 2.11448 % or (b) a base rate plus a margin of 1.00 %. F- 28 Swingline loans made under the revolving credit facility will bear interest at a per annum rate equal to the base rate plus a margin of 1.00 %. The base rate is defined as a fluctuating per annum rate of interest equal to the highest of (x) the overnight bank funding rate as reported by the Federal Reserve Bank of New York, plus 0.5 %, (y) PNC Bank, National Association’s prime rate and (z) the daily SOFR Rate plus 1.00 %. If the SOFR Rate determined under any referenced method would be less than 0.25 %, such rate shall be deemed 0.25 % . We may terminate or, from time to time, reduce the aggregate amount of commitments. As of December 31, 2023 , we had no outstanding balance on our secured revolving credit facility, the swingline sub-facility or the letter of credit sub-facility. Under our secured revolving credit facility, we have agreed to maintain a fixed charge coverage ratio of 1.25 x, minimum adjusted tangible net worth of $ 625.0 million, and maximum leverage of 60.0 % as defined in the credit agreement, among other customary covenants. We are in compliance with these covenants as of December 31, 2023. Notes Payable to AIR In July 2022, we completed the prepayment of $ 534.1 million of Notes Payable to AIR, which was entered into on December 14, 2020. As a result, we incurred $ 17.4 million of spread maintenance costs, which are included in Interest expense in our Consolidated Statements of Operations . For the years ended December 31, 2022, and 2021, we recognized interest expense of $ 13.7 million, and $ 27.8 million, respectively, associated with the Notes Payable to AIR, which is included in Interest expense in our Consolidated Statements of Operations . Note 7 — Inco me Taxes Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities of our taxable entities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax liabilities and assets as of December 31, 2023 and 2022 are as follows (in thousands): As of December 31, 2023 2022 Deferred tax liabilities: Real estate and real estate partnership basis differences $ 110,379 $ 119,621 Lease liability - finance lease 307 385 Other 245 120 Deferred tax assets: Right-of-use lease asset - finance lease 386 439 Other 3,363 3,703 Net operating, capital, and other loss carryforwards 3,953 1,109 Valuation allowance for deferred tax assets ( 4,664 ) ( 2,419 ) Net deferred tax liability $ 107,893 $ 117,294 Our policy is to include any interest and penalties related to income taxes within Income tax benefit (expense) in our Consolidated Statements of Operations . F- 29 Significant components of the income tax benefit (expense) including any interest and penalties related to income taxes are as follows and are classified within Income tax benefit (expense) in our Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021 (in thousands): 2023 2022 2021 Current: Federal $ 463 $ 12,499 $ 905 State ( 3,813 ) 5,840 ( 250 ) Total current ( 3,350 ) 18,339 655 Deferred: Federal ( 7,182 ) ( 934 ) ( 7,400 ) State ( 2,220 ) ( 141 ) ( 6,825 ) Total deferred ( 9,402 ) ( 1,075 ) ( 14,225 ) Total income tax expense (benefit) $ ( 12,752 ) $ 17,264 $ ( 13,570 ) 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 year ended December 31, 2023, we had consolidated net losses subject to tax of $ 15.2 million, compared to consolidated net income subject to tax of $ 88.8 million for the year ended December 31, 2022 and consolidated net loss subject to tax of $ 31.4 million for the year ended December 31, 2021. The reconciliation of income tax attributable to operations computed at the United States statutory rate to income tax benefit recognized for the years ended December 31, 2023, 2022, and 2021, is shown below (in thousands): 2023 2022 2021 Amount Percent Amount Percent Amount Percent Tax (benefit) expense at United States statutory rates on consolidated income or loss subject to tax $( 3,189 ) 21.0 % $ 18,641 21.0 % $( 6,591 ) 21.0 % US branch profits tax on earnings of foreign subsidiary ( 3,101 ) 20.4 % ( 1,965 ) ( 2.2 %) ( 1,084 ) 3.5 % State income tax, net of federal (benefit) expense ( 8,320 ) 54.8 % 4,590 5.2 % ( 7,075 ) 22.5 % Effects of permanent differences 96 ( 0.6 %) 209 0.2 % 197 ( 0.6 %) Uncertain tax positions — 0.0 % ( 4,945 ) ( 5.6 %) — 0.0 % Valuation allowance 2,270 ( 14.9 %) 1,109 1.2 % 840 ( 2.7 %) Other ( 508 ) 3.3 % ( 375 ) ( 0.4 %) 143 ( 0.5 %) Change in Tax Rate — 0 % — 0 % — 0 % Total income tax benefit $( 12,752 ) 84.0 % $ 17,264 19.4 % $( 13,570 ) 43.2 % Income taxes paid totaled approximately $ 1.7 million, $ 22.9 million, and $ 2.9 million for the years ended December 31, 2023, 2022, and 2021, respectively. At December 31, 2023, we had federal and state net operating loss carry forwards ("NOLs"), for which the deferred tax asset was approximately $ 3.9 million, before a valuation allowance of $ 3.4 million. T he NOLs expire in the years ended 2032 to 2042 . Subject to certain separate return limitations, we may use these NOLs to offset a portion of state 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, 2023, 2022, and 2021, tax attributes of dividends per share held for the entire year were estimated to be as follows (unaudited): 2023 2022 2021 Amount Percent Amount Percent Amount Percent Ordinary income $ — 0.0 % $ 0.01 53.5 % $ — 0.0 % Capital gains — 0.0 % 0.01 46.5 % — 0.0 % Qualified dividends — 0.0 % — 0.0 % — 0.0 % Unrecaptured § 1250 gain — 0.0 % — 0.0 % — 0.0 % Return of capital — 0.0 % — 0.0 % — 0.0 % Balance at December 31, $ — 0.0 % $ 0.02 100.0 % $ — 0.0 % F- 30 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): Because the statute of limitations has not yet elapsed, our United States federal income tax returns for the year ended December 31, 2020, and subsequent years and certain of our state income tax returns for the year ended December 31, 2020, 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. 2023 2022 Balance at January 1, $ 2,135 $ 7,038 Additions based on tax positions in prior years 52 427 Lapse of applicable statute of limitations ( 95 ) ( 5,330 ) Balance at December 31, $ 2,092 $ 2,135 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. We recognize the tax effects related to stock-based compensation through earnings in the period the compensation is recognized. Note 8 — Ai mco 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, 2023 . Aimco had 140,576,102 shares of C ommon Stock issued and outstanding at December 31, 2023. Stock Repurchases Aimco's Board has, from time to time, authorized Aimco to repurchase shares of its outstanding Common Stock. As of December 31, 2023, Aimco was authorized to repurchase up to 21.1 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 authorization has no expiration date. During the year ended December 31, 2023, Aimco repurchased approximately 6.2 million shares of its Common Stock at a weighted-average pric e of $ 7.33 per share. During the year ended December 31, 2022 , Aimco repurchased approximately 3.5 million shares of its Common Stock at a weighted-average price of $ 7.21 per share. No repurchases of Common Stock were made by Aimco during the year ended December 31, 2021. Cash Dividend 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. No dividends were paid during the year ended December 31, 2023. On September 30, 2022, Aimco paid a special cash dividend of $ 0.02 per share to stockholders of record on September 14, 2022 . 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. F- 31 Entities other than Aimco that hold OP Units receive distributions in an amount equivalent to the dividends paid to holders of Common Stock. During the year ended December 31, 2023, there were no OP Units redeemed in exchange for shares of Common Stock and approximately 149,000 OP Units were redeemed in exchange for cash at an aggregate weighted average price per unit of $ 7.24 . Note 10 — Earnings per Sh are 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 not included in the computation of diluted earnings per share and unit for the years ended December 31, 2021 and December 31, 2023, because the effect of their inclusion would be antidilutive. 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, 2022, because the effect of their inclusion was dilutive. As of December 31, 2023 , the Common Stock and OP Unit equivalents that could potentially dilute basic earnings per share or unit in future periods totaled 3.7 million and 8.0 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 not included in the computation of diluted earnings per share and unit for the years ended December 31, 2021 and December 31, 2023, because the effect of their inclusion would be antidilutive. Participating securities were included in the computation of diluted earnings per share and unit for the year ended December 31, 2022, because the effect of their inclusion was dilutive. As of December 31, 2023 , participating securities that could potentially dilute basic earnings per share or unit in future periods totaled 2.5 million. F- 32 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, 2023, 2022 and 2021, are as follows (in thousands, except per share and per unit data): Year ended December 31, 2023 2022 2021 Earnings per share Numerator: Net income (loss) attributable to Aimco $ ( 166,196 ) $ 75,726 $ ( 5,910 ) Net income (loss) allocated to Aimco participating securities — ( 1,087 ) — Net income (loss) attributable to Aimco common stockholders $ ( 166,196 ) $ 74,639 $ ( 5,910 ) Denominator - shares: Basic weighted-average common stock outstanding 143,618 149,395 149,480 Diluted share equivalents outstanding — 1,439 — Diluted weighted-average common stock outstanding 143,618 150,834 149,480 Earnings (loss) per share - basic $ ( 1.16 ) $ 0.50 $ ( 0.04 ) Earnings (loss) per share - diluted $ ( 1.16 ) $ 0.49 $ ( 0.04 ) Earnings per unit Numerator: Net income (loss) attributable to Aimco Operating Partnership $ ( 175,234 ) $ 79,657 $ ( 6,207 ) Net income (loss) allocated to Aimco Operating Partnership participating securities — ( 1,131 ) — Net income (loss) attributable to Aimco Operating Partnership's common unit holders $ ( 175,234 ) $ 78,526 $ ( 6,207 ) Denominator - units Basic weighted-average OP Units outstanding 151,371 157,317 157,701 Diluted OP Unit equivalents outstanding — 1,457 - Diluted weighted-average OP Units outstanding 151,371 158,774 157,701 Earnings (loss) per unit - basic $ ( 1.16 ) $ 0.50 $ ( 0.04 ) Earnings (loss) per unit - diluted $ ( 1.16 ) $ 0.49 $ ( 0.04 ) Note 11 — Share-Ba sed Compensation We have a stock award and incentive program to attract and retain employees and independent directors. As of December 31, 2023 , approximately 18.9 m illion 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 retain 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 is incurred by Aimco. The compensation expense related to these modified awards for employees of AIR is incurred by AIR. For the years ended December 31, 2023, 2022, and 2021, total compensation cost recognized for share-based awards was (in thousands): 2023 2022 2021 Share-based compensation expense (1) $ 9,221 $ 6,441 $ 3,377 Capitalized share-based compensation (2) 1,274 1,016 340 Total share-based compensation (3) $ 10,495 $ 7,457 $ 3,717 (1) Amounts are recorded in General and administrative expenses in our Consolidated Statements of Operations. (2) Amounts are recorded in Buildings and improvements in our Consolidated Balance Sheets. (3) Amounts are 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 Partner and Limited Partners in Aimco Operating Partnership's Consolidated Balance Sheets. F- 33 As of December 31, 2023, our share of total unvested compensation cost not yet recognized was $ 11.8 million. We expect to recognize this compensation cost over a weighted-average period of approximately 1.6 years. The aggregate fair value of the vested Restricted Stock Awards and LTIP I Units during each of the years ended December 31, 2023, 2022, and 2021 was $ 0.9 million, $ 0.6 million, and $ 0.6 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 of three to five 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 of three years . We refer to these awards as TSR Stock Options, TSR Restricted Stock, TSR LTIP I Units, and TSR LTIP II Units. Earned TSR-based awards, if any, will generally vest over a period of three to four 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 I Units, Time-Based LTIP II Units, TSR Stock Options, TSR Restricted Stock, TSR LTIP I Units and TSR LTIP II Units outstanding as of December 31, 2023 . The following two tables summarize activity for equity compensation for the year ended December 31, 2023. Unvested TSR Stock Options Time-Based Restricted Stock Awards TSR Restricted Stock Awards Number of Options Weighted-Average Exercise Price Number of Shares Weighted-Average Fair Value Number of Shares Weighted-Average Fair Value Outstanding at beginning of year 529,967 $ 6.78 2,154,138 $ 6.78 460,745 $ 8.45 Granted — — 442,162 7.52 525,704 7.51 Exercised — — N/A N/A N/A N/A Vested — — ( 87,587 ) 7.68 ( 4,995 ) 54.31 (1) Forfeited — — ( 33,533 ) 7.23 — — (1) Outstanding at end of year 529,967 $ 6.78 2,475,180 $ 6.87 981,454 $ 7.71 (1) Weighted-average grant date fair value is based off pre-Separation values when the awards were granted. Unvested LTIP I Units Unvested TSR LTIP II Units Unvested Time LTIP II Units Convertible LTIP II Units Number of Units Weighted-Average Fair Value (1) Number of Units Weighted-Average Conversion Metric Number of Units Weighted-Average Conversion Metric Number of Units Weighted-Average Conversion Metric Outstanding at beginning of year 7,186 $ 53.33 905,440 $ 5.52 563,334 $ 6.96 743,861 $ 7.44 Granted — — — — — — — — Exercised N/A N/A — — — — — — Vested ( 4,188 ) 53.28 ( 3,429 ) 6.12 ( 563,334 ) 6.96 566,763 6.95 Forfeited ( 704 ) 53.44 ( 1,476 ) 6.12 — — — — Outstanding at end of year 2,294 $ 53.39 900,535 $ 5.51 — $ — 1,310,624 $ 7.23 (1) Weighted-average grant date fair value is based off pre-Separation values when the awards were granted. 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, 2023. The aggregate intrinsic values for those that were exercisable or convertible and unvested were $ 0.8 million and $ 2.6 million, respectively. F- 34 The following table summarizes the unvested equity, exercisable stock options and convertible LTIP II units issued to our employees and employees of AIR that are potentially dilutive to Aimco and Aimco Operating Partnership as of December 31, 2023 (in thousands, except shares): Awards Aimco AIR Unvested Compensation Not Yet Recognized (1) Time-Based Stock Options — 786,413 $ — TSR Stock Options (2) 529,967 21,035 371 Time-Based Restricted Stock Awards 2,475,180 3,457 7,812 TSR Restricted Stock Awards 981,454 9,773 3,574 TSR LTIP I Units 2,294 — — TSR LTIP II Units (2) 900,535 1,000,045 25 Total awards 4,889,430 1,820,723 $ 11,782 (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 . (2) The weighted-average exercise price for stock options held by AIR employees is $ 4.59 per share. The weighted-average conversion metric for LTIP II Units held by AIR employees is $ 5.49 per unit. Determination of Grant-Date Fair Value Awards We estimated the fair value of TSR-based awards granted in 2023 and 2022 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 2023 and 2022. TSR Award Assumptions 2023 2022 Grant date market value of a common share $ 7.59 $ 6.96 Risk-free interest rate 3.89 %- 4.73 % 0.19 %- 1.38 % Dividend yield 0 % 0 % Expected volatility 34.08 %- 36.19 % 32.09 %- 33.04 % Derived vesting period of TSR Restricted Stock 3.0 3.0 Weighted average expected term of TSR Stock Options, TSR LTIP I Units, and TSR LTIP II Units N/A 4.9 Note 12 — Fair Val ue Measurements Recurring Fair Value Measurements 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 options in our Consolidated Balance Sheets . As of December 31, 2023, we held interest rate caps with a $ 627.4 million notional value. These instruments were acquired for $ 5.8 million, and the fair value of these instruments is $ 5.2 million as noted in the table below. During the year ended December 31, 2023, we monetized t he $ 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 options. Our interest rate options 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 options 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 options , and any proceeds are reflected in Proceeds from interest rate options in our Consolidated Statements of Cash Flows . F- 35 As of December 31, 2023 and 2022, we have investments in stock of $ 2.9 million and $ 1.2 million, respectively, classified within Level 1 of the GAAP fair value hierarchy. In addition, as of December 31, 2023 and 2022, we have investments in property technology funds of $ 2.5 million and $ 3.1 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. See Note 13 for further information regarding unfunded commitments related to these investments. The following table summarizes the fair value of our interest rate options, investments in stock, and our investments in real estate technology funds as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 As of December 31, 2022 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Interest rate options $ 5,237 $ — $ 5,237 $ — $ 62,259 $ — $ 62,259 $ — Investments in stock 2,868 2,868 — — 1,179 1,179 — — Investments in real estate technology funds (1) 2,508 — — — 3,117 — — — (1) Investments measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy. Nonrecurring Fair Value Measurements During the years ended December 31, 2023 and 2022, 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 and $ 158.6 million, respectively . 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 % compared to 3.75 % as of December 31, 2023 and 2022, respectively. These assumptions are based on Level 3 inputs. See Note 2 for further details. Fair Value Disclosures We believe that the carrying value of the consolidated amounts of cash and cash equivalents, restricted cash, accounts receivables and payables approximated their fair value as of December 31, 2023 and 2022, due to their relatively short-term nature and high probability of realization. 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 construction loans within Level 2 of the GAAP valuation hierarchy based on the significance of certain of the unobservable inputs used to estimate their fair value. The following table summarizes carrying value and fair value of our non-recourse property debt and construction loans as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 As of December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Non-recourse property debt $ 852,502 $ 807,240 $ 938,476 $ 878,804 Construction loans 309,521 309,170 126,317 125,954 Total $ 1,162,023 $ 1,116,410 $ 1,064,793 $ 1,004,758 Note 13 — Commitm ents and Contingencies Commitments In connection with our development, redevelopment, and other capital additions activities, we have entered into various construction-related contracts, and have made commitments to complete development and redevelopment of certain real estate, pursuant to financing or other arrangements. As of December 31, 2023, we had remaining commitments for construction-related contracts of $ 63.8 million, with $ 124.2 million undrawn on our construction loans. As of December 31, 2023, we have remaining commitments of $ 3.0 million related to our unconsolidated joint ventures, which we expect to fund over the next twelve months. In addition, we have remaining commitments of $ 2.0 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. F- 36 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 of one 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 — Busi ness Segments We have three segments: (i) Development and Redevelopment; (ii) Operating; and (iii) Other. Our Development and Redevelopment segment consists of properties that are under construction or have not achieved stabilization, as well as land held for development. As of December 31, 2023 , our Development and Redevelopment segment consists of 11 properties, three of which were under construction. Our Operating segment includes 21 residential apartment communities with 5,600 apartment homes that have achieved a stabilized level of operations as of January 1, 2022 and maintained it throughout the current year and comparable period. We aggregate all our apartment communities that have reached stabilization into our Operating segment. During the first quarter of 2023, we reclassified one residential apartment community from the Other segment to the Operating segment because it reached stabilization. During the fourth quarter of 2023, we sold one land parcel from the Development and Redevelopment segment, which resulted in its removal from the segment. Prior period segment information has been recast based upon our current segment population, and is consistent with how our chief operating decision maker ("CODM") evaluates the business. The recast conforms with our reportable segment classification as of December 31, 2023. Our Other segment consists of properties currently owned that are not included in our Development and Redevelopment or Operating segments. Our Other segment includes 1001 Brickell Bay Drive, our only office building, and St. George Villas. Our CODM uses cash flow, construction timeline to completion, and actual versus budgeted results to evaluate our properties in our Development and Redevelopment segment. Our CODM uses proportionate property net operating income to assess the operating performance of our Operating segment. Proportionate property net operating income is defined as our share of rental and other property revenues, excluding utility reimbursements, less direct property operating expenses, including utility reimbursements, for the consolidated communities; but • excluding the results of four apartment communities with an aggregate 142 apartment homes that we neither manage nor consolidate, our investment in IQHQ and the Mezzanine Investment; a nd • excluding property management costs and casualty gains or losses, reported in consolidated amounts, in our assessment of segment performance. F- 37 The following tables present the results of operations of consolidated properties with our segments reported on a proportionate basis for the years ended December 31, 2023, 2022, and 2021 (in thousands): Development and Redevelopment Operating Other Proportionate and Other Adjustments (1) Corporate and Amounts Not Allocated to Segments (2) Consolidated Year Ended December 31, 2023 Rental and other property revenues $ 15,744 $ 149,768 $ 14,482 $ 6,969 $ 32 $ 186,995 Property operating expenses 10,271 44,054 5,726 7,030 6,631 73,712 Other operating expenses not allocated to segments (3) — — — — 101,699 101,699 Total operating expenses 10,271 44,054 5,726 7,030 108,330 175,411 Proportionate property net operating income (loss) 5,473 105,714 8,756 ( 61 ) ( 108,298 ) 11,584 Other items included in income before income tax (4) — — — — ( 181,655 ) ( 181,655 ) Income (loss) before income tax $ 5,473 $ 105,714 $ 8,756 $ ( 61 ) $ ( 289,953 ) $ ( 170,071 ) Development and Redevelopment Operating Other Proportionate and Other Adjustments (1) Corporate and Amounts Not Allocated to Segments (2) Consolidated Year Ended December 31, 2022 Rental and other property revenues $ 919 $ 138,137 $ 15,116 $ 6,097 $ 30,075 $ 190,344 Property operating expenses 2,194 41,410 4,993 6,074 17,121 71,792 Other operating expenses not allocated to segments (3) — — — — 198,640 198,640 Total operating expenses 2,194 41,410 4,993 6,074 215,761 270,432 Proportionate property net operating income (loss) ( 1,275 ) 96,727 10,123 23 ( 185,686 ) ( 80,088 ) Other items included in income before income tax (4) — — — — 189,510 189,510 Income (loss) before income tax $ ( 1,275 ) $ 96,727 $ 10,123 $ 23 $ 3,824 $ 109,422 Development and Redevelopment Operating Other Proportionate and Other Adjustments (1) Corporate and Amounts Not Allocated to Segments (2) Consolidated Year Ended December 31, 2021 Rental and other property revenues $ 2,036 $ 123,257 $ 13,605 $ 5,256 $ 25,682 $ 169,836 Property operating expenses 1,446 39,694 4,336 5,199 16,938 67,613 Other operating expenses not allocated to segments (3) — — — — 117,863 117,863 Total operating expenses 1,446 39,694 4,336 5,199 134,801 185,476 Proportionate property net operating income (loss) 590 83,563 9,269 57 ( 109,119 ) ( 15,640 ) Other items included in income before income tax (4) — — — — ( 2,910 ) ( 2,910 ) Income (loss) before income tax $ 590 $ 83,563 $ 9,269 $ 57 $ ( 112,029 ) $ ( 18,550 ) (1) Represents adjustments for noncontrolling interests in consolidated real estate partnerships' share of the results of consolidated communities in our segments, which are included in the related consolidated amounts, but excluded from proportionate property net operating income for our segment evaluation. Also includes 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 or held for sale at the end of the period, 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) Other operating expenses not allocated to segments consists of depreciation and amortization general and administrative expense. (4) Other items included in Income before income tax benefit (expense) consists primarily of lease modification income, gain on disposition of real estate, interest expense, mezzanine investment income (loss), net, realized and unrealized gains (losses) on interest rate options, and realized and unrealized gains (losses) on equity investments. F- 38 Net real estate and non-recourse property debt, net, of our segments as of December 31, 2023 and 2022, were as follows (in thousands): Development and Redevelopment Operating Other Corporate (1) Total As of December 31, 2023 Buildings and improvements $ 719,880 $ 709,051 $ 164,871 $ — $ 1,593,802 Land 208,323 262,409 150,089 — 620,821 Total real estate 928,203 971,460 314,960 — 2,214,623 Accumulated depreciation ( 15,793 ) ( 489,206 ) ( 75,803 ) — ( 580,802 ) Net real estate $ 912,410 $ 482,254 $ 239,157 $ — $ 1,633,821 Non-recourse property debt and construction loans, net $ 301,443 $ 765,372 $ 80,926 $ — $ 1,147,741 Development and Redevelopment Operating Other Corporate (1) Total As of December 31, 2022 Buildings and improvements $ 447,101 $ 708,665 $ 164,400 $ 2,215 $ 1,322,381 Land 211,817 262,409 150,125 16,751 641,102 Total real estate 658,918 971,074 314,525 18,966 1,963,483 Accumulated depreciation ( 2,378 ) ( 468,428 ) ( 59,916 ) — ( 530,722 ) Net real estate $ 656,540 $ 502,646 $ 254,609 $ 18,966 $ 1,432,761 Non-recourse property debt and construction loans, net $ 190,133 $ 767,513 $ 80,550 $ 10,003 $ 1,048,199 (1) During the year ended December 31, 2022, certain properties were sold or reclassified as held for sale, and therefore are not included in our segment balance sheets at year end. There were no such sales or reclassifications of properties during the year ended December 31, 2023. We added a Corporate segment to the tables above for presentation purposes to display these assets and the associated debt as of December 31, 2023 and 2022 , respectively. Capital additions within our segments for the years ended December 31, 2023, 2022 and 2021, were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Development and Redevelopment $ 272,127 $ 244,733 $ 136,139 Operating 13,333 24,689 10,005 Other 851 1,743 693 Corporate amounts not allocated to segments (1) 6,610 2,215 75,215 Total capital additions $ 292,921 $ 273,380 $ 222,052 (1) During the years ended December 31, 2023, 2022 and 2021, certain capital additions pertained to properties that were sold or reclassified as held for sale, and therefore are not included in our segments as capital additions at those respective year ends. We added a Corporate segment to the table above for presentation purposes to display these capital additions as of December 31, 2023, 2022 and 2021 , respectively. In addition to the amounts disclosed in the tables above, as of December 31, 2023, the Development and Redevelopment segment right-of-use lease assets and lease liabilities aggregated to $ 109.0 million and $ 118.7 million, respectively, and as of December 31, 2022, aggregated to $ 110.3 million and $ 114.6 m illion, respectively. As of December 31, 2023, right-of-use lease assets and lease liabilities primarily related to our investments in Upton Place, Strathmore and Oak Shore. F- 39 APARTMENT INVESTMENT AND MANAGEMENT COMPANY AIMCO OP L.P. SCHEDULE III: REAL ESTATE AN D ACCUMULATED DEPRECIATION December 31, 2023 (In Thousands) (2) Gross Amount at Which Initial Costs Costs Capitalized Carried at Close of Period (3) (4) (5) (1) Buildings and Total Initial Subsequent to Buildings and Total Carrying Accumulated Date Location Encumbrances Land Improvements Acquisition Costs Acquisition Land Improvements Value Depreciation Acquired Operating: 118-122 West 23rd Street New York, NY 16,472 14,985 23,459 38,444 5,811 14,985 29,270 44,255 ( 12,768 ) Jun 2012 173 E. 90th Street New York, NY 12,138 12,066 4,535 16,601 9,021 12,067 13,555 25,622 ( 7,447 ) May 2004 237-239 Ninth Avenue New York, NY 6,148 8,495 1,866 10,361 2,160 8,494 4,027 12,521 ( 2,798 ) Mar 2005 1045 on the Park Apartments Homes Atlanta, GA 6,007 2,793 6,662 9,455 1,446 2,793 8,108 10,901 ( 2,998 ) Jul 2013 2200 Grace Lombard, IL 11,193 642 7,788 8,430 310 642 8,098 8,740 ( 5,830 ) Aug 2018 Bank Lofts Denver, CO 18,540 3,525 9,045 12,570 5,498 3,525 14,543 18,068 ( 9,506 ) Apr 2001 Bluffs at Pacifica, The Pacifica, CA — 8,108 4,132 12,240 17,924 8,108 22,056 30,164 ( 15,327 ) Oct 2006 Elm Creek Elmhurst, IL 78,095 5,910 30,830 36,740 31,386 5,910 62,216 68,126 ( 42,430 ) Dec 1997 Evanston Place Evanston, IL 46,670 3,232 25,546 28,778 18,291 3,232 43,837 47,069 ( 26,822 ) Dec 1997 Hillmeade Nashville, TN 46,026 2,872 16,070 18,942 22,704 2,872 38,774 41,646 ( 28,777 ) Nov 1994 Hyde Park Tower Chicago, IL 29,484 4,731 14,927 19,658 15,850 4,731 30,777 35,508 ( 18,054 ) Oct 2004 Plantation Gardens Plantation, FL 60,133 3,773 19,443 23,216 23,863 3,773 43,306 47,079 ( 32,870 ) Oct 1999 Royal Crest Estates Warwick, RI — 22,433 24,095 46,528 7,365 22,433 31,460 53,893 ( 26,018 ) Aug 2002 Royal Crest Estates Nashua, NH 173,435 68,230 45,562 113,792 18,536 68,231 64,097 132,328 ( 56,642 ) Aug 2002 Royal Crest Estates Marlborough, MA 69,918 25,178 28,786 53,964 13,920 25,178 42,706 67,884 ( 36,076 ) Aug 2002 Waterford Village Bridgewater, MA — 29,110 28,101 57,211 13,151 29,110 41,252 70,362 ( 35,370 ) Aug 2002 Eldridge Elmhurst, IL 26,691 3,483 35,706 39,189 68 3,483 35,774 39,257 ( 3,107 ) Aug 2021 Wexford Village Worcester, MA — 6,349 17,939 24,288 5,910 6,349 23,849 30,198 ( 18,364 ) Aug 2002 Willow Bend Rolling Meadows, IL 43,501 2,717 15,437 18,154 18,997 2,717 34,434 37,151 ( 29,115 ) May 1998 Yacht Club at Brickell Miami, FL 79,691 31,362 32,214 63,576 21,779 31,363 53,992 85,355 ( 32,845 ) Dec 2003 Yorktown Apartments Lombard, IL 46,857 2,414 10,374 12,788 52,546 2,413 62,921 65,334 ( 46,041 ) Dec 1999 Total Operating 770,999 262,408 402,517 664,925 306,536 262,409 709,052 971,461 ( 489,205 ) Development and redevelopment: Benson Hotel & faculty Club, The Aurora, CO — 1,815 4,414 6,229 70,999 1,503 75,725 77,228 ( 4,204 ) Jan 2021 Bioscience 4 Aurora, CO — — — — 4,173 — 4,173 4,173 — Feb 2023 Hamilton House Miami, FL — 11,467 — 11,467 11,325 11,467 11,325 22,792 — Jul 2021 One Edgewater Miami, FL — 20,045 — 20,045 4,633 19,847 4,831 24,678 — Jul 2021 Flying Horse Colorado Springs, CO — 4,257 — 4,257 3,818 4,269 3,806 8,075 — Jul 2021 Hamilton, The Miami, FL 100,323 45,239 34,891 80,130 114,338 43,307 151,161 194,468 ( 10,637 ) Aug 2020 Oak Shore Corte Madera, CA 5,148 — — — 42,050 — 42,050 42,050 ( 39 ) Jun 2021 Upton Place Washington, DC 121,298 — 21,280 21,280 258,881 — 280,161 280,161 ( 910 ) Dec 2020 Strathmore Phase I Washington, DC 74,673 — — — 110,646 — 110,646 110,646 — Feb 2022 300 W. Broward Blvd. Ft. Lauderdale, FL — 21,355 — 21,355 14,814 21,024 15,145 36,169 — Jan 2022 Fitzsimons Phase Four Aurora, CO — 2,016 — 2,016 1,187 2,040 1,163 3,203 — Dec 2022 Sears Parcel 1 Ft. Lauderdale, FL — 68,485 — 68,485 14,932 68,484 14,933 83,417 — Jun 2022 Sears Parcel 2 Ft. Lauderdale, FL — 20,737 — 20,737 2,519 20,573 2,683 23,256 — Jul 2022 Sears Parcel 3 Ft. Lauderdale, FL — 16,402 — 16,402 1,485 15,809 2,078 17,887 — Jun 2022 Total Development and redevelopment 301,442 211,818 60,585 272,403 655,800 208,323 719,880 928,203 ( 15,790 ) Other: St. George Villas St. George, SC 203 108 1,024 1,132 446 71 1,507 1,578 ( 1,398 ) Jan 2006 1001 Brickell Bay Drive Miami, FL 81,300 150,018 152,791 302,809 10,572 150,018 163,363 313,381 ( 74,409 ) Jul 2019 Total Portfolio 1,153,944 624,352 616,917 1,241,269 973,354 620,821 1,593,802 2,214,623 ( 580,802 ) (1) Encumbrances are presented before reduction for debt issuance costs. (2) Includes costs capitalized since acquisition or date of initial acquisition of the community. (3) The aggregate cost of land and depreciable property for federal income tax purposes was a pproximately $ 1.7 billion as of December 31, 2023. (unaudited) (4) Depreciable life for buildings and improvements ranges from five to 30 years and is calculated on a straight-line basis. (5) Date we acquired the apartment community or first acquired the partnership that owns the community. F- 40 APARTMENT INVESTMENT AND MANAGEMENT COMPANY AIMCO OP L.P. SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION For the Years Ended December 31, 2023, 2022, and 2021 (In Thousands) 2023 2022 2021 Total real estate balance at beginning of year $ 1,963,483 $ 1,791,499 $ 1,500,269 Additions during the year: Acquisitions 1,893 146,236 69,178 Capital additions 292,921 273,380 222,052 Dispositions ( 30,347 ) ( 233,308 ) — Write-offs of fully depreciated assets and other ( 13,327 ) ( 14,324 ) — Total real estate balance at end of year $ 2,214,623 $ 1,963,483 $ 1,791,499 Accumulated depreciation balance at beginning of year $ 530,722 $ 561,115 $ 495,010 Depreciation 63,407 143,983 66,105 Dispositions — ( 160,052 ) — Write-offs of fully depreciated assets and other ( 13,327 ) ( 14,324 ) — Accumulated depreciation balance at end of year $ 580,802 $ 530,722 $ 561,115 F- 41