What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2024-05-08 compared with 2023-11-06 · 37 added, 42 removed, 42 unchanged (65% of the section changed)

1 unchanged sentence

Unregistered Sales of Equity Securities

From time to time, we may issue shares of our Common Stock in exchange for OP Units, defined under the Aimco Operating Partnership heading below.

From time to time, Aimco may issue shares of its Common Stock in exchange for OP Units, defined under the Aimco Operating Partnership heading below.

Such shares are issued based on an exchange ratio of one share for each OP Unit.

We may also issue shares of our Common Stock in exchange for limited partnership interests in consolidated real estate partnerships.

During the three months ended September 30, 2023, no shares of Common Stock were issued in exchange for OP Units in such transactions.

Aimco may also issue shares of its Common Stock in exchange for limited partnership interests in consolidated real estate partnerships.

During the three months ended March 31, 2024, no shares of Common Stock were issued in exchange for OP Units in such transactions.

Had any such shares been issued, the issuances would have been effected in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

In addition to any issuances pursuant to transactions of the types discussed above, there were no unregistered sales of equity securities made by Aimco during the quarter ended March 31, 2024.

Repurchases of Equity Securities

The following table summarizes Aimco's share repurchase for the three months ended September 30, 2023.

The following table summarizes Aimco's share repurchases, for the three months ended March 31, 2024, all of which were part of publicly announced programs:

Fiscal Period

3 unchanged sentences

Maximum Number of Shares That May Yet Be Purchased Under Plans or Programs (1)

July 1 - 31, 2023

August 1 - 31, 2023

September 1 - 30, 2023

(1) Our Board of Directors has, from time to time, authorized us to repurchase shares of our outstanding Common Stock.

This authorization has no expiration date.

January 1 - 31, 2024

February 1 - 29, 2024

March 1 - 31, 2024

(1) Aimco's Board of Directors (the "Board") has, from time to time, authorized Aimco to repurchase shares of its outstanding Common Stock.

These repurchases may be made from time to time in the open market or in privately negotiated transactions.

Subsequent to quarter end, the Board of Directors increased the number of shares authorized for repurchase to 30 million, doubling the size of the previous authorization.

These share repurchase authorizations have no expiration date.

Aimco Operating Partnership

There is no public market for OP Units, and we have no intention of listing OP Units on any securities exchange.

In addition, Aimco Operating Partnership’s Partnership Agreement restricts the transferability of OP Units.

On November 3, 2023, there were 157,757,324 OP Units and equivalents outstanding (of which 145,759,672 were held by us), that were held by 2,029 unitholders of record.

There is no public market for OP Units, and Aimco Operating Partnership has no intention of listing OP Units on any securities exchange.

In addition, Aimco Operating Partnership’s Partnership Agreement restricts the transferability of OP Units.

On May 7, 2024, there were 156,730,743 OP Units and equivalents outstanding (of which 144,827,125 were held by Aimco), that were held by 1,966 unitholders of record.

Unregistered Sales of Equity Securities

Aimco Operating Partnership did not issue any unregistered OP Units during the three months ended September 30, 2023.

Aimco Operating Partnership did not issue any unregistered OP Units during the three months ended March 31, 2024.

Repurchases of Equity Securities

Aimco Operating Partnership’s Partnership Agreement generally provides that after holding OP Units for one year, limited partners other than Aimco have the right to redeem their OP Units for cash or, at our election, shares of our Common Stock on a one-for-one basis (subject to customary antidilution adjustments).

During the three months ended September 30, 2023, no common OP Units were redeemed in exchange for shares of Common Stock.

The following table summarizes repurchases, or redemptions in exchange for cash, of the Aimco Operating Partnership’s equity securities for the three months ended September 30, 2023.

Aimco Operating Partnership’s Partnership Agreement generally provides that after holding OP Units for one year, limited partners other than Aimco have the right to redeem their OP Units for cash or, at its election, shares of Aimco Common Stock on a one-for-one basis (subject to customary antidilution adjustments).

During the three months ended March 31, 2024, no OP Units were redeemed in exchange for shares of Common Stock and 36,907 OP Units were redeemed in exchange for cash at an aggregate weighted average price per unit of $7.74.

The following table summarizes repurchases, or redemptions in exchange for cash, of the Aimco Operating Partnership’s equity securities for the three months ended March 31, 2024:

Fiscal Period

3 unchanged sentences

Maximum Number of Units That May Yet Be Purchased Under Plans or Programs (1)

July 1 - 31, 2023

August 1 - 31, 2023

September 1 - 30, 2023

(1) The terms of the Aimco Operating Partnership’s Partnership Agreement do not provide for a maximum number of units that may be repurchased, and other than the express terms of its Partnership Agreement, the Aimco Operating Partnership has no publicly announced plans or programs of repurchase.

However, for Aimco to repurchase shares of its Common Stock, the Aimco Operating Partnership must make a concurrent repurchase of its common partnership units held by Aimco at a price per unit that is equal to the price per share Aimco pays for its Common Stock.

January 1 - 31, 2024

February 1 - 29, 2024

March 1 - 31, 2024

However, for Aimco to repurchase shares of its Common Stock, the Aimco Operating Partnership must make a concurrent repurchase of its OP Units held by Aimco at a price per unit that is equal to the price per share Aimco pays for its Common Stock.

Dividend and Distribution Payments

As a REIT, Aimco is required to distribute annually to holders of shares of its Common Stock at least 90.0% of its “real estate investment trust taxable income,”

which, as defined by the Code and United States Department of Treasury regulations, is generally equivalent to net taxable ordinary income.

Aimco’s Board of Directors determines and declares Aimco's dividends.

In making a dividend determination, Aimco’s Board of Directors considers a variety of factors, including REIT distribution requirements;

As a REIT, Aimco is required to distribute annually to holders 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.

Our Board determines and declares Aimco's dividends.

In making a dividend determination, our Board considers a variety of factors, including REIT distribution requirements;

current market conditions;

2 unchanged sentences

The following exhibits are filed with this report:

Charter –

Articles of Amendment and Restatement (Exhibit 3.1 to Aimco’s Current Report on Form 8-K, dated October 2, 2023, is incorporated herein by this reference)

Charter – Articles of Amendment and Restatement (Exhibit 3.1 to Aimco’s Current Report on Form 8-K, dated October 2, 2023, is incorporated herein by this reference)

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).

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)

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)

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 –

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 –

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 –

Aimco Operating Partnership

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 –

Aimco Operating Partnership

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)

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco Operating Partnership

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco Operating Partnership

Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 –

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Aimco

Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 –

Aimco Operating Partnership

The following materials from Aimco’s and Aimco Operating Partnership’s combined Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language):

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Aimco Operating Partnership

The following materials from Aimco’s and Aimco Operating Partnership’s combined Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language):

(i) condensed consolidated balance sheets;

(ii) condensed consolidated statements of operations;

(iii) condensed consolidated statements of equity and partners’

(iii) condensed consolidated statements of equity and partners’ capital;

(iv) condensed consolidated statements of cash flows;

12 unchanged sentences

Senior Vice President and Chief Accounting Officer

November 6, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities