APARTMENT INVESTMENT & MANAGEMENT CO 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY S ECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES Aimco Unregistered Sales of Equity Securities 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. 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 September 30, 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 three months ended September 30, 2024. 40 Table of Contents Repurchases of Equity Securities The following table summarizes Aimco's share repurchases, for the three months ended September 30, 2024, all of which were part of publicly announced programs: Fiscal Period Total Number of Shares Repurchased Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under Plans or Programs (1) July 1 - 31, 2024 263,423 $ 8.33 263,423 16,937,925 August 1 - 31, 2024 100,200 8.69 100,200 16,837,725 September 1 - 30, 2024 9,802 8.74 9,802 16,827,923 Total 373,425 $ 8.43 373,425 (1) On July 28, 2022, Aimco announced that its Board of Directors (the "Board") authorized Aimco to repurchase up to 15 million shares of its outstanding Common Stock. On November 6, 2023, Aimco announced that the Board authorized Aimco to repurchase up to an additional 15 million shares of its outstanding Common Stock, for a total of 30 million shares. Subject to certain blackout restrictions, these repurchases may be made from time to time in the open market or in privately negotiated transactions. These share repurchase authorizations have no expiration date. Aimco Operating Partnership 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 November 6, 2024, there were 153,125,096 OP Units and equivalents outstanding (of which 141,269,368 were held by Aimco), that were held by 1,917 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, 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 Aimco's election, shares of Aimco Common Stock on a one-for-one basis (subject to customary antidilution adjustments). During the three months ended September 30, 2024, no OP Units were redeemed in exchange for shares of Common Stock and 33,496 OP Units were redeemed in exchange for cash at an aggregate weighted average price per unit of $8.50. 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, 2024: Fiscal Period Total Number of Units Repurchased Weighted Average Price Paid per Unit Total Number of Units Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Units That May Yet Be Purchased Under Plans or Programs (1) July 1 - 31, 2024 — $ — N/A N/A August 1 - 31, 2024 — — N/A N/A September 1 - 30, 2024 33,496 8.50 N/A N/A Total 33,496 $ 8.50 (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 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 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; liquidity needs; and other uses of cash, such as deleveraging and accretive investment activities. 41 Table of Contents ITEM 6. E XHIBITS The following exhibits are filed with this report: EXHIBIT NO. DESCRIPTION 3.1 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) 3.2 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). 3.3 Articles Supplementary of Apartment Investment Management Company (Exhibit 3.1 to Aimco’s Current Report on Form 8-K, dated December 15, 2020, is incorporated herein by this reference) 10.1 Amended and Restated Agreement of Limited Partnership of Aimco OP L.P., effective as of December 14, 2020 (Exhibit 10.1 to Aimco’s Current Report on Form 8-K, dated December 15, 2020, is incorporated herein by this reference) 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco 31.3 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco Operating Partnership 31.4 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Aimco Operating Partnership 32.1 Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Aimco 32.2 Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Aimco Operating Partnership EXHIBIT NO. DESCRIPTION 101 The following materials from Aimco’s and Aimco Operating Partnership’s combined Quarterly Report on Form 10-Q for the quarterly period ended September 30, 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’ capital; (iv) condensed consolidated statements of cash flows; and (v) notes to condensed consolidated financial statements. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 42 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ H. Lynn C. Stanfield H. Lynn C. Stanfield Executive Vice President and Chief Financial Officer By: /s/ Kellie E. Dreyer Kellie E. Dreyer Senior Vice President and Chief Accounting Officer AIMCO OP L.P. By: Aimco OP GP, LLC, its General Partner By: /s/ H. Lynn C. Stanfield H. Lynn C. Stanfield Executive Vice President and Chief Financial Officer By: /s/ Kellie E. Dreyer Kellie E. Dreyer Senior Vice President and Chief Accounting Officer Date: November 7, 2024 43