APARTMENT INVESTMENT & MANAGEMENT CO 10-Q

ITEM 4. CONTROLS 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 Aimco’s 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 were effective. Changes in Internal Control Over Financial Reporting There were no changes in Aimco’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, Aimco’s internal control over financial reporting. Aimco Operating Partnership Disclosure Controls and Procedures Aimco Operating Partnership’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of both Aimco and Aimco OP GP, LLC, Aimco Operating Partnership’s general partner, has evaluated the effectiveness of Aimco Operating Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer of Aimco OP GP, LLC have concluded that, as of the end of such period, Aimco Operating Partnership’s disclosure controls and procedures are effective. 46 Table of Contents Changes in Internal Control Over Financial Reporting There were no changes in Aimco Operating Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, Aimco Operating Partnership’s internal control over financial reporting. PART II. OTHE R INFORMATION ITEM 1A. RISK F ACTORS The following risk factors update and supplement the risk factors contained in Aimco’s and Aimco Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2024. We may disclose changes to such factors or disclose additional factors from time to time in our filings with the SEC. The proposed Plan of Sale and Liquidation presents risks to our current business and operations. On November 10, 2025, our Board deemed advisable and approved the Plan of Sale and Liquidation. The Plan of Sale and Liquidation provides for the Company’s complete liquidation and dissolution in accordance with Section 331, Section 336 and Section 346(a) of the Code and Maryland General Corporation Law. Effectiveness of the Plan of Sale and Liquidation is subject to approval by the affirmative vote of the holders of Common Stock entitled to cast two-thirds of all votes entitled to be cast on the matter. Aimco currently anticipates that the Plan of Sale and Liquidation would be submitted for stockholder approval at a special meeting of stockholders, expected to occur in early 2026. Prior to consummation of the Plan of Sale and Liquidation, the Plan of Sale and Liquidation may present risks to our business and operations, which could materially affect our business, financial results and stock price, including, among other things, that: • failure to complete the Plan of Sale and Liquidation, including due to the failure of our stockholders to approve the Plan of Sale and Liquidation, could negatively impact our stock price and our future business and financial results; • failure of our stockholders to approve the Plan of Sale and Liquidation may result in our incurrence of additional expenses for the sale of certain of our assets that we plan to undertake regardless of the outcome of the stockholder vote; • we expect to incur substantial expenses related to the Plan of Sale and Liquidation, whether or not the Plan of Sale and Liquidation is approved by our stockholders; and • pendency of the Plan of Sale and Liquidation could adversely affect our business and operations, including by diverting significant focus of management, employees and other resources and by adversely affecting our relationships with contractual counterparties, our ability to attract and retain employees, and other aspects of our business and operations. We cannot determine at this time the amount or timing of distributions to our stockholders in connection with the Plan of Sale and Liquidation because there are many factors, some of which are not within our control, that could affect the amount or timing of any such distributions. The amounts that may ultimately be available for distribution to our stockholders from the Plan of Sale and Liquidation are not yet known. There are many factors that may affect the amounts available for distribution to our stockholders, including the costs to maintain our assets through the liquidation and wind-down process, the time it will take to liquidate our properties, the amounts necessary to satisfy our remaining financial obligations, transaction costs and economic factors such as inflation and interest rate changes, all of which are subject to change. If our stockholders approve the Plan of Sale and Liquidation, we will be authorized to engage in the wind-down of our business and affairs, discharging, paying or setting aside reserves for our liabilities, disposing of our assets and distributing our remaining assets available for distribution to our stockholder (as determined by our Board in its discretion). While the Plan of Sale and Liquidation authorizes the sale of our remaining properties, we cannot predict whether we will be able to do so at all or at prices or on terms and conditions acceptable to us. Additionally, before making the liquidating distributions to our stockholders, we will need to pay or arrange for the payment of all of our transaction costs and our liabilities. The Board may also decide to establish a reserve fund to pay any contingent claims. The costs in the Plan of Sale and Liquidation are not yet final, so we have used estimates of these costs in calculating the amounts of our anticipated distributions. These estimates may not prove to be accurate, which could cause actual distributions to be less than our estimates. 47 Table of Contents If the Plan of Sale and Liquidation is not approved by stockholders, we would be subject to a number of material risks, and even if our stockholders approve the Plan of Sale and Liquidation, it may not be completed. Our Board may need to review strategic alternatives if the Plan of Sale and Liquidation is not approved by stockholders, and we intend to move forward with the marketing and sale of certain of our assets regardless of the outcome of the stockholder vote on the Plan of Sale and Liquidation. Additionally, our Board may amend or terminate the Plan of Sale and Liquidation, even if approved by our stockholders, at any time prior to the filing of articles of dissolution, if it determines that doing so is in the best interest of us and our stockholders. Thus, the Board could decide to conduct our liquidation and dissolution differently than as currently planned, or not at all. The occurrence of any of these events may impair our ability to conduct our business and/or reduce the amounts otherwise available for distribution to our stockholders, and the Board could decide to conduct our liquidation and dissolution differently than as currently planned, or not at all. There can be no assurance that the liquidation of our assets will result in greater returns to you on your investment, within a reasonable period of time, than you would receive through other alternatives reasonably available to us. It is possible that continuing with the status quo or pursuing one or more other alternatives could result in greater returns on your investment. In that case, we will be foregoing those alternative opportunities if we implement the Plan of Sale and Liquidation. The Plan of Sale and Liquidation may adversely affect the value that a potential acquirer might place on us or our ability to sell any of our remaining assets. It may also preclude other possible courses of action not yet identified by our Board. Please see the risk factor above titled “We cannot determine at this time the amount or timing of distributions to our stockholders in connection with the Plan of Sale and Liquidation because there are many factors, some of which are not within our control, that could affect the amount or timing of any such distributions,” for further information regarding the risks related to the distribution to our stockholders. If any of the parties to our future sale agreements default thereunder, or if these sales do not otherwise close, our liquidating distributions may be delayed or reduced. Prior to the approval of the Plan of Sale and Liquidation by our stockholders, we may enter into agreements to sell certain of our properties. Any such agreements entered into prior to the approval of the Plan of Sale and Liquidation by our stockholders may provide that the closing of the sales of such properties will be subject to the approval of the Plan of Sale and Liquidation, among other closing conditions. If our stockholders approve the Plan of Sale and Liquidation, we will seek to enter into further agreements for the sale of each of our remaining properties, which agreements will also provide for various closing conditions. If any of the transactions contemplated by the sale agreements we enter into do not close because of a buyer default, the failure of a closing condition to be satisfied or for any other reason, we will need to locate a new buyer for the properties subject to such agreements, which we may be unable to do promptly or at prices or on terms that are as favorable as the original sale agreement. We will also incur additional costs involved in locating a new buyer for, and negotiating a new sale agreement with respect to, any such properties. In the event that we incur such additional costs, the amount of our liquidating distributions, if any, may be delayed or reduced. If our stockholders approve the Plan of Sale and Liquidation, we will have the authority to sell our assets under such terms as we deem appropriate without further stockholder approval. If our stockholders approve the Plan of Sale and Liquidation, we will have the authority to sell all of our remaining properties without further stockholder approval. Our stockholders will have no subsequent opportunity to vote on such matters and will, therefore, have no right to approve or disapprove the terms of such property sales. 48 Table of Contents Approval of the Plan of Sale and Liquidation, and the actions and transactions contemplated thereby, may lead to stockholder litigation which could result in substantial costs and distract management. Historically, extraordinary corporate actions such as a plan of sale and liquidation, and the actions and transactions contemplated thereby, sometimes lead to securities class action lawsuits being filed against the company taking such actions. We may become involved in this type of litigation as a result of the stockholder vote on the Plan of Sale and Liquidation, which risk may be increased if our stockholders approve the Plan of Sale and Liquidation. As of the date of this Quarterly Report on Form 10-Q, no such lawsuits related to the Plan of Sale and Liquidation, and the actions and transactions contemplated thereby, were pending or, to our knowledge, threatened. However, if such a lawsuit is filed against us, the litigation is likely to be expensive, and, even if we ultimately prevail, the process will divert our attention from implementing the Plan of Sale and Liquidation. If we were not to prevail in such a lawsuit, we cannot predict the amount of any damages for which we may be obligated. Any such damages may be significant, may have a material adverse effect on our financial condition and may reduce the amounts available for distribution to our stockholders. In addition, if any plaintiffs are successful in obtaining an injunction prohibiting us from consummating the Plan of Sale and Liquidation, such an injunction may delay the Plan of Sale and Liquidation or prevent it from being completed. The sale of properties may cause us to incur excise or income taxes or fail to maintain our REIT status, each of which would significantly reduce the amount available for distribution to our stockholders. The sale of one or more of our properties may be considered a prohibited transaction under the Code. Net income derived by a REIT from a prohibited transaction is subject to a 100% excise tax. The term “prohibited transaction” generally includes a sale or other disposition of property (other than foreclosure property) that is held as inventory or primarily for sale to customers in the ordinary course of a trade or business. Whether property is held as inventory or “primarily for sale to customers in the ordinary course of a trade or business” depends on the particular facts and circumstances. No assurance can be given that no property sold by us will be treated as inventory or as property held for sale to customers or that we can comply with certain safe-harbor provisions of the Code that would prevent the imposition of the 100% excise tax. The 100% tax does not apply to gains from the sale of property that is held through a TRS entity or other taxable corporation, although such income will be subject to tax in the hands of the corporation at regular corporate rates. The sale of our properties in anticipation of or in connection with the Plan of Sale and Liquidation may not satisfy the prohibited transaction safe harbor, depending on the circumstances in which such sales are completed. If we sell a significant portion of our assets, the composition of our portfolio will change, which could have a material impact on our ability to satisfy the various income, asset, distribution, and other requirements for qualification as a REIT. As a result of the foregoing circumstances, the amount available for distribution to our stockholders could be significantly reduced. Pursuing the Plan of Sale and Liquidation may cause us to fail to qualify as a REIT, which would significantly reduce our liquidating distributions. For so long as we qualify as a REIT and distribute all of our REIT taxable income, we generally are not subject to federal income tax. Although our Board does not presently intend to terminate our REIT status prior to paying the final liquidating distribution to our stockholders and our dissolution, our Board may take actions pursuant to the Plan of Sale and Liquidation that would result in such a loss of REIT status. Upon payment of the final liquidating distribution and our dissolution, our legal existence and our REIT status will terminate. However, there is a risk that our actions during the liquidation process may cause us to fail to meet one or more of the requirements that must be met in order to qualify as a REIT prior to completion of the Plan of Sale and Liquidation. For example, to qualify as a REIT, generally at least 75% of our gross income in each taxable year must come from real estate sources and generally at least 95% of our gross income in each taxable year must come from real estate sources and certain other sources that are itemized in the REIT provisions in the Code, mainly interest and dividends. We may encounter difficulties satisfying these requirements during the liquidation process. In addition, in connection with such process, we may recognize ordinary income in excess of the cash received. The REIT provisions in the Code require us to pay out a large portion of our ordinary income in the form of a dividend to our stockholders. However, to the extent that we recognize ordinary income without any cash available for distribution, and if we were unable to borrow to fund the required dividend or find another way to meet the REIT distribution requirements, we may cease to qualify as a REIT. Although we expect to comply with the requirements necessary to qualify as a REIT in any taxable year, if we are unable to do so, we will, among other things (unless entitled to relief under certain statutory provisions): • not be allowed a deduction for dividends paid to stockholders in computing our taxable income; • be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income, including recognized gains, at regular corporate rates; 49 Table of Contents • be subject to increased state and local taxes; and • be disqualified from treatment as a REIT for the taxable year in which we lose our qualification and for the four following taxable years. As a result of these consequences, our failure to qualify as a REIT could significantly reduce the amount of liquidating distributions we pay to our stockholders.