APARTMENT INVESTMENT & MANAGEMENT CO 10-K

ITEM 1. BUSINESS The Company Aimco, a Maryland corporation is a self-administered and self-managed REIT. On December 15, 2020, Aimco completed the Separation, creating two separate and distinct, publicly traded companies, Aimco and AIR. Aimco, through a wholly-owned subsidiary, is the general partner and directly is the special limited partner of Aimco Operating Partnership, a Delaware Limited Partnership. Aimco conducts all of its business and owns all of its assets through Aimco Operating Partnership. Please refer to Note 15 to the consolidated financial statements in Item 8 for discussion regarding our business segments. Executive Overview On November 10, 2025, the board of directors of Aimco (the “Board”) approved a plan of sale and liquidation (the “Plan of Sale and Liquidation”), which contemplates the sale or disposition of all the Company’s assets, the wind-down of the Company’s business and affairs and the termination of the Company’s existence by voluntary dissolution in accordance with the Maryland General Corporation Law (the “MGCL”), and directed that the Plan of Sale and Liquidation be submitted for approval to the Company’s stockholders. On February 6, 2026, our stockholders adopted the Plan of Sale and Liquidation. Pursuant to the Plan of Sale and Liquidation and in accordance with the applicable provisions of law, the Company is authorized to do all other things reasonably necessary or desirable to complete the liquidation and dissolution of the Company and its subsidiaries, including Aimco Operating Partnership. The general partner of the Aimco Operating Partnership has the authority to elect to legally dissolve the Aimco Operating Partnership in its sole and absolute discretion, and we intend to effect such liquidation. The Company is not required to obtain any further stockholder approval with respect to the liquidation and dissolution of the Company. Until the filing of the articles of dissolution with the Maryland State Department of Assessments and Taxation, the Board may modify, amend or terminate the Plan of Sale and Liquidation (and authorize us to seek to dispose of all our assets through a merger, business combination or similar transaction) without approval by the stockholders if it determines that such action would be advisable and in the best interests of the Company. The Company has no present plans or intentions to modify, amend or abandon the Plan of Sale and Liquidation. The Plan of Sale and Liquidation presents certain risks, and there can be no assurance that the Plan of Sale and Liquidation will result in any transaction or that the Plan of Sale and Liquidation will be completed. See Item 1A. Risk Factors . Prior to the adoption of the Plan of Sale and Liquidation, our mission was to make real estate investments, primarily focused on the multifamily sector within targeted U.S. markets, where outcomes were enhanced through our human capital and substantial value was created for investors, teammates, and the communities in which we operated. Subsequent to the adoption of the Plan of Sale and Liquidation, we plan to sell our assets in an orderly fashion and return net proceeds from asset sales and cash on hand to our stockholders, subject to payment of our liabilities and obligations. We will continue to manage each of our properties, together with our property managers, until such time as such property is sold, for purposes of achieving the orderly winding up of the business and affairs of the Company and its subsidiaries in accordance with the Plan of Sale and Liquidation. Competition Many developers, managers, and owners of apartment real estate and underdeveloped land, as well as REITs, private real estate companies, and investors competed with us in acquiring, developing, obtaining financing for, and disposing of apartment communities. This competition affected our ability to realize our real estate development and transactional objectives. We have competition from other properties located in markets in which we have interests both from an operating perspective and with respect to the disposition of our assets. With respect to the disposition of our assets, our ability to compete is also affected by national and local economic trends, availability of investment alternatives, availability and cost of capital, construction and renovation costs, existing laws and regulations, new legislation and population trends. In addition, our apartment communities compete for residents with other housing alternatives, including other rental apartments and condominiums, and single-family homes that are available for rent, as well as new and existing condominiums and single-family homes for sale. Competitive residential housing, as well as household formation and job creation in a particular area, could adversely affect our ability to lease apartment homes and to increase or maintain rental rates prior to disposition or adversely affect the value of such properties upon sale. 3 Taxation Aimco Aimco has elected to be taxed as a REIT under the Code, commencing with its initial taxable year, and intends to continue to operate in such a manner throughout the Plan of Sale and Liquidation and until the end of its final taxable year, which may occur in connection with the formation of a liquidating trust or other liquidating entity, if applicable, and which Aimco anticipates, but cannot be certain, will occur after most of Aimco’s remaining assets have been sold. The Code imposes various requirements related to organizational structure, distribution levels, diversity of stock ownership, and certain restrictions with regard to owned assets and categories of income that must be met in order to continue to qualify as a REIT. If Aimco continues to qualify 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. If Aimco continues to qualify for taxation as a REIT, it will generally be entitled to receive a deduction for dividends paid, including distributions pursuant to its Plan of Sale and Liquidation (including distributions or deemed distributions to our stockholders of interests in a liquidating trust or other liquidating entity), provided that the Plan of Sale and Liquidation is completed within 24 months of its adoption. We anticipate that Aimco's liquidating distributions will exceed its taxable income recognized in each tax year following the adoption of the Plan of Sale and Liquidation, and that its liquidation will be completed within 24 months of such adoption. In that case, if Aimco continues to qualify for taxation as a REIT, it will generally not be subject to United States federal income tax on any gain or other income recognized following the adoption of the Plan of Sale and Liquidation, including any gain that Aimco recognizes upon a transfer of appreciated assets to a liquidating trust or the conversion to a liquidating entity and the receipt of interests in the liquidating trust or liquidating entity by its stockholders. To maintain its status as a REIT, Aimco must, among other things, continue to satisfy various qualification requirements pursuant to the Code, including requirements relating to the nature of its gross assets and income, the timing and amount of distributions and the composition of its stockholders. However, as a result of the liquidation or otherwise, circumstances may arise that could cause Aimco to fail to qualify as a REIT prior to its transfer of assets and obligations to or conversion to a liquidating trust or liquidating entity, or otherwise prior to its final liquidating distributions. In addition, the Board could cause Aimco to revoke or otherwise terminate its REIT election at any time. Should Aimco lose its status as a REIT, it would be taxable as a corporation for United States federal income tax purposes. In that case, Aimco would be subject to United States federal income taxes at the corporate rate for the taxable year in which its qualification as a REIT terminates, and in any subsequent years, with respect to its income from operations and from sales and distributions of appreciated assets in connection with our Plan of Sale and Liquidation, and without any tax deduction for dividends that it pays. So long as Aimco continues to qualify as a REIT, any net income that it derives from a “prohibited transaction” will be subject to a 100% 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. We intend to effect the Plan of Sale and Liquidation and transactions related thereto, and believe we have conducted our operations, in such a manner so that no asset that we own (or are treated as owning) will be treated as, or as having been, held for sale to customers, and that a sale of any such asset will not be treated as having been in the ordinary course of Aimco's business and we expect the asset sales made pursuant to the Plan of Sale and Liquidation may either qualify for the prohibited transaction tax safe harbor or otherwise not be subject to such prohibited transactions tax. However, whether property is held “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 any property that we sell will not be treated as property held for sale to customers, or that Aimco can comply with certain safe-harbor provisions of the Code that would prevent such treatment. Certain of our operations, or a portion thereof, are conducted through taxable REIT subsidiaries, each of which we refer to as a “TRS”. A TRS is a corporate subsidiary that has elected to be a TRS instead of a REIT and, as such, is subject to United States federal corporate income tax. The prohibited transaction 100% tax does not apply to gains from the sale of property that is held through a TRS or other taxable corporation, although such income will be subject to tax in the hands of the corporation at regular corporate rates. 4 Aimco Operating Partnership Aimco Operating Partnership is treated as a “pass-through” entity for United States federal income tax purposes and is not subject to United States federal income taxation. Partners in Aimco Operating Partnership, however, are subject to tax on their allocable share of partnership income, gains, losses, deductions, and credits, regardless of whether the partners receive any actual distributions of cash or other property from Aimco Operating Partnership during the taxable year. Generally, the characterization of any particular item is determined by Aimco Operating Partnership rather than at the partner level, and the amount of a partner’s allocable share of such item is governed by the terms of Aimco Operating Partnership’s partnership agreement. Aimco Operating Partnership is subject to tax in certain states. Regulation General Apartment development is subject to various laws, ordinances, and regulations, including those concerning entitlement, building, health and safety, site and building design, environment, zoning, and sales, and similar matters apply to or affect the real estate development industry. Apartment communities and their owners are subject to various laws, ordinances, and regulations, including those related to real estate broker licensing and regulations relating to recreational facilities such as swimming pools, activity centers, and other common areas. Changes in laws increasing the potential liability for environmental conditions existing on communities or increasing the restrictions on discharges or other conditions, as well as changes in laws affecting development, construction, and safety requirements, may result in significant unanticipated expenditures, which could adversely affect our net income and cash flows from operating activities. In addition, existing rent control laws, as well as future enactment of rent control or rent stabilization laws, or other laws and ordinances regulating multifamily housing, may reduce rental revenue or increase operating costs in particular markets. Environmental Various federal, state, and local laws subject real estate owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials that may be present. These materials may include lead-based paint, asbestos, polychlorinated biphenyls, and petroleum-based fuels. Such laws often impose liability without regard to fault or whether the owner or operator knew of, or was responsible for, the release or presence of such materials. In connection with the ownership of real estate, we could potentially be liable for environmental liabilities or costs associated with our real estate, whether currently owned, acquired in the future, or owned in the past. These and other risks related to environmental matters are described in more detail in Item 1A. Risk Factors . Corporate Responsibility Corporate responsibility is an important part of our business. As with all other aspects of our business, our corporate responsibility program focuses on continuous improvement, to the benefit of our stockholders, our residents, our teammates, our communities, and the environment. Prior to the Plan of Sale and Liquidation, we published a Corporate Responsibility Report reflecting our corporate responsibility priorities and performance on an annual basis. Human Capital and Culture We believe our most valuable asset is our human capital. Our success is reliant on the collective sum of individual talents. We seek to engage a highly qualified workforce in compliance with applicable federal and other laws and regulations. We continuously invest in our teammates and company culture to ensure employee satisfaction, health, and well-being. We offer benefits and support reinforcing our emphasis on the health and well-being of our teammates, including 16 weeks of paid time for parental leave to new mothers and fathers, a longstanding policy of workplace flexibility for our teammates to attend to personal and family matters during the workweek, office environments focused on natural light and ergonomic office furniture including adjustable height desks, access to Company-provided healthy snacks and drinks, paid time annually to volunteer in local communities, and a bonus structure at all levels of the organization. 5 Prior to the Plan of Sale and Liquidation, we evaluated team engagement and retention and included those in our goals on which all teammates were compensated. Every teammate was surveyed annually via a third-party confidential survey. Our overall team engagement score for the 2025 annual engagement survey was 4.50, with a 100% overall response rate, compared to the target score of 4.00. The 2025 teammate engagement score consisted of the average of the responses to the questions that comprised the engagement index, on a scale of 1 to 5. We have implemented and communicated severance policies in order to retain employees throughout the execution of the Plan of Sale and Liquidation. As of December 31, 2025, we had 50 full-time teammates performing asset management, development or transactional services and managing corporate and area functions. None of our employees are represented by labor unions. In 2025, we were recognized with Healthiest Employers Awards in South Florida, Washington, D.C., and Denver, ranking #1 in our category for Colorado and #2 in our category for South Florida and Washington, D.C. The Healthiest Employers Awards honor companies with policies and initiatives promoting the health and well-being of their employees. Healthiest Employers takes a holistic view of worksite health, evaluating the extent of leadership team buy-in, including how well they understand the needs of the employee population and how they proactively support well-being. Available Information Our combined Annual Report on Form 10-K, our combined Quarterly Reports on Form 10-Q, Current Reports on Form 8-K filed by Aimco or Aimco Operating Partnership, and any amendments to any of those reports that we file with the SEC are available free of charge as soon as reasonably practicable after filing through our website at www.aimco.com. The information contained on our website is not incorporated into this Annual Report. Our expectation is that in the course of winding up, the Company will discontinue its website. In the event that the website is inaccessible, we will provide paper copies of our most recent annual report on Form 10-K, the most recent quarterly report on form 10-Q, current reports filed or furnished on Form 8-K, and all related amendments, excluding exhibits, free of charge upon request. The SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file electronically with the SEC. 6