What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2026-05-11 compared with 2025-11-10 · 35 added, 26 removed, 55 unchanged (53% of the section changed)

1 unchanged sentence

Aimco’s Common Stock is listed and traded on the NYSE under the symbol “AIV”.

On November 7, 2025, there were 144,075,540 shares of Common Stock outstanding, held by 874 stockholders of record.

On May 8, 2026, there were 143,856,183 shares of Common Stock outstanding, held by 849 stockholders of record.

The number of holders does not include individuals or entities who beneficially own shares but whose shares are held of record by a broker or clearing agency but does include each such broker or clearing agency as one record holder.

3 unchanged sentences

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, 2025, 2,554,326 shares of Common Stock were issued in exchange for OP Units for an aggregate weighted average price per share of $7.98.

Such shares were issued 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, 2025.

During the three months ended March 31, 2026, 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 March 31, 2026.

Repurchases of Equity Securities

1 unchanged sentence

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.

As of September 30, 2025, Aimco was authorized to repurchase up to 16.2 million shares of its outstanding Common Stock.

Subject to certain blackout restrictions, these repurchases may be made from time to time in the open market or in privately negotiated transactions.

As of March 31, 2026, Aimco was authorized to repurchase up to 16.2 million shares of its outstanding Common Stock.

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.

During the three months ended September 30, 2025, Aimco did not repurchase any shares of its outstanding Common Stock.

Since Aimco's Board of Directors announced the expansion of its strategic review process on January 9, 2025, no shares of common stock have been repurchased by Aimco.

Aimco Operating Partnership

1 unchanged sentence

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

On November 7, 2025, there were 153,143,867 OP Units and equivalents outstanding (of which 144,075,540 were held by Aimco), that were held by 1,817 unitholders of record.

On May 8, 2026, there were 152,893,284 OP Units and equivalents outstanding (of which 143,856,183 were held by Aimco), that were held by 1,786 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, 2025.

Aimco Operating Partnership did not issue any unregistered OP Units during the three months ended March 31, 2026.

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, 2025, 2,554,326 OP Units were redeemed in exchange for shares of Common Stock at an aggregate weighted average price per unit of $7.98 and 43,804 OP Units were redeemed in exchange for cash at an aggregate weighted average price per unit of $8.66.

The following table summarizes repurchases, or redemptions in exchange for cash, of the Aimco Operating Partnership’s equity securities held by third parties for the three months ended September 30, 2025:

During the three months ended March 31, 2026, no OP Units were redeemed in exchange for shares of Common Stock and 18,733 OP Units were redeemed in exchange for cash at an aggregate weighted average price per unit of $5.93.

Fiscal Period

3 unchanged sentences

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

July 1 - 31, 2025

August 1 - 31, 2025

September 1 - 30, 2025

January 1 - 31, 2026

February 1 - 28, 2026

March 1 - 31, 2026

(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.

3 unchanged sentences

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.

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.

In connection with the Plan of Sale and Liquidation, United States stockholders may receive one or more liquidating distributions.

The amount of any liquidating distribution will be applied first to reduce a United States stockholder’s adjusted tax basis in its Common Stock, but not below zero.

A United States stockholder’s adjusted tax basis in its Common Stock will generally be equal to the stockholder’s cost of its shares, reduced by any prior distributions that were treated as reductions in basis rather than taxable dividends.

To the extent that distributions pursuant to the Plan of Sale and Liquidation exceed a United States stockholder’s basis in its Common Stock, the excess will constitute taxable gain and be recognized in the year in which the distribution is received.

If the total amount of liquidating distributions received by a United States stockholder is less than the adjusted tax basis of its shares, the United States stockholder will generally recognize a loss in the year in which the final liquidating distribution is received.

However, a future abandonment of the Plan of Sale and Liquidation subsequent to the payment of liquidating distributions could complicate the tax consequences to our stockholders, as described in greater detail in our definitive proxy statement, filed with the SEC on January 2, 2026.

The Board of Aimco Operating Partnership’s general partner determines and declares distributions on OP Units.

through a wholly-owned subsidiary, is the sole general partner of Aimco Operating Partnership.

As of March 31, 2026, Aimco owned 94.1% of the legal interest in the OP Units of Aimco Operating Partnership and 95.1% of the dilutive economic interest of Aimco Operating Partnership.

Aimco Operating Partnership holds all of our assets and manages the daily operations of our business.

The distributions paid by Aimco Operating Partnership to Aimco are used to fund the dividends paid to Aimco's stockholders.

Accordingly, the per share dividends Aimco pays to its stockholders generally equal the per unit distributions paid by Aimco Operating Partnership to holders of its OP Units.

The following exhibits are filed with this report:

4 unchanged sentences

Amended and Restated Agreement of Limited Partnership of Aimco OP L.P., effective as of December 14, 2020 (Exhibit 10.1 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed May 8, 2025, is incorporated herein by this reference)

Third Amendment to Interests Purchase and Sale Agreement, effective November 8, 2025, by and among AHOTB Holding, LLC, Aimco OP L.P., and Brickell Bay Property Owner LLC (filed herewith)

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

6 unchanged sentences

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, 2025, 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.

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, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language):

(i) condensed consolidated statement of net assets;

(ii) condensed consolidated balance sheet;

(iii) condensed consolidated statement of changes in net assets (iv) condensed consolidated statements of operations;

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

(vi) condensed consolidated statements of cash flows;

and (vii) notes to condensed consolidated financial statements.

Cover Page Interactive Data File (embedded within the Inline XBRL document).

12 unchanged sentences

Senior Vice President and Chief Accounting Officer

November 10, 2025

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