What the changes say
- Aimco is executing a Plan of Sale and Liquidation over 24 months, introducing risks related to asset sales, capital needs, and tax consequences.
What changed since the prior 10-K
New
- NewRISKS RELATED TO BUSINESS
Adverse economic and geopolitical conditions, health crises and dislocations in the financial and credit markets could affect our ability to collect rents and late fees from tenants, and our ability to evict tenants
Adverse economic conditions could impair our ability to collect rent and evict tenants, lowering net operating income.
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
We may require additional capital or financing to complete the wind-down of the Company’s business and affairs
We may need additional capital to wind down the business while continuing public reporting and facing potential NYSE delisting.
- NewRISKS RELATED TO TAX LAWS AND REGULATIONS
Distributing interests in a liquidating trust (or other liquidating entity) may cause our stockholders to recognize gain prior to the receipt of cash
Distributing liquidating trust interests may cause stockholders to recognize taxable gain early or alter tax timing if the plan is abandoned.
- NewRISKS RELATED TO BUSINESS
Development and construction risks could affect our profitability, which could also adversely affect the Plan of Sale and Liquidation
Development and construction are threatened by permit delays, cost overruns from tariffs and inflation, and supply chain issues.
- NewRISKS RELATED TO BUSINESS
our limited partner's required return on their preferred investment is not met at the time of sale of our joint venture, we may be required to reimburse the minimum amount due to them upon sale
We may be forced to reimburse limited partners' minimum returns upon joint venture sales or face unlimited general partner liability.
- NewRISKS RELATED TO BUSINESS
Municipalities may restrict or place moratoriums on the availability of utilities, such as water and sewer taps. If municipalities in which we operate take such actions, it could have an adverse effect on our business by causing delays, increasing our costs, or limiting our ability to operate in those municipalities
Municipal utility moratoriums and new climate change or energy efficiency building codes could increase construction costs and delay operations.
- NewRISKS RELATED TO BUSINESS
market share than us. If our competitors prevent us from realizing our real estate development objectives, our performance may fall short of our expectations and adversely affect our business
Competitors could hinder our real estate development goals and our asset disposition objectives under the liquidation plan.
- NewRISKS RELATED TO BUSINESS
time. Our failure, or the failure of third-party partners we rely on to process data, to comply with laws, rules, and regulations related to privacy and data protection could harm our business or reputation
Third-party property managers running tenant background checks must comply with the Fair Credit Reporting Act, risking penalties for violations.
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
The announcement and pendency of the proposed Plan of Sale and Liquidation present certain risks to our ongoing business and operations
The 24-month Plan of Sale and Liquidation creates operational uncertainties, potential sales failures, and diversion of management focus.
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
we expect to incur substantial expenses related to the Plan of Sale and Liquidation; and
Liquidation expenses may be substantial, and ongoing property operations may yield lower cash flow than anticipated.
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
the reserve amounts we may establish to satisfy known liabilities and liquidating expenses and estimated, unascertained or contingent liabilities and expenses may be higher than estimated
Operating partnership unit redemptions could provide liquidity to unitholders ahead of common stockholders and reduce cash for distributions.
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
Any of these uncertainties could impact the amount and timing of the Total Estimated Liquidating Distributions
Total estimated liquidating distributions are uncertain and depend on purchase price and timing for individual common stockholders.
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
There can be no assurance that the sale of all of our assets as contemplated in the Plan of Sale and Liquidation 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
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
Our directors and executive officers may have interests in the Plan of Sale and Liquidation that are different from, or in addition to, the interests of our stockholders generally
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
The Plan of Sale and Liquidation, and the actions and transactions effected pursuant thereto, may lead to stockholder litigation which could result in substantial costs and distract management
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
The sales of our assets pursuant to the Plan of Sale and Liquidation will not be subject to further stockholder approval
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
The Plan of Sale and Liquidation may not be completed
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
Defaults under future sale agreements may delay or reduce liquidating distributions
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
Additional liabilities and obligations could arise during the liquidation process
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
If we are unable to find buyers for the assets of the Company and its subsidiaries on a timely basis or at our expected sales prices, our liquidating distributions may be delayed or reduced
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
Our ability to implement the Plan of Sale and Liquidation depends upon the participation of key personnel and there is no assurance such key personnel will remain in place
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
We may require additional capital or financing to complete the wind-down of the Company’s business and affairs, dissolution and termination of the Company’s existence under the Plan of Sale and Liquidation, which may reduce the amount available for distribution to stockholders
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
Stockholders may be liable to our creditors, up to the amounts received from us pursuant to the Plan of Sale and Liquidation, if our reserve fund or the assets transferred to a liquidating trust are inadequate
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
During the course of the liquidation process, we will change our basis of accounting, which could require us to write down our assets
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
The Company will likely continue to incur the expenses of complying with public company reporting requirements during the wind-down process until such requirements no longer apply as part of a future delisting and deregistration
- NewRISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
We anticipate that our Common Stock will be delisted from the NYSE at a future date to be determined by the Board
- NewRISKS RELATED TO TAX LAWS AND REGULATIONS
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
- NewRISKS RELATED TO AIMCO OPERATING PARTNERSHIP UNITS
Provisions in the Aimco Operating Partnership agreement give the general partner discretion over decisions related to liquidation and dissolution of Aimco Operating Partnership
Dropped
- Dropped
Development, redevelopment, and construction risks could affect our profitability
Development, redevelopment, and construction risks could affect our profitability.
- DroppedRISKS RELATED TO BUSINESS
Our ability to continue to grow or maintain our pipeline of development and redevelopment opportunities may be constrained
- DroppedRISKS RELATED TO BUSINESS
Further, disputes between us and a partner may result in litigation or arbitration that may increase our expenses and prevent our management from focusing their time and attention on our business
- DroppedRISKS RELATED TO BUSINESS
Development of properties may entail a lengthy, uncertain, and costly entitlement process
- DroppedRISKS RELATED TO BUSINESS
We are seeking to maximize shareholder value by exploring strategic alternatives. There can be no assurance that we will be successful in executing a strategic transaction
- DroppedRISKS RELATED TO TAX LAWS AND REGULATIONS
Complying with the REIT requirements may cause Aimco to forgo otherwise attractive business opportunities
Reworded
- 100% rewrittenRISKS RELATED TO BUSINESS
Our business and financial results could be adversely affected by significant inflation, higher interest rates or deflation, which could also adversely affect the Plan of Sale and Liquidation
Shifted from broad inflation and interest rate discussions to focus on development partnership liabilities, asset illiquidity, and rent control impacts.
Was: Our business and financial results could be adversely affected by significant inflation, higher interest rates or deflation
- 100% rewrittenRISKS RELATED TO TAX LAWS AND REGULATIONS
If the Aimco Operating Partnership were to fail to qualify as a partnership for federal income tax purposes, Aimco would fail to qualify as a REIT and suffer other adverse consequences
Replaced partnership tax qualification risks with specific warnings about property sales triggering excise/income taxes or threatening REIT status.
- 100% rewrittenRISKS RELATED TO AIMCO OPERATING PARTNERSHIP UNITS
Aimco may have conflicts of interest with holders of OP Units
Added specific risks regarding OP unit agreement provisions limiting unitholder challenges to general partner actions under the liquidation plan.
- 97% rewrittenRISKS RELATED TO BUSINESS
We rely on our property managers to manage our properties. If our property managers fail to efficiently manage our properties, tenants may not renew their leases, or we may become subject to unforeseen liabilities, which could also adversely affect the Plan of Sale and Liquidation
Replaced third-party property manager negligence risks with comprehensive disclosures regarding IT system disruptions, cyberattacks, and data privacy compliance.
Was: We rely on our property managers to manage our properties. If our property managers fail to efficiently manage our properties, tenants may not renew their leases, or we may become subject to unforeseen liabilities
- 97% rewrittenRISKS RELATED TO BUSINESS
Failure to generate sufficient net operating income may adversely affect our liquidity, limit our ability to fund necessary capital expenditures, or adversely affect our ability to pay liquidating distributions in the Plan of Sale and Liquidation
Narrowed net operating income risks to emphasize funding community capital expenditures to preserve asset competitiveness and value.
Was: Failure to generate sufficient net operating income may adversely affect our liquidity, limit our ability to fund necessary capital expenditures, or adversely affect our ability to pay dividends or distributions
- 96% rewrittenRISKS RELATED TO BUSINESS
Our business and operations would suffer in the event of significant disruptions or cyberattacks of our information technology systems or our failure to comply with laws, rules and regulations related to privacy and data protection, which could also adversely affect the Plan of Sale and Liquidation
Expanded cybersecurity and data privacy risks to explicitly cover third-party vendor IT systems and cloud computing services.
Was: Our business and operations would suffer in the event of significant disruptions or cyberattacks of our information technology systems or our failure to comply with laws, rules and regulations related to privacy and data protection
- 87% rewrittenRISKS RELATED TO BUSINESS
Government regulations and legal challenges may delay the start or completion of the development of our communities, increase our expenses or limit our building of apartments or other activities
Trimmed regulatory delay and municipal utility moratorium language from the development and building regulations risk factor.
- 85% rewrittenRISKS RELATED TO BUSINESS
We depend on our senior management
Linked senior management retention risks directly to the challenges of navigating the active Plan of Sale and Liquidation.
- 82% rewrittenRISKS RELATED TO BUSINESS
our ability to complete developments and other construction projects as planned
Was: our ability to complete developments and redevelopments and other construction projects as planned
- 78% rewrittenRISKS RELATED TO AIMCO OPERATING PARTNERSHIP UNITS
Holders of OP Units may not have limited liability in specific circumstances
- 68% rewrittenRISKS RELATED TO BUSINESS
environmental, social, governance and other sustainability matters and our responses to these matters could impact development
- 51% rewrittenRISKS RELATED TO TAX LAWS AND REGULATIONS
Aimco may fail to qualify as a REIT, which would reduce the amount of any potential distributions
Was: Aimco may fail to qualify as a REIT
- 51% rewrittenRISKS RELATED TO BUSINESS
Because real estate investments are relatively illiquid, we may not be able to sell apartment communities or other assets when appropriate, including as part of the Plan of Sale and Liquidation
Was: Because real estate investments are relatively illiquid, we may not be able to sell apartment communities or other assets when appropriate
- 39% rewrittenRISKS RELATED TO OUR INDEBTEDNESS AND FINANCING
Increases in interest rates would increase our interest expense and reduce our profitability and could adversely affect our business, operating results, and financial condition
- 37% rewrittenRISKS RELATED TO BUSINESS
a partner may not fulfill its contractual obligations
- 33% rewrittenRISKS RELATED TO OUR INDEBTEDNESS AND FINANCING
Our debt financing could result in foreclosure of our apartment communities, prevent us from making distributions on our equity, or otherwise adversely affect our liquidity
- 32% rewrittenRISKS RELATED TO BUSINESS
Rent control laws, if enacted, could limit our ability to increase rental rates may negatively impact our rental income and profitability
Was: Rent control laws and other regulations that limit our ability to increase rental rates may negatively impact our rental income and profitability
- 30% rewrittenRISKS RELATED TO TAX LAWS AND REGULATIONS
REIT distribution requirements limit our available cash
- 29% rewrittenRISKS RELATED TO BUSINESS
In 2025 and 2024, we recognized non-cash impairment charges of $6.6 million and $48.6 million, respectively on our passive equity investment in IQHQ reducing the carrying value to $4.5 million and $11.1 million as of December 31, 2025 and 2024, respectively
Was: In 2024, we recognized a non-cash impairment of $48.6 million on our passive equity investment in IQHQ reducing the carrying value to $11.1 million
- 28% rewrittenRISKS RELATED TO TAX LAWS AND REGULATIONS
Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends
- 28% rewrittenRISKS RELATED TO OUR INDEBTEDNESS AND FINANCING
We may increase leverage in executing our development plan, which could further exacerbate the risks associated with our indebtedness
- 21% rewrittenRISKS RELATED TO BUSINESS
We do not have control over the operations of our alternative and equity method investments, which could adversely affect our financial condition and results of operations
- 21% rewrittenRISKS RELATED TO BUSINESS
Competition could limit our ability to lease apartment homes, increase or maintain rents, execute our development strategy, or dispose of our assets as part of the Plan of Sale and Liquidation
Was: Competition could limit our ability to lease apartment homes, increase or maintain rents or execute our development strategy
- 20% rewrittenRISKS RELATED TO BUSINESS
Moisture infiltration and resulting mold remediation may be costly
All 76 risk factors
Headings as the filing states them, in filing order.
RISKS RELATED TO BUSINESS
- 01Adverse economic and geopolitical conditions, health crises and dislocations in the financial and credit markets could affect our ability to collect rents and late fees from tenants, and our ability to evict tenantsNew
- 02Our business and financial results could be adversely affected by significant inflation, higher interest rates or deflation, which could also adversely affect the Plan of Sale and Liquidation100% rewritten
- 03We rely on our property managers to manage our properties. If our property managers fail to efficiently manage our properties, tenants may not renew their leases, or we may become subject to unforeseen liabilities, which could also adversely affect the Plan of Sale and Liquidation97% rewritten
- 08our ability to complete developments and other construction projects as planned82% rewritten
- 09Development and construction risks could affect our profitability, which could also adversely affect the Plan of Sale and LiquidationNew
- 10environmental, social, governance and other sustainability matters and our responses to these matters could impact development68% rewritten
- 11Failure to generate sufficient net operating income may adversely affect our liquidity, limit our ability to fund necessary capital expenditures, or adversely affect our ability to pay liquidating distributions in the Plan of Sale and Liquidation97% rewritten
- 12Our properties are geographically concentrated in Florida, Chicago, the Washington, D.C. Metro Area, and in the Northeast region of the United States, which makes us more susceptible to regional and local adverse economic and other conditions than if we owned a more geographically diversified portfolio
- 13Our development projects may subject us to certain liabilities, and we are subject to risks associated with developing properties in partnership with others, which could also adversely affect the Plan of Sale and Liquidation
- 14a partner may not fulfill its contractual obligations37% rewritten
- 15our limited partner's required return on their preferred investment is not met at the time of sale of our joint venture, we may be required to reimburse the minimum amount due to them upon saleNew
- 16Government regulations and legal challenges may delay the start or completion of the development of our communities, increase our expenses or limit our building of apartments or other activities87% rewritten
- 17Municipalities may restrict or place moratoriums on the availability of utilities, such as water and sewer taps. If municipalities in which we operate take such actions, it could have an adverse effect on our business by causing delays, increasing our costs, or limiting our ability to operate in those municipalitiesNew
- 18Competition could limit our ability to lease apartment homes, increase or maintain rents, execute our development strategy, or dispose of our assets as part of the Plan of Sale and Liquidation21% rewritten
- 19market share than us. If our competitors prevent us from realizing our real estate development objectives, our performance may fall short of our expectations and adversely affect our businessNew
- 20Because real estate investments are relatively illiquid, we may not be able to sell apartment communities or other assets when appropriate, including as part of the Plan of Sale and Liquidation51% rewritten
- 21Climate change may adversely affect our business
- 22Potential liability or other expenditures associated with potential environmental contamination may be costly
- 23Rent control laws, if enacted, could limit our ability to increase rental rates may negatively impact our rental income and profitability32% rewritten
- 24Laws benefiting disabled persons may result in our incurrence of unanticipated expenses
- 25Moisture infiltration and resulting mold remediation may be costly20% rewritten
- 26Although we are insured for certain risks, the cost of insurance, increased claims activity, or losses resulting from casualty events may affect our financial condition and results of operations, which could also adversely affect the Plan of Sale and Liquidation
- 27Natural disasters and severe weather may affect our financial condition and results of operations, which could also adversely affect the Plan of Sale and Liquidation
- 28We depend on our senior management85% rewritten
- 29Our business and operations would suffer in the event of significant disruptions or cyberattacks of our information technology systems or our failure to comply with laws, rules and regulations related to privacy and data protection, which could also adversely affect the Plan of Sale and Liquidation96% rewritten
- 30time. Our failure, or the failure of third-party partners we rely on to process data, to comply with laws, rules, and regulations related to privacy and data protection could harm our business or reputationNew
- 31We do not have control over the operations of our alternative and equity method investments, which could adversely affect our financial condition and results of operations21% rewritten
- 32In 2025 and 2024, we recognized non-cash impairment charges of $6.6 million and $48.6 million, respectively on our passive equity investment in IQHQ reducing the carrying value to $4.5 million and $11.1 million as of December 31, 2025 and 2024, respectively29% rewritten
- 33There may be, or there may be the appearance of, conflicts of interest in our relationship with AIR
- 34Our business could be negatively affected as a result of the actions of activist stockholders
RISKS RELATED TO THE PLAN OF SALE AND LIQUIDATION
- 04We may require additional capital or financing to complete the wind-down of the Company’s business and affairsNew
- 35The announcement and pendency of the proposed Plan of Sale and Liquidation present certain risks to our ongoing business and operationsNew
- 36we expect to incur substantial expenses related to the Plan of Sale and Liquidation; andNew
- 37the reserve amounts we may establish to satisfy known liabilities and liquidating expenses and estimated, unascertained or contingent liabilities and expenses may be higher than estimatedNew
- 38Any of these uncertainties could impact the amount and timing of the Total Estimated Liquidating DistributionsNew
- 39There can be no assurance that the sale of all of our assets as contemplated in the Plan of Sale and Liquidation 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 usNew
- 40Our directors and executive officers may have interests in the Plan of Sale and Liquidation that are different from, or in addition to, the interests of our stockholders generallyNew
- 41The Plan of Sale and Liquidation, and the actions and transactions effected pursuant thereto, may lead to stockholder litigation which could result in substantial costs and distract managementNew
- 42The sales of our assets pursuant to the Plan of Sale and Liquidation will not be subject to further stockholder approvalNew
- 43The Plan of Sale and Liquidation may not be completedNew
- 44Defaults under future sale agreements may delay or reduce liquidating distributionsNew
- 45Additional liabilities and obligations could arise during the liquidation processNew
- 46If we are unable to find buyers for the assets of the Company and its subsidiaries on a timely basis or at our expected sales prices, our liquidating distributions may be delayed or reducedNew
- 47Our ability to implement the Plan of Sale and Liquidation depends upon the participation of key personnel and there is no assurance such key personnel will remain in placeNew
- 48We may require additional capital or financing to complete the wind-down of the Company’s business and affairs, dissolution and termination of the Company’s existence under the Plan of Sale and Liquidation, which may reduce the amount available for distribution to stockholdersNew
- 49Stockholders may be liable to our creditors, up to the amounts received from us pursuant to the Plan of Sale and Liquidation, if our reserve fund or the assets transferred to a liquidating trust are inadequateNew
- 50During the course of the liquidation process, we will change our basis of accounting, which could require us to write down our assetsNew
- 51The Company will likely continue to incur the expenses of complying with public company reporting requirements during the wind-down process until such requirements no longer apply as part of a future delisting and deregistrationNew
- 52We anticipate that our Common Stock will be delisted from the NYSE at a future date to be determined by the BoardNew
RISKS RELATED TO TAX LAWS AND REGULATIONS
- 05If the Aimco Operating Partnership were to fail to qualify as a partnership for federal income tax purposes, Aimco would fail to qualify as a REIT and suffer other adverse consequences100% rewritten
- 06Distributing interests in a liquidating trust (or other liquidating entity) may cause our stockholders to recognize gain prior to the receipt of cashNew
- 58Aimco may fail to qualify as a REIT, which would reduce the amount of any potential distributions51% rewritten
- 59REIT distribution requirements limit our available cash30% rewritten
- 60Aimco may be subject to federal, state, and local income taxes in certain circumstances
- 61Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends28% rewritten
- 62Changes to United States federal income tax laws could materially and adversely affect Aimco and Aimco’s stockholders
- 63The 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 stockholdersNew
RISKS RELATED TO AIMCO OPERATING PARTNERSHIP UNITS
- 07Aimco may have conflicts of interest with holders of OP Units100% rewritten
- 64There are restrictions on the ability to transfer and redeem Aimco Operating Partnership Units, there is no public market for Aimco Operating Partnership Units and holders of Aimco Operating Partnership Units are subject to dilution
- 65Cash distributions by Aimco Operating Partnership are not guaranteed and may fluctuate with partnership performance
- 66Holders of OP Units have limited voting rights
- 67Holders of OP Units may not have limited liability in specific circumstances78% rewritten
- 68Provisions in the Aimco Operating Partnership agreement may limit the ability of a holder of OP Units to challenge actions taken by the general partner, including actions taken pursuant to the Plan of Sale and Liquidation
- 69Provisions in the Aimco Operating Partnership agreement give the general partner discretion over decisions related to liquidation and dissolution of Aimco Operating PartnershipNew
RISKS RELATED TO OUR INDEBTEDNESS AND FINANCING
- 53Our debt financing could result in foreclosure of our apartment communities, prevent us from making distributions on our equity, or otherwise adversely affect our liquidity33% rewritten
- 54Disruptions in the financial markets could affect our ability to obtain financing and the cost of available financing and could adversely affect our liquidity
- 55Increases in interest rates would increase our interest expense and reduce our profitability and could adversely affect our business, operating results, and financial condition39% rewritten
- 56Covenant restrictions may limit our operations and impact our ability to make payments to our investors
- 57We may increase leverage in executing our development plan, which could further exacerbate the risks associated with our indebtedness28% rewritten
RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE
- 70Aimco Operating Partnership and its subsidiaries may be prohibited from making distributions and other payments
- 71Limits on ownership of shares specified in Aimco’s charter may result in the loss of economic and voting rights by purchasers that violate those limits
- 72the shares (and all voting and dividend rights of the shares) will be held in trust for the benefit of one or more charitable organizations designated by Aimco
- 73Aimco’s charter may limit the ability of a third-party to acquire control of Aimco
- 74The Maryland General Corporation Law may limit the ability of a third-party to acquire control of Aimco
- 75has at least three directors who are not officers or employees of the entity or related to an acquiring person; and
- 76the secretary of the corporation may call a special meeting of stockholders at the request of stockholders only on the written request of the stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting, even if the procedure is contrary to the charter or bylaws
Other Apartment Investment & Management 10-Ks
- FY2024 10-K risk factors54 risks
The company faces significant exposure from geographic concentration in Florida, Chicago, Washington D.C., and the Northeast. Active exploration of strategic alternatives and potential sale processes dominate current risk disclosures. A $48.6 million non-cash impairment on the IQHQ investment highlights asset volatility.
Filed Feb 24, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.