8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2023

APARTMENT INCOME REIT CORP.

APARTMENT INCOME REIT, L.P.

(Exact name of Registrant as Specified in Its Charter)

Maryland (Apartment Income REIT Corp.)	001-39686	84-1299717
Delaware (Apartment Income REIT, L.P.)	000-24497	84-1275621
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4582 South Ulster Street Suite 1700
Denver, Colorado		80237
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (303) 757-8101

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Apartment Income REIT Corp. Class A Common Stock	AIRC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 22, 2023, Apartment Income REIT, L.P. (the “Company”), and the Company’s chief executive officer, Terry Considine, entered into an amendment (the “Amendment”) to Mr. Considine’s employment agreement dated December 29, 2017, as previously amended. The Amendment amends the employment agreement to extend the term of his employment agreement by an additional year, through December 31, 2024, unless further extended or earlier terminated as provided in the employment agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)     The following exhibits are filed with this report:

Exhibit No.	Description
10.1	Amendment dated December 22, 2023, to employment agreement between Terry Considine and Apartment Income REIT, L.P.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 INCOME REIT CORP.
Date:	December 27, 2023	By:	/s/ Paul Beldin
			Paul Beldin Executive Vice President and Chief Financial Officer
		APARTMENT INCOME REIT, L.P.
		By: AIR-GP, Inc., its General Partner
		By:	/s/ Paul Beldin
			Paul Beldin Executive Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to the Employment Agreement (the “Amendment”) is entered into as of December 22, 2023, by and between Apartment Income REIT, L.P. (f/k/a AIMCO Properties, L.P.), a Delaware limited Partnership (the “Partnership”), and Terry Considine (the “Executive”) pursuant to their mutual goals to be the best-in-class, most efficient, and most shareholder friendly way to invest in multi-family properties. RECITALS WHEREAS, the Executive and the Partnership desire to amend the Employment Agreement, by and between Executive and the Partnership, dated as of December 29, 2017, as amended on December 15, 2020, October 29, 2021, and December 31, 2022 (collectively, the “Employment Agreement”), as provided for herein; WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Employment Agreement; and NOW, THEREFORE, in consideration and exchange for the foregoing, the parties hereto hereby amend the Employment Agreement as follows, effective as of the date first written above: 1. Section 1.1 of the Employment Agreement is hereby amended and restated in its entirety as follows: “1.1 Term of Employment. The Executive’s term of employment under this Agreement shall continue until December 31, 2024, unless further extended or earlier terminated as provided in this Agreement. The period of time between the Effective Date and the termination of the Executive’s employment under this Agreement shall be referred to herein as the “Employment Term.” 2. Section 2.5 of the Employment Agreement, is hereby deleted. 3. Except as expressly amended by this Amendment, all of the terms of the Employment Agreement shall remain in full force and effect. 4. This Amendment may be executed in any number of counterparts, each of which shall be considered an original instrument, but all such counterparts shall together constitute one and the same agreement. [Signature page follows]

Exhibit 10.1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date and year first above written. Apartment Income REIT, L.P. By: AIR-GP, Inc., its general partner By: /s/ Lisa R. Cohn Name: Lisa R. Cohn Title: President and General Counsel /s/ Terry Considine Mr. Terry Considine

XML

Cover	Dec. 27, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 27, 2023
Entity Registrant Name	APARTMENT INCOME REIT CORP.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-39686
Entity Tax Identification Number	84-1299717
Entity Address, Address Line One	4582 South Ulster Street
Entity Address, Address Line Two	Suite 1700
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80237
City Area Code	303
Local Phone Number	757-8101
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Apartment Income REIT Corp. Class A Common Stock
Trading Symbol	AIRC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001820877
Amendment Flag	false
Entity Incorporation, State or Country Code	MD
Apartment Income Reit LP
Document Information [Line Items]
Entity Registrant Name	APARTMENT INCOME REIT, L.P.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-24497
Entity Tax Identification Number	84-1275621
Entity Central Index Key	0000926660
Amendment Flag	false
Entity Incorporation, State or Country Code	DE