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) May 19, 2022

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	(Commission	(I.R.S. Employer
of incorporation or organization)	File Number)	Identification No.)

4582 SOUTH ULSTER STREET

SUITE 1700, DENVER, CO 80237

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 757-8101

NOT APPLICABLE

(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
Class A Common Stock (Apartment Income REIT Corp.)	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 1.01 Entry into a Material Definitive Agreement.

On May 19, 2022, Apartment Income REIT, L.P. entered into an amendment to the Master Leasing Agreement, dated as of December 15, 2020, to allow notices of non-renewal to be delivered until the end of the then-effective term.

Item 7.01 Regulation FD Disclosure.

The parties to the Master Leasing Agreement are exploring whether certain potential additional mutually beneficial amendments are feasible.

Item 9.01 Financial Statements and Exhibits.

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

Exhibit No.	Description
10.1	Amendment to Master Leasing Agreement by and between Apartment Income REIT, L.P. and Aimco Development Company, LLC, dated as of May 19, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Dated: May 25, 2022
	APARTMENT INCOME REIT CORP.
		/s/ Paul Beldin
		Paul Beldin
		Executive Vice President and Chief Financial Officer
	APARTMENT INCOME REIT, L.P.
	By: AIR-GP, Inc., its General Partner
		/s/ Paul Beldin
		Paul Beldin
		Executive Vice President and Chief Financial Officer

EX-10.1

AMENDMENT TO MASTER LEASING AGREEMENT

THIS AMENDMENT TO MASTER LEASING AGREEMENT (this “Amendment”) is made as of May 19, 2022 (the “Amendment Effective Date”) by and between Apartment Income REIT, L.P., a Delaware limited partnership (formerly known as AIMCO Properties, L.P.) (“AIR”), and Aimco Development Company, LLC, a Delaware limited liability company (“DevCo”). AIR and DevCo may be referred to herein each individually as a “Party” and collectively as the “Parties”.

RECITALS

A. AIR and DevCo have entered into that certain Master Leasing Agreement, dated as of December 15, 2020, with respect to the leasing of certain real property, including the land and any improvements located thereon as further described therein (as amended from time to time, the “Master Leasing Agreement”).

B. AIR and DevCo desire to amend certain terms of the Master Leasing Agreement as more particularly set forth in this Amendment.

AGREEMENTS

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Defined Terms. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Master Leasing Agreement.

2.Notice of Termination. Effective as of the Amendment Effective Date, Section 3(a) of the Master Leasing Agreement is hereby deleted in its entirety and replaced with the following in lieu thereof:

“(a) Term of this Agreement. The term of this Agreement shall be for eighteen (18) months, commencing on the Effective Date and expiring on the date immediately preceding the eighteenth (18th) month anniversary of the Effective Date (the “Initial Term”), unless earlier terminated as provided in this Agreement; provided, however, that the term of this Agreement shall automatically renew each year for an additional one (1) year period (the Initial Term, as may be extended hereby, the “Term”), unless and until either AIR or DevCo delivers written notice on or before 11:59 p.m. (Mountain time) on the day immediately prior to the end of the then existing term (as extended hereby) to the other electing to terminate this Agreement, in which case this Agreement shall terminate as of the last day of the then existing term.”

3.Miscellaneous.

(a)Full Force and Effect. Except as modified by this Amendment, all of the terms, conditions and provisions of the Master Leasing Agreement shall remain in full force and effect and are hereby ratified and confirmed. The term “Agreement,” as used in the Master Leasing Agreement, shall mean the Master Leasing Agreement, as amended this Amendment.

(b)Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(c)Electronic Signatures. In order to expedite the transactions contemplated hereby, emailed or DocuSign signatures may be used in place of original signatures on this Amendment. The Parties intend to be bound by the signatures on any emailed or DocuSigned copy of this Amendment, are

aware that the other Party will rely on the emailed or DocuSigned signatures, and hereby waive any defenses to the enforcement of the terms hereof based on the form of signature.

(d)Applicable Law. This Amendment shall be subject to the provisions of Section 19(e) of the Master Leasing Agreement, which section is hereby incorporated by reference.

[remainder of page intentionally left blank]

IN WITNESS HEREOF, the Parties hereto have caused this Amendment to be executed as of the Amendment Effective Date.

AIR:	APARTMENT INCOME REIT, L.P., a Delaware limited partnership By: AIR-GP, Inc.,         its general partner,         a Delaware corporation
	By: /s/ Lisa R. Cohn Name: Lisa R. Cohn Title: President, General Counsel and Corporate Secretary

[signatures continue on following page]

DevCo:	AIMCO DEVELOPMENT COMPANY, LLC, a Delaware limited liability company,
	By: /s/ Jennifer Johnson Name: Jennifer Johnson Title: Executive Vice President, Chief Administrative Officer and General Counsel

[end of signature pages]

XML

Document And Entity Information	May 19, 2022
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 19, 2022
Entity Registrant Name	APARTMENT INCOME REIT CORP.
Entity Central Index Key	0001820877
Entity Emerging Growth Company	false
Entity File Number	001-39686
Entity Incorporation, State or Country Code	MD
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	Class A Common Stock (Apartment Income REIT Corp.)
Trading Symbol	AIRC
Security Exchange Name	NYSE
Apartment Income Reit, L.P. [Member]
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 19, 2022
Entity Registrant Name	APARTMENT INCOME REIT, L.P.
Entity Central Index Key	0000926660
Entity Emerging Growth Company	false
Entity File Number	000-24497
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-1275621
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