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 31, 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 File Number)	(IRS Employer
of Incorporation)		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

(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 31, 2022, Apartment Income REIT, L.P. (the “Company”), and the Company’s chief executive officer, Terry Considine, entered into a second amendment (the “Second Amendment”) to Mr. Considine’s employment agreement dated December 29, 2017, as amended on October 29, 2021. The Second Amendment became effective on December 31, 2022, and amends the employment agreement (i) to extend the term of his employment agreement by an additional year, through December 31, 2023, unless further extended or earlier terminated as provided in the employment agreement and (ii) to reflect that Mr. Considine’s compensation earned and payable with respect to any fiscal year will be reduced to assist the Company’s achievement of its goal that general and administrative expenses not exceed 0.15% of the Company’s gross asset value, as determined by the Company’s board of directors and Mr. Considine.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, 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	Second Amendment dated December 31, 2022, to employment agreement between Terry Considine and Apartment Income REIT, L.P. (f/k/a AIMCO Properties, 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.

Dated: January 5, 2023
	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

Exhibit 10.1

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment to the Employment Agreement (the “Amendment”) is entered into as of December 31, 2022, 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 October 29, 2021 (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, 2023, 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 amended and restated in its entirety as follows:

“Notwithstanding the foregoing in this Section 2 or otherwise in this Agreement, with respect to compensation that pursuant to this Agreement would otherwise be earned by Executive and owed by Company with respect to any fiscal year of the Company, the Executive and the Company agree that such compensation shall be reduced to assist the Company in meeting its goal that General and Administrative expenses not exceed .15% of the Company’s Gross Asset Value for such fiscal year, as defined and determined by the Board and the Executive.”

3.Except as expressly amended by this Amendment, all of the terms of the Employment Agreement shall remain in full force and effect.

if 1= 3 "688379.04-PALSR01A - MSW"

Exhibit 10.1

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.

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/ Mr. Terry Considine
Mr. Terry Considine

if 2= 3 "688379.04-PALSR01A - MSW"

XML

Document And Entity Information	12 Months Ended
	Dec. 31, 2022
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 31, 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	Apartment Income REIT Corp. Class A Common Stock
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	Dec. 31, 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