APARTMENT INVESTMENT & MANAGEMENT CO 8-K

What Happened

• Apartment Investment & Management Company (Aimco) filed an 8‑K reporting that Aimco Development Company, LLC (the employer affiliate) entered a letter agreement with CEO Wesley Powell on December 26, 2025. The Compensation & Human Resources Committee approved the agreement to incent Powell to lead the execution of Aimco’s Board‑approved Plan of Sale and Liquidation (approved November 2025).
• Under the Powell Letter Agreement, Powell will receive an accelerated 2025 cash bonus prepayment of $1,470,000 and a retention award of $5,250,000 (in lieu of future cash severance). Both amounts are payable in a lump sum in cash no later than December 31, 2025. The Employment Agreement (dated October 27, 2021) was amended to remove certain cash severance provisions.

Key Details

• Bonus Prepayment: $1,470,000, payable by Dec 31, 2025; repayable (after‑tax) if Powell resigns or is terminated for cause on or before the date in 2026 when his 2025 bonus would otherwise be paid.
• Retention Award: $5,250,000, payable by Dec 31, 2025; repayable (after‑tax) if Powell resigns prior to a change in control or is terminated for cause prior to either (a) the final distribution to stockholders if the Plan of Sale and Liquidation is approved by stockholders, or (b) December 31, 2027 if the Plan is not approved.
• Repayment enforcement: Aimco may offset unpaid repayment obligations by surrendering/cancelling vested Aimco common stock held by Powell (valued by Aimco). If Powell’s employment terminates on/after the Payment Date under circumstances not triggering repayment, he must sign and not revoke a release to retain the Retention Award.
• “Change in control” definition modified so that a complete liquidation/dissolution triggers that prong, but a sale of substantially all assets does not automatically trigger it.

Why It Matters

• This filing outlines material compensation actions for Aimco’s CEO tied to the company’s Plan of Sale and Liquidation. The accelerated cash payments and retention award are intended to secure leadership continuity during a significant corporate transition.
• For investors, the agreement increases short‑term cash compensation expense and may affect Aimco’s governance and shareholder outcomes tied to the liquidation/sale process; repayment and equity‑offset provisions reduce some retention risk if Powell departs or is fired for cause.