APARTMENT INVESTMENT & MANAGEMENT CO 8-K

What Happened

• Apartment Investment & Management Company (Aimco) confirmed its Board approved a Plan of Sale and Liquidation on November 10, 2025 and filed proxy materials (preliminary Dec 15, 2025; definitive Jan 2, 2026; mailed ~Jan 6, 2026). In a Feb 2, 2026 Form 8‑K, Aimco supplemented the definitive proxy to add disclosures about its engagement of Morgan Stanley as lead financial advisor (Sale Engagement), which began in December 2024 (following an earlier 2022 advisory engagement).

Key Details

• Advisor role: Morgan Stanley was engaged in Dec 2024 to pursue a sale/merger or similar Transaction; it reviewed Aimco’s methodology for estimating Total Estimated Liquidating Distributions but did not provide a fairness opinion.
• Fees: Transaction Fee = 1.00% of Transaction Value (equity value or asset consideration plus outstanding debt-like items); optional additional discretionary fee up to 0.15% at closing.
• Other payments: $300,000 advisory fee per calendar quarter while engaged; $2.0 million opinion fee would be credited against any Transaction Fee if an opinion were requested (it was not); reimbursement of out‑of‑pocket expenses up to $75,000 without prior consent.
• Paid to date: Morgan Stanley has received approximately $5.55 million to date in connection with the Sale Engagement and the Plan of Sale and Liquidation.
• Conflicts/activities: Filing discloses Morgan Stanley and affiliates may trade or hold positions in Aimco securities or those of counterparties, and Aimco agreed to customary indemnities.

Why It Matters

• These disclosures show the adviser relationship and the costs tied to a potential sale or liquidation of Aimco, which are direct drivers of transaction expenses and therefore affect proceeds available for distribution to shareholders. The filing highlights Morgan Stanley’s compensation structure and confirms it did not issue a fairness opinion for the liquidation path. Investors should review the definitive proxy and related SEC filings for details on timing, estimated liquidating distributions, and risk factors before voting or making investment decisions.