Apartment Investment and Management (NYSE: AIV) details CEO bonus and $5.25M retention award

Rhea-AI Filing Summary

Apartment Investment and Management Company (Aimco) disclosed a new compensation arrangement for Chief Executive Officer Wesley Powell tied to its previously approved Plan of Sale and Liquidation. On December 26, 2025, affiliate Aimco Development Company, LLC agreed to pay Mr. Powell an accelerated estimated 2025 cash bonus of $1,470,000 and a retention award of $5,250,000, both in cash by December 31, 2025. The retention award replaces his prior cash severance rights and is designed in part to address potential tax impacts under Sections 280G and 4999 of the Internal Revenue Code.

Mr. Powell must repay these amounts on an after-tax basis if he resigns or is terminated for cause within specified periods tied to when his 2025 bonus would normally be paid and to the completion or failure of the Plan of Sale and Liquidation. If he does not satisfy a repayment obligation, Aimco may offset it by canceling vested shares of Aimco common stock he holds. Retention of the award after qualifying terminations also requires Mr. Powell to sign and not revoke a release in favor of Aimco.

Insights

Corporate governance and executive compensation analyst

Aimco restructures CEO pay into upfront bonus and retention tied to liquidation plan.

Aimco has shifted Wesley Powell’s economics away from traditional cash severance toward an immediate $1,470,000 bonus prepayment and a $5,250,000 retention award. This links his compensation more directly to ongoing leadership during execution of the Board-approved Plan of Sale and Liquidation, while also addressing potential tax consequences under Sections 280G and 4999.

The structure includes strong clawback features: both the bonus prepayment and retention award are repayable on an after-tax basis if he resigns or is terminated for cause within clearly defined windows tied to a change in control, final stockholder distribution under the plan, or December 31, 2027 if the plan is not approved. Aimco can also satisfy unpaid repayment obligations by canceling vested common shares held by Mr. Powell.

For investors, this arrangement emphasizes management continuity and alignment during a complex plan of sale and liquidation, while limiting open-ended severance exposure. The effectiveness of these incentives will be observable over the life of the Plan of Sale and Liquidation and in subsequent disclosures about its progress and Mr. Powell’s tenure.

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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 26, 2025

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO OP L.P.

(Exact name of registrant as specified in its charter)

Maryland (Apartment Investment and Management Company)		1-13232		84-1259577
Delaware (Aimco OP L.P.)		0-56223		85-2460835
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation or organization)		File Number)		Identification No.)

4582 SOUTH ULSTER STREET

SUITE 1450, DENVER, CO 80237

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (833) 373-1300

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
Apartment Investment and Management Company Class A Common Stock	AIV	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 26, 2025, Aimco Development Company, LLC (the “Company”), an affiliate of Apartment Investment and Management Company (“Aimco”) and the employer entity for Aimco’s employees, entered into a letter agreement with Wesley Powell, Aimco’s Chief Executive Officer (the “Powell Letter Agreement”). The Compensation and Human Resources Committee (the “Committee”) of the Board of Directors of Aimco (the “Board”) approved the Powell Letter Agreement in order to incentivize Mr. Powell to continue to lead the successful execution of Aimco’s strategic plans, including the Plan of Sale and Liquidation approved by the Board in November 2025 (the “Plan and Sale of Liquidation”), and in order to help mitigate the anticipated adverse impact on Mr. Powell of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the execution of the Plan of Sale and Liquidation.

The Powell Letter Agreement provides that Mr. Powell will receive (i) accelerated payment of his estimated 2025 annual cash bonus in the amount of $1,470,000 (the “Bonus Prepayment”) and (ii) a retention award in the amount of $5,250,000 in lieu of any right to receive cash severance benefits on a future termination of employment (the “Retention Award”), each of which is payable in a lump sum in cash no later than December 31, 2025 (the “Payment Date”). In light of the Retention Award, the Employment Agreement entered into by and between the Company and Mr. Powell on October 27, 2021 (the “Employment Agreement”) was amended by the Powell Letter Agreement to remove certain provisions providing for cash severance benefits on a qualifying termination of employment.

The Bonus Prepayment is subject to repayment by Mr. Powell on an after-tax basis if Mr. Powell resigns from employment with Aimco for any reason, or Aimco terminates his employment for cause, in each case, on or before the date in 2026 upon which his 2025 annual bonus would otherwise be paid. In addition, the Retention Award is subject to repayment by Mr. Powell on an after-tax basis if (i) he resigns from employment with Aimco for any reason prior to a change in control or (ii) Aimco terminates his employment for cause, in each case, prior to either (1) if the Plan of Sale and Liquidation is approved by Aimco’s stockholders, the date of the final distribution to Aimco’s stockholders pursuant to the Plan of Sale and Liquidation or (2) if the Plan of Sale and Liquidation is not approved by Aimco’s stockholders, December 31, 2027. For purposes of the Powell Letter Agreement, “change in control” has the meaning ascribed to such term in the Employment Agreement, except that prong (iii)(B) of such definition will only be triggered upon a complete liquidation or dissolution of Aimco and will not be triggered upon an agreement for the sale or disposition of all or substantially all of the assets of Aimco to any person.

In the event that Mr. Powell does not fulfill any repayment obligation pursuant to the Powell Letter Agreement, Aimco will have the right to offset any such unpaid repayment obligation through the surrender and cancellation of vested shares of Aimco common stock held by Mr. Powell with a value (as determined by Aimco) equal to the amount of such unpaid repayment obligation.

If Mr. Powell’s employment terminates on or after the Payment Date under circumstances that would not otherwise result in the application of the repayment obligation described above, he must sign and not revoke a release agreement in favor of Aimco in order to retain the Retention Award.

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 hereunto duly authorized.

Dated: December 30, 2025

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

/s/ H. Lynn C. Stanfield

H. Lynn C. Stanfield

Executive Vice President and Chief Financial Officer

AIMCO OP L.P.

By: Aimco OP GP, LLC, its general partner

By: Apartment Investment and Management Company, its managing member

/s/ H. Lynn C. Stanfield

H. Lynn C. Stanfield

Executive Vice President and Chief Financial Officer

FAQ

What executive compensation change did Apartment Investment and Management Company (AIV) disclose?

Aimco disclosed that its affiliate entered into a letter agreement with CEO Wesley Powell, providing an accelerated estimated 2025 cash bonus and a new retention award in place of prior cash severance rights.

How much are Wesley Powell’s bonus prepayment and retention award at AIV?

Mr. Powell will receive an estimated 2025 annual cash bonus prepayment of $1,470,000 and a retention award of $5,250,000, both payable in a lump sum in cash no later than December 31, 2025.

Why did Aimco’s board approve the new compensation arrangement for its CEO?

The Compensation and Human Resources Committee approved the agreement to incentivize Mr. Powell to continue leading the execution of Aimco’s Plan of Sale and Liquidation approved in November 2025 and to help mitigate the anticipated adverse impact on him of Sections 280G and 4999 of the Internal Revenue Code.

What happens to Wesley Powell’s prior severance rights under his employment agreement with AIV?

The Powell Letter Agreement amends his October 27, 2021 Employment Agreement to remove provisions providing for cash severance benefits on a qualifying termination of employment, with the new retention award provided in lieu of those severance rights.

Under what conditions must Wesley Powell repay the bonus prepayment and retention award to AIV?

The bonus prepayment must be repaid on an after-tax basis if he resigns or is terminated for cause on or before the date in 2026 when his 2025 bonus would otherwise be paid. The retention award must be repaid if he resigns before a change in control or is terminated for cause before either the final distribution date under the Plan of Sale and Liquidation, if approved by stockholders, or December 31, 2027 if it is not approved.

How can Aimco recover unpaid repayment obligations from its CEO under the new agreement?

If Mr. Powell does not fulfill a repayment obligation, Aimco may offset the amount by surrender and cancellation of vested shares of Aimco common stock he holds, with value determined by Aimco equal to the unpaid obligation.

Does Wesley Powell need to sign a release to keep the retention award at AIV?

Yes. If his employment terminates on or after the payment date in circumstances that do not trigger repayment, he must sign and not revoke a release in favor of Aimco to retain the retention award.