APARTMENT INVESTMENT & MANAGEMENT CO Stock Compensation Disclosure
We have a stock award and incentive program to attract and retain employees and independent directors. As of December 31, 2025, approximately 16.8 million shares were available for issuance under the Second Amended and Restated 2015 Stock Award and Incentive Plan (the “2015 Plan”). The total number of shares available for issuance under this plan may increase due to any forfeiture, cancellation, exchange, surrender, termination or expiration of an award outstanding under the 2015 Plan. Awards under the 2015 Plan may be in the form of stock options, stock, and LTIP Units as authorized under the 2015 Plan. Our plans are administered by the Compensation and Human Resources Committee of the Board.
In connection with the Separation, we entered into an agreement to modify all outstanding awards granted to the holders of such awards. Each outstanding time or performance based Aimco award was converted into one share of Aimco Common Stock and one share of AIR common stock. Generally, all such Aimco equity awards retained the same terms and vesting conditions as the original Aimco equity awards immediately before the Separation.
Following the Separation, compensation expense related to these modified awards for the employees retained by us was incurred by Aimco. The compensation expense related to these modified awards for employees of AIR was incurred by AIR.
For the years ended December 31, 2025, 2024, and 2023, total compensation cost recognized for share-based awards was (in thousands):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Share-based compensation expense (1) |
|
$ |
5,897 |
|
|
$ |
6,494 |
|
|
$ |
9,221 |
|
Capitalized share-based compensation (2) |
|
|
677 |
|
|
|
1,019 |
|
|
|
1,274 |
|
Total share-based compensation (3) |
|
$ |
6,574 |
|
|
$ |
7,513 |
|
|
$ |
10,495 |
|
As of December 31, 2025, our share of total unvested compensation cost not yet recognized was $7.8 million. We expect to recognize this compensation cost over a weighted-average period of approximately 1.5 years. The aggregate fair value of the vested Restricted Stock Awards and LTIP I Units during each of the years ended December 31, 2025, 2024, and 2023 was $5.7 million, $2.1 million, and $0.9 million, respectively.
For our employees, we grant restricted stock awards and two forms of LTIP Units that are subject to time-based vesting and require continuous employment, typically over a period of to five years from the grant date, and we refer to these awards as Time-Based Restricted Stock, Time-Based LTIP I Units, and Time-Based LTIP II Units. We also grant stock options, restricted stock awards, and two forms of LTIP Units, that vest conditioned on our total shareholder return (“TSR”), relative to identified indices over a forward-looking performance period of three years. We refer to these awards as TSR Stock Options, TSR Restricted Stock, and TSR LTIP II Units. Earned TSR-based awards, if any, will generally vest over a period of to four years from the grant date, based on continued employment. Vested LTIP II Units may be converted at the holders’ option to LTIP Units for a conversion metric over a term of 10 years. Our TSR Stock Options generally expire 10 years from the date of grant.
We recognize compensation cost associated with time-based awards ratably over the requisite service periods. We recognize compensation cost related to the TSR-based awards, over the requisite service period, commencing on the grant date. The value of the TSR-based awards takes into consideration the probability that the market condition will be achieved; therefore, previously recorded compensation cost is not adjusted in the event that the market condition is not achieved, and awards do not vest.
We had Time-Based Restricted Stock, Time-Based LTIP II Units, TSR Stock Options, TSR Restricted Stock, and TSR LTIP II Units outstanding as of December 31, 2025. The following two tables summarize activity for equity compensation for the year ended December 31, 2025.
|
Time-Based Restricted Stock Awards |
|
|
TSR Restricted Stock Awards |
|
|
||||||||||
|
Number of |
|
|
Weighted-Average |
|
|
Number of |
|
|
Weighted-Average |
|
|
||||
Outstanding at beginning of year |
|
2,282,680 |
|
|
$ |
6.87 |
|
|
|
1,323,416 |
|
|
$ |
7.92 |
|
|
Granted |
|
398,817 |
|
|
|
8.94 |
|
|
|
438,175 |
|
|
|
11.66 |
|
|
Vested |
|
(847,803 |
) |
|
|
6.73 |
|
|
|
(531,349 |
) |
|
|
7.65 |
|
(1) |
Forfeited |
|
(223,905 |
) |
|
|
7.07 |
|
|
|
(33,197 |
) |
|
|
7.76 |
|
(1) |
Outstanding at end of year |
|
1,609,789 |
|
|
$ |
7.43 |
|
|
|
1,197,045 |
|
|
$ |
9.41 |
|
|
(1) Weighted-average grant date fair value is based off pre-Separation values when the awards were granted.
|
|
Unvested TSR LTIP II Units |
|
|
Convertible LTIP II Units |
|
|
Unvested TSR Stock Options |
|
|
Exercisable TSR Stock Options |
|
||||||||||||||||||||
|
|
Number of |
|
|
Weighted-Average |
|
|
Number of |
|
|
Weighted-Average |
|
|
Number of |
|
|
Weighted-Average |
|
|
Number of |
|
|
Weighted-Average |
|
||||||||
Outstanding at beginning of year |
|
|
897,106 |
|
|
$ |
5.51 |
|
|
|
1,869,609 |
|
|
$ |
6.45 |
|
|
|
529,967 |
|
|
$ |
6.78 |
|
|
|
317,200 |
|
|
$ |
6.66 |
|
Dividend adjustment |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
|
484,512 |
|
|
N/A |
|
|||||||
Granted |
|
|
206,364 |
|
|
|
6.96 |
|
|
|
— |
|
|
|
— |
|
|
|
128,554 |
|
|
|
6.96 |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Vested |
|
|
(1,103,470 |
) |
|
|
5.78 |
|
|
|
1,103,470 |
|
|
|
5.78 |
|
|
|
(658,521 |
) |
|
|
6.82 |
|
|
|
658,521 |
|
|
|
6.82 |
|
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding at end of year (1) |
|
|
— |
|
|
$ |
— |
|
|
|
2,973,079 |
|
|
$ |
3.42 |
|
|
|
— |
|
|
$ |
— |
|
|
|
1,460,233 |
|
|
$ |
4.53 |
|
(1) The TSR Stock Options and LTIP II units were adjusted during the year pursuant to anti-dilution provisions that provide for equitable adjustments in the event of a special cash dividend. The weighted-average exercise price of TSR Stock Options and LTIP II Units outstanding at end of year reflect the adjustments as a result of the special dividends paid during the year. The adjustments did not result in incremental share-based compensation expense.
The aggregate intrinsic values are calculated as the difference between the closing price of Aimco common stock on the last trading day of the year and the exercise price multiplied by the number of in-the-money TSR Stock Options and LTIP II
Units had they all been exercised and converted, respectively, on December 31, 2025. The aggregate intrinsic values for those that were exercisable or convertible was $9.5 million.
The following table summarizes the unvested equity that are potentially dilutive to Aimco and Aimco Operating Partnership as of December 31, 2025 (in thousands, except shares):
Awards |
Aimco |
|
|
Unvested Compensation Not Yet Recognized (1) |
|
||
Time-Based Restricted Stock Awards |
|
1,609,789 |
|
|
$ |
3,529 |
|
TSR Restricted Stock Awards |
|
1,197,045 |
|
|
|
4,240 |
|
Total awards |
|
2,806,834 |
|
|
$ |
7,769 |
|
(1) Unvested compensation not yet recognized represents our compensation cost for our employees. Compensation costs related to shares issued to AIR employees are recognized by AIR.
In addition to the potentially dilutive awards held by Aimco employees, AIR employees and former AIR employees hold 0.8 million stock options and 1.0 million TSR LTIP II Units. The weighted-average exercise price of stock-based options held by AIR and former AIR employees is $3.12 per share; the weighted-average exercise price of LTIP II Units held by AIR and former AIR employees is $2.68 per unit. Current and former Aimco board members also hold 0.6 million exercisable stock options with a weighted-average exercise price of $4.78 per share.
Determination of Grant-Date Fair Value Awards
We estimated the fair value of TSR-based awards granted in 2025, 2024, and 2023 using a Monte Carlo simulation valuation method. Under this method, the prices of the indices and shares of our Common Stock were simulated through the end of the performance period. The correlation matrix between shares of our Common Stock and the indices, as well as the corresponding return volatilities, were developed based upon an analysis of historical data.
The following table includes the assumptions used for the valuation of TSR-based awards that were granted in 2025, 2024, and 2023.
TSR Award Assumptions |
|
2025 |
|
2024 |
|
2023 |
Grant date market value of a common share |
|
$9.06 |
|
$7.43 |
|
$7.59 |
Risk-free interest rate |
|
4.31%-4.43% |
|
4.11%-5.20% |
|
3.89%-4.73% |
Dividend yield |
|
0% |
|
0% |
|
0% |
Expected volatility |
|
29.17%-39.71% |
|
31.28%-33.16% |
|
34.08%-36.19% |
Derived vesting period of TSR Restricted Stock |
|
3 |
|
3 |
|
3 |
Weighted average expected term of TSR Stock Options, TSR LTIP I Units, and TSR LTIP II Units |
|
N/A |
|
N/A |
|
N/A |
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2019 | Feb 24, 2020 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.