UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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): ~~September~~October 182, 2024

APARTMENT INCOME REIT, L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-24497	84-1275621
(State or Other Jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

345 Park Avenue, New York, New York	10154
(Address of Principal Executive Offices)	(Zip Code)

(212) 583-5000

Registrant’s telephone number, including area code

N/A

(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:
N/A		N/A		N/A

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 15.0102 ~~Entry~~Departure ~~Into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnPrincipal ~~September~~Executive ~~18,~~Officer 2024, Apartment Income REIT, L.P., a Delaware limited partnership (the “Partnership”) caused certain subsidiaries of the Partnership (collectively, the “Mortgage Borrowers”) to obtain a $1,050,000,000 mortgage loan (the “Mortgage Loan”) from Wells Fargo Bank, National Association, Morgan Stanley Mortgage Capital Holdings LLC, Société Générale Financial Corporation, Bank of Montreal, JPMorgan Chase Bank, National Association, Barclays Capital Real Estate Inc., Goldman Sachs Bank USA, Bank of America, N.A., and German American Capital Corporation (together with their successors and assigns, the “Lenders”). The Mortgage Loan is secured by first-priority, cross-collateralized mortgage liens on certain of the Mortgage Borrowers’ properties located in California, Florida, Maryland, North Carolina, and the District of Columbia, related personal property, reserves, a pledge of all income received by the Mortgage Borrowers with respect to such properties, and a security interest in deposit accounts held by certain Mortgage Borrowers.Transition

~~The~~On ~~proceeds~~October ~~from~~2, 2024 (the ~~Mortgage~~“Separation ~~Loan~~Date”), ~~were~~effective orimmediately, ~~will~~Terry beConsidine ~~used,~~stepped ~~among~~down ~~other~~as ~~things~~Chief Executive Officer of Apartment Income REIT, toL.P. (ithe “Partnership”) ~~repay~~and ~~the~~as ~~existing~~a ~~financing~~director ~~encumbering~~of the ~~properties,~~board (iithe “Board”) ~~pay~~of ~~for certain~~Apartment ~~costs~~Income ~~and~~REIT ~~expenses~~LLC (f/k/a Apartment Income REIT Corp.) ~~incurred~~(“AIR”), inthe ~~connection~~sole ~~with~~member of the ~~closing~~sole member of the ~~Mortgage~~general ~~Loan~~partner of the Partnership, along with any other officer position he held with AIR and ~~(b)~~its ~~relating~~parents, subsidiaries and affiliated entities. Mr. Considine’s resignation is not due to any disagreement with AIR or the ~~operation~~Partnership, the Partnership’s management, or any other member of the ~~properties~~Board. ~~(including~~On October 2, ~~without~~2024, ~~limitation~~the Board appointed Lisa R. Cohn, ~~carrying~~age ~~costs~~55, ~~with~~President, ~~respect~~General toCounsel and Secretary of the ~~properties~~Partnership and ~~funding~~a ~~working capital~~director ~~requirements~~ of the ~~properties)~~Board, and ~~(iii)~~Keith ~~establish~~M. ~~reserves~~Kimmel, ~~including~~age ~~certain~~52, ~~reserves~~President ~~that~~of ~~may~~Property beOperations ~~required~~of the Partnership, to beserve ~~established~~as co-principal ~~under~~executive officers of AIR and the ~~terms~~general partner of the ~~Mortgage~~Partnership ~~Loan~~to replace Mr. Considine, while maintaining their current respective positions. The Partnership’s Form 10-K/A, filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2024, contains biographical information for each of Ms. Cohn and Mr. Kimmel.

In connection with Mr. Considine’s departure, the Partnership, AIR and Mr. Considine entered into a separation agreement, dated as of the Separation Date (the “Considine Separation Agreement”). The ~~initial~~Considine ~~interest~~Separation ~~rate~~Agreement, onin exchange for a release of claims and other agreements, acknowledgements and representations of Mr. Considine set forth therein, provides for the ~~Mortgage~~payment ~~Loan~~of the isfollowing severance benefits following the Separation Date that are generally consistent with the severance benefits provided for in connection with a separation without cause under Mr. Considine’s employment agreement, dated as of December 29, 2017 (as amended, the “Employment Agreement”), which was previously filed with the SEC: (i) payment, on January 7, 2025, of an amount equal to ~~one~~the ~~month~~sum ~~term~~of ~~SOFR~~(x) three times Mr. Considine’s base salary of $800,000 plus a(y) ~~margin~~Mr. ~~rate~~Considine’s target STI for 2024 of $2,200,000; (ii) payment, on or before November 29, 2024, of a pro-rata portion of Mr.~~08249369%~~ Considine’s STI for 2024 in the amount of $2,569,370; (iii) continued medical coverage at the ~~“Spread”~~Partnership’s expense of Mr. Considine and his spouse and other eligible dependents until 18 months following the Separation Date or, if earlier, the date Mr. Considine becomes eligible for medical coverage under a subsequent employer’s plans, plus, if Mr. Considine and his dependents did not become eligible for coverage earlier, within 30 days of the end of the 18-month period following the Separation Date, a lump sum payment equal to six times the monthly COBRA premium amount; and (iv) payment, on January 7, 2025, of an amount equal to $15,385 in consideration of Mr. Considine’s release of certain claims. The Considine Separation Agreement also provides for payment, on or before November 29, 2025, of an amount equal to $1,250,000, in exchange for a release of claims and modifications of certain of the restrictive covenants to which Mr. Considine is subject.

~~The~~As ~~Mortgage~~documented ~~Loan~~in isthe ~~scheduled~~Considine toSeparation ~~mature~~Agreement, oncertain ~~October~~“LTIP 9,units” ~~2026,~~in the Partnership held by Mr. Considine vested in accordance with their anterms ~~option~~as ~~for~~of the ~~Mortgage~~Separation ~~Borrowers~~Date toas ~~extend~~a ~~the~~result ~~initial~~of ~~term~~Mr. ~~for~~Considine’s ~~three~~departure within one- year following a change in control of AIR. LTIP units held by Mr. Considine that remained unvested after such accelerated vesting were forfeited as of the ~~extension~~ Separation ~~terms~~Date. Within two days following the Separation Date, ~~subject~~the Partnership paid Mr. Considine an aggregate amount of $2,993,225, related to distributions retained with respect to certain ~~conditions~~LTIP units that vested as of the Separation Date.

~~The~~In ~~Mortgage~~the ~~Loan~~Considine ~~contains~~Separation ~~various~~Agreement, ~~representations~~the Partnership and ~~warranties,~~Mr. asConsidine ~~well~~each asagreed to certain ~~financial,~~modifications ~~operating~~to ~~and~~obligations ~~other~~owed to one another under the restrictive covenants ~~that~~contained ~~will,~~in ~~among~~the ~~other things~~Employment Agreement, ~~limit~~including ~~the~~waiving ~~Mortgage~~Mr. ~~Borrowers~~Considine’s ~~ability~~non-solicitation and no-hire covenants with respect to: certain employees of the Partnership.

•The ~~incur~~foregoing ~~additional~~description ~~secured~~of orthe ~~unsecured~~Considine ~~indebtedness;~~Separation Agreement is a summary and is qualified in its entirety by reference to the complete terms of such agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

•Departure ~~make cash distributions at any time that the debt yield, representing the quotient (expressed as a percentage) calculated by dividing the annualized net operating income~~ of ~~the~~Joshua properties subject to the Mortgage Loan by the outstanding principal amount of the indebtedness under such Mortgage Loan, is less than 6.00% for the Mortgage Loan for two consecutive calendar quarters;Minix

•On ~~make~~October ~~investments~~7, or2024, ~~acquisitions;~~effective immediately, Joshua Minix stepped down as the Partnership’s Executive Vice President and Chief Investment Officer, along with any other officer position he held with AIR and its parents, subsidiaries and affiliated entities.

•In ~~use~~connection ~~assets~~with Mr. Minix’s departure, the Partnership, AIR and Mr. Minix entered into a separation agreement and general release, dated as of ~~security~~October 8, 2024 (the “Minix Separation Agreement”). The Minix Separation Agreement, in exchange for a release of claims and other ~~transactions~~agreements, acknowledgements and representations of Mr. Minix set forth therein, among other items, provides for the payment of the following severance benefits following execution of the Minix Separation Agreement: (i) a separation payment of $1,620,600; and (ii) payment of an amount equal to $8,654 in consideration of Mr. Minix’s release of certain claims.

•The ~~guarantee~~foregoing ~~other~~description ~~indebtedness~~of the Minix Separation Agreement is a summary and is qualified in its entirety by reference to the complete terms of such agreement, which is filed herewith as Exhibit 10.2 and incorporated by reference herein.

Defaults under the Mortgage Loan include, among other things, the failure to pay interest or principal when due, material misrepresentations, transfers of the underlying security for the Mortgage Loan without consent from the applicable Lender (if required pursuant to the terms of the loan documents), bankruptcy of a Mortgage Borrower, failure to maintain the insurance required under the Mortgage Loan documents and a failure to observe other covenants under the Mortgage Loan, in each case, subject to any applicable cure rights.

In addition, the Mortgage Borrowers will have recourse liability under the Mortgage Loan (which liability is also a liability of the Partnership) for certain matters typical of a transaction of this type, including, without limitation, relating to losses arising out of actions by the Mortgage Borrowers, any member or general partner of the Mortgage Borrowers or their respective controlled affiliates which constitute fraud, material and willful misrepresentation, misappropriation or conversion of funds (including insurance proceeds), removal or disposal of any property during the continuance of an event of default under the Mortgage Loan, a violation of the transfer restrictions set forth in the loan agreements, and willful misconduct that results in physical damage or waste to any property. The Mortgage Borrowers will also have recourse liability for the Mortgage Loan (which liability in the case of the Partnership will be capped at 10% of the then-outstanding principal balance of the loan) in the event of a voluntary or collusive involuntary bankruptcy of any Mortgage Borrower, in the event such Mortgage Borrower, any member or general partner of Mortgage Borrower or their respective affiliates consent to or join in the application for the appointment of a custodian, receiver, trustee or examiner of any Mortgage Borrower, or of any property or any Mortgage Borrower making an assignment for the benefit of creditors.

The description of the Mortgage Loan contained in this Item 1.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the loan agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement.

On September 18, 2024, a portion of the proceeds from the Mortgage Loan were used for the repayment of all amounts outstanding under that certain loan agreement (the “June Loan”), dated as of June 28, 2024, by and among the Mortgage Borrowers and certain other subsidiaries of the Partnership, as borrowers, the lending institutions parties thereto, and Wells Fargo Bank, National Association, as administrative agent, and the June Loan, and all commitments, liabilities and other obligations thereunder, was terminated pursuant to its terms.

For a description of the terms of the June Loan, see Item 1.01 of the Partnership’s Current Report on Form 8-K, filed on July 1, 2024, which description is incorporated by reference into this Item 1.02.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit Description
10.1		~~Loan~~Separation Agreement, dated as of ~~September~~October 182, 2024, ~~among~~by ~~Wells~~and ~~Fargo~~among ~~Bank,~~Terry ~~National Association~~Considine, ~~Morgan~~Apartment ~~Stanley~~Income ~~Mortgage Capital Holdings LLC~~REIT, ~~Société Générale Financial Corporation, Bank of Montreal, JPMorgan Chase Bank, National Association, Barclays Capital Real Estate Inc~~L.~~, Goldman Sachs Bank USA, Bank of America, N~~P.~~A.,~~ and ~~German~~Apartment ~~American~~Income ~~Capital~~REIT ~~Corporation, collectively, as the lenders, and the borrower entities identified on Exhibit A attached thereto, as the borrowers~~LLC.
10.2		Separation Agreement and General Release, dated as of October 8, 2024, by and among Joshua Minix, Apartment Income REIT, L.P. and Apartment Income REIT LLC.
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 hereunto duly authorized.

	APARTMENT INCOME REIT, L.P. By: AIR-GP LLC, its General Partner
Dated: September 20, 2024	By:	/s/ Paul Beldin
Dated: October 8, 2024	By:	/s/ Paul Beldin
		Name: Paul Beldin
		Title: Executive Vice President and Chief Financial Officer

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