AIRC Apartment Income REIT Corp

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4582 South Ulster Street

Suite 1700

Denver, Colorado 80237

May 21, 2024

Dear AIR Stockholders:

You are cordially invited to attend a special meeting of stockholders of Apartment Income REIT Corp., a Maryland corporation, to be held on June 25, 2024 at 10:00 a.m., Mountain Time, at Apartment Income REIT Corp.’s corporate headquarters, 4582 South Ulster Street, Suite 1700, Denver, CO 80237. At the special meeting, you will be asked to consider and vote on a proposal to approve the merger of Astro Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of the Parent Entities (as defined below) and affiliate of Blackstone Real Estate Partners X L.P., with and into Apartment Income REIT Corp., which we refer to as the “merger,” and other transactions contemplated by the Agreement and Plan of Merger, dated as of April 7, 2024, as it may be amended from time to time, among Apex Purchaser LLC, a Delaware limited liability company (“Buyer 1”), Aries Purchaser LLC, a Delaware limited liability company (“Buyer 2”), Astro Purchaser LLC, a Delaware limited liability company (“Buyer 3” and, together with Buyer 1 and Buyer 2, collectively, the “Parent Entities”), Merger Sub, and Apartment Income REIT Corp., which we refer to as the “merger agreement.” If the merger is completed, you, as a holder of shares of common stock of Apartment Income REIT Corp., will be entitled to receive $39.12 in cash, without interest and less any applicable withholding taxes, in exchange for each share of common stock you own, as more fully described in the enclosed proxy statement.

Our board of directors (which we refer to as the “board” or our “board”) has unanimously approved and declared advisable the merger agreement and the merger and the other transactions contemplated thereby, and determined the merger agreement and the transactions contemplated by the merger agreement, including the merger, on the terms and conditions of the merger agreement to be advisable and in the best interests of Apartment Income REIT Corp. and our stockholders. Our board recommends that you vote “FOR” the approval of the merger. The merger must be approved by the affirmative vote of the holders of at least two-thirds of the outstanding shares of our common stock entitled to vote on the matter (which we refer to as the “required company stockholder approval”). The notice of special meeting and proxy statement accompanying this letter provide you with more specific information concerning the special meeting, the merger, the merger agreement and the other transactions contemplated by the merger agreement. We encourage you to read carefully the enclosed proxy statement, including the annexes. You may also obtain more information about Apartment Income REIT Corp. from us or from documents we have filed with the U.S. Securities and Exchange Commission.

Your vote is very important regardless of the number of shares that you own. Whether or not you plan to attend the special meeting, we request that you authorize a proxy to vote your shares by either completing and returning the enclosed proxy card as promptly as possible or authorizing your proxy or voting instructions by telephone or through the Internet. The enclosed proxy card contains instructions regarding voting. If you attend the special meeting and you are a stockholder of record as of the record date, you may continue to have your shares voted as instructed in your proxy, or you may withdraw your proxy and vote your shares at the special meeting. If you fail to authorize a proxy to vote your shares or to vote at the special meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the shares of common stock that you own will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” approval of the merger.

On behalf of the board, thank you for your continued support.

This proxy statement is dated May 21, 2024 and is first being mailed to our stockholders on or about May 21, 2024.

To the Stockholders of Apartment Income REIT Corp.:

You are cordially invited to attend a special meeting of stockholders of Apartment Income REIT Corp., a Maryland corporation, to be held on June 25, 2024 at 10:00 a.m., Mountain Time, at Apartment Income REIT Corp.’s corporate headquarters, 4582 South Ulster Street, Suite 1700, Denver, CO 80237. The special meeting is being held for the purpose of acting on the following matters:

The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. Pursuant to our bylaws, only the matters set forth in this notice of special meeting may be brought before the special meeting. Our board has fixed the close of business on May 13, 2024 as the record date for the determination of stockholders entitled to notice of and to vote at the special meeting or any postponement or adjournment thereof. All holders of record of our common stock at the close of business on the record date are entitled to receive notice of and attend the special meeting or any postponement or adjournment of the special meeting. Holders of shares of our Class A preferred stock, par value $0.01 per share (“preferred stock”), as of the close of business on the record date are entitled to notice of, but may not vote at, the special meeting. The vote of the holders of our preferred stock is not required to approve any of the proposals at the special meeting and is not being solicited.

Our board has unanimously approved the merger agreement and determined the merger agreement and the transactions contemplated by the merger agreement, including the merger, to be advisable and in the best interests of Apartment Income REIT Corp. and our stockholders. Our board recommends that you vote “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

Pursuant to the terms and subject to the conditions in the merger agreement, at the effective time of the Merger (the “effective time”), each share of Class A common stock, par value $0.01 per share, of the Company (“common stock”) that is issued and outstanding immediately prior to the effective time will be automatically cancelled and converted into the right to receive an amount in cash equal to $39.12 (the “common stock merger consideration”), without interest.

Notwithstanding the foregoing, each share of common stock held immediately prior to the effective time by the Company or any of our subsidiaries or held by the Parent Entities or Merger Sub, if any, will no longer be outstanding and will automatically be cancelled and retired without any conversion thereof and will cease to exist, and no payment will be made in respect thereof nor will any right inure or be made with respect thereto in connection with or as a consequence of the merger.

Substantially concurrently with the effective time, the Company shall effect the redemption of, or make an irrevocable deposit pursuant to the terms of the preferred stock of the Company in respect to the amount required to redeem, all outstanding shares of the preferred stock at a redemption price payable in cash, by or on behalf of the Company, in an amount equal to $100,000 per share of preferred stock plus accumulated, accrued and unpaid dividends thereon, if any, to, but excluding, the date of redemption (“preferred stock redemption payment”) and from and after the effective time, the preferred stock shall no longer be outstanding and all rights of the holders thereof will terminate, except for the right to receive the preferred stock redemption payment.

At the effective time, each award of options to purchase common stock that is outstanding immediately prior to the effective time, whether vested or unvested, shall be cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) determined pursuant to the Apartment Income REIT Corp. 2007 Stock Award and Incentive Plan, the Apartment Income REIT Corp. 2020 Stock Award and Incentive Plan or the Apartment Income REIT Corp. 2020 Employee Stock Purchase Plan (which we refer to collectively as the “company stock plans”), as applicable, and applicable award agreement and in accordance with the terms and conditions of the merger agreement.

Pursuant to the terms and conditions of the merger agreement, immediately prior to the effective time, each award of restricted common stock (each, a “company restricted stock award”) that is outstanding immediately prior to the effective time, whether vested or unvested, will automatically be cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product obtained by multiplying (i) the aggregate number of shares of common stock subject to the company restricted stock award immediately prior to the effective time by (ii) the common stock merger consideration (with any performance goals applicable to such company restricted stock award measured at the greater of target level performance and actual performance through the date of the closing of the merger (which we refer to as the “closing date”)), and in the event that any portion of a company restricted stock award does not vest based on performance, the shares of common stock underlying such portion of the company restricted stock award shall be cancelled as of the effective time without payment therefor and shall have no further force or effect.

The issued and outstanding equity interests of the Company’s operating partnership, Apartment Income REIT, L.P. (the “Partnership”), including the Partnership Common Units (as defined in the Seventh Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of July 7, 2021, together with the Amended and Restated Partnership Unit Designation for the Class I High Performance Partnership Units (as defined in the Amended and Restated Partnership Unit Designation of the Class I High Performance Partnership Units of the Partnership) and the Partnership Unit Designations for the Partnership Preferred Units and the LTIP units of the Partnership (which we refer to as “LTIP units”), and as may be further amended, modified, restated or supplemented (the “Partnership LPA”)), the Class One Partnership Preferred Units, the Class Two Partnership Preferred Units, the Class Three Partnership Preferred Units, the Class Four Partnership Preferred Units, the Class Six Partnership Preferred Units, the Class Seven Partnership Preferred Units, the Class Eleven Partnership Preferred Units, the Class Twelve Partnership Preferred Units, the LTIP units and the Class I High Performance Partnership Units (we refer to all such units of the Partnership collectively as the “Partnership units”), will be unaffected by the merger and will remain issued and outstanding and will continue to have the rights and privileges set forth in the Partnership LPA.

At or prior to the consummation of the merger, the Partnership LPA will be amended by AIR-GP, Inc. (the “General Partner”) to provide that, following the effective time, (i) the Partnership will pay cash to those holders of Partnership units who elect to redeem their Partnership units in accordance with the terms of the Partnership LPA (and will not exercise its right to pay for such redeemed Partnership units in shares of our common stock), (ii) any Partnership units redeemed on the closing date or within 10 days thereafter will be valued at an amount equal to the common stock merger consideration minus the aggregate amount of all distributions per Partnership Common Unit declared or paid to the holders of Partnership Common Units

during the period commencing on the closing date and ending on the date a notice of redemption is received and (iii) any Partnership units redeemed after the tenth (10th) day following the closing date will be valued by the General Partner in good faith on the basis of such information as it considers, in its reasonable judgment, as appropriate (which we refer to as the “LPA Amendment”).

The foregoing description of the expected LPA Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the expected LPA Amendment, which is attached as an exhibit to the merger agreement, a copy of which is attached to this proxy statement as Annex A.

The merger agreement contains customary representations, warranties and covenants, including, among others, covenants by the Company to conduct its business in all material respects in the ordinary course of business and in a manner consistent with past practice, subject to certain exceptions, during the period between the execution of the merger agreement and the closing. the obligations of the parties to consummate the merger are not subject to any financing condition or the receipt of any financing by the Parent Entities or Merger Sub.

The consummation of the merger is subject to certain customary closing conditions, including, among others, (i) approval of the merger by the affirmative vote of the holders of at least two-thirds of the outstanding shares of our common stock entitled to vote on the merger (the “required company stockholder approval”), (ii) the absence of a law or order restraining, enjoining, rendering illegal or otherwise prohibiting the consummation of the merger, and (iii) the absence of a material adverse effect. The merger agreement requires the Company to convene a stockholders’ meeting for the purpose of obtaining the required company stockholder approval.

The Company has agreed not to solicit or enter into an agreement regarding an acquisition proposal or inquiry, and, subject to certain exceptions, is not permitted to enter into discussions or negotiations concerning, or provide non-public information to a third party in connection with, any acquisition proposal or inquiry. However, the Company may, prior to obtaining the required company stockholder approval, engage in discussions or negotiations and provide non-public information to a third party that has made an unsolicited bona fide written acquisition proposal that did not result from a breach of the non-solicit provisions of the merger agreement if our board determines in good faith, after consultation with our financial and outside legal advisors, that such acquisition proposal constitutes a superior proposal or could reasonably be expected to lead to a superior proposal.

Prior to obtaining the required company stockholder approval, our board may, in certain circumstances, (i) withdraw, withhold, qualify or modify, or propose publicly to withdraw, withhold, qualify or modify, in a manner adverse to the Parent Entities, the recommendation of our board recommending that our stockholders approve the merger; (ii) not include the company board recommendation in the proxy statement; (iii) authorize, adopt, approve or recommend, or publicly propose to authorize, adopt, approve or recommend, any acquisition proposal or (iv) take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer (we refer to any of the actions described in clauses (i) through (iv) as an “adverse recommendation change”), subject to complying with specified notice and other conditions set forth in the merger agreement.

The merger agreement may be terminated under certain circumstances by the Company, including prior to obtaining the required company stockholder approval, if, after following certain procedures and adhering to certain restrictions, our board effects an adverse recommendation change in connection with a superior proposal and the Company enters into a definitive agreement providing for the implementation of a superior proposal. In addition, the Parent Entities may terminate the merger agreement under certain circumstances and subject to certain restrictions, including if our board effects an adverse recommendation change.

Upon a termination of the merger agreement, under certain circumstances, we will be required to pay a termination fee to the Parent Entities of $183 million, except that the termination fee will be $92 million if (1) a third party submits a qualified proposal no later than 11:59 p.m. (New York City time) on May 12, 2024 and which our board determines, no later than May 12, 2024, after consultation with our outside legal counsel and financial advisor, constitutes or could reasonably be expected to lead to a superior proposal and (2) we terminate the merger agreement in order to enter into a definitive agreement with such third party providing for the implementation of a superior proposal on or prior to May 27, 2024. In certain other circumstances, the Parent Entities will be required to pay us a reverse termination fee of $550 million upon termination of the merger agreement.

Also on April 7, 2024, in connection with the execution of the merger agreement, Blackstone Real Estate Partners X L.P. (the “Sponsor”) delivered to the Parent Entities an executed guarantee in favor of the Company to guarantee, subject to the terms and limitations contained therein, the Parent Entities’ payment obligations with respect to the reverse termination fee and certain expenses under the merger agreement. The maximum aggregate liability of the Sponsor under the guarantee will not exceed $550 million (plus interest for any late payment), plus the reasonable, documented out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by us in connection with any litigation or other proceeding brought by us to enforce our rights under the guarantee if we prevail in such litigation or proceeding.

During the term of the merger agreement, we may not pay dividends, except as necessary to preserve our tax status as a real estate investment trust or to avoid the incurrence of entity-level income or excise taxes, and any such dividends would result in an offsetting decrease to the common stock merger consideration.

The merger proposal must be approved by the affirmative vote of the holders of at least two-thirds of the outstanding shares of our common stock entitled to vote on the matter at the special meeting. Accordingly, your vote is very important regardless of the number of shares of common stock that you own. Whether or not you plan to attend the special meeting, we request that you authorize a proxy to vote your shares by either marking, signing, dating and promptly returning the enclosed proxy card in the postage-paid envelope or authorizing your proxy or voting instructions by telephone or through the Internet. If you attend the special meeting and you are a stockholder of record at the close of business on the record date, you may continue to have your shares voted as instructed in your proxy, or you may withdraw your proxy and vote your shares at the special meeting. If you fail to authorize a proxy to vote your shares or to vote at the special meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the shares of common stock that you own will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the merger proposal.

The approval of the advisory compensation proposal and the adjournment proposal each requires the affirmative vote of a majority of the votes cast on the respective proposal. If you fail to authorize a proxy to vote your shares or vote at the special meeting, or fail to instruct your broker, bank or other nominee on how to vote, it will have no effect on the outcome of these proposals. Abstentions are not considered votes cast and therefore will have no effect on the outcome of these proposals.

Any proxy may be revoked at any time prior to its exercise by delivery of a properly executed, later-dated proxy card, by authorizing your proxy or voting instructions by telephone or through the Internet at a later date than your previously authorized proxy, by submitting a written revocation of your proxy to our Corporate Secretary, or by voting at the special meeting. Attendance at the special meeting alone will not be sufficient to revoke a previously authorized proxy.

Under the Maryland General Corporation Law, because shares of our common stock were listed on the New York Stock Exchange at the close of business on the record date, you do not have any appraisal rights, dissenters’ rights or the rights of an objecting stockholder in connection with the merger.

We encourage you to read the accompanying proxy statement in its entirety and to submit a proxy or voting instructions so that your shares will be represented and voted even if you do not attend the special meeting. If

you have any questions or need assistance in submitting a proxy or your voting instructions, please call our proxy solicitor, MacKenzie Partners, Inc., toll-free at 1-800-322-2885.

Denver, Colorado

May 21, 2024

The following questions and answers address briefly some questions you may have regarding the special meeting and the proposed merger. These questions and answers may not address all questions that may be important to you as a stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, as well as the additional documents to which it refers or which it incorporates by reference, including the merger agreement, a copy of which is attached to this proxy statement as Annex A.

Holders of our preferred stock as of the close of business on the record date are entitled to notice of, but may not vote at, the special meeting. The vote of the holders of our preferred stock is not required to approve any of the proposals at the special meeting and is not being solicited.

vote on this proposal is an advisory vote only, and it is not binding on us or our board. Further, the underlying arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the vote on the advisory compensation proposal, if the merger is completed, our named executive officers will be eligible to receive the compensation that may be paid or become payable to them that is based on or otherwise relates to the merger.

For a more complete description of the U.S. federal income tax considerations of the merger, see the section entitled “The Merger—U.S. Federal Income Tax Considerations of the Merger.”

Apartment Income REIT Corp.

4582 South Ulster Street, Suite 1700

Denver, CO 80237

Attention: Corporate Secretary

(303) 757-8101

You may also contact MacKenzie Partners, our proxy solicitor, as follows:

 

MacKenzie Partners, Inc.

Email: proxy@mackenziepartners.com

Toll-Free: (800) 322-2885

If your broker holds your shares, you should also contact your broker for additional information.

This proxy statement and the documents that we incorporate by reference herein contain certain disclosures which contain “forward-looking statements” within the meaning of the federal securities laws, including but not limited to those statements related to the merger, including financial estimates and statements as to the expected timing, completion and effects of the merger. You can identify forward-looking statements because they contain words such as “expect,” “believe,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “forecast,” “outlook” and variations of these terms or the negative of these terms and similar expressions. Forward-looking statements, including statements regarding the merger, are based on the Company’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance.

Important factors, risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include but are not limited to:

There can be no assurance that the merger will be completed, or if it is completed, that it will close within the anticipated time period. The factors set forth above should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. For a further discussion of these and other factors that could impact our future results, performance or consummation of the transactions contemplated by the merger agreement, see the sections entitled “Forward-Looking Statements” and “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC from time to time, which are available via the

SEC’s website at www.sec.gov. The forward-looking statements relate only to events as of the date on which the statements are made. The Company does not undertake any obligation to publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this communication that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect the Company.

We are asking our stockholders to vote on a proposal to approve the merger of Astro Merger Sub, Inc. with and into Apartment Income REIT Corp. in accordance with the terms of the merger agreement.

For detailed information regarding this proposal, see the information about the merger and the merger agreement throughout this proxy statement, including the information set forth under “The Merger” and “The Merger Agreement.” A copy of the merger agreement is attached as Annex A to this proxy statement.

Approval of the merger proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of our common stock entitled to vote on the matter at the special meeting. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares “FOR,” “AGAINST” or “ABSTAIN” on this Proposal 1, your shares will be voted in accordance with the recommendation of our board, which is “FOR” this Proposal 1. Because the required vote for this proposal is based on the number of votes our stockholders are entitled to cast rather than on the number of votes cast, failure to vote your shares (including failure to give voting instructions to your broker, bank or other nominee) and abstentions will have the same effect as voting “AGAINST” the merger proposal.

Approval of this proposal is a condition to the completion of the merger. In the event this proposal is not approved, the merger cannot be completed.

Our board unanimously recommends that our stockholders vote “FOR” the merger proposal.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) under the Exchange Act, we are asking our stockholders to vote at the special meeting on an advisory basis regarding the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger. Information intended to comply with Item 402(t) of Regulation S-K concerning this compensation, subject to certain assumptions described therein (including that each named executive officer incurs a severance-qualifying termination immediately following the effective time), is presented under “The Merger—Interests of Our Directors and Executive Officers in the Merger—Quantification of Potential Payments to Our Named Executive Officers in Connection with the Merger.”

The stockholder vote on this advisory compensation proposal is an advisory vote only, and it is not binding on us or our board. Further, the underlying arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the merger is completed, our named executive officers will be eligible to receive the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger. Approval of this proposal is not a condition to the completion of the merger.

We are asking our stockholders to vote “FOR” the following resolution:

“RESOLVED, that Apartment Income REIT Corp.’s stockholders approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of Apartment Income REIT Corp. that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K under “The Merger—Interests of Our Directors and Executive Officers in the Merger—Quantification of Potential Payments to Our Named Executive Officers in Connection with the Merger” (which disclosure includes the Golden Parachute Compensation Table required pursuant to Item 402(t) of Regulation S-K).”

Adoption of the above resolution, on a non-binding, advisory basis, requires the affirmative vote of a majority of the votes cast on the proposal. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares “FOR,” “AGAINST” or “ABSTAIN” on this Proposal 2, your shares will be voted in accordance with the recommendation of our board, which is “FOR” this Proposal 2. An abstention or failure to vote on this proposal will have no effect on the approval of this proposal.

Our board unanimously recommends that our stockholders vote “FOR” the advisory compensation proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger.

We are asking our stockholders to consider and vote on a proposal to approve any adjournment or postponement of the special meeting to another date, time or place if necessary or appropriate for the purpose of soliciting additional proxies for the proposals to be acted upon at the special meeting if there are not sufficient votes at the time of the special meeting or any adjournment thereof to approve one or more of the proposals.

Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal. Approval of this proposal is not a condition to the completion of the merger. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares “FOR,” “AGAINST” or “ABSTAIN” on this Proposal 3, your shares will be voted in accordance with the recommendation of our board, which is “FOR” this Proposal 3. An abstention or failure to vote on this proposal will have no effect on the approval of this proposal.

Our board unanimously recommends that our stockholders vote “FOR” the adjournment proposal.

Apartment Income REIT Corp.

4582 South Ulster Street, Suite 1700

Denver, Colorado 80237

(303) 757-8101

We completed our separation from Aimco on December 15, 2020 and elected to be taxed as a REIT under the Code commencing with the taxable year ended December 31, 2020. Our portfolio comprises 76 communities totaling 27,010 apartment homes located in 10 states and the District of Columbia. We offer a simple, predictable business model with focus on what we call the “AIR Edge,” the cumulative result of our focus on resident selection, satisfaction, and retention, as well as relentless innovation in delivering best-in-class property management. The AIR Edge is a durable operating advantage in driving organic growth, as well as making possible the opportunity for excess returns for properties new to AIR’s platform.

Apartment Income REIT Corp.’s common stock is listed on the NYSE and trades under the symbol “AIRC.”

Apex Purchaser LLC

c/o Blackstone Inc.

345 Park Avenue

New York, New York 10154

(212) 583-5000

Buyer 1 was formed solely for the purpose of acquiring us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

Aries Purchaser LLC

c/o Blackstone Inc.

345 Park Avenue

New York, New York 10154

(212) 583-5000

Buyer 2 was formed solely for the purpose of acquiring us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

Astro Purchaser LLC

c/o Blackstone Inc.

345 Park Avenue

New York, New York 10154

(212) 583-5000

Buyer 3 was formed solely for the purpose of acquiring us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

Buyer 1, Buyer 2 and Buyer 3 are affiliates of Blackstone.

Blackstone is a global leader in real estate investing. Blackstone’s real estate business was founded in 1991 and has $339 billion of investor capital under management. Blackstone is the largest owner of commercial real estate globally, owning and operating assets across every major geography and sector, including logistics, residential, office, hospitality and retail. Blackstone’s opportunistic funds seek to acquire undermanaged, well-located assets across the world. Blackstone’s Core+ business invests in substantially stabilized real estate assets globally, through both institutional strategies and strategies tailored for income-focused individual investors including Blackstone Real Estate Income Trust, Inc. (BREIT), a U.S. non-listed REIT, and Blackstone’s European yield-oriented strategy. Blackstone Real Estate also operates one of the leading global real estate debt businesses, providing comprehensive financing solutions across the capital structure and risk spectrum, including management of Blackstone Mortgage Trust (NYSE: BXMT).

Astro Merger Sub, Inc.

c/o Blackstone Inc.

345 Park Avenue

New York, New York 10154

(212) 583-5000

Merger Sub was formed solely for purposes of facilitating the Parent Entities’ acquisition of us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Pursuant to the terms and conditions of the merger agreement, on the closing date, Merger Sub will merger with and into the Company and we will continue as the Surviving Corporation.

This proxy statement is being furnished to our stockholders in connection with the solicitation of proxies by our board to be exercised at a special meeting to be held on June 25, 2024 at 10:00 a.m., Mountain Time. The special meeting will be held at Apartment Income REIT Corp.’s corporate headquarters, 4582 South Ulster Street, Suite 1700, Denver, CO 80237.

The purpose of the special meeting is for you to consider and vote on the following matters:

Pursuant to our bylaws, only the matters set forth in the notice of special meeting may be brought before the special meeting. The affirmative vote of the holders of at least two-thirds of the outstanding shares of our common stock entitled to vote on the matter at the special meeting is required to approve the merger proposal and for the merger to occur. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully in its entirety.

The close of business on May 13, 2024 is the record date for holders of our stock entitled to receive notice of, and holders of our common stock entitled to attend and vote at, the special meeting or any postponement or adjournment of the special meeting. Each holder of common stock is entitled to one vote on each matter presented at the special meeting for each share of common stock that such holder owned as of the record date. On the record date, our outstanding voting securities consisted of 145,104,221 shares of common stock. Holders of shares of our preferred stock as of the close of business on the record date are entitled to notice of, but may not vote at, the special meeting. The vote of the holders of our preferred stock is not required to approve any of the proposals at the special meeting and is not being solicited.

The presence in person or by proxy of our stockholders entitled to cast a majority of all of the votes entitled to be cast at the special meeting will constitute a quorum for purposes of the special meeting. A quorum is necessary to transact business at the special meeting. Abstentions and broker non-votes (as described below), if any, will be included in determining whether a quorum is present.

Completion of the merger requires approval of the merger proposal by the affirmative vote of the holders of at least two-thirds of the outstanding shares of our common stock entitled to vote on the matter at the special meeting. Each holder of common stock is entitled to one vote on each matter presented at the special meeting for each share of common stock that such holder owned as of the record date. Because the required vote for the merger proposal is based on the number of votes our stockholders are entitled to cast rather than on the number of votes cast, if you fail to authorize a proxy to vote your shares or vote at the special meeting (including by abstaining), or fail to instruct your broker, bank or other nominee on how to vote, such failure will have the same effect as voting against the merger proposal.

In addition, the approval of the advisory compensation proposal and the adjournment proposal each requires the affirmative vote of a majority of the votes cast on the proposal. Approval of these proposals is not a condition to completion of the merger. For the purpose of each of these proposals, if you fail to authorize a proxy to vote your shares or vote at the special meeting, or fail to instruct your broker, bank or other nominee on how to vote, it will not have any effect on the outcome of such proposals. Abstentions are not considered votes cast and therefore will have no effect on the outcome of these proposals.

Accordingly, in order for your shares to be voted, if you are a stockholder of record, you must either return the enclosed proxy card, authorize your proxy or voting instructions by telephone or through the Internet or vote at the special meeting.

As of the record date, our directors and executive officers owned and are entitled to vote an aggregate of approximately 1,672,286 shares of our common stock, entitling them to exercise approximately 1.15% of the total combined voting power of our common stock at the special meeting. Our directors and executive officers have informed us that they intend to vote the shares of our common stock that they own in favor of the merger proposal, in favor of the advisory compensation proposal and in favor of the adjournment proposal, although they have no obligation to do so.

Votes cast by proxy or at the special meeting will be counted by the person appointed by us to act as inspector of election for the special meeting. The inspector of election will also determine the number of shares of common stock represented at the special meeting, in person or by proxy.

Holders of record of our common stock may vote or cause their shares to be voted by proxy using one of the following methods:

Regardless of whether you plan to attend the special meeting, we request that you authorize a proxy for your shares as described above as promptly as possible.

Under NYSE rules, all of the proposals in this proxy statement are non-routine matters, so there can be no broker non-votes at the special meeting. A broker non-vote occurs when shares held by a broker, bank or other nominee are represented at a meeting, but the broker, bank or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Accordingly, if you own common stock through a broker, bank or other nominee (i.e., in “street name”), you must provide voting instructions in accordance with the instructions on the voting instruction card that your broker, bank or other nominee provides to you, as brokers, banks and other nominees do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. You should instruct your broker, bank or other nominee as to how to vote your shares following the directions contained in such voting instruction card. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee who can give you directions on how to vote your shares. If you hold your shares through a broker, bank or other nominee, and wish to vote at the special meeting, you must obtain a “legal proxy,” executed in your favor, from the broker, bank or other nominee (which may take several days).

Because the merger proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of our common stock entitled to vote on the matter at the special meeting, the failure to provide your bank, broker or other nominee with voting instructions will have the same effect as a vote “AGAINST” the merger proposal. Because the approval of the advisory compensation proposal and the adjournment proposal each requires the affirmative vote of a majority of the votes cast on such proposal, and because your bank, broker or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your bank, broker or other nominee with voting instructions will have no effect on approval of either proposal, assuming a quorum is present.

If you authorize a proxy, your shares will be voted at the special meeting as you indicate on your proxy. If no instructions are indicated when you authorize your proxy, your shares will be voted in accordance with the recommendations of our board. Our board recommends that you vote “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

You may revoke your proxy at any time, but only before the proxy is voted at the special meeting, in any of three ways:

Attendance at the special meeting will not, in itself, constitute revocation of a previously granted proxy. If you own common stock in “street name,” you may revoke or change previously granted voting instructions by following the instructions provided by the broker, bank or other nominee that is the registered owner of the shares.

Pursuant to our bylaws, only the matters set forth in the notice of special meeting may be brought before the special meeting.

We will bear the cost of solicitation of proxies for the special meeting. In addition to the use of mail, proxies may be solicited by personal interview, telephone, facsimile, e-mail or otherwise, by our officers, directors and other employees, for which they will not receive additional compensation. We have engaged MacKenzie Partners to assist in the solicitation of proxies for a fee of $20,000, plus reimbursement of out-of-pocket expenses, and we have agreed to indemnify MacKenzie Partners against certain losses, costs and expenses. We also will request persons, firms and corporations holding shares in their names, or in the names of their nominees, that are beneficially owned by others to send or cause to be sent proxy materials to, and obtain proxies from, such beneficial owners and will reimburse such holders for their reasonable expenses in so doing.

Our bylaws permit the chairman of the special meeting, acting in his or her own discretion and without any action by our stockholders, to adjourn the special meeting (whether or not a quorum is present) to a later date and time and at a place announced at the special meeting. The adjourned meeting may take place without further notice other than by an announcement made at the special meeting unless the adjournment is for more than 120 days after the original record date or if, after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the special meeting (subject to certain restrictions in the merger agreement, including that the special meeting generally may not be held, without the Parent Entities’ consent, on a date that is more than 30 days after the date on which the special meeting was originally scheduled).

At any time prior to convening the special meeting, we may postpone the special meeting for any reason without the approval of our stockholders to a date not more than 120 days after the original record date (subject to certain restrictions in the merger agreement, including that the special meeting generally may not be held, without the Parent Entities’ consent, on a date that is more than 30 days after the date on which the special meeting was originally scheduled).

Under the terms of the merger agreement, affiliates of Blackstone will acquire us and our subsidiaries, including the Partnership, through the merger of Merger Sub with and into the Company. Pursuant to the terms of the merger agreement, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Corporation.

On December 15, 2020, the Company, with the assistance of its advisors, including Skadden and Citi, was spun out from Aimco, creating an independent public company distinct from Aimco focused on the ownership of stabilized multi-family properties located in top markets in the United States. This spin-off was based on a long-term strategic review by Aimco and the belief that a separation would benefit both the Company and Aimco including, with respect to the Company, by, among other things, providing for a low leverage balance sheet, enhanced management focus, higher funds from operations (“FFO”) due to the elimination of earnings dilution from properties with reduced or no earnings during their development, redevelopment or lease-up and lower management costs due primarily to the elimination of overhead costs related to development and redevelopment activities. It was believed that these benefits would result in a lower cost of capital and an increased valuation of the Company in the public markets.

The board and the Company’s management regularly review the Company’s long-term strategic plan with the goal of maximizing stockholder value. As part of these ongoing evaluations, the board and the Company’s management have, from time to time, considered various strategic alternatives, including: (i) executing the Company’s existing strategy as a stand-alone public company, (ii) opportunistically selling all or portions of the Company’s properties and purchasing other companies and/or additional properties on attractive terms, (iii) working with third-party sources of private capital in joint ventures to expand the Company’s portfolio with a lower cost of capital, and (iv) possibly selling the Company to, or combining the Company with, a third party. In furtherance of these ongoing evaluations, the board had numerous regular discussions with representatives of Citi regarding the Company’s performance and potential strategic alternatives. From time to time since the Company’s separation from Aimco, various parties, including Blackstone, indicated to the Company that should an opportunity arise for such party to acquire properties from the Company and/or acquire the Company, such party would be inclined to consider such a transaction.

As part of executing on the board’s long-term strategic plan, the Company successfully (i) concluded all of its material contractual arrangements with Aimco, (ii) achieved and maintains an efficient cost structure, (iii) provided an efficient and effective way to invest in U.S. multi-family real estate, (iv) continuously improved our best-in-class property operations platform, (v) maintained a flexible, low levered balance sheet, and (vi) entered into several joint venture agreements to diversify its capital sources, crystalize value in its existing properties, and upgrade its property portfolio. In October 2021, the Company entered into one of those joint ventures with affiliates of Blackstone, which the Company has previously disclosed in its filings with the SEC as the “Virginia” joint venture.

Despite management’s execution of the board’s long-term strategic plan, the board remained aware that numerous challenges faced the Company and other publicly traded U.S. REITs, including, among other things, the high cost of capital, the interest rate environment, and competition from other apartment communities and other housing options.

On January 29, 2024, in connection with ordinary course board meetings, and building off of prior discussions among board members and representatives of Citi, and the regular review of the Company’s long-term strategic plan, the directors observed that: (i) the public markets did not appear to be fully valuing the Company’s high-quality and diversified portfolio of stabilized multi-family properties, its high-quality operating platform or its financial performance (including a low general and administrative expense and peer leading same-store net operating income growth), (ii) the Company’s FFO multiple was below its peers, and (iii) the Company common stock had traded at a discount to estimated net asset value since its separation from Aimco, including at a greater discount than its peer REITs. After discussion among the directors, the board believed that, as part of the board’s

regular review of the Company’s strategy, it would be beneficial to better understand whether the Company could continue to effectively compete over the long term with companies benefiting from significantly lower costs of capital. The board also believed that it would be helpful to understand how a select group of third parties, with significant financial resources, a lower cost of capital, and a demonstrated interest in acquiring significant portfolios of multi-family apartment homes, would value the Company. After considering (i) Citi’s qualifications and experience advising, and familiarity with, multi-family real estate companies and (ii) Citi’s long-standing relationship with the Company, including the assistance Citi provided to the Company during its separation from Aimco, the board decided that the Company’s management should explore these questions with Citi and identify persons who would be likely to both place an attractive valuation on the Company at the highest price per share and have substantial available capital to effect such an acquisition. Each of Blackstone, another strategic buyer in the real estate industry (which we refer to as “Party A”) and a sovereign wealth fund (which we refer to as “Party B”) were identified as being familiar with the Company’s operations, properties and platform and as having substantial available capital to effect an acquisition of the Company. Based on the foregoing and advice from Citi, (i) the board and the Company’s management believed that Blackstone, Party A, and Party B were the persons most likely to place an attractive valuation on the Company at the highest price per share and (ii) the board determined that it was unlikely other bidders existed with sufficient financial resources to acquire the Company at a valuation higher than the valuations likely to come from the three identified bidders. The board then authorized Citi to have informal discussions with Blackstone, Party A, and Party B to ascertain how they would value the Company based on publicly available information, but made it clear to Citi, and instructed Citi to inform Blackstone, Party A and Party B, that no decision had been made to market the Company.

During the course of February 2024, representatives of Citi had informal discussions with representatives of Blackstone and asked Blackstone for its views on the value of the Company. Blackstone informed representatives of Citi that, based on publicly available information, its preliminary valuation of the Company would be in the range of $35-36 per share of the Company common stock, in cash. No non-public information regarding the Company was shared at that time and no terms of any potential transaction were discussed.

During the course of February 2024, representatives of Citi had informal discussions with representatives of Party A and asked Party A for its views on the value of the Company. Party A informed representatives of Citi that, based on publicly available information, its preliminary valuation of the Company would be in the range of $37-39 per share of the Company common stock, in cash. No non-public information regarding the Company was shared at that time and no terms of any potential transaction were discussed.

During the course of February 2024, representatives of Citi had informal discussions with representatives of Party B and asked Party B for its views on the value of the Company. Party B informed representatives of Citi that it was not interested in exploring any potential acquisition of the Company at that time but that it was interested in continuing to seek opportunities to partner with the Company. Party B indicated that, had it been interested in acquiring the Company, its preliminary valuation of the Company would not have been at a premium to the trading price of the Company common stock, which at that time was in the low $30s per share. No non-public information regarding the Company was shared at that time and no terms of any potential transaction were discussed.

On February 27, 2024, the board held a meeting with members of the Company’s management and a representative of Citi in attendance. At the meeting, a representative from Citi updated the board on the foregoing discussions between Citi and each of Blackstone, Party A and Party B, and confirmed that no non-public information had been shared with any of Blackstone, Party A or Party B, that no terms of any potential transaction were discussed (other than the receipt of the preliminary indicative valuations from such parties as discussed in the paragraphs above), and that there had not been any discussion of the potential role of the Company’s current management after a potential transaction. Among other matters, the board discussed the potential for interested parties to value the Company more highly if they received access to non-public information from the Company. The board then authorized Company management, with the assistance of Skadden, to share non-public information with Blackstone and Party A to allow Blackstone and Party A to begin due diligence on the Company pursuant to appropriate confidentiality agreements (but not Party B given it had expressed that it was not interested in exploring a strategic transaction involving the entire Company). The board also authorized Citi to inform Blackstone and Party A that the board would next be meeting in late March 2024,

that Blackstone and Party A should use that as a target date for preliminary value indications based on the Company’s confidential information and that, if the board decided to move forward with a strategic transaction, speed would be an important consideration in order to minimize the risk of market leaks and potential disruptions to the Company’s business.

On March 3, 2024, the Company entered into a confidentiality agreement with Blackstone, which included customary standstill provisions.

On March 4, 2024, the Company entered into a confidentiality agreement with Party A, which included customary standstill provisions (which standstill terminated, in accordance with its terms, upon the Company’s entry into the merger agreement).

Also on March 4, 2024, Blackstone and Party A (and their respective representatives) were granted access to non-public information of the Company in an electronic data room (which we refer to as the “data room”) created to facilitate due diligence on the Company. Blackstone and Party A were invited to schedule diligence sessions with Company management and tours of the Company’s properties. Thereafter, each of Blackstone and Party A were told by representatives of Citi that the board would next be meeting on March 27, 2024.

During the weeks of March 11, 2024 and March 18, 2024, members of Company management conducted numerous separate diligence calls and meetings with representatives of each of Blackstone and Party A and their respective counsel and other advisors. These meetings included a discussion of the Company’s business and, to the extent requested and scheduled by the potential counterparties, additional topics including financial due diligence, operational (including labor, employment and compensation) due diligence, capital expenditures due diligence, capitalization and debt due diligence, and legal and tax due diligence. During that time, representatives of each of Blackstone and Party A also conducted tours at most of the Company’s properties.

On March 18, 2024, the Company and Citi entered into a customary indemnity letter in favor of Citi in connection with the assistance it was providing to the Company.

On March 22, 2024, representatives of the Company and its advisors held separate calls with representatives of Blackstone and Party A, and their respective advisors, to discuss potential transaction structures. During these discussions, representatives of Citi informed each of Blackstone and Party A that its preliminary valuation from February would need to be higher if it was interested in acquiring the Company, and noted that there was no certainty that the board would decide to proceed with a transaction.

On March 26, 2024, representatives of Blackstone indicated to representatives of Citi that Blackstone was considering increasing its valuation to $38 per share of the Company common stock. Representatives of Citi communicated to Blackstone that its revised valuation was insufficient and that it would need to improve its proposed price.

On Wednesday, March 27, 2024, Blackstone submitted to a representative of Citi a written, non-binding proposal (the “initial Blackstone proposal”) to acquire all of the Company common stock for cash at a price of $39.00 per share (representing an approximately 22% premium to the closing price of the Company common stock on that date), which assumed that the Company did not declare any further dividends on the Company common stock. Blackstone additionally indicated that its proposal was not subject to any financing contingency, that Blackstone had conducted extensive due diligence to date and that Blackstone was prepared to negotiate and enter into definitive documents and complete any remaining confirmatory due diligence by the opening of market on Monday, April 1, 2024 should the Company be interested in proceeding.

On Wednesday, March 27, 2024, Party A submitted to a representative of Citi, an oral, non-binding proposal for a strategic transaction involving the Company, with a preliminary indicative price of $37.00 per share of the Company common stock, in cash. Party A also orally requested a 45-day exclusivity period to complete confirmatory due diligence, obtain commitments from potential sources of equity and debt financing and execute transaction documents (which we refer to as the “initial Party A proposal”).

Later on Wednesday, March 27, 2024, the board held a meeting at which all members of the board and representatives of management of the Company, Citi and Skadden were in attendance. At the meeting, Citi representatives updated the board on the status of Citi’s outreach to each of Blackstone and Party A and the non-binding written proposal received from Blackstone and the non-binding oral proposal received from Party A. Citi representatives also provided the board with perspectives on each of Blackstone and Party A, including their

respective available sources of capital and recent history of transactions in the multi-family and other real estate industries. Representatives of Citi also provided an overview of the due diligence conducted by each of Blackstone and Party A to date, including with respect to financial, operational, capital expenditures and budgeting, capitalization, debt, tax, and legal matters.

At this meeting, representatives from management of the Company presented to the board its financial projections, which are discussed in more detail in the section entitled “—Unaudited Prospective Financial Information—Financial Projections.” Representatives from Citi also discussed the Company’s historical performance and stock price, and certain valuation methodologies that Citi believed would be appropriate to use if the board were to ask Citi to determine whether an offer in respect of the Company’s common stock was fair to the Company and its stockholders from a financial perspective. The board and the representatives from management and Citi discussed the foregoing in detail, as well as, among other matters, the overall economic environment, interest rates and the potential for changes in interest rates, public market valuations of REITs, and other potential strategic alternatives. During the meeting, representatives from Skadden reviewed with the board, among other matters, the legal duties of directors in evaluating transactions of this type. Members of the board asked, and representatives from Skadden answered, questions related to the same and a discussion then ensued.

At the same meeting, the board considered and discussed with representatives of Citi and the Company’s management, among other matters, the potential risks and rewards of pursuing a strategic transaction relative to pursuing the Company’s existing strategy as an independent public company and, if it determined to pursue a strategic transaction, whether the Company should conduct a broader auction process or whether negotiations with only Blackstone and Party A would be reasonably likely to result in the highest available valuation for the Company and its stockholders. The board also compared the potential risks of both processes, including the potential (i) strain on the Company’s management, (ii) erosion of morale among employees, (iii) risk that potential co-investors and counterparties in property-level transactions may not be willing to transact with the Company during the pendency of such a process if the fact such a process was occurring were to leak to the media, (iv) distraction to the Company in the event of any leak to the media (and the potential disruption thereof on apartment community relationships and transactions in the pipeline) and (v) global inflation trends and the risk that an increase in interest rates could affect the availability and/or price per share of Blackstone’s and Party A’s proposals by increasing their financing costs and/or affect the Company’s net asset value. The board also discussed the importance of a definitive merger agreement allowing the Company to terminate the merger agreement to enter into a superior proposal while paying a relatively low termination fee. After (1) requesting and receiving advice from representatives of Citi, including as to (x) the financial capabilities of Blackstone and Party A, (y) whether Blackstone and Party A were the persons most likely to place an attractive valuation on the Company, to have substantial available capital to effect such an acquisition and to have the market experience and sophistication to timely complete such an acquisition, and (z) Citi’s perspectives on recent comparable transactions, and (2) taking into account the potential risks of conducting a broader auction process as noted by representatives of management and Skadden with respect to various matters that the board believed to be relevant, the board determined to pursue negotiations with Blackstone and Party A in lieu of conducting a broader auction process at that time. The board also discussed with representatives of management and Citi the likelihood of whether Blackstone or Party A would be willing to increase their proposed price per share of the Company common stock. After discussion, the board then directed representatives of Citi to (i) indicate to each of Blackstone and Party A that their proposed prices per share of the Company common stock were insufficient and that the board would next meet to consider valuations on April 4, 2024, and that each of Blackstone and Party A should submit best and final written offers by April 3, 2024, and (ii) provide to Blackstone drafts of the merger agreement and disclosure schedules thereto prepared by Skadden and the Company’s management. Given that the initial Party A proposal provided for a price per Company Common Share of $37.00 relative to Blackstone’s $39.00, the board determined not to provide such drafts to Party A unless Party A indicated it was prepared to meaningfully improve its proposed price.

Thereafter, at the direction of the board, Citi representatives separately communicated to representatives of Blackstone and Party A that their respective proposed prices per share of the Company common stock were insufficient, that the board would next meet to consider valuations on April 4, 2024, that each of Blackstone and Party A would need to increase its price in a revised proposal if it was interested in acquiring the Company, and that there was no certainty that the board would decide to proceed.

During the course of the day on Thursday, March 28, 2024, representatives of Citi sent a process letter to each of Blackstone and Party A, requesting a binding, written offer to acquire the Company with a markup of the merger agreement by 12:00 p.m. ET on Wednesday, April 3, 2024.

On Thursday, March 28, 2024, the Company uploaded a draft merger agreement and disclosure schedules related thereto, prepared with the assistance of representatives of Skadden and the Company’s management, to the data room, but access at that time was limited to Blackstone and its representatives pending confirmation as to whether Party A would increase its $37.00 per share price included in the initial Party A proposal. The merger agreement contemplated that, among other things, (i) the Company would merge with and into a wholly owned subsidiary of three affiliates of the buyer, with the holders of the Company common stock receiving cash consideration, (ii) the Company would be subject to a prohibition on soliciting alternative proposals but would be permitted to (x) change its recommendation that stockholders approve the merger under certain circumstances, including if the failure to make such change would be inconsistent with its duties under applicable law, and (y) enter into an agreement with respect to a superior proposal by paying a two-tier termination fee (equal to 1.0% of the Company’s equity value if the Company terminated the merger agreement within 45 days after signing the merger agreement to accept a superior proposal, and otherwise 2.25% of the Company’s equity value), along with matching rights in favor of the buyer if any superior proposal were received, (iii) the Company would be permitted to continue to pay its regular quarterly dividends and any other dividends necessary to maintain its REIT status or to avoid the incurrence of entity-level income or excise taxes, in each case without any reduction in the per share merger consideration, and (iv) the Company would have the right to enforce the buyer’s obligations under the merger agreement and to seek damages (including lost premium on behalf of the holders of the Company common stock) if buyer were to breach its obligations under the merger agreement. The merger agreement also contemplated that the merger would have no effect on the Partnership and that all Partnership units would remain outstanding, with holders thereof continuing to have pre-closing and post-closing redemption rights as set forth in the Partnership LPA.

On Friday, March 29, 2024, Party A submitted a written, non-binding letter to representatives of Citi confirming the terms of the initial Party A proposal without any improvement on price and reiterated its request for a 45-day exclusivity period to further evaluate the transaction. Party A’s non-binding letter also indicated that Party A’s non-binding offer of $37.00 per share of the Company common stock would prohibit the Company from paying any dividends in respect of the Company common stock prior to the consummation of a transaction.

During the afternoon of Sunday, March 31, 2024, the independent directors of the board met virtually, without Mr. Considine and management, to further discuss the non-binding proposals received to date. Representatives of Skadden were in attendance for a portion of the meeting. The independent directors discussed, among other matters, the proposals from Blackstone and Party A, and the proposed transaction structure and process, including next steps.

On Monday, April 1, 2024, representatives of Simpson Thacher & Bartlett LLP, legal counsel to Blackstone (which we refer to as “Simpson Thacher”), on behalf of Blackstone, submitted a markup of the draft merger agreement to representatives of Citi and Skadden as well as draft amendment to the Partnership LPA. The mark-up to the merger agreement provided that, among other things (i) the Company would be subject to prohibitions on soliciting alternative proposals with a two-tier termination fee equal to 1.9% of the Company’s equity value (instead of 1.0% as provided in the Company’s draft of the merger agreement) if the Company terminated the merger agreement within 40 days after signing the merger agreement with Blackstone to accept a superior proposal from certain bidders that provided for an acquisition proposal during the first 30 days after the date of the signing of the merger agreement with Blackstone, and otherwise 3.5% (instead of 2.25% as provided in the Company’s draft of the merger agreement) of the Company’s equity value, along with matching rights in favor of the buyer if any superior proposal were received, (ii) that the Company would not have the right to seek specific performance or damages from Blackstone but rather Blackstone would pay to the Company a reverse termination fee of 9% of the Company’s equity value as an exclusive remedy under certain circumstances, and (iii) that the Company would not be permitted to pay any dividends in respect of the Company common stock other than those necessary to maintain REIT status or to avoid the incurrence of entity-level income or excise taxes (with the per share merger consideration to be decreased on a dollar-for-dollar basis in the event of any such dividend). In the draft amendment to the Partnership LPA, Blackstone proposed that the Partnership would redeem Partnership units only for cash (and would not exercise its right to pay for redeemed Partnership units in shares of the Company common stock), and that the value of Partnership Common Units would be determined by the General Partner in good faith rather than by reference to the trading price of the Company’s common stock (and that for ten days after the closing, the value of Partnership Common Units would be an amount equal

to the common stock merger consideration less the aggregate amount of distributions per Partnership Common Unit declared or paid to holders of Partnership Common Units during the period from starting on the closing date and ending on the date a notice of redemption is received).

Skadden also shared with certain independent directors, at their request, the markup of the draft merger agreement provided by Simpson Thacher.

On Wednesday, April 3, 2024, Blackstone submitted a written, non-binding proposal (the “updated Blackstone proposal”) to the board to acquire all outstanding shares of the Company common stock for an increased price of $39.05 per share of the Company common stock, in cash (representing an approximately 24% premium to the closing price of the Company common stock on Tuesday, April 2, 2024), which assumed that the Company did not declare any further dividends on the Company common stock. Blackstone additionally indicated that its proposal was not subject to any financing contingency, that Blackstone had conducted extensive due diligence to date and that Blackstone was prepared to complete any remaining confirmatory due diligence, finalize documentation and announce a transaction prior to the opening of the stock market on Friday, April 5, 2024. The updated Blackstone proposal also indicated that it would expire on 11:59 p.m. ET on Sunday, April 7, 2024 if Blackstone and the Company did not sign a definitive agreement by such time. Also on April 3, 2024, representatives of Blackstone and Simpson Thacher, on behalf of Blackstone, submitted a markup of the disclosure schedules to the merger agreement, as well as drafts of an equity commitment letter and limited guarantee (which, together with the mark-up to the merger agreement submitted on April 1, 2024, we refer to collectively as the “initial Blackstone documentary submissions”) to representatives of Citi and Skadden.

During the course of April 3, 2024 and April 4, 2024, representatives from the Company’s management discussed with Skadden the markup of the merger agreement and related disclosure schedules received from Blackstone with representatives from Skadden.

On Thursday, April 4, 2024, Citi provided to the board certain relationship disclosures, which included disclosure of certain relationships between Citi and its affiliates, on the one hand, and the Company, Blackstone and Party A, as applicable, on the other hand, which are described in more detail in the section entitled “—Opinion of Our Financial Advisor.” Also on Thursday, April 4, 2024, the full board was provided with the initial Blackstone documentary submissions.

Later in the day on Thursday, April 4, 2024, the board held a meeting at which all members of the board and representatives of the Company’s management, Citi and Skadden were in attendance. Representatives of Citi referenced the materials that Citi circulated to the board in advance of the meeting and provided the board with a summary of the process since the last meeting of the board, including that each of Blackstone and Party A had submitted updated non-binding proposals informed by their respective due diligence. The Citi representatives informed the board that Citi had instructed Blackstone and Party A to submit best-and-final offers by Wednesday April 3, 2024, and reminded the board that Party B had previously indicated it was not interested in pursuing an acquisition of the Company at that time. The board discussed with the representatives from Citi and Skadden, as well as the Company’s management, the updated Blackstone proposal, including that Blackstone increased its price per share of the Company common stock from a range of $35-36 in February to $39.00 in the initial Blackstone proposal and then increased its price again to $39.05, but that Blackstone’s offer continued to assume that the Company would not be permitted to issue dividends other than those necessary to maintain REIT status or to avoid the incurrence of entity-level income or excise taxes (with the per share purchase price being decreased by an amount equal to any such dividends). The board discussed the fact that the initial Party A proposal was at a lower price per share than the updated Blackstone proposal and that the initial Party A proposal required a 45-day exclusivity period to permit Party A to complete its due diligence and obtain financing commitments, and that there was no certainty that Party A could secure full financing or increase its price and decided not to engage in further negotiations with Party A at that time.

At this meeting, the board and the Company’s management again discussed the financial projections, the bases on which they were prepared, and various potential risks and rewards of continuing to pursue the Company’s stand-alone business plan. Representatives from Citi provided to the board additional preliminary financial analysis of the Company and the updated bids. Further, representatives from Skadden reminded the directors of their legal duties with respect to an acquisition of the Company and reviewed the key terms of the initial Blackstone documentary submissions, including (i) those described in the paragraph regarding the events on April 1, 2024, above, (ii) the board’s ability to change its recommendation under certain circumstances and the

ability for third parties to submit, and the Company to enter into, an agreement with respect to a superior proposal by paying a termination fee, along with matching rights in favor of the buyer if any superior proposal were received, and (iii) that certain matters related to retention of employees through closing and treatment of certain existing employee benefits entitlements remained to be negotiated. Members of the board asked questions and discussion ensued among the board, the Company’s management and representatives from Citi and Skadden related to the terms of the updated Blackstone proposal, the Company’s recourse if a transaction were not consummated, the terms of the updated Blackstone proposal relative to recent similar Blackstone transactions, and Blackstone’s track record in similar deals. The board also discussed again the transaction structure, including that the proposed merger involving the Company would not impact the Partnership and that all Partnership units would remain outstanding.

In response to questions from the board, (i) the Company’s management and representatives from Citi confirmed that pursuing a transaction in which the Partnership would also be acquired for cash would be significantly detrimental to an overall valuation of the Company given the terms of certain tax indemnification obligations the Partnership has to certain of its limited partners, and (ii) representatives from Skadden confirmed that holders of Partnership units would continue to have the redemption rights set forth in the Partnership LPA, and that the latest draft merger agreement from Blackstone contemplated a pre-closing amendment to the Partnership LPA to provide that, after a closing, the Partnership would not be able to redeem Partnership units other than for cash, and that the value of Partnership Common Units would be determined by the General Partner in good faith rather than by reference to the trading price of the Company’s common stock (and that for ten days after the closing, the value of Partnership Common Units would be an amount equal to the common stock merger consideration less the aggregate amount of distributions per Partnership Common Unit declared or paid to holders of Partnership Common Units during the period starting on the closing date and ending on the date a notice of redemption is received). The board then authorized representatives of Citi and Skadden to engage with Blackstone and representatives of Simpson Thacher to negotiate improvements to the terms of the updated Blackstone proposal. In particular, the board directed its advisors to seek to (i) lower the price of the two-tier termination fee to facilitate competing bids if the Company were to enter into a definitive transaction agreement with Blackstone, (ii) increase the price per share of the Company common stock, and (iii) permit the Company to issue its regular quarterly dividend through the closing of any transaction.

Thereafter, as instructed by the board, Citi representatives communicated to Blackstone that the per share price in the updated Blackstone proposal was insufficient, and asked Blackstone to increase its offer price in a revised proposal.

On Friday, April 5, 2024, representatives of Skadden sent a revised draft of the merger agreement and related documents. The revised draft of the merger agreement reflected, among other matters, a reduction of the two-tier termination fees, with the lower fee equal to 1.5% of the Company’s equity value (instead of the 1.9% included in the initial Blackstone documentary submissions) which would be payable if the Company terminated the merger agreement within 60 days (instead of 40 days) after signing the merger agreement with Blackstone to enter into a definitive agreement providing for the implementation of a superior proposal that was received during the first 45 days (instead of 30 days) after signing the merger agreement with Blackstone, and otherwise 3.0% (instead of 3.5%) of the Company’s equity value.

On Saturday, April 6, 2024, Blackstone submitted a revised written non-binding proposal, providing for an offer price of $39.12 per share of the Company common stock, in cash (representing an approximately 25% premium to the closing price of the Company common stock on Friday, April 5, 2024), assumed that no further dividends would be paid by the Company, and indicated that this was Blackstone’s best and final offer (we refer to such proposal, reflecting the updated price, as the “final Blackstone proposal”). The final Blackstone proposal noted that given that the proposed transaction documentation was substantially complete, Blackstone was prepared to sign and announce a transaction by the opening of the stock market on Monday, April 8, 2024.

During the same day, representatives of Simpson Thacher sent a revised draft of the merger agreement and related documents, on behalf of Blackstone, to representatives of Skadden. The revised draft of the merger agreement accepted the Company’s proposed two-tier termination fee of 1.5% of the Company’s equity value and 3.0% of the Company’s equity value, shortened the period of time the Company would be able to terminate the merger agreement to accept a superior proposal while paying the lower fee from 60 days to 50 days, and shortened the period of time for the relevant acquisition proposal to be received from 45 days to 35 days after the signing of a merger agreement.

Thereafter and continuing on Sunday, April 7, 2024, the Company, with the assistance of Citi and Skadden, and Blackstone, with the assistance of Simpson Thacher, continued to negotiate the terms of the proposed merger agreement and other transaction documents and exchanged and discussed various drafts of the documents. The negotiations covered various aspects of the transaction, including, among others, the representations and warranties made by the parties, the restriction on the conduct of the Company’s business until completion of the transaction, the conditions to completion of the merger, the Company’s obligations to cooperate with Blackstone’s debt financing efforts and pre-closing restructuring transactions, the terms relating to payment of the Company termination fee and reverse termination fee, and provisions regarding our equity awards, retention of employees and treatment of certain existing employee benefits and other compensation matters.

During the morning of April 7, 2024, substantially final drafts of the merger agreement, disclosure schedules and other transaction related documents were provided to the board.

During the afternoon of April 7, 2024, the board held a meeting with all members of the board, representatives of the Company’s management, Citi and Skadden in attendance. Representatives of Citi referenced the materials that Citi circulated to the board in advance of the meeting and updated the directors on the final Blackstone proposal, in particular the increase in price to $39.12 per share of the Company common stock and that no dividends (other than those necessary to maintain REIT status or to avoid the incurrence of entity-level income or excise taxes, with the per share merger consideration to be decreased on a dollar-for-dollar basis in the event of any such dividend) be paid by the Company prior to the closing. The representatives of Citi also explained that Blackstone emphasized that this was their best and final offer and that no additional improvements would be forthcoming.

During the meeting, representatives of Citi summarized for the board various financial analyses, which are described in more detail in the section entitled “—Opinion of Our Financial Advisor” and the final Blackstone proposal, as well as the Company’s total stockholder return and discount to the Company’s net asset value since announcement of its separation from Aimco on September 14, 2020. The board also asked, and the Company’s management answered, clarifying questions related to the financial projections.

Representatives from Skadden then reviewed with the board the material terms of the proposed transaction with Blackstone and the board’s legal duties, and the board asked, and representatives from the Company’s management, Citi and Skadden answered, questions related to the same.

Among other matters, the Company’s management confirmed to the board that, as of such time, Blackstone had not discussed the terms of any post-closing employment or equity participation for the Company’s management (other than the fact that the Partnership would remain in place and that the Partnership units would remain outstanding) with any members of the Company’s management.

The board discussed the proposed transaction in detail, including, without limitation, the matters described in the section entitled “—Reasons for the Merger.”

At the request of the board, Citi then rendered to the board its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated April 7, 2024, and is attached to this Proxy Statement as Annex B, that as of the date of such opinion, and based upon and subject to, the various assumptions, qualifications, limitations and other matters set forth in its written opinion, the common stock merger consideration of $39.12 to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of the Company common stock (other than holders of excluded common stock) is fair, from a financial point of view, to such holders.

The board then unanimously (i) determined that the merger agreement and the merger and the other transactions contemplated by the merger agreement, on the terms and subject to the conditions set forth in the merger agreement, are advisable and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement, (iii) directed the Company’s management to finalize the merger agreement and related documentation on terms consistent with those reviewed by the board, and approved the execution and delivery of the merger agreement by the Company, the performance by the Company of its covenants and other obligations thereunder and the consummation of the merger and the other transactions contemplated by the merger agreement upon the

terms and subject to the conditions set forth therein, (iv) directed that the merger be submitted to the common stockholders of the Company for their consideration and approval at the special meeting, and (v) recommended that the Company’s common stockholders vote in favor of the adoption of the merger agreement and the approval of the merger.

Following the conclusion of the board meeting, the Company and Blackstone finalized and executed the merger agreement and limited guarantee.

At the time of the execution of the merger agreement, Blackstone had not discussed the terms of any post-closing employment or equity participation for the Company’s management (other than the fact that the Partnership would remain in place and that the Partnership units would remain outstanding) with any members of the Company’s management or the board.

On April 8, 2024, prior to the opening of trading hours, Blackstone and the Company issued a joint press release announcing the execution of the merger agreement.

In reaching its unanimous decision to determine and declare the transactions contemplated by the merger agreement, including the merger, to be advisable and in our stockholders’ best interests, to approve the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, and to resolve to recommend that holders of common stock approve the merger proposal, the board consulted with our senior management team, as well as our financial and legal advisors, and considered a number of factors, including the following factors (not necessarily in order of relative importance) that the board viewed as being positive or favorable in coming to its determination and recommendation:

In the course of its deliberations, the board also considered a number of uncertainties, risks and potentially negative factors relating to entering into the merger agreement, including (not necessarily in the order of relative importance):

Our board concluded that the uncertainties, risks and potentially negative factors relevant to the merger were outweighed by the potential benefits.

In addition, our board was aware of and considered the fact that some of the Company’s directors and executive officers have interests in the merger that are different from, or in addition to, the Company stockholders generally, including those interests that are a result of employment and compensation arrangements with the Company. For more information, see “— Interests of Our Directors and Executive Officers in the Merger.”

The foregoing discussion of the factors considered by the board is not intended to be exhaustive, but rather includes the material factors considered by the board. In reaching its decision to determine and declare the transactions contemplated by the merger agreement, including the merger, to be advisable and in the best interests of the Company and our stockholders and to approve the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, and to resolve to recommend that the holders of common stock approve the merger proposal, the board did not quantify or assign any relative weights to, and did not make specific assessments of, the factors considered, and individual directors may have given different weights to different factors. Rather, the board based its decisions on the totality of the factors and information it considered. The board did not reach any specific conclusion with respect to any of the factors or reasons considered. Moreover, each member of the board applied his or her own personal business judgment to the process and may have given different weight to different factors.

The explanation of the factors and reasoning set forth above contain forward-looking statements and should be read in conjunction with the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Our board has unanimously approved and declared advisable the merger agreement and the merger and the other transactions contemplated thereby, and determined the merger agreement and the transactions contemplated by the merger agreement, including the merger, on the terms and conditions of the merger agreement to be advisable and in the best interests of the Company and our stockholders. Our board recommends that you vote “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

In connection with ordinary course activities, our management prepared certain unaudited prospective financial information for the Partnership on a proportionate basis for fiscal years ending December 31, 2024 through December 31, 2029, which we refer to as the “financial projections,” which is summarized below. The Company owns approximately 93.7% of the economic interest in the Partnership Common Units. Such financial projections were provided to our board of directors and to Citi for use in connection with its financial analyses and fairness opinion. The financial projections for the fiscal year ending December 31, 2024, as well as the projected Initial Capital Expenditures and certain portions of Property Net Operating Income (NOI) for the entire projected period, were made available to each of Blackstone and Party A in connection with their due diligence review of a potential transaction.

The financial projections were not intended for public disclosure, and, accordingly, do not necessarily comply with, nor were they prepared with a view toward compliance with, the published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or generally accepted accounting principles, or GAAP (and do not include footnote disclosures as may be required by GAAP). Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. A summary of the financial projections is included in this proxy statement only because the financial projections were made available to our board of directors and Citi as described in this proxy statement. The inclusion of the financial projections in this proxy statement does not constitute an admission or representation by us that the information contained therein is material information nor should the inclusion be regarded as an indication that the Company or anyone else then considered, or now considers, such summaries to be necessarily predictive of actual future events, and this information should not be relied upon as such. In light of the foregoing, the Company’s stockholders are cautioned not to place undue reliance thereon. The Deloitte & Touche LLP report included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference into this Proxy Statement, relates to the Company’s historical financial information and does not extend to the financial projections and should not be read to do so.

In the view of our management, the financial projections were prepared on a reasonable basis reflecting management’s best available estimates and judgments regarding our future financial performance at the time they were prepared. The financial projections have been included only to reflect information made available to our board of directors and Citi at the time of certain events and decisions, are not facts and should not be relied upon as indicative of actual future results, and you are cautioned not to rely on the financial projections. While presented with numerical specificity, the financial projections are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by our management as of the date of their preparation. Some or all of the estimates and assumptions that have been made in connection with the preparation of the financial projections may have changed since the date the financial projections were prepared. None of the Company or any of our affiliates, advisors or other representatives assumes any responsibility for the validity, reasonableness, accuracy or completeness of the financial projections. Neither the Company nor any of our affiliates, advisors or other representatives have or intend to, and each of them disclaims any obligation to, update, revise or correct the financial projections if any or all of them have become or become inaccurate (even in the short term) since the time of their preparation. These considerations should be taken into account in reviewing the financial projections, which were prepared as of an earlier date.

The financial projections do not reflect changes in general business or economic conditions since the time they were prepared, changes in our businesses or prospects since the time they were prepared, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the financial projections were prepared, and the financial projections are not necessarily indicative of current values or future performance, which may be significantly more favorable or less favorable than as set forth below and should not be regarded as a representation that the financial projections will be achieved. The projections also reflect assumptions as to certain business decisions that are subject to change. In addition, our future financial performance may be affected by our ability to successfully implement a number of initiatives to improve our operations and financial performance and our ability to achieve strategic goals, objectives and targets over the applicable periods.

Because the financial projections reflect subjective judgment in many respects, they are susceptible to multiple interpretations and frequent revisions based on actual experience and business developments. The financial projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The estimates and assumptions underlying the financial projections involve judgments with respect to, among other things, economic, competitive and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic and competitive uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which we operate. The financial projections constitute forward-looking information and are subject to a wide variety of significant risks and uncertainties that could cause the actual results to differ materially from the projected results. For additional information on factors that may cause our future financial results to materially vary from the projected results summarized below, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements”. Accordingly, there can be no assurance that the projected results summarized below will be realized or that actual results will not differ materially from the projected results summarized below, and the financial projections cannot be considered a guarantee of future operating results and should not be relied upon as such. Neither we nor our affiliates nor advisors nor any other person has made any representation to any of our stockholders or any other person regarding our actual performance compared to the results included in the financial projections. We have not made any representation to Blackstone or its affiliates, in the merger agreement or otherwise, concerning the financial projections.

This Proxy Statement contains certain non-GAAP financial measures, including:

The Company believes that its presentation of these non-GAAP measures provides useful supplemental information to investors and management regarding the Company’s financial condition and results of operations. Other firms may calculate non-GAAP measures differently than the Company, which limits comparability between companies. Non-GAAP measures are not in accordance with, nor a substitute for, GAAP.

The SEC rules that would otherwise require a reconciliation of a non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP do not apply to non-GAAP financial measures included in a disclosure relating to a proposed business combination such as the merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by our board of directors in connection with its evaluation of the merger or by Citi for purposes of its financial analyses and opinion. Accordingly, we have not provided a reconciliation of the non-GAAP financial measures included in the financial projections to the most directly

comparable GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated and presented in accordance with GAAP, and non-GAAP financial measures as used by us may not be comparable to similarly titled amounts used by other companies. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures calculated and presented in accordance with GAAP.

The financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in our public filings with the SEC. The financial projections do not take into account any circumstances or events occurring after the date they were prepared, including the merger. Further, the financial projections do not take into account the effect of any failure of the merger to be consummated and should not be viewed as accurate or continuing in that context.

The following table summarizes the financial projections of the Partnership that were provided to our board of directors in connection with the evaluation of a possible transaction. As noted above, the Company owns approximately 93.7% of the economic interest in the Partnership Common Units. The following financial projections were also provided to Citi by us for use in connection with its financial analyses and the fairness opinion rendered to our board of directors (summarized under the section entitled “—Opinion of Our Financial Advisor” below).

The following table presents a summary of the financial projections:

In addition, the Company’s management projected 2024E FFO attributable to the Company of $351 million (which, for the avoidance of doubt, excludes the allocation of $24 million of FFO to OP Units (as defined below in the section entitled “Security Ownership of Certain Beneficial Owners and Management”) held by third parties based on their economic ownership of the Partnership) and, based on an assumed 144.5 million shares of our common stock outstanding, calculated a projected 2024E FFO per share of our common stock of $2.43 per share.

On April 7, 2024, Citi delivered to the board an oral opinion, subsequently confirmed by the delivery of a written opinion dated April 7, 2024, to the effect that, as of the date of the written opinion and based on and subject to the assumptions made, qualifications, limitations and other matters set forth in the written opinion, the $39.12 in cash per issued and outstanding share of our common stock to be received by the holders (other than the Company, the Parent Entities or Merger Sub) of our issued and outstanding common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of Citi’s written opinion, dated April 7, 2024, which sets forth, among other things, the assumptions made, qualifications, limitations and other matters considered on the review undertaken by Citi in rendering its opinion, is attached to this proxy statement as Annex B and is incorporated into this proxy statement by reference in its entirety. The summary of Citi’s opinion set forth below is qualified in its entirety by reference to the full text of the opinion. We urge you to read the opinion carefully and in its entirety. Citi’s opinion, the issuance of which was authorized by Citi’s fairness opinion committee, was provided for the information of the board (in its capacity as such) in its evaluation of the proposed merger and was limited to the fairness, from a financial point of view, as of the date of the written opinion, of the $39.12 in cash per issued and outstanding share of our common stock to be received by the holders (other than the Company, the Parent Entities or Merger Sub) of our issued and outstanding common stock pursuant to the merger agreement. Citi’s opinion does not address any other aspects or implications of the transactions contemplated by the merger agreement and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the merger. Citi’s opinion does not address our underlying business decision to effect the merger, the relative merits of the merger as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction in which we might engage. The following is a summary of Citi’s opinion.

In arriving at its opinion, Citi, among other things:

In connection with Citi’s engagement, Citi approached, at the direction of the Company, and held discussions with, certain parties that the Company determined to have the financial capabilities and relevant market expertise to conduct a possible acquisition of the Company, in order to solicit indications of interest in such a transaction.

In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of our management that they were not aware of any relevant information that was omitted or that remained undisclosed to Citi at the time Citi rendered its opinion. With respect to the financial projections and other information and data relating to the Company provided to or otherwise reviewed by or discussed with Citi, Citi was advised by our management that the financial projections and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of our management as to the Company’s future financial performance. Citi also assumed, with our consent, that the financial results reflects in such financial projections and other information and data will be realized in the amounts and at the times projected.

Citi also assumed, with our consent, that the merger will be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of

obtaining the necessary regulatory or third-party approvals, consents and releases for the merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Company or the merger. Our representatives advised Citi, and Citi further assumed, that the final terms of the merger agreement would not vary materially from those set forth in the draft reviewed by Citi. Citi did not make, and was not provided with, an independent evaluation or appraisal of the Company’s assets or liabilities (contingent or otherwise) and Citi did not make any physical inspection of the Company’s properties or assets. Citi’s opinion did not address the underlying business decisions of the Company to effect the merger, the relative merits of the merger as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage. Citi also expressed no view as to, and Citi’s opinion did not address, (a) the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the common stock merger consideration or (b) the fairness (financial or otherwise) of any other transaction undertaken in connection with the merger. Citi’s opinion was necessarily based upon information available to it, and financial, stock market and other conditions and circumstances existing, as of the date of its written opinion. Although subsequent developments could have affected Citi’s opinion had they taken place prior to the date of its written opinion, Citi has no obligation to update, revise or affirm its opinion.

For a summary of the material financial analyses presented by Citi to the board in connection with the delivery of Citi’s opinion, see the section entitled “—Company Financial Analyses” below.

The following is a summary of the material financial analyses delivered by Citi to the board in connection with rendering its opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Citi, nor does the order of analyses described represent relative importance or weight given to those analyses by Citi. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and such tables are, alone, not a complete description of the financial analyses of Citi. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 7, 2024, and is not necessarily indicative of current market conditions.

The preparation of financial opinions is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, financial opinions are not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth below, without considering the analyses as a whole, could create an incomplete view of the processes underlying Citi’s financial opinion. In arriving at its fairness determination, Citi considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Citi made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the following analyses as a comparison is directly comparable to the Company or the merger.

Citi prepared these analyses for purposes of providing its opinion to the board as to the fairness, from a financial point of view, to the holders (other than the Company, the Parent Entities or Merger Sub) of our issued and outstanding common stock, as of the date of the written opinion, of the $39.12 in cash per share to be received by such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Citi, or any other person assumes responsibility if future results are materially different from those forecast.

The common stock merger consideration was determined through arm’s-length negotiations between us and the Parent Entities, rather than by Citi, and was approved by the board. Citi provided advice to us during these negotiations. Citi did not, however, recommend any specific amount of consideration to us or the board or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above in the section entitled the “The Merger—Reasons for the Merger,” the opinion of Citi to the board was one of many factors taken into consideration by the board in making its determination to approve the merger agreement and the transactions contemplated thereby, including the merger. The following summary does not purport to be a complete description of the analyses performed by Citi in connection with its opinion and is qualified in its entirety by reference to Citi’s written opinion attached as Annex B.

Citi conducted a discounted cash flow analysis of the Company using the financial projections for the purpose of determining an implied fully diluted equity value per share for our common stock (taking into account the OP Units held by third parties). Based on the financial projections, Citi calculated the estimated present value of unlevered free cash flows that the Partnership was forecasted to generate during the fiscal years ending December 31, 2024 through December 31, 2028. Citi also calculated a range of terminal values for the Partnership by applying a range of terminal capitalization rates of 5.5% to 6.0%, which range was selected by Citi based on its professional judgment and experience, to the projected fiscal year 2029 net operating income of the Partnership. The unlevered free cash flows and the range of terminal values were then discounted to present values reflecting implied enterprise values for the Partnership, as of December 31, 2023, using mid-year convention and discount rates ranging from 10.1% to 11.0%, reflecting estimates of the Company’s weighted average cost of capital selected by Citi utilizing its professional judgement and experience, and derived from Citi’s review of public filings, Bloomberg and FactSet Research Systems. From the range of implied enterprise values it derived for the Company, Citi subtracted the Company’s net debt as of December 31, 2023 (calculated as total debt and preferred equity, less cash and cash equivalents) to derive the equity value of the Company, and subsequently divided such equity value by the fully-diluted shares of common stock (taking into account the OP Units held by third parties) outstanding as of April 5, 2024, to derive an implied share price range.

This analysis indicated an implied share price range of $36.66 to $43.02 per share of our common stock, which Citi compared to the common stock merger consideration of $39.12.

Citi performed a selected public companies analysis to estimate an implied per share value of the Company through an analysis of the public share price and enterprise value of similar publicly-traded companies. Citi reviewed financial and stock information of the Company and the eight selected publicly-traded companies listed below, which we refer to as the “selected companies”, and which are all publicly traded REITs in the multi-family sector. No publicly-traded company is identical to us, but the selected companies were chosen because, among other reasons, they possessed certain financial, operational or business characteristics that, in Citi’s view, based on its professional judgment, were sufficiently comparable to those of the Company or otherwise relevant for purposes of comparison to the Company.

Citi selected the following publicly-traded REITs:

Citi calculated and compared ratios of share prices to FFO, discounts between share prices and net asset values, and share prices based on financial and trading data as of April 5, 2024 based on the selected companies’ public filings and other information including FactSet Research Systems, S&P Capital IQ and, with respect to net asset values, GreenStreet research.

With respect to each of the selected companies, Citi reviewed and compared the percentage discount between the closing share price of each selected company on April 5, 2024 to each selected company’s net asset value

estimated by GreenStreet research, as of April 5, 2024, which ranged from a low of (21.1%) to a high of (1.7%). Citi then applied this discount to net asset value range to the Company’s GreenStreet estimated net asset value per share as of April 5, 2024 of $41.20, to derive an implied valuation range of $32.52 to $40.51 per share of our common stock, which Citi compared to the common stock merger consideration of $39.12.

In addition, for each of the selected companies, Citi reviewed and compared the ratio of its closing share price on April 5, 2024 to estimates of its 2024 FFO generating a range of multiples from 13.5x to 16.7x. Citi then applied the range of such observed multiples to the Company’s estimated 2024 FFO per share of common stock (excluding OP Units held by third parties) of $2.43, which was provided by the Company’s management, to derive an implied valuation range of $32.69 to $40.47 per share of our common stock, which Citi compared to the common stock merger consideration of $39.12.

Citi performed a selected precedent transaction analysis for all-cash acquisitions of public REITs to estimate the implied per share value of the Company through an analysis of the offer price premium or discount paid by acquirors in transactions similar to the merger, as a percentage, versus the net asset value per share of the respective company as determined by the consensus of publicly available analyst research estimates during the relevant period, which we call the “consensus net asset value per share”. Citi reviewed certain publicly available information for all-cash transactions in the REIT industry (excluding acquisitions of C-corps and mortgage REITs, non-traded REITs or REIT acquisitions that involved a spin-off as part of the acquisition or for which no net asset value was publicly reported) announced since 2018 while the 10-year U.S. Treasury rate was above 3.5% at the time of the announcement of the transaction, which we refer to collectively as the “selected precedent transactions” and which are set forth in the table below. Financial data of the Company and the selected transactions were based on public filings and other information including FactSet Research Systems and S&P Capital IQ.

Although none of the target companies in the selected precedent transactions are directly comparable to the Company and none of the selected precedent transactions are directly comparable to the transactions contemplated by the merger agreement, the selected precedent transactions were chosen because certain aspects of the selected precedent transactions, including the 10-year U.S. Treasury rate at the time of announcement of each of these transactions, in Citi’s view, based on its professional judgment and experience, made them sufficiently comparable to the Company and/or the transactions contemplated by the merger agreement or otherwise relevant for purposes of analysis. For each of the selected precedent transactions, Citi reviewed the per share transaction price payable in the selected precedent transaction and compared it against the applicable company’s consensus net asset value per share at the time of the transaction. Citi then analyzed the percentage premium or discount paid by the acquiror compared to the consensus net asset value per share of the applicable target business, which produced a range of discounts between (8.4%) to (5.2%) for the selected precedent transactions (reflecting the maximum and minimum observed discount of transaction price per share to consensus net asset value per share).

Based on its professional judgment and experience, and taking into consideration the observed discount rates for the selected precedent transactions, Citi then applied the (8.4%) to (5.2%) reference range of transaction price discounts to the Company’s consensus net asset value per share of $42.05 to derive a range of implied share price valuations for the Company. The results of this analysis indicated an implied share price range of $38.52 to $39.86 per share of our common stock, which Citi compared to the common stock merger consideration of $39.12.

Citi also observed certain additional factors regarding the Company that were not considered part of Citi’s financial analyses with respect to its opinion but were referenced for informational purposes, including the following:

Pursuant to an engagement letter between us and Citi, we have agreed to pay Citi an aggregate fee of up to $40 million, $4 million of which became payable upon Citi’s delivery of the opinion described in this section and the remainder of which is contingent upon the closing of the merger. We also have agreed to reimburse Citi, subject to certain conditions, for reasonable and documented expenses incurred by Citi in performing its services, and to indemnify Citi and related persons against certain liabilities arising out of its engagement in connection with the merger.

Citi and its affiliates in the past have provided, and currently provide, services to us unrelated to the merger for which services Citi and such affiliates have received and expect to receive compensation, including, without limitation, since the beginning of 2022, having acted or acting as (i) financial advisor in connection with joint venture transactions with global institutional investors in 2023, (ii) sales agent in the Company’s “at-the-market” equity issuance program, and (iii) a lender in the Company’s syndicated revolving credit facility. During the two-year period prior to the date of its opinion, Citi and its affiliates received fees for the rendering of the investment banking services listed in clauses (i) and (ii) above to the Company and its subsidiaries in the amount of approximately $5 million, as well as non-investment banking revenue for lending services referenced in clause (iii), in each case as determined by Citi based on its books and records. Citi and its affiliates in the past have further provided, and currently provide, services in North America to the Parent Entities and their real estate affiliates unrelated to the proposed merger for which services Citi and such affiliates have received and expect to receive compensation, including, without limitation, (i) as financial advisor in connection with the disposition of the JW Marriott San Antonio Hill Country Resort & Spa in San Antonio, Texas in 2023, the sale of a portfolio of industrial properties in 2023, the divestment of 127 self-storage properties in 2023, the sale of a structured investment in The Bellagio Las Vegas in 2023, the acquisition of a portfolio of industrial properties in 2022, and the acquisitions of PS Business Parks, Inc. and American Campus Communities, Inc., both in 2022, (ii) various margin loans on various equity securities, (iii) securitization and commercial mortgage-backed securities services, (iv) as lender in various lending facilities of Blackstone Real Estate (a subsidiary of Blackstone, Inc.), and (v) other various issuer services, securities services, foreign exchange and interest rate hedging, commodity business services, as well as treasury and trade solutions, in each case, for which affiliates of Citi recorded significant non-investment banking related fees and other revenues. During the two-year period prior to the date of its opinion, Citi and its affiliates received fees for the rendering of the investment banking services in North

America, including with respect to the services listed in clause (i) above, to the Parent Entities and/or their real estate affiliates in the amount of approximately $15 million, as well as additional non-investment banking revenues related to services listed in clauses (ii) through (v) in the amount of approximately $50 million, in each case as determined by Citi based on its books and records.

In the ordinary course of Citi’s business, Citi and its affiliates may actively trade or hold the securities of the Company and the Parent Entities or their affiliates for Citi’s own account or for the account of Citi’s customers and, accordingly, may at any time hold a long or short position in such securities. In addition, Citi and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with the Company, the Parent Entities and/or their respective affiliates.

The board selected Citi to act as its financial advisor in connection with the merger to assist and advise the board because of Citi’s qualifications, experience, reputation, long-standing relationship with the Company and substantial knowledge of the industry in which we operate. Citi is an internationally recognized investment banking firm that regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes.

In connection with the closing of the merger, the Parent Entities will cause an aggregate of approximately $5.7 billion to be paid to the holders of our common stock (other than the excluded common stock), and holders of preferred stock, restricted stock awards and options. The Parent Entities have informed us that in connection with the closing of the merger, the Parent Entities expect to cause the outstanding indebtedness under our revolving credit facility, term loans and unsecured notes to be repaid in full. The Parent Entities also expect certain of our mortgage loans to be repaid or remain outstanding. As of April 30, 2024, we had approximately $325 million aggregate principal amount outstanding under our revolving credit facility. As of March 31, 2024, we had approximately $875 million aggregate principal amount outstanding under our term loans and unsecured notes and approximately $2.3 billion in mortgage loans outstanding.

The Parent Entities have informed us that they have received a debt commitment letter from Wells Fargo Bank, National Association, Bank of Montreal, Goldman Sachs Bank USA, JPMorgan Chase Bank, National Association, Barclays Bank PLC, Bank of America, N.A., Morgan Stanley Mortgage Capital Holdings LLC, Société Générale and Deutsche Bank AG, New York Branch, providing for debt financing in an aggregate amount of up to approximately $2.65 billion, and that they currently are pursuing obtaining an additional approximately $850 million to $2.15 billion of debt financing, in each case to be incurred by the Partnership and/or certain of its subsidiaries, which would be provided substantially concurrently with the closing of the merger. The Parent Entities expect that the Partnership will have approximately $5.3 billion to $6.8 billion of outstanding indebtedness immediately following the closing of the merger. In addition, it is expected that the Sponsor will contribute equity to the Parent Entities for the purpose of funding the acquisition costs (including the common stock merger consideration) that are not covered by such debt financing.

The Parent Entities have informed us that in addition to the payment of the common stock merger consideration, the funds to be obtained from the debt and equity financing may be used for purposes such as reserves, the refinancing of certain of our existing debt, funding working capital requirements, and for other costs and expenses related to the financing and the merger. The Parent Entities have informed us that they currently believe that the funds to be borrowed under the potential debt financing would be secured by, among other things, a first priority mortgage lien on certain properties that are wholly owned by the Company, certain escrows and reserves and such other pledges and security required by the lenders to secure and perfect their interests in the applicable collateral, and that such debt financing would be conditioned on the merger being completed and other customary conditions for similar financings.

The merger agreement does not contain a financing condition to the closing of the merger. We have agreed to use commercially reasonable efforts to provide, and to cause our subsidiaries to use their commercially reasonable efforts to provide, in each case at the Parent Entities’ sole cost and expense, such customary cooperation reasonably requested in writing by the Parent Entities in connection with the arrangement of any financing with respect to us or our subsidiaries, or our or our subsidiaries’ real property. For more information, see the sections entitled “The Merger Agreement—Financing Cooperation” and “The Merger Agreement—Conditions to the Merger.”

In considering the recommendation of our board to approve the merger, the merger agreement and the other proposals described above, our stockholders should be aware that our directors and executive officers have certain interests in the merger that are different from, or in addition to, the interests of our stockholders generally. These interests may create potential conflicts of interest. Our board was aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement, in reaching its decision to determine and declare the transactions contemplated by the merger agreement, including the merger, to be advisable and in our and our stockholders’ best interests to approve the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, and to resolve to recommend that the stockholders approve the merger. These interests include Partnership units as well as the Company Compensatory Awards discussed below.

For a description regarding compensation and benefits to be provided to our employees generally following the effective time, see “The Merger Agreement—Employee Benefits.”

Our executive officers, including both our named executive officers and other executive officers, hold restricted stock awards and options in the Company. These are contractual obligations of the Company made in the ordinary course of business that the Parent Entities covenant to treat as set forth in the merger agreement. These obligations and their quantification are further set forth in the section entitled “—Quantification of Potential Payments to Our Named Executive Officers in Connection with the Merger.”

Restricted Stock Awards. The restricted stock awards generally are grants of Company shares which vest (i) based on achievement of performance goals and/or (ii) over a specified period of time. For restricted stock awards subject to performance goals, the applicable award agreements provide in the event that a holder’s employment is terminated by the Company without cause or by the holder for good reason (as such terms are defined in the award agreements) within 12 months following a change in control (which includes the completion of the contemplated merger), the performance goals are determined based on the greater of target level performance and actual performance through the closing date of such change in control. The merger agreement provides that, immediately prior to the effective time, each restricted stock award that is outstanding immediately prior to the effective time, whether vested or unvested (except as provided below), will automatically be cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product obtained by multiplying (a) the aggregate number of shares of our common stock subject to the restricted stock award immediately prior to the effective time by (b) the common stock merger consideration (with any performance goals applicable to such restricted stock award measured at the greater of target level performance and actual performance through the closing date), and in the event that any portion of a restricted stock award does not vest based on performance, the shares of our common stock underlying such portion of the restricted stock award will be cancelled as of the effective time without payment. In addition, to the extent such award is not so cancelled, an amount equal to all accrued and unpaid cash dividends relating to each such award through the effective time will also be paid in cash.

Company Stock Options. Grants of stock options are subject to time and/or performance-based vesting. For performance-vesting stock option awards, the number of Company shares subject to such awards is determined based on achievement of performance goals. The applicable award agreements for such stock options provide in the event that a holder’s employment is terminated by the Company without cause or by the holder for good reason (as such terms are defined in the award agreements) within 12 months following a change in control (which includes the completion of the contemplated merger), the performance goals will be determined based on the greater of target level performance and actual performance through the closing date of such change in control. The merger agreement provides that, at the effective time, each option that is outstanding immediately prior to the effective time, whether vested or unvested, will be automatically cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) determined pursuant to the applicable incentive award plan, and the applicable award agreement and in accordance with the terms and conditions of the merger agreement, which is equal to the product obtained by multiplying (i) the aggregate number of shares of our common stock underlying such options immediately prior to the effective time (with any performance goals applicable to such options measured at the greater of target level performance and actual performance through the closing date), by (ii) the fair value of such options as determined in accordance with the Company’s historical policies and practices.

Cash Awards. Following the effective time, grants of outstanding long-term cash awards will continue to vest and be payable in accordance with their terms, provided that we may take any actions to provide that, effective prior to the effective time, any performance measures applicable to such awards for the current year in which the effective time occurs will be deemed achieved at the greater of actual performance and target level performance and such long-term cash awards will be subject to only time-vesting conditions from and following the effective time. Under the terms of the long-term cash awards, in the event an executive’s employment is terminated by us without cause or by the executive for good reason (as such terms are defined in the applicable award agreement), in either case within 12 months following the effective time, any long-term cash awards held by an applicable executive that have not yet become vested will become immediately fully vested.

Value of Payments. For an estimate of the value of the payments described above that would become payable to each of our named executive officers, see the section entitled “—Quantification of Potential Payments to Our Named Executive Officers in Connection with the Merger” below. The estimated value of the payments that will be made to our other executive officers, Matthew O’Grady and Patti Shwayder, in respect of their outstanding restricted stock awards (including any accrued and unpaid cash dividends underlying such restricted stock awards) and long-term cash awards at the effective time is $3,597,894 in the aggregate, which is based on the number of outstanding unvested shares and awards (determined at the greater of actual performance and target-level performance with respect to awards subject to performance measures, which for this purpose we have assumed maximum-level performance held by these current executive officers as of May 13, 2024) and the hypothetical assumption that the executives’ employment terminated as of such date.

Certain of our directors and executive officers hold LTIP units. After the merger, the outstanding LTIP units will remain issued and outstanding, and will continue to have the rights, privileges and obligations set forth in the applicable award agreement and the Partnership LPA, as amended in connection with the completion of the merger, which includes a right to convert into Partnership Common Units from time to time at the election of the holder thereof. The LTIP units are convertible into a number of Partnership Common Units based on the extent to which the LTIP units vest (or previously vested at the completion of the relevant performance period) based on achievement of performance goals and satisfaction of service-based vesting conditions, and certain LTIP units (which we refer to as “LTIP II units”) are also subject to a conversion price that reduces the number of Partnership Common Units into which they convert. We refer to LTIP units that are not subject to a conversion price as “LTIP I units”. For LTIP II units, it is anticipated that, after giving effect to the LPA Amendment, the number of Partnership Common Units issued upon conversion at or after the closing will be determined based on (i) (a) the value of a Partnership Common Unit (as determined by the General Partner in good faith) at the date of conversion minus (b) the closing trading price of a share of Company common stock at the date of grant, as adjusted, divided by (ii) the value of a Partnership Common Unit (as determined by the General Partner in good faith) at the date of conversion.

Vested LTIP units are unaffected by the merger. Unvested LTIP units are unaffected by the merger unless the executive’s employment is terminated by us without cause or by the executive for good reason (as such terms are defined in the applicable award agreement), within 12 months following the closing, in which event the unvested LTIP units will become immediately and fully vested with, for LTIP units whose number is currently still subject to performance conditions, the number of LTIP units that vest based on achievement of performance goals will be determined as if the closing date was the final day of the performance period and as if the level of performance as of such date was the greater of actual performance and target level performance.

As described above in “The Merger—Financing”, the Parent Entities have informed us that they currently are pursuing obtaining approximately $3.5 billion to $4.8 billion of debt financing to be incurred by the Partnership and/or certain of its subsidiaries, which would be provided substantially concurrently with the closing of the merger. The Parent Entities have indicated to us that they anticipate causing the Partnership to distribute, substantially concurrently but effective after the closing of the merger, some of the debt financing proceeds to the Partnership unitholders including the Company, in accordance with the terms of the Partnership Agreement, to allow the Company to fund a portion of the merger consideration using its share of such distribution. The Parent Entities have informed us that any

such distribution could be in an amount of approximately $11 to $20 per Partnership Common Unit. We note that any such distribution would result in the holder of a Partnership Common Unit receiving cash and the value of such Partnership Common Unit being reduced accordingly. The Parent Parties have indicated to us that they expect the actual amount of such financing and such distribution will depend on interest rates and numerous other factors in the financing markets at the time of closing, and no assurance can be provided that any such distribution will occur.

Assuming the Parent Entities obtain such debt financing and such distribution is made, based on the number of Partnership Common Units and LTIP units that Mr. Considine holds as of May 13, 2024, the Parent Entities have indicated that Mr. Considine, entities he controls and his spouse could receive an aggregate distribution amount, disregarding any reduction for tax withholding, of approximately $24 million to $45 million in respect of his and their Partnership Common Units and Class I High Performance Partnership Units and approximately $4 million to $7 million in respect of his LTIP units, assuming full vesting thereof.

As agreed between the Company and the Parent Entities, prior to the closing of the merger, the Company will amend award agreements relating to outstanding LTIP II units (including those held by Mr. Considine) to provide for an equitable adjustment, which will result in a reduction on a dollar-for-dollar basis, to the “Grant Date Closing Price” or “Issue Price” (as defined in the applicable award agreement) in the event of any extraordinary distribution paid upon the Partnership Common Units substantially concurrently but effective after the closing of the merger (but taking into account any portion of such extraordinary distribution that is received in respect of such LTIP II units in accordance with their preexisting terms).

Arrangements. We are party to an employment agreement, as amended, with our CEO, Terry Considine (which we refer to as the “CEO Employment Agreement”). We additionally maintain a separate executive severance policy (which we refer to as the “Executive Severance Policy”) pursuant to which each of our executive officers, other than Mr. Considine, may become eligible for severance benefits following a qualifying termination of employment. Both the CEO Employment Agreement and the Executive Severance Policy provide for severance benefits described below upon certain severance qualifying terminations of employment. The severance benefits are subject to compliance with certain obligations including the restrictive covenants described below.

CEO Employment Agreement. Pursuant to the CEO Employment Agreement, upon termination of Mr. Considine’s employment by us without cause or by Mr. Considine for good reason (as such terms are defined in the CEO Employment Agreement), Mr. Considine is generally entitled to: (a) a lump sum cash payment equal to the sum of (i) three times the sum of his base salary at the time of termination, and (ii) his target annual short-term incentive award opportunity; (b) any short-term incentive bonus earned but unpaid for a prior fiscal year; (c) a pro-rata portion of the short-term incentive bonus he would have earned for the year in which the termination occurs, based on the actual achievement of the applicable performance targets; (d) 18 months of continued health benefits coverage; (e) immediate and full acceleration of any outstanding unvested equity awards; and (f) continued exercisability of all outstanding stock options for the remainder of the term of the applicable award (but, given that such stock options will have been cancelled in connection with the closing, there would be no outstanding stock options in the event of such a termination of employment after the closing).

Our obligation to pay or provide Mr. Considine with the payments and benefits provided under the CEO Employment Agreement is also subject to Mr. Considine’s execution and non-revocation of a release of claims, and his performance of certain obligations including the restrictive covenants described in more detail below. Mr. Considine is also entitled to receive from the Company an executed release of claims.

Executive Severance Policy. Each of the Company’s executive officers, other than Mr. Considine, is covered under the Executive Severance Policy. Accordingly, each of Paul Beldin, Lisa Cohn, Keith Kimmel, Joshua Minix, Matthew O’Grady, and Patti Shwayder are participants under the Executive Severance Policy.

Pursuant to the terms of the Executive Severance Policy, if we terminate a participant’s employment without cause, or if a participant terminates his or her employment for good reason (as such terms are defined in the Executive Severance Policy), in either case, within the period commencing six months prior to and ending 12 months following a “Change in Control” (as defined in the Executive Severance Policy), the participant will be eligible to receive the following benefits:

All severance payments and benefits under the Executive Severance Policy are subject to the participant’s execution and non-revocation of a release of claims, and compliance with certain obligations including non-competition, non-disclosure and non-solicitation covenants set forth in a restrictive covenant agreement between the Company and each participant.

Golden Parachute Excise Tax.

In the event that any payment or benefit payable either to Mr. Considine under the CEO Employment Agreement or to any executive officer under the Executive Severance Policy would result in the imposition of excise taxes under the “golden parachute” provisions of Section 280G of the Code, then such payments and benefits will either be made and/or provided in full or will be reduced such that the excise tax under Section 280G is not applicable, whichever results in the receipt by the applicable executive officer of the greater amount on an after-tax basis. Neither the CEO Employment Agreement nor the Executive Severance Policy provides for, and none of the executives are otherwise entitled to, any excise tax or other tax “gross-up” payment. The applicability of any such excise tax to any payment or benefit payable to an executive officer will be determined by the facts at closing and the time of the executive officer’s termination of employment, if applicable.

Restrictive Covenants. Mr. Considine is subject to, under the CEO’s Employment Agreement, customary confidentiality provisions and a limited mutual non-disparagement provision and is also subject to non-competition, non-solicitation, and no-hire provisions that generally are in effect during, and for 24 months following termination of, Mr. Considine’s employment. If Mr. Considine violates any of these provisions, no further payment of the severance amounts will be due, or, if the severance amounts have already been paid, Mr. Considine must repay an amount equal to 1/24 of the paid amount for each month between the date of the violation and the second anniversary of the date of termination.

We are party to a restrictive covenant agreement (which we refer to as a “restrictive agreement”) with each of our executive officers (other than Mr. Considine). If an executive officer breaches the restrictive agreement, the executive will forfeit any right to separation pay or separation benefits under the Executive Severance Policy, will not be entitled to any further payment or right under the Executive Severance Policy and, with respect to any separation payment that has been made to or on behalf of the executive officer under the Executive Severance Policy, the executive officer will repay to the Company the amount of any such prior payment plus interest.

The restrictive agreements include customary confidentiality provisions and non-disparagement provisions and also include non-competition, non-solicitation, and no-hire provisions that generally are in effect during, and for 24 months following termination of, the executive’s employment with respect to Messrs. Beldin and Kimmel and Mses. Cohn and Shwayder and for 18 months following termination of the executive’s employment with respect to Messrs. Minix and O’Grady (except that the non-competition provision in Messrs. Minix’s and O’Grady’s restrictive agreements extend to 12 months following termination of employment).

Value of Payments. For an estimate of the value of the severance payments and benefits described above that would become payable to each of our named executive officers upon a severance-qualifying termination, see the section entitled “—Quantification of Potential Payments to Our Named Executive Officers in Connection with the Merger” below. The estimated value of the cash severance payments and continued health benefits described above that would be payable upon a hypothetical severance-qualifying termination of employment on May 13, 2024, for our other executive officers, Mr. O’Grady and Ms. Shwayder, is $1,717,886 and $1,167,976 respectively.

In connection with the merger, the Company and the Parent Entities agreed that retention cash awards, payable at closing, may be granted prior to closing to certain Company employees, including certain of our executive officers. For the value of cash retention awards that would become payable to each of our named executive officers upon the closing, see the section entitled “—Quantification of Potential Payments to Our Named

Executive Officers in Connection with the Merger” below. The value of the cash retention awards that would become payable upon the effective time for our other executive officers is $500,000, which reflects an award to Mr. O’Grady.

Our board believes that it is desirable that the Company’s directors and executive officers be relieved of the risk of liability under Section 16 of the Exchange Act to the fullest extent permitted by applicable law in connection with the exchange of equity securities of the Company pursuant to the merger. Accordingly, our board (or a committee thereof) intends to adopt a resolution providing that the disposition by the Company’s executive officers and directors of any equity securities of the Company pursuant to the transactions contemplated by the merger, are intended to be exempt from liability under Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e) promulgated thereunder.

The merger agreement provides that, to the fullest extent permitted by applicable law, from and after the effective time until the sixth anniversary of the effective time, (i) the Parent Entities agrees that they will cause the Surviving Corporation to, and (ii) the Surviving Corporation agrees that it will and will cause the General Partner to, and (iii) the General Partner agrees that it will, in each case of the foregoing clauses (i), (ii) and (iii), indemnify, defend and hold harmless each present and former director, officer, and manager of the acquired companies (which persons we refer to, in their capacity as such, the “company indemnified parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed claim, action, cause of action, demand, litigation, suit, audit, review, charge, complaint, hearing, grievance, assessment, arbitration, subpoena, inquiry or investigation or any other proceeding, by, before or otherwise involving any governmental authority (we refer to the foregoing as a “proceeding”) or other matter, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director, officer or manager of any acquired company or he or she is or was serving at the request of any acquired company as a director, officer or manager of any other individual, firm, corporation, partnership (limited or general), limited liability company, limited company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind (we refer to the foregoing as a “person”), in each case, arising out of actions or omissions occurring at or prior to the effective time (and whether asserted or claimed prior to, at or after the effective time), including such alleged acts or omissions with respect to the merger agreement or any of the transactions contemplated by the merger agreement, to the fullest extent permitted by applicable law.

The merger agreement further provides that, the Parent Entities will cause the Surviving Corporation to, the Surviving Corporation will and will cause the General Partner to, and the General Partner will promptly advance expenses (including reasonable attorneys’ fees) to the company indemnified parties as incurred by each such company indemnified party (but not later than 30 days after the submission of invoices), without the requirement of any bond or other security, to the fullest extent permitted by applicable law, but subject to the Parent Entities’ or the Surviving Corporation’s receipt of an undertaking by or on behalf of such company indemnified party to repay such amount if it will ultimately be determined that such company indemnified party is not entitled to be indemnified.

The merger agreement provides that the Parent Entities will cause the Surviving Corporation and General Partner (i) to maintain, for a period of not less than six years from the effective time, provisions in their respective organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the company indemnified parties that are no less favorable to those persons than the provisions of applicable law and the indemnification agreements and the organizational documents of the acquired companies, as applicable, in each case, as of the date of the merger agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that could adversely affect the rights of those persons thereunder, in each case, except as expressly required by applicable law.

The merger agreement also provides that, for a period of six years from the effective time, the Parent Entities will cause the Surviving Corporation and General Partner to, the Surviving Corporation will and will cause the General Partner to, and the General Partner will, in each case, maintain in effect directors’ and officers’ liability insurance covering those persons who are currently covered by the acquired companies’ directors’ and officers’ liability insurance policies on terms and conditions, including limits and retentions, not less favorable to the insureds thereunder than the

current insurance coverage from insurers with an A.M. Best Financial Strength Rating of “A-” or better with respect to matters existing or occurring at or prior to the effective time; provided, however, that in lieu of the foregoing, we may, and if we do not, the Parent Entities, the Surviving Corporation and the General Partner may, cause coverage to be extended under the acquired company’s current directors’ and officers’ liability, employment practices liability and fiduciary liability insurance policies by obtaining at or prior to the closing date fully prepaid, non-cancelable six-year “tail” insurance (containing terms and conditions, including limits and retentions, not less favorable to the insureds thereunder than the current insurance coverage) with respect to matters existing or occurring at or prior to the effective time for an overall additional premium not to exceed 300% of the total annual premiums at the last renewal; provided that we will reasonably cooperate and consult with the Parent Entities prior to the purchase of any such “tail” insurance; provided, further, however, that if the Parent Entities can procure a “tail” policy on superior terms or on equivalent terms, but at a lower price, as compared to any such policy that may be procured by us, then the Parent Entities may obtain such policy effective as of the effective time, in which case we will not obtain such policy. Additionally, the Surviving Corporation will (and the Parent Entities will cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.

The merger agreement requires that the Parent Entities will cause the Surviving Corporation and the General Partner to, and the Surviving Corporation and the General Partner will, advance, and cause to be paid, on a current basis (but no later than 30 days after the submission of invoices) all attorneys’ fees, costs and expenses that may be incurred by any company indemnified party in enforcing his or her rights with respect to indemnification described above, but subject to the Parent Entities’ or the Surviving Corporation’s receipt of an undertaking by or on behalf of such company indemnified party to repay such amount if it is ultimately determined that such company indemnified party is not entitled to be indemnified.

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about certain compensation for each of our named executive officers that is based on or otherwise relates to the merger. For additional details regarding the terms of the payments described below, see the discussion under “—Interests of Our Directors and Executive Officers in the Merger” above.

The following table sets forth the amount of payments and benefits that may be paid or become payable to each of the named executive officers in connection with the merger pursuant to all applicable compensation plans or agreements, assuming that (1) the assumed price per share of company common stock is $39.12, which is the common stock merger consideration that will be paid by the Parent Entities to our stockholders in connection with the merger, (2) each LTIP unit is settled at the common stock merger consideration (less any applicable conversion price) (i.e., it is assumed that the applicable LTIP units are converted into Partnership Common Units at the closing and the Partnership Common Units are redeemed for cash at the value of Partnership Common Units, which, for purposes of this table is assumed to be the common stock merger consideration) and (3) that the effective time occurred on May 13, 2024, and that each named executive officer incurs a severance-qualifying termination immediately following the effective time. The calculations in the table do not include amounts that named executive officers were vested in as of the date of this proxy statement, other than vested and unexercised stock options and LTIP units, and do not reflect any shares of common stock or Partnership Common Units held by the named executive officers.

We are unaware of any material federal, state or foreign regulatory requirements or approvals that are required for the execution of the merger agreement or the completion of the merger, other than the acceptance for record of the articles of merger with respect to the merger by the State Department of Assessments and Taxation of Maryland.

The following is a summary of the U.S. federal income tax considerations of the merger generally applicable to holders of our common stock whose shares of our common stock are converted into the right to receive cash pursuant to the merger. This discussion applies only to holders who hold shares of our common stock as “capital assets” within the meaning of the Code (generally, property held for investment).

This discussion is based on the Code, its legislative history, final, temporary and proposed U.S. Treasury regulations promulgated thereunder, published positions of the Internal Revenue Service (the “IRS”), court decisions and other applicable authorities, all as in effect on the date hereof, and all of which may in the future be repealed, revoked or modified (possibly with retroactive effect) so as to result in U.S. federal income tax consequences different from those discussed below.

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances, nor does it address any consequences to stockholders subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, S corporations, partnerships or other pass-through entities (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) and partners therein, controlled foreign corporations and passive foreign investment companies, banks and financial institutions, insurance companies, brokers and dealers in securities, currencies or commodities, dealers or traders in securities who elect to apply a mark-to-market method of accounting with respect to our common stock, regulated investment companies, real estate investment trusts, governmental organizations and qualified foreign pension funds, persons who are subject to the alternative minimum tax, certain former citizens or long-term residents of the United States, persons who actually or constructively own or have owned five percent (5%) or more of our common stock, persons who acquire their shares of our common stock pursuant to the exercise of employee stock options or otherwise as compensation or in connection with the performance of services, persons who hold their shares of our common stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment or other risk-reduction transaction for U.S. federal income tax purposes, and persons whose functional currency is not the U.S. dollar. This discussion does not address any U.S. federal estate, gift or other non-income tax consequences or any state, local or non-U.S. tax consequences, or the consequences of the Medicare tax on net investment income.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of our common stock, the tax treatment of a partner in such partnership (or other entity or arrangement) will generally depend upon the status of the partner and the activities of the partnership. Partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes) holding shares of our common stock and partners therein should consult their tax advisors regarding the consequences of the merger in light of their particular circumstances.

This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the discussion set forth in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and U.S. courts could disagree with one or more of the positions taken in this summary.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL THE TAX CONSEQUENCES RELATING TO THE MERGER. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSIDERATIONS RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of our common stock who is, for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of our common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares exchanged pursuant to the merger. A U.S. Holder’s adjusted tax basis will generally equal the U.S. Holder’s acquisition cost less any prior distribution paid to such U.S. Holder with respect to its shares of our common stock treated as a return of capital. Gain or loss will be determined separately for each block of shares of our common stock (that is, shares acquired at the same cost in a single transaction). Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the merger. A reduced tax rate on capital gain will generally apply to long-term capital gain of a non-corporate U.S. Holder. The deductibility of capital losses is subject to limitations.

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of our common stock who is neither a U.S. Holder nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes.

A Non-U.S. Holder will generally not be subject to U.S. federal income tax on any gain realized pursuant to the merger unless:

If shares of our common stock constitute a USRPI under FIRPTA, a Non-U.S. Holder would be subject to U.S. federal income tax on any gain or loss recognized on the receipt of cash in exchange for such shares of common stock in the merger on a net basis at the same graduated individual or corporate rates applicable to U.S. Holders, and such cash consideration may also be subject to U.S. federal withholding tax under FIRPTA at a rate of 15%. Shares of our common stock generally will not constitute a USRPI in the hands of a Non-U.S. Holder, and gain recognized by such Non-U.S. Holder upon receipt of cash in exchange for our shares of common stock pursuant to the merger generally will not be subject to U.S. federal income or U.S. federal withholding tax under FIRPTA, if: (1) we are a domestically controlled REIT, meaning, at all times since we

elected to be subject to tax as a REIT for the taxable year ended December 31, 2020 and until the merger, less than 50% in value of our shares have been held directly or indirectly by non-U.S. persons; or (2) shares of our common stock are “regularly traded” (within the meaning of applicable U.S. Treasury Regulations) on an established securities market at the effective time and the Non-U.S. Holder holds and has held (directly, indirectly, or constructively) 10% or less of the total fair market value of all shares of our common stock at all times during the shorter of (a) the five year period ending with the effective date of the merger and (b) the Non-U.S. Holder’s holding period for the shares. We believe we are, and we expect to be at the effective time, a domestically controlled REIT, but no assurances can be given that we are or will remain a domestically controlled REIT. In addition, we believe that our shares of common stock are, and will be at the effective time, regularly traded on an established securities market (within the meaning of the applicable Treasury Regulations). Non-U.S. Holders who hold, or have held during specified periods, directly, indirectly, or constructively, more than 10% of our outstanding shares of common stock will generally be subject to U.S. federal income taxation under FIRPTA with respect to any gain recognized on the receipt of cash in exchange for their shares of common stock pursuant to the merger, and withholding agents may withhold on such cash consideration.

If gain on the exchange of our common stock were subject to taxation under FIRPTA, a Non-U.S. Holder would be required to file a U.S. federal income tax return and would generally be subject to the same treatment as a U.S. Holder with respect to such gain, subject to applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals. An applicable withholding agent may also be required to withhold 15% of the cash consideration payable for such shares and remit such amount to the IRS.

If the merger is completed, our common stock will no longer be traded on the NYSE and our common stock will be deregistered under the Exchange Act.

As of May 21, 2024, the Company has received four demands from purported stockholders, one of which included a draft complaint. The demands allege that certain disclosures in the preliminary proxy statement filed in connection with the proposed transaction between AIR and Blackstone omitted certain purportedly material information regarding, among other things, the background of the transaction, the Company’s financial projections and Citi’s financial analyses and disclosure. One demand included a draft complaint asserting violations of Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9. The Company believes that the allegations in the demands are without merit.

The following summarizes the material provisions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. The summary of the material terms of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which we incorporate by reference into this proxy statement. We recommend that you read the merger agreement attached to this proxy statement as Annex A carefully and in its entirety, as the rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The merger agreement contains representations and warranties made by, and to, us, the Parent Entities and Merger Sub. These representations and warranties, which are set forth in the copy of the merger agreement attached to this proxy statement as Annex A, were made for the purposes of negotiating and entering into the merger agreement between the parties, or may have been used for the purpose of allocating risk between the parties instead of establishing such matters as facts. In addition, these representations and warranties may be subject to important qualifications and limitations agreed by the parties in connection with negotiating the terms of the merger agreement, were made as of specified dates, and may be subject to standards of materiality different from what may be viewed as material to our stockholders. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of us or our affiliates.

On the closing date, Merger Sub will be merged with and into the Company and the separate existence of Merger Sub will cease. The Company will continue as the Surviving Corporation in the merger and will become a wholly owned subsidiary of the Parent Entities. At the effective time, the Surviving Corporation will possess all of the properties, rights, privileges, powers and franchises of the Company and Merger Sub and all of the obligations, liabilities and duties of the Company and Merger Sub will become the obligations, liabilities and duties of the Surviving Corporation. Following the completion of the merger, our common stock will no longer be traded on the NYSE and will be deregistered under the Exchange Act.

On the closing date, we, the Parent Entities and Merger Sub will cause the merger to be consummated by causing to be filed with, and accepted for record by, the State Department of Assessments and Taxation of the State of Maryland, articles of merger and all other filings or recordings required under the Maryland General Corporation Law in order to consummate the merger. The merger will become effective upon the later of the acceptance for record of the articles of merger by the State Department of Assessments and Taxation of Maryland or such later effective time and date (not to exceed one business day after the articles of merger are accepted for record by the State Department of Assessments and Taxation of Maryland) that is agreed to by us and the Parent Entities and specified in the articles of merger. The consummation of the merger will take place on the date which is three business days after the date on which all conditions to the merger described below in the section entitled “—Conditions to the Merger” have been satisfied or waived (to the extent permitted by applicable law) (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions) unless another time is mutually agreed to by us and the Parent Entities.

At the effective time, unless otherwise jointly determined by the Parent Entities and us prior to the effective time, the name of the Surviving Corporation will be “Apartment Income REIT Corp.”

At the effective time, unless otherwise jointly determined by the Parent Entities and us prior to the effective time, our charter will be immediately amended by the articles of merger and will be the charter of the Surviving Corporation until thereafter amended in accordance with applicable law and the bylaws of Merger Sub, as in

effect immediately prior to the effective time, will be the bylaws of the Surviving Corporation (except that the title thereof will read “Apartment Income REIT Corp. Bylaws”), until thereafter amended in accordance with the provisions thereof and in accordance with applicable law.

From and after the effective time, the officers of the Company immediately prior to the effective time will be the officers of the Surviving Corporation.

From and after the effective time, the directors of Merger Sub immediately prior to the effective time will be the members of the board of directors of the Surviving Corporation.

The merger agreement provides that, at the effective time, each share of common stock, issued and outstanding as of immediately prior to the effective time (other than excluded common stock) will be automatically cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to the common stock merger consideration, without interest, and less any applicable withholding taxes. Excluded common stock will be automatically cancelled and retired without any conversion thereof and will cease to exist with no consideration being paid with respect thereto in connection with, or as a consequence of, the merger. If we declare or pay a dividend on our common stock to maintain our status as a REIT under the Code or to avoid the incurrence of entity-level income or excise taxes under the Code, in each case, as permitted under the merger agreement, the common stock merger consideration will be decreased by an amount equal to the per share amount of such dividend on the common stock so declared or paid by us.

The merger agreement provides that, substantially concurrently with the effective time, the Company will effect the redemption of, or make an irrevocable deposit pursuant to the terms of the preferred stock in respect to the amount required to redeem, all outstanding shares of the preferred stock at a redemption price payable in cash, by or on behalf of the Company, in an amount equal to the preferred stock redemption payment and from and after the effective time, the preferred stock will no longer be outstanding and all rights of the holders thereof will terminate, except for the right to receive the preferred stock redemption payment.

Pursuant to the terms and conditions of the merger agreement, immediately prior to the effective time, each restricted stock award that is outstanding immediately prior to the effective time, whether vested or unvested (except as provided below), will automatically be cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product obtained by multiplying (i) the aggregate number of shares of our common stock subject to the restricted stock award immediately prior to the effective time by (ii) the common stock merger consideration (with any performance goals applicable to such restricted stock award measured at the greater of target level performance and actual performance through the closing date), and in the event that any portion of a restricted stock award does not vest based on performance, the shares of our common stock underlying such portion of the restricted stock award will be cancelled as of the effective time without payment therefor and will have no further force or effect.

At the effective time, each award of options to purchase common stock that is outstanding immediately prior to the effective time, whether vested or unvested, will be automatically cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) determined pursuant to the applicable incentive award plan or the Company ESPP, as applicable, and award agreement and in accordance with the terms and conditions of the merger agreement, which is equal to the product obtained by multiplying (i) the aggregate number of shares of our common stock underlying such option immediately prior to the effective time (with any performance goals applicable to such option measured at the greater of target level performance and actual performance through the closing date), by (ii) fair value as determined in accordance with the Company’s historical policies and practices.

The merger agreement provides that as soon as practicably possible following the date of the merger agreement, we will take all actions with respect to the Company ESPP to (i) shorten any offering period in effect as of the date of the merger agreement by setting a “new purchase date” (within the meaning of the Company ESPP) in respect of such offering period that is no later than the last payroll date occurring at least 10 business days prior to the closing date (after crediting contributions for such payroll date) and on such date cause the exercise of each outstanding option under the Company ESPP and (ii) ensure that as of such date, no offering periods or purchase periods commence and no payroll deductions or other contributions are made or effected with respect to the Company ESPP. The merger agreement also provides that we will take all actions with respect to the Company ESPP to provide that, subject to the consummation of the merger, the Company ESPP will terminate immediately prior to the effective time.

The merger agreement provides that the issued and outstanding Partnership units will be unaffected by the merger and will remain issued and outstanding and will continue to have the rights and privileges set forth in the Partnership LPA, as amended in connection with the merger. At or prior to the effective time, the Partnership LPA will be amended by the General Partner to provide that, following the effective time, (i) the Partnership will pay cash to those holders of Partnership units who elect to redeem their Partnership units in accordance with the terms of the Partnership LPA (and will not exercise its right to pay for such redeemed Partnership units in shares of our common stock), (ii) any Partnership units redeemed on the closing date or within 10 days thereafter will be valued at an amount equal to the common stock merger consideration minus the aggregate amount of all distributions per Partnership Common Unit declared or paid to the holders of Partnership Common Units during the period commencing on the closing date and ending on the date a notice of redemption is received and (iii) any Partnership units redeemed after the 10th day following the closing date will be valued by the General Partner in good faith on the basis of such information as it considers, in its reasonable judgment, as appropriate.

The above description of the expected LPA Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the expected LPA Amendment, which is attached as an exhibit to the merger agreement, which is attached as Annex A.

From and after the effective time, holders of our common stock outstanding immediately prior to the effective time will cease to have any rights with respect to such shares of common stock, except as otherwise provided for in the merger agreement or by applicable law. The common stock merger consideration paid in accordance with the terms of the merger agreement upon the conversion or surrender of the shares of our common stock or stock awards will be deemed to have been paid in full satisfaction of all rights pertaining to such shares of our common stock or stock awards.

At or prior to the effective time, the Parent Entities will deposit, or cause to be deposited, (1) with a paying agent reasonably acceptable to us, cash in an amount sufficient to pay the aggregate common stock merger consideration required to be paid in accordance with the merger agreement (we refer to such cash as the “exchange fund”) and (2) with us, cash in an amount sufficient to pay the aggregate option consideration and restricted stock consideration in accordance with the merger agreement (we refer to such cash as the “company compensatory award fund”). In the event the exchange fund or the company compensatory award fund is insufficient to make the payments in connection with the merger contemplated by the merger agreement, the Parent Entities will promptly deposit or cause to be deposited additional funds with the paying agent or the Surviving Corporation, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable payment. The paying agent will deliver the common stock merger consideration in accordance with the terms of the paying agent agreement. Following the closing, the Parent Entities will cause the Surviving Corporation to pay through payroll to the applicable holders of company options and company restricted stock awards the option consideration and restricted stock consideration, respectively.

As soon as reasonably practicable after the effective time, and in any event not later than within five business days following the effective time, the Parent Entities and the Surviving Corporation will cause the paying agent, in accordance with, and as required by the paying agent’s customary procedures, to send to each record holder of an outstanding share of our common stock as of immediately prior to the effective time (other than the cancelled shares) (1) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title will pass, only upon proper delivery of the common stock certificates (or effective affidavits of loss in lieu thereof as provided in the merger agreement) or common stock book-entry shares, as applicable, to the paying agent) in customary form and with such other provisions, in each case as the Parent Entities and we may (prior to the effective time) reasonably agree, for use in effecting delivery of shares of our common stock outstanding immediately prior to the effective time and entitled to common stock merger consideration pursuant to the merger agreement, to the paying agent, and (2) instructions for use in effecting the surrender of common stock certificates (or effective affidavits of loss in lieu thereof) or common stock book-entry shares, as applicable, in exchange for the common stock merger consideration which will be customary in form and have such other provisions, in each case as the Parent Entities and we may (prior to the effective time) reasonably agree.

Upon the surrender of a common stock certificate (or affidavit of loss in lieu thereof) or common stock book-entry shares, as applicable, for cancellation to the paying agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the paying agent, the holder of such shares of our common stock represented by such common stock certificate as of immediately prior to the effective time, or of such common stock book-entry share immediately prior to the effective time, as applicable, will be entitled to receive in exchange therefor and the Parent Entities and the Surviving Corporation will cause the paying agent to pay in exchange therefor, as promptly as practicable (but in any event within five business days) following the completion of the requirements described in the immediately preceding paragraph, an amount in cash equal to the product (rounded to the nearest cent) obtained by multiplying (i) the number of shares of our common stock represented by such common stock certificate or the number of such common stock book-entry shares by (ii) the common stock merger consideration, in each case pursuant to the provisions of the merger agreement, and the common stock certificates, and common stock book-entry shares surrendered will be cancelled.

Prior to the effective time, the Parent Entities and we will reasonably cooperate to establish procedures with the paying agent and the Depository Trust Company (which we refer to as “DTC”) to endeavor that (i) if the closing occurs at or prior to 2:00 p.m. (Eastern Time) on the closing date, the paying agent will transmit to DTC or its nominees on the closing date an amount in cash in immediately available funds equal to the number of shares of our common stock held of record by DTC or such nominee immediately prior to the effective time multiplied by the common stock merger consideration (we refer to such amount as the “DTC payment”), and (ii) if the closing occurs after 2:00 p.m. (Eastern Time) on the closing date, the paying agent will transmit to DTC or its nominee on the first business day after the closing date an amount in cash in immediately available funds equal to the DTC payment.

If any cash payment is to be made to a person other than the person in whose name the applicable surrendered common stock certificate (which will be properly endorsed or otherwise be in proper form for transfer) or common stock book-entry share (which will be properly transferred) is registered, it will be a condition of such payment that the person requesting such payment will pay, or cause to be paid, any transfer taxes or other taxes required by reason of the making of such cash payment to a person other than the registered holder of the surrendered common stock certificate or common stock book-entry share or will establish to the reasonable satisfaction of the paying agent that such taxes have been paid or are not payable.

After the effective time, there will be no further registration of transfers of shares of company capital stock that were outstanding immediately prior to the effective time. From and after the effective time, the outstanding shares of our common stock that are cancelled pursuant to the merger agreement represented by common stock certificates immediately prior to the effective time, and the common stock book-entry shares outstanding immediately prior to the effective time, will no longer be outstanding and will be cancelled automatically and cease to exist and each holder thereof shall cease to have any rights with respect to such shares of our common stock, except as otherwise provided in the merger agreement or by applicable law. If, after the effective time, common stock certificates or common stock book-entry shares are presented to the paying agent, the Surviving Corporation or the Parent Entities, they will be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in the merger agreement.

Any portion of the exchange fund (including the proceeds of any investments in the exchange fund) that remains unclaimed by the holders after the date which is one year following the effective time will be delivered to the Surviving Corporation upon demand. Any holder of shares of our common stock who has not exchanged his, her or its shares of our common stock prior to that time will be entitled to look only to the Surviving Corporation and only as general creditors thereof for delivery of their applicable pro rata common stock merger consideration in respect of such holder’s shares of our common stock upon compliance with the procedures set forth in this paragraph. Notwithstanding the foregoing, none of the Parent Entities, us or the Surviving Corporation or any other person will be liable to any person, including any holder of shares of our capital stock or stock awards, including for any amounts payable under the merger agreement that are properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any portion of the exchange fund (including the proceeds of any investments in the exchange fund) that remains unclaimed by the holders of shares of our common stock immediately prior to the time at which such amounts would otherwise escheat to, or become the property of, any governmental authority will, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto.

Each of the Parent Entities, Merger Sub, the Surviving Corporation, their respective subsidiaries, the paying agent, each of their respective agents and affiliates, and any other applicable withholding agent will be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to the merger agreement, including consideration payable to any holder or former holder of company stock awards, such amounts as it is required to deduct and withhold with respect to the making of such payment pursuant to the Code or under any provision of tax law. To the extent that amounts are so deducted or withheld and timely paid over to the appropriate governmental authority, such amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of whom such amounts would otherwise have been paid.

We have made customary representations and warranties in the merger agreement that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement or in the disclosure schedules delivered in connection therewith. These representations and warranties relate to, among other things:

Many of our representations and warranties are qualified by the concept of a “material adverse effect.” Under the merger agreement, a “material adverse effect” means, with respect to the acquired companies, any effect, change, development, circumstance, occurrence or event (each, an “effect”) that, individually or in the aggregate, (1) has resulted or would reasonably be expected to result in a material adverse effect on the business, assets, results of operations or financial condition of the acquired companies, taken as a whole, or (2) would prevent or materially impair our ability to consummate the merger prior to the end date; provided, however, that for purposes of clause (1), the effects, to the extent which, directly or indirectly, relate to or result from the following, will be excluded from the determination of whether there has been or will be a “material adverse effect”:

In the case of each of the effects set forth in the first, second, third and fourth bullets above, any such effect may be taken into account to the extent (and only to the extent) such effect has a disproportionate adverse effect on the acquired companies, taken as a whole, relative to other participants operating in the United States in the industries and geographic markets in which the acquired companies operate, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether there has occurred a material adverse effect.

The merger agreement also contains customary representations and warranties made, jointly and severally, by the Parent Entities and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

The representations and warranties of each of the parties to the merger agreement will expire upon the closing of the merger.

Under the merger agreement, we have agreed that, subject to certain exceptions in the merger agreement and the disclosure schedules delivered in connection therewith, between the date of the merger agreement and the earlier of the effective time and the termination of the merger agreement in accordance with its terms (which period we refer to as the “interim period”), we will, and will cause our subsidiaries to:

We have also agreed that, subject to certain exceptions in the merger agreement and the disclosure schedules delivered in connection therewith, during the interim period, without the prior written consent of the Parent Entities (which consent may not be unreasonably withheld, conditioned or delayed), we will not, and will not permit any of the other acquired companies or any minority equity joint venture over which we or any of our subsidiaries exercises control to, among other things:

Under the merger agreement, we are required to use commercially reasonable efforts, as promptly as reasonably practicable, in accordance with our governing documents, to (1) establish a record date for and give notice of a meeting of the holders of our common stock, for the purpose of voting upon the approval of the merger and (2) as promptly as reasonably practicable after the date of the merger agreement (and in no event more than 10 business days after the date on which the SEC confirms that it has no further comments on this proxy statement (we refer to such date as the “SEC clearance date”)) duly call, convene and hold the special meeting.

Notwithstanding anything to the contrary in the merger agreement, we will not be required to convene and hold the special meeting at any time prior to the 20th business day following the SEC clearance date; provided, additionally, that we may postpone, recess or adjourn the special meeting: (i) with the consent of the Parent Entities, (ii) for the absence of a quorum, (iii) to solicit additional proxies for the purpose of obtaining the required company stockholder approval (unless our board has effected an adverse recommendation change in accordance with the provisions described below under the sections entitled “—No Solicitation of Acquisition Proposals” and “—Obligation of Our Board of Directors with Respect to Its Recommendation”), or (iv) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which our board has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable law or the failure of which to provide would reasonably be expected to be inconsistent with the directors’ duties under applicable law and for such supplemental or amended disclosure to be disseminated to and reviewed by the holders of our common stock prior to the special meeting to ensure the holders of our common stock have a reasonable period of time to make a reasonably informed vote; provided, however, that the Parent Entities must be consulted in advance regarding any postponement, recess or adjournment in the case of clauses (ii)-(iv) above and, without the prior written consent of the Parent Entities, in the case of clauses (ii) and (iii), the special meeting must not be postponed or adjourned to a date that is (a) more than 30 days after the date for which the special meeting was originally scheduled (excluding any adjournments or postponements required by applicable law) or (b) more than 90 days from the record date for the special meeting.

Unless our board has effected an adverse recommendation change in accordance with the provisions describe in the sections entitled “—No Solicitation of Acquisition Proposals” and “—Obligation of Our Board of Directors with Respect to Its Recommendation,” we are required to use commercially reasonable efforts to solicit proxies in favor of the approval of the merger and provide and include the recommendation of our board to holders of our common stock that they vote in favor of the merger in this proxy statement. We will cooperate with and keep the Parent Entities reasonably informed on a reasonably current basis regarding our solicitation efforts and voting results following the dissemination of the proxy statement to our stockholders. The Parent Entities and Merger Sub will vote all shares of our common stock held by them (if any) in favor of the approval of the merger.

Without the prior written consent of the Parent Entities, (1) the approval of the merger will be the only matter (other than matters of procedure and matters required by applicable law to be voted on by our stockholders in connection with the merger agreement or the approval of the merger) that we will propose to be acted on by our stockholders at the special meeting and (2) we will not submit to the vote of our stockholders any acquisition proposal (other than the merger agreement).

Notwithstanding anything to the contrary in the merger agreement, we are not required to hold the special meeting if the merger agreement is terminated. Unless the merger agreement is terminated in accordance with its terms, our obligations with respect to calling, giving notice of, convening and holding the special meeting and mailing the proxy statement (and any amendment or supplement thereto that may be required by law) to our stockholders will not be affected by an adverse recommendation change.

For purposes of the merger agreement, “acquisition proposal” means any proposal or offer from a third party, whether in one transaction or a series of related transactions, relating to any:

Subject to the terms and conditions of the merger agreement, the parties to the merger agreement will use their respective reasonable best efforts to:

The merger agreement provides that we and the Parent Entities will furnish to each other all information required for any application or other filing under the rules and regulations of any applicable law in connection with the transactions contemplated by the merger agreement.

The merger agreement further provides that, without limiting the generality of anything described in this section, each party to the merger agreement will:

Each party to the merger agreement will consult and cooperate with the other parties to the merger agreement and will consider in good faith the views of the other parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the transactions contemplated by the merger agreement. Any information or materials provided to the other parties pursuant to this section entitled “—Governmental Consents and Filings” may be provided on an “outside counsel only” basis, if appropriate, and that information or materials may also be redacted as necessary to (1) remove references concerning the valuation of the Company and the Partnership or other competitively sensitive materials, (2) comply with contractual arrangements and obligations or (3) address reasonable attorney-client or other privilege or confidentiality concerns.

Notwithstanding anything to the contrary in the merger agreement, in connection with obtaining any approval or consent related to any applicable law:

Provided, however, that (i) none of the Company, the Surviving Corporation, the Parent Entities or any of their respective affiliates will be required to take any of the actions set forth in the second bullet above unless the

effectiveness of such action is conditioned upon the closing and (ii) in no event will the Company, the Surviving Corporation or any of their respective affiliates propose to any governmental authority, negotiate, effect or agree to any action contemplated by the first or second bullet above without the prior written consent of the Parent Entities. The entry by any governmental authority in any proceeding of a governmental order permitting the consummation of the transactions contemplated by the merger agreement but requiring any assets or lines of business to be sold, licensed or otherwise disposed or held separate thereafter (including the business and assets of the acquired companies) will not in and of itself be deemed a failure to satisfy any condition described in the section entitled “—Conditions to the Merger”.

Notwithstanding anything to the contrary in the merger agreement, nothing in the merger agreement, will require the Parent Entities or any affiliates of the Parent Entities (including Blackstone) to agree or otherwise be required to take any action, including any action, including selling, divesting, disposing of, licensing, holding separate, giving any undertaking or any other action that limits in any respect its freedom of action with respect to, or ability to retain, develop or acquire, any assets, business or portion of any business, products, rights, services, licenses, of the Parent Entities or any affiliates of the Parent Entities (including Blackstone, any current or future investment funds or investment vehicles affiliated with, or managed or advised by, Blackstone or its affiliates, or any portfolio company (as such term is commonly understood in the private equity industry) or investment of Blackstone or of any such investment fund or investment vehicle), or any interest therein (in each case other than with respect to the Parent Entities and Merger Sub and their subsidiaries (including, following the closing, the Surviving Corporation and its subsidiaries)).

The parties to the merger agreement will use their respective commercially reasonable efforts to obtain from any person (other than a governmental authority, which is subject to the provisions described above in this section entitled “—Governmental Consents and Filings”) any consents, waivers, approvals or authorizations required or advisable to be obtained by the parties to the merger agreement, or any of their respective subsidiaries relating to any contract or any company license in connection with the authorization, execution and delivery of the merger agreement and the consummation of the transactions contemplated by the merger agreement. Notwithstanding anything to the contrary in the merger agreement, in connection with obtaining any consents in connection with the transactions contemplated by the merger agreement from any person (i) without the prior written consent of the Parent Entities, none of the acquired companies will pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such person, (ii) none of the Parent Entities or Merger Sub or any of their affiliates will be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligations and (iii) none of the Company, the Partnership or any of their respective affiliates will be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligations, except in each case of this clause (iii) if the payment, commitment or obligations is conditioned upon the closing.

Prior to the effective time, we will provide the Parent Entities with prompt notice of any stockholder litigation, unitholder litigation or other proceeding relating to or arising from the merger agreement or the merger that is brought against the Company, the members of our board or the General Partner or other subsidiaries of the Company (we refer to such proceedings as “transaction litigation”) and will keep the Parent Entities reasonably informed with respect to the status thereof. Without limiting the preceding sentence, we will give the Parent Entities (A) the opportunity to review and comment on all material filings or responses to be made by us in connection with any transaction litigation, and we will consider any such comments in good faith, and (B) the opportunity to participate in (at its sole cost and expense) but not control, and consult on, any defense, negotiations, settlement, understanding or other agreement with respect to any transaction litigation and we will not, and will not permit any of our subsidiaries or our or their representatives to, compromise or settle any such transaction litigation unless the Parent Entities have consented thereto (which consent will not be unreasonably withheld, conditioned or delayed).

We will give prompt notice to the Parent Entities and Merger Sub, and the Parent Entities and Merger Sub will give prompt notice to us:

Notwithstanding anything to the contrary in the merger agreement, the failure by us, the Parent Entities, Merger Sub or our or their respective representatives to provide such prompt notice under the third and fourth bullets above will not constitute a breach of covenant for purposes of the sixth bullet in the section entitled “—Conditions to the Merger,” the 12th bullet in the section entitled “—Conditions to the Merger,” the first bullet in the section entitled “—Termination of the Merger Agreement—Termination by the Parent Entities,” or the first bullet in the section entitled “—Termination of the Merger Agreement—Termination by the Company.”

From and after the date of the merger agreement until the earlier of the closing or the date on which the merger agreement is terminated in accordance with its terms, we have agreed that, except as permitted by certain exceptions described below, we will not, and will cause each of our subsidiaries and our and their directors and officers not to, and will instruct our and our subsidiaries’ other representatives not to, directly or indirectly:

We have further agreed that immediately following the execution of the merger agreement, we will, and will cause each of our subsidiaries and our and their directors and officers to, and will instruct our and our subsidiaries’ other representatives to, cease and cause to be terminated any existing solicitation, discussion or negotiation with any third party with respect to any inquiry or acquisition proposal, terminate all physical and

electronic data room access granted to any person or its representatives (other than the Parent Entities, Merger Sub, their respective affiliates and their respective representatives) and request that each third party that has previously executed a confidentiality agreement in the last 12 months prior to the date of the merger agreement and relating to an inquiry or acquisition proposal to promptly return to us or destroy all non-public information previously furnished or made available to such third party or any of its representatives by or on behalf of us or our representatives in accordance with the terms of such confidentiality agreement.

Subject to compliance with the other provisions described in this section “—No Solicitation of Acquisition Proposals” and in the section entitled “—Obligation of Our Board of Directors with Respect to Its Recommendation,” at any time prior to the earlier of obtaining the stockholder approval and the termination of the merger agreement in accordance with its terms, if (1) we or any of our subsidiaries has received a bona fide written acquisition proposal from a third party (that did not result from a breach of our obligations described under this section “—No Solicitation of Acquisition Proposals” and in the section entitled “—Obligation of Our Board of Directors with Respect to Its Recommendation”) and (2) our board determines in good faith, after consultation with its financial and outside legal advisors, that such acquisition proposal constitutes, or could reasonably be expected to lead to, a superior proposal (as described below), then we and our representatives may:

However, we must promptly (and in any event within 48 hours) notify the Parent Entities after we or our representatives commence either of the aforementioned actions, and we will make available to the Parent Entities any non-public information concerning us or our subsidiaries made available to any third party, to the extent not previously made available to the Parent Entities, as promptly as reasonably practicable after it is made available to such third party (and in any event within 48 hours following such information being made available to such third party).

If we or any of our representatives receive an acquisition proposal or inquiry that would reasonably be expected to lead to an acquisition proposal, we will:

None of the acquired companies will, after the date of the merger agreement, enter into any confidentiality or similar agreement with any person that would prohibit any acquired company from providing any information required to be provided to the Parent Entities in accordance with the merger agreement.

For purposes of the merger agreement, “inquiry” means any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an acquisition proposal.

For purposes of the merger agreement, “superior proposal” means a written acquisition proposal (except for purposes of this definition, the references in the definition of “acquisition proposal” to “15%” will be replaced by “50%”) made by a third party or group which our board determines in good faith, after consultation with its financial and outside legal advisors, taking into account (a) all of the terms and conditions of the acquisition proposal and the merger agreement (as it may be proposed to be amended by the Parent Entities) and (b) the feasibility and certainty of consummation of such acquisition proposal on the terms proposed (taking into account all legal, financial, financing, regulatory approvals, conditionality, breakup fee provisions and other aspects of such acquisition proposal and conditions to consummation thereof that our board considers to be appropriate) (i) if consummated, would result in a transaction that is more favorable, from a financial point of view, to the holders of our common stock (solely in their capacity as such) than the transactions (after taking into account any changes to the terms of the merger agreement made or proposed by the Parent Entities to us in writing in response to such acquisition proposal as described in the section entitled “—Obligation of Our Board of Directors with Respect to Its Recommendation”) and (ii) is reasonably likely to be consummated.

In addition, the merger agreement provides that we may not, nor may we permit any of our subsidiaries to, release any person from, or waive, amend or modify any provision of, or grant permission under, any standstill or confidentiality provision with respect to an acquisition proposal or inquiry that would reasonably be expected to lead to an acquisition proposal or similar matter in any contract to which we or any of our subsidiaries is a party; provided that, if our board determines in good faith (after consultation with its financial and outside legal advisors) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ duties under applicable law, we may (i) grant a limited waiver of any standstill provision solely to the extent necessary to permit any person to make a non-public acquisition proposal to our board and, to the extent permitted by the merger agreement, thereafter negotiate and enter into any transaction in connection therewith, and (ii) grant a waiver of or terminate, and/or not enforce any anti-clubbing, restrictions on engaging representatives or working with potential financing sources or similar provision of any confidentiality agreement with a third party.

The merger agreement also provides that neither we nor our board (or any committee thereof) will take any action on or after the date of the merger agreement to exempt any person (other than the Parent Entities, Merger Sub or their respective affiliates) from or render inapplicable the “Aggregate Stock Ownership Limit,” “Common Stock Ownership Limit” or “Look-Through Ownership Limit” (each as defined in our charter) (including by establishing or increasing an excepted holder limit under our charter), or any takeover statute, in each case, unless such actions are taken concurrently with the termination of the merger agreement in accordance with the provisions described in the section entitled “—Termination of the Merger Agreement—Termination by the Company.”

Except in the circumstances and pursuant to the procedures described below, neither our board nor any committee thereof will:

We refer to any action in the first four bullets above as an “adverse recommendation change.”

Prior to obtaining the required company stockholder approval, if we have received an unsolicited written bona fide acquisition proposal after the date of the merger agreement that did not result from a breach of our obligations under the section entitled “—No Solicitation of Acquisition Proposals” or under this section “—Obligation of Our Board of Directors with Respect to Its Recommendation,” our board will be permitted to (A) cause us to, and we will be permitted to, terminate the merger agreement in accordance with its terms to concurrently enter into a definitive alternative acquisition agreement providing for the implementation of such acquisition proposal and/or (B) make any adverse recommendation change, if and only if:

Prior to obtaining the required company stockholder approval, if an intervening event has occurred, our board will be permitted to make an adverse recommendation change if and only if:

For purposes of the merger agreement, “intervening event” means any effect occurring or arising after the date of the merger agreement that, individually or in the aggregate, is material to us and our subsidiaries taken as a whole, and (i) was not actually known (or, if known, the magnitude or consequences of which is not known) to, or reasonably expected by, our board as of the date of the merger agreement, which effect (or the magnitude or consequences of which) first becomes known to, or reasonably expected by, our board prior to approval of the merger by the required company stockholder approval and (ii) does not relate to (and none of the following will be considered in determining whether there has been an intervening event): (a) any inquiry or acquisition proposal (including the receipt, existence or terms thereof) or (b) any changes in the market price or trading volume of our common stock, any failure by us or our subsidiaries to meet internal or published or analysts’ estimates or financial projections, budgets or forecasts of revenues, earnings or other financial or operating metrics for any period, any changes in credit ratings and any changes in any analysts’ recommendations or ratings with respect to us or any of our subsidiaries (provided that the effects giving rise to or contributing to such changes or failure may be taken into account in determining whether there has been an intervening event).

Nothing contained in the merger agreement prohibits us, our board or our representatives from:

Provided, however, that our board (or any committee thereof) will not make any adverse recommendation change, except in accordance with the terms of the merger agreement.

From and after the effective time and for a period ending 12 months following the effective time, or if earlier, the last day of service of any employee of ours or of our subsidiaries who continues employment with the Parent Entities, the Surviving Corporation or any of their subsidiaries (a “continuing employee”) the Parent Entities will provide, or cause its subsidiaries, including the Surviving Corporation, to provide, to each continuing employee with (i) base salary, base fee or wage rate or annual draw, as applicable, and annual target cash bonus or other short-term cash-based incentive opportunity, in each case, that is not less than the base salary, base fee or wage rate or annual draw, as applicable, and annual target cash bonus or other short-term cash-based incentive opportunity, respectively, provided to such continuing employee immediately prior to the effective time, (ii) solely for the period ending on December 31, 2024, equity, equity-based or other long-term incentive opportunities that are at least as favorable in the aggregate as the aggregate equity, equity-based and other long-term incentive opportunities that otherwise would have been available, on a basis for such period, to such continuing employee during such period in the ordinary course of business consistent with past practice; provided that such award will be in the form of restricted cash subject to the same time-based vesting schedule as applied to such continuing employee’s most recent time-based equity, equity-based or long-term incentive awards, as applicable, granted prior to the effective time, (iii) severance pay and benefits that are no less favorable than the severance pay and benefits for which the continuing employee would have been eligible immediately prior to the effective time as set forth in the merger agreement, and (iv) other benefits (other than nonqualified deferred compensation, change-in-control and retention arrangements, post-retirement health and welfare, and defined benefit pension plans) that, taken as a whole, are at least as favorable in the aggregate as the benefits provided to such continuing employee immediately prior to the effective time.

With respect to benefit plans maintained by the Parent Entities or any of the Parent Entities’ subsidiaries, including the Surviving Corporation (solely for purposes of eligibility to participate, determination of level of benefits, vesting and including for determination of level of benefits for vacation and paid time-off entitlement and severance benefits), each continuing employee’s service with any acquired company, as reflected in our records, will be treated as service with the Parent Entities or any of the Parent Entities’ subsidiaries, including the Surviving Corporation; provided, however, that such service need not be recognized for purposes of benefit accrual under any defined benefit pension plan or to the extent that such recognition would result in any duplication of benefits.

the Parent Entities will, or will cause the Parent Entities’ subsidiaries (including the Surviving Corporation) to, waive, or cause to be waived, any pre-existing condition limitations, exclusions, evidence of insurability, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by the Parent Entities or any of the Parent Entities subsidiaries in which continuing employees (and their eligible dependents) become eligible to participate following the effective time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under our comparable benefit plan. The Parent Entities will, or will cause the Parent Entities’ subsidiaries, including the Surviving Corporation, to recognize and credit, or cause to be recognized and credited, the dollar amount of all co-payments, deductibles and similar expenses incurred by each continuing employee (and his or her eligible dependents) during the calendar year in which the effective time occurs (or such later calendar year in which continuing employees first become eligible to participate in any welfare benefit plans of the Parent Entities or the Parent Entities’ subsidiaries) for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which such continuing employee (and dependents) become eligible to participate following the effective time.

The consummation of the merger is not conditioned upon the Parent Entities’ receipt of financing. Prior to the closing, we will use our commercially reasonable efforts to provide, and will cause each of our subsidiaries to use its commercially reasonable efforts to provide, in each case at the Parent Entities’ sole cost and expense, such customary cooperation in connection with the offering, arrangement, syndication, consummation or issuance of any debt, equity or equity-linked financing deemed necessary or appropriate by the Parent Entities, including, among other things, any debt or equity financing to be incurred or contemplated to be incurred in connection with the transactions contemplated by the merger agreement, the acquired companies and our real properties effective as of or after the closing, as reasonably requested in writing by the Parent Entities (collectively, the “debt financing”) (provided that such requested cooperation does not unreasonably interfere with our or our

subsidiaries’ business operations), including using commercially reasonable efforts to do the following as promptly as reasonably practicable after the Parent Entities’ written request, each of which with reasonable prior notice and at the Parent Entities’ sole cost and expense:

However, our obligations under the preceding bullets are qualified by the following:

We will not be in breach of the merger agreement for the failure to (A) deliver any financial or other information that is not currently readily available to the acquired companies or is not prepared in the ordinary course of business of the acquired companies at the time requested by the Parent Entities or (B) obtain review of any financial or other information by our accountants after using commercially reasonable efforts to obtain the same. The parties to the merger agreement agreed and acknowledged that the obligations set forth in this section “—Financing Cooperation” represent the acquired companies’ and their respective affiliates’ sole obligation with respect to cooperation in connection with the debt financing.

We will not be required to agree to any contractual obligation relating to the debt financing that is not conditioned upon the closing and that does not terminate without liability to us and our affiliates upon the

termination of the merger agreement that is not reimbursed or indemnified by the Parent Entities. We will not be required to deliver or cause the delivery of any legal opinions, 10b-5 letters, authorization and representation letters or solvency certificates in connection with the debt financing. In addition, the parties to the merger agreement agree that any information with respect to the prospects and plans for the acquired companies in connection with the debt financing will be the sole responsibility of the Parent Entities, and neither the acquired companies nor any of their affiliates, directors, managers, officers, general or limited partners, employees, counsel, financial advisors, auditors, agents and other authorized representatives, will have any liability or incur any damages with respect thereto or be required to provide any information or make any presentations with respect to capital structure, or the incurrence of the debt financing or other pro forma information relating thereto or the manner in which the Parent Entities intend to operate, or cause to be operated, the acquired companies after the closing.

The Parent Entities have agreed that they will indemnify and hold harmless us, our subsidiaries and each of our representatives and each of our respective present and former directors, officers, employees and agents (collectively, the “financing indemnified parties”) from and against any and all out-of-pocket costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities, penalties, interest, awards or amounts paid in settlement that are suffered or incurred in connection with the debt financing or any information, assistance or activities provided in connection with the debt financing (other than the information provided in writing by us or our subsidiaries to the Parent Entities specifically in connection with our obligations pursuant this section entitled “—Financing Cooperation”).

The Parent Entities and Merger Sub have agreed that they and their affiliates will not, without our prior written consent, enter into any agreement, arrangement or any other understanding, whether written or oral, with any potential source of debt financing that would reasonably be expected to limit, restrict, restrain, otherwise impair in any manner, directly or indirectly, the ability of such source of debt financing to provide debt financing or other assistance to any other party in any other transaction involving us or our subsidiaries (provided that this will not prohibit the establishment of customary “tree” arrangements).

At our request, the Parent Entities will keep us reasonably informed in reasonable detail of the status of their efforts to arrange the debt financing.

Promptly upon the request of the Parent Entities, we will or will cause our subsidiaries to deliver to each of the lenders or any agent or trustee acting on their behalf (each, an “existing lender”) under certain indebtedness identified by the Parent Entities (the “assumed indebtedness”), a notice prepared by the Parent Entities, in form and substance reasonably approved by us, requesting that such existing lender deliver to the Parent Entities and the applicable acquired company a written statement or documents (the “assumption documents”) (1) confirming (A) the aggregate principal amount of the indebtedness outstanding under such assumed indebtedness, (B) the date to which interest and principal has been paid in respect of such assumed indebtedness, and (C) the amount of any escrows being held by such existing lender in respect of such assumed indebtedness; and (2) consenting to the assumption of the existing indebtedness, the replacement of any guaranty and the consummation of the transactions contemplated by the merger agreement, and to the modifications of the terms of such assumed indebtedness that the Parent Entities may reasonably request after the date hereof; provided that we will be informed of any such request or modification.

The Parent Entities will pay all fees and expenses payable in connection with the assumption documents, including premiums for any endorsements to or re-date of the title insurance policy previously issued to the existing lenders, servicing fees, rating agency fees, assignment and assumption fees, attorneys’ fees and disbursements and processing fees required to be paid to the existing lenders as a condition to issuance of the assumption documents. None of us or our subsidiaries will be obligated to pay any commitment or similar fee or incur any other expense, liability or obligation in connection with this section entitled “—Assumed Indebtedness” before the closing, and the Parent Entities will indemnify and hold harmless us and our subsidiaries for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any acquired company in connection with their actions and cooperation pursuant to this section entitled “—Assumed Indebtedness.”

In addition, the merger agreement requires that we and our subsidiaries use commercially reasonable efforts to provide such cooperation and assistance as the Parent Entities may reasonably request to (1) convert or cause the conversion of one or more of our wholly owned subsidiaries that are organized as corporations into limited partnerships or limited liability companies and one or more of our wholly owned subsidiaries that are organized as limited partnerships or limited liability companies into limited liability companies, limited partnerships or corporations, on the basis of organizational documents as reasonably requested by the Parent Entities, (2) sell, transfer or distribute or cause to be sold, transferred or distributed (by merger or otherwise) stock, partnership interests, limited liability company interests or other equity interests owned, directly or indirectly, by us in one or more of our wholly owned subsidiaries (including to us or any other of our wholly owned subsidiaries) at a price and on such other terms as designated by the Parent Entities, (3) exercise any of our or our wholly owned subsidiary’s right to terminate or cause to be terminated any contract to which we or one of our wholly owned subsidiaries is a party and (4) sell, transfer or distribute, or cause to be sold, transferred or distributed, any of our or our wholly owned subsidiaries’ assets (including to us or any of our other wholly owned subsidiaries) at a price and on such other terms as designated by the Parent Entities.

These rights of the Parent Entities are limited, however, in that (1) we and any of our subsidiaries will not be required to take any action that contravenes any of our or our subsidiaries’ organizational documents, any of our material contracts, or applicable law, (2) any such conversions, exercises of any rights of termination or other terminations, sales or transactions must be contingent upon all of the conditions to the merger having been satisfied (or waived) and our receipt of a written notice from the Parent Entities stating that the Parent Entities and Merger Sub are prepared to proceed immediately with the closing and irrevocably waiving any right to claim that the conditions to their obligations to consummate the merger have not been satisfied (other than delivery by us at the closing of the required certificate and the opinion of counsel described in the section entitled “—Conditions to the Merger”), together with any other evidence reasonably requested by us that the closing will occur, (3) such actions (or the inability to complete them) will not affect or modify in any respect the obligations of the Parent Entities and Merger Sub under the merger agreement, including the amount of or timing of payment of the common stock merger consideration or the obligation to complete the merger in accordance with the terms of the merger agreement, (4) we and our subsidiaries will not be required to take any such action that could adversely affect our classification, or the classification of any of our subsidiaries, as a REIT or could subject us or any subsidiary REIT to any “prohibited transactions” taxes or certain other material taxes under the Code (or other material entity-level taxes), (5) we and our subsidiaries will not be required to take any such action that could result in any tax being imposed on, or any material adverse tax consequences to any of our stockholders or other equity interest holders (in such person’s capacity as a stockholder or other equity interest holder), that are incrementally greater or more adverse, as the case may be, than the taxes or other material adverse tax consequences that would be imposed on such party in connection with the consummation of the merger agreement in the absence of such action taken, and (6) we and our subsidiaries will not be required to provide any material non-public information to a third party other than the Parent Entities and their affiliates or their respective representatives. The Parent Entities will, promptly upon request by us, reimburse us for all reasonable out-of-pocket costs incurred by us or any of our subsidiaries in performing these obligations, and the Parent Entities will indemnify us and any of our subsidiaries for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by us or any of our subsidiaries arising out of such obligations (and in the event the merger and the other transactions contemplated by the merger agreement are not consummated, the Parent Entities will promptly reimburse us for any reasonable out-of-pocket costs incurred by us or any of our subsidiaries not previously reimbursed).

The merger agreement contains certain other covenants of the parties to the merger agreement relating to, among other things:

The respective obligations of each party to the merger agreement to consummate the merger are subject to the satisfaction (or, to the extent permitted by law, written waiver by all parties to the merger agreement) at or prior to the closing of each of the following conditions:

The obligations of the Parent Entities and Merger Sub to consummate the merger are further subject to the satisfaction (or, to the extent permitted by law, written waiver by the Parent Entities), at or prior to the closing, of the following further conditions:

Our obligations to consummate the merger are further subject to the satisfaction (or, to the extent permitted by law, written waiver by us), at or prior to the closing, of the following further conditions:

We and the Parent Entities may mutually agree to terminate the merger agreement and abandon the merger and the other transactions contemplated by the merger agreement at any time prior to the effective time, even after we have obtained the required company stockholder approval.

In addition, we, on the one hand, or the Parent Entities, on the other hand, may terminate the merger agreement upon notice to the other party at any time prior to the effective time (with respect to the first two bullets below, even after we have obtained the required company stockholder approval), if:

We may also terminate the merger agreement by written notice to the Parent Entities at any time prior to the effective time, even after we have obtained the stockholder approval (except as otherwise specified below), if:

The Parent Entities may also terminate the merger agreement by written notice to us at any time prior to the effective time, even after we have obtained the required company stockholder approval (except as otherwise specified below), if:

We have agreed to pay the Parent Entities the company termination fee of $183 million, if:

However, the company termination fee will equal $92 million if the merger agreement is terminated by us pursuant to the provision described in the second bullet in the section entitled “—Termination of the Merger Agreement—Termination by the Company” on or prior to May 27, 2024 to enter into a definitive agreement with an excluded party (as described in the following paragraph) providing for the implementation of a superior proposal.

An “excluded party” is any person or group of persons from whom we or any of our representatives has received a written bona fide acquisition proposal after the execution of the merger agreement and prior to 11:59 p.m. (Eastern Time) on May 12, 2024, which written acquisition proposal our board has determined in good faith prior to 11:59 p.m. (Eastern Time) on May 12, 2024 (after consultation with its outside counsel and its financial advisor) constitutes or could reasonably be expected to lead to a superior proposal (which we refer to as a “qualified proposal”).

However, any such person or group of persons will cease to be an excluded party upon the earliest to occur of the following:

The Parent Entities have agreed to pay to us the parent termination fee of $550 million if we validly terminate the merger agreement pursuant to the provisions described in the first bullet or third bullet in the section entitled “—Termination of the Merger Agreement—Termination by the Company.”

On April 7, 2024, in connection with the execution of the merger agreement, the Sponsor delivered to the Parent Entities an executed guarantee in our favor to guarantee, subject to the terms and limitations contained therein, the Parent Entities’ payment obligations with respect to the parent termination fee and certain expenses, reimbursement and indemnification obligations of the Parent Entities under the merger agreement as set forth in the limited guarantee.

The maximum aggregate liability of the Sponsor under the limited guarantee will not exceed $550 million, plus the reasonable, documented out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred by us in connection with any litigation or other proceeding brought by us to enforce our rights under the limited guarantee if we prevail in such litigation or proceeding, together with interest at the “prime rate” as published in The Wall Street Journal plus 2% per annum.

We cannot seek specific performance to require the Parent Entities or Merger Sub to consummate the merger and, except with respect to enforcing confidentiality provisions, our sole and exclusive remedy against the Parent Entities and Merger Sub relating to any breach of the merger agreement or otherwise will be the right to receive the parent termination fee and certain expense reimbursements and other costs under the conditions described above in the section entitled “—Termination Fees—Parent Termination Fee” and this section entitled “—Limited Guarantee and Remedies.” The Parent Entities and Merger Sub may, however, seek specific performance to require us to consummate the merger.

Any provision of the merger agreement may be amended or waived prior to the effective time if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to the merger agreement or, in the case of a waiver, by each party against whom the waiver is to be effective; provided, however, that no amendment or waiver may be made subsequent to receipt of the required company stockholder approval which requires further approval of our stockholders pursuant to the Maryland General Corporation Law without such further stockholder approval.