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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
Form 10-Q
(Mark One)
| | | | | |
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2026
OR
| | | | | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 0-24497
APARTMENT INCOME REIT, L.P.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Delaware | | 84-1275621 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
345 Park Avenue | | |
New York, New York | | 10154 |
| (Address of principal executive offices) | | (Zip Code) |
(212) 583-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
Not Applicable | | Not Applicable | | Not Applicable |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | o | Accelerated filer | o | Non-accelerated filer | x | Smaller reporting company | o |
| | | | | | Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of August 5, 2026, the registrant had 1,489 holders of record of common OP Units outstanding.
APARTMENT INCOME REIT, L.P.
TABLE OF CONTENTS
FORM 10-Q
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
APARTMENT INCOME REIT, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| ASSETS | | | |
| Buildings and improvements | $ | 5,863,778 | | | $ | 6,126,780 | |
| Land | 1,123,987 | | | 1,179,653 | |
| Total real estate | 6,987,765 | | | 7,306,433 | |
| Accumulated depreciation | (2,554,236) | | | (2,499,663) | |
| Net real estate | 4,433,529 | | | 4,806,770 | |
| Cash and cash equivalents | 216,058 | | | 346,310 | |
| Restricted cash | 27,008 | | | 26,062 | |
| Investment in unconsolidated real estate partnerships | 305,570 | | | 314,297 | |
| Goodwill | 26,151 | | | 32,286 | |
| Other assets, net | 262,291 | | | 230,376 | |
| Assets held for sale | 185,937 | | | — | |
| Total assets | $ | 5,456,544 | | | $ | 5,756,101 | |
| | | |
LIABILITIES AND PARTNERS’ DEFICIT | | | |
| Non-recourse property debt, net | $ | 5,671,953 | | | $ | 5,717,500 | |
| Accrued liabilities and other | 293,368 | | | 291,577 | |
| Total liabilities | 5,965,321 | | | 6,009,077 | |
| | | |
Commitments and contingencies (Note 7) | | | |
| | | |
| Redeemable preferred units | 56,409 | | | 56,456 | |
| | | |
Partners’ deficit: | | | |
| General Partner and Special Limited Partner | (538,841) | | | (295,007) | |
| Limited Partners | 107,269 | | | 118,505 | |
| Partners’ capital attributable to the AIR Operating Partnership | (431,572) | | | (176,502) | |
| Noncontrolling interests in consolidated real estate partnerships | (133,614) | | | (132,930) | |
Total partners’ deficit | (565,186) | | | (309,432) | |
Total liabilities, redeemable preferred units, and partners’ deficit | $ | 5,456,544 | | | $ | 5,756,101 | |
See notes to the condensed consolidated financial statements.
APARTMENT INCOME REIT, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| REVENUES | | | | | | | |
| Rental and other property revenues | $ | 187,918 | | | $ | 195,402 | | | $ | 377,178 | | | $ | 394,329 | |
| Other revenues | 6,013 | | | 5,075 | | | 10,435 | | | 9,620 | |
| Total revenues | 193,931 | | | 200,477 | | | 387,613 | | | 403,949 | |
| | | | | | | |
| EXPENSES | | | | | | | |
| Property operating expenses | 61,338 | | | 62,068 | | | 122,742 | | | 122,430 | |
| Property management expenses | 9,399 | | | 8,046 | | | 18,421 | | | 18,238 | |
| Depreciation and amortization | 75,968 | | | 77,190 | | | 151,770 | | | 155,795 | |
| General and administrative expenses | 7,838 | | | 8,831 | | | 15,876 | | | 15,835 | |
| Other expenses, net | 23,524 | | | 8,897 | | | 36,245 | | | 16,927 | |
| 178,067 | | | 165,032 | | | 345,054 | | | 329,225 | |
| | | | | | | |
| Interest income | 3,663 | | | 6,958 | | | 8,609 | | | 14,567 | |
| Interest expense | (81,947) | | | (92,248) | | | (163,184) | | | (186,085) | |
| Loss on extinguishment of debt | (36) | | | (922) | | | (36) | | | (2,030) | |
| | | | | | | |
| Gain on dispositions of real estate | — | | | 135,874 | | | — | | | 241,400 | |
| Loss on impairment of real estate | (2,035) | | | — | | | (2,035) | | | — | |
| Loss on impairment of goodwill | (6,136) | | | — | | | (6,136) | | | — | |
| Gain (loss) on derivative instruments, net | 20,253 | | | (1,882) | | | 35,789 | | | (15,559) | |
| | | | | | | |
| Income (loss) from unconsolidated real estate partnerships | 10,230 | | | (2,921) | | | 15,346 | | | (6,531) | |
| | | | | | | |
| Income (loss) before income tax benefit (expense) | (40,144) | | | 80,304 | | | (69,088) | | | 120,486 | |
| Income tax benefit (expense) | 2 | | | (244) | | | (13) | | | (264) | |
| Net income (loss) | (40,142) | | | 80,060 | | | (69,101) | | | 120,222 | |
Net income attributable to noncontrolling interests in consolidated real estate partnerships | (790) | | (29,746) | | (1,369) | | (31,550) |
| Net income (loss) attributable to the AIR Operating Partnership | (40,932) | | 50,314 | | (70,470) | | 88,672 |
| Net income attributable to the AIR Operating Partnership's preferred unitholders | (1,147) | | (1,153) | | (2,295) | | (2,307) |
| Net income (loss) attributable to the AIR Operating Partnership’s common unitholders | $ | (42,079) | | | $ | 49,161 | | | $ | (72,765) | | | $ | 86,365 | |
| | | | | | | |
| Net income (loss) attributable to the AIR Operating Partnership's common unitholders per unit – basic and diluted | $ | (0.28) | | | $ | 0.33 | | | $ | (0.48) | | | $ | 0.57 | |
| | | | | | | |
Weighted-average common units outstanding – basic | 151,015 | | 151,100 | | 151,016 | | 152,222 |
| Weighted-average common units outstanding – diluted | 151,015 | | 153,373 | | 151,016 | | 154,414 |
See notes to the condensed consolidated financial statements.
APARTMENT INCOME REIT, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| Net income (loss) | $ | (40,142) | | | $ | 80,060 | | | $ | (69,101) | | | $ | 120,222 | |
| | | | | | | |
| Reclassification of interest rate derivative gain to net income (loss) | (767) | | | (1,006) | | | (1,763) | | | (2,002) | |
| Comprehensive income (loss) | (40,909) | | | 79,054 | | | (70,864) | | | 118,220 | |
| Comprehensive income attributable to noncontrolling interests | (790) | | | (29,746) | | | (1,369) | | | (31,550) | |
| Comprehensive income (loss) attributable to the AIR Operating Partnership | $ | (41,699) | | | $ | 49,308 | | | $ | (72,233) | | | $ | 86,670 | |
See notes to the condensed consolidated financial statements.
APARTMENT INCOME REIT, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL (DEFICIT)
For the Three Months Ended June 30, 2026 and 2025
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | General Partner and Special Limited Partner | | Limited Partners | | Partners' Capital Attributable to the AIR Operating Partnership | | Noncontrolling Interests in Consolidated Real Estate Partnerships | | Total Partners' Capital (Deficit) |
| Balances as of March 31, 2025 | | | $ | (91,991) | | | $ | 127,186 | | | $ | 35,195 | | | $ | (101,137) | | | $ | (65,942) | |
Redemption of common partnership units | | | — | | | (180) | | | (180) | | | — | | | (180) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Effect of changes in ownership of consolidated entities | | | (354) | | | 354 | | | — | | | — | | | — | |
| Other comprehensive loss | | | (958) | | | (48) | | | (1,006) | | | — | | | (1,006) | |
| Net income (loss) | | | 46,509 | | | 2,652 | | | 49,161 | | | 29,746 | | | 78,907 | |
| Distributions to common unitholders | | | (189,385) | | | (8,618) | | | (198,003) | | | — | | | (198,003) | |
| Distributions to noncontrolling interests | | | — | | | — | | | — | | | (3,635) | | | (3,635) | |
| Other, net | | | 5 | | | — | | | 5 | | | (106) | | | (101) | |
| Balances at June 30, 2025 | | | $ | (236,174) | | | $ | 121,346 | | | $ | (114,828) | | | $ | (75,132) | | | $ | (189,960) | |
| | | | | | | | | | | |
| Balances at March 31, 2026 | | | $ | (469,321) | | | $ | 110,633 | | | $ | (358,688) | | | $ | (133,377) | | | $ | (492,065) | |
Redemption of common partnership units | | | — | | | (138) | | | (138) | | | — | | | (138) | |
Effect of changes in ownership of consolidated entities | | | (54) | | | 54 | | | — | | | — | | | — | |
| | | | | | | | | | | |
Other comprehensive loss | | | (735) | | | (32) | | | (767) | | | — | | | (767) | |
| Net income (loss) | | | (40,117) | | | (1,962) | | | (42,079) | | | 790 | | | (41,289) | |
| Distributions to common unitholders | | | (28,610) | | | (1,286) | | | (29,896) | | | — | | | (29,896) | |
| Distributions to noncontrolling interests | | | — | | | — | | | — | | | (1,027) | | | (1,027) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Other, net | | | (4) | | | — | | | (4) | | | — | | | (4) | |
| Balances at June 30, 2026 | | | $ | (538,841) | | | $ | 107,269 | | | $ | (431,572) | | | $ | (133,614) | | | $ | (565,186) | |
See notes to the condensed consolidated financial statements.
APARTMENT INCOME REIT, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL (DEFICIT)
For the Six Months Ended June 30, 2026 and 2025
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | General Partner and Special Limited Partner | | Limited Partners | | Partners' Capital Attributable to the AIR Operating Partnership | | Noncontrolling Interests in Consolidated Real Estate Partnerships | | Total Partners' Capital (Deficit) |
| Balances at December 31, 2024 | | | $ | (61,484) | | | $ | 126,848 | | | $ | 65,364 | | | $ | (97,655) | | | $ | (32,291) | |
| Redemption of common partnership units | | | — | | | (66,567) | | | (66,567) | | | — | | | (66,567) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Effect of changes in ownership of consolidated entities | | | (65,067) | | | 65,067 | | | — | | | — | | | — | |
Other comprehensive loss | | | (1,895) | | | (107) | | | (2,002) | | | — | | | (2,002) | |
Net income (loss) | | | 81,642 | | | 4,723 | | | 86,365 | | | 31,550 | | | 117,915 | |
| | | | | | | | | | | |
| Distributions to common unitholders | | | (189,385) | | | (8,618) | | | (198,003) | | | — | | | (198,003) | |
| Distributions to noncontrolling interests | | | — | | | — | | | — | | | (8,921) | | | (8,921) | |
| | | | | | | | | | | |
| Other, net | | | 15 | | | — | | | 15 | | | (106) | | | (91) | |
| Balances at June 30, 2025 | | | $ | (236,174) | | | $ | 121,346 | | | $ | (114,828) | | | $ | (75,132) | | | $ | (189,960) | |
| | | | | | | | | | | |
| Balances at December 31, 2025 | | | $ | (295,007) | | | $ | 118,505 | | | $ | (176,502) | | | $ | (132,930) | | | $ | (309,432) | |
| Redemption of common partnership units | | | — | | | (197) | | | (197) | | | — | | | (197) | |
| Effect of changes in ownership of consolidated entities | | | (150) | | | 150 | | | — | | | — | | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Other comprehensive loss | | | (1,688) | | | (75) | | | (1,763) | | | — | | | (1,763) | |
| Net income (loss) | | | (69,410) | | | (3,355) | | | (72,765) | | | 1,369 | | | (71,396) | |
| Distributions to common unitholders | | | (172,574) | | | (7,759) | | | (180,333) | | | — | | | (180,333) | |
| Distributions to noncontrolling interests | | | — | | | — | | | — | | | (2,053) | | | (2,053) | |
| Other, net | | | (12) | | | — | | | (12) | | | — | | | (12) | |
| Balances at June 30, 2026 | | | $ | (538,841) | | | $ | 107,269 | | | $ | (431,572) | | | $ | (133,614) | | | $ | (565,186) | |
See notes to the condensed consolidated financial statements.
APARTMENT INCOME REIT, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited) | | | | | | | | | | | |
| Six Months Ended June 30, |
| 2026 | | 2025 |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
Net income (loss) | $ | (69,101) | | | $ | 120,222 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | |
| Depreciation and amortization | 151,770 | | | 155,795 | |
| Loss on impairments of real estate and goodwill | 8,171 | | | — | |
| Gain on dispositions of real estate | — | | | (241,400) | |
| | | |
Amortization of debt issuance costs | 14,067 | | | 13,878 | |
| (Income) loss from unconsolidated real estate partnerships | (15,346) | | | 6,531 | |
| Unrealized (gain) loss on derivative instruments, net | (39,278) | | | 17,285 | |
| | | |
| Write-off of redevelopment costs | 5,824 | | | — | |
| Other, net | 267 | | | 4,903 | |
| Net changes in operating assets and operating liabilities | 7,726 | | | (10,380) | |
Net cash provided by operating activities | 64,100 | | | 66,834 | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | |
| Purchases of real estate and deposits related to purchases of real estate | (7,019) | | | — | |
| Capital expenditures | (35,477) | | | (58,880) | |
| | | |
| | | |
| | | |
| Proceeds from dispositions of real estate | 73,187 | | | 262,810 | |
| Proceeds from dispositions of unconsolidated real estate partnerships | 21,616 | | | — | |
Purchase of corporate assets | (2,041) | | | (6,858) | |
| Other investing activities, net | 913 | | | 512 | |
| Net cash provided by investing activities | 51,179 | | | 197,584 | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | |
| Proceeds from non-recourse property debt | — | | | 71,720 | |
| Principal payments and paydowns of non-recourse property debt | (59,648) | | | (315,884) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Payment of distributions to General Partner and Special Limited Partner | (172,574) | | | (189,385) | |
| Payment of distributions to Limited Partners | (7,759) | | | (8,618) | |
| Payment of distributions to noncontrolling interests | (2,053) | | | (8,921) | |
| | | |
| | | |
| | | |
| Redemption of common and preferred units | — | | | (2,861) | |
| | | |
| Other financing activities, net | (2,551) | | | (2,780) | |
| Net cash used in financing activities | (244,585) | | | (456,729) | |
| NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (129,306) | | | (192,311) | |
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD | 372,372 | | | 644,459 | |
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD | $ | 243,066 | | | $ | 452,148 | |
See notes to the condensed consolidated financial statements.
APARTMENT INCOME REIT, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 1 — Basis of Presentation and Organization
Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of Apartment Income REIT, L.P. (“AIR Operating Partnership” or the “Operating Partnership”), and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
The AIR Operating Partnership is managed by its general partner, AIR-GP LLC, a Delaware limited liability company (the "General Partner"). "Special Limited Partner" is defined collectively as Apartment Income REIT LLC, AIR REIT Sub 1, LLC, and AIR REIT Sub 2, LLC, each of which is a Delaware limited liability company and holds a limited partner interest in the Operating Partnership.
As used herein, except where the context otherwise requires, “partnership” refers to a limited partnership or a limited liability company and “partner” refers to a partner in a limited partnership or a member of a limited liability company. Interests in partnerships consolidated by AIR Operating Partnership that are held by third parties are reflected in AIR Operating Partnership’s accompanying condensed consolidated balance sheets as noncontrolling interests in consolidated real estate partnerships. Net income (loss) and other comprehensive income (loss) are allocated to each partner's capital (deficit) account.
Except as the context otherwise requires, “we,” “our,” and “us” refer to AIR Operating Partnership and its consolidated subsidiaries, collectively.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. In the opinion of management, all adjustments, consisting of normal recurring items, considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
The condensed consolidated balance sheet of AIR Operating Partnership and its consolidated subsidiaries as of December 31, 2025, has been derived from its audited financial statements at that date, but do not include all of the information and disclosures required by GAAP for complete financial statements. For further information, refer to the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Reclassifications
Certain prior period balances have been combined with or reclassified within the condensed consolidated statements of cash flows to conform to current period presentation pursuant to Rule 10-01(a)(2) of Regulation S-X. Income tax expense and Loss on extinguishment of debt have been combined with Other, net, and (Income) loss from unconsolidated real estate partnerships has been reclassified out of Other, net. These changes have no impact on Net cash provided by operating activities previously reported.
Organization and Business
We focus on the ownership of stabilized multi-family properties located in top markets, including eight important geographic concentrations: Boston; Philadelphia; Washington, D.C.; Miami; Denver; the San Francisco Bay Area; Los Angeles; and San Diego.
We own and operate a portfolio of stabilized apartment communities, diversified by both geography and price point, in nine states and the District of Columbia. As of June 30, 2026, our portfolio included 67 apartment communities with 24,649 apartment homes, in which we held an average ownership of approximately 83%.
Interests held by the General Partner and Special Limited Partner, and other limited partners in the AIR Operating Partnership are referred to as OP Units. OP Units include common partnership units (inclusive of Class I High Performance Partnership Units), which we refer to as “common OP Units,” as well as preferred partnership units, which we refer to as “preferred OP Units.” As of June 30, 2026, after elimination of units held by consolidated subsidiaries, the AIR Operating Partnership had 153,581,049 common OP Units and equivalents legally outstanding.
Note 2 — Summary of Significant Accounting Policies
Principles of Consolidation
We consolidate variable interest entities (“VIE”) in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. As of June 30, 2026 and December 31, 2025, the AIR Operating Partnership consolidated four VIEs. Please see Note 11 for further discussion regarding our consolidated VIEs. Related Party Transactions
The AIR Operating Partnership provides property management, construction management, and corporate services to apartment communities affiliated with Blackstone. In connection with providing these services, AIR incurs property management, construction management, general and administrative, and other expenses. These expenses are recovered from Blackstone-affiliated apartment communities through a combination of contractual property management and construction management fees, as well as direct cost reimbursements.
Contractual property management and construction management fee revenue is reflected within Other revenues in the condensed consolidated statements of operations, as presented in the table below (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| Other revenues | $ | 3,550 | | | $ | 578 | | | $ | 4,927 | | | $ | 826 | |
Direct cost reimbursements are reflected as an offset to the related expense line in the condensed consolidated statements of operations, in the amounts presented in the table below (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| Property management expenses | $ | 3,164 | | | $ | — | | | $ | 3,164 | | | $ | — | |
| General and administrative expenses | 1,083 | | | 677 | | | 2,766 | | | 1,072 | |
| Other expense, net | 693 | | | — | | | 693 | | | — | |
| Total corporate service reimbursements received | $ | 4,940 | | | $ | 677 | | | $ | 6,623 | | | $ | 1,072 | |
The amounts described in this section reflect that our property management and corporate platforms will generally break even over time as it relates to related-party transactions with our Blackstone affiliates.
As of June 30, 2026 and December 31, 2025, $4.9 million and $2.3 million represents amounts due from affiliates presented within Other assets, net in our condensed consolidated balance sheets, respectively.
Redeemable Preferred OP Units
We have various classes of preferred OP Units. Each class of preferred OP Units is currently redeemable at the holders’ option, with a cash value equal to the redemption price. The preferred OP Units are therefore presented within temporary partners’ capital (deficit) in our condensed consolidated balance sheets.
The following table presents a rollforward of the AIR Operating Partnership’s preferred OP Units’ redemption value and accrued distributions (in thousands):
| | | | | |
Balance at January 1, 2026 | $ | 56,456 | |
| Preferred distributions | (2,298) | |
| Redemption of preferred units | (44) | |
| Net income allocated to preferred units | 2,295 | |
Balance at June 30, 2026 | $ | 56,409 | |
As of June 30, 2026 and December 31, 2025, we had 1,986,635 and 1,988,454 redeemable preferred OP Units issued and outstanding, respectively. Distributions per annum range from 1.92% to 8.75% per class and $0.48 to $8.00 per unit.
Impairment of Real Estate
Real estate and other long-lived assets to be held and used are individually evaluated for impairment when conditions exist that may indicate the carrying amount of a long-lived asset may not be recoverable. We use the held for sale impairment model for properties classified as held for sale, whereby an impairment charge is recognized if the carrying amount of the long-lived asset classified as held for sale exceeds its fair value less cost to sell. If an impairment indicator exists, we compare the asset’s expected future undiscounted cash flows to its current carrying value to assess whether impairment measurement is necessary. Upon determination that an impairment has occurred, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the real estate and other long-lived assets.
The measurement of impairment is based on the fair value of the community and incorporates various estimates, assumptions, and market data, the most significant being rental rates, operating expense assumptions, expected hold period, capitalization rate, and purchase and sale agreements. We project future rental revenue growth rates using forecasted rates from third-party market research analytics. Property expense growth rates and capitalization rates are based on the apartment communities’ historical, current, and expected future operating results, existing operating expense assumptions, and operational strategies. These projections are adjusted to reflect current economic conditions and require considerable management judgment.
During the three and six months ended June 30, 2026, we evaluated the expected hold period of our apartment communities. Based on the held for sale impairment model, we reduced the carrying value of one apartment community to its estimated fair value and recognized a non-cash loss on impairment of real estate of $2.0 million. During the three months ended June 30, 2026, this property sold for its estimated carrying value.
During the six months ended June 30, 2025, we did not recognize any loss on impairment of real estate.
Goodwill
As of June 30, 2026, goodwill associated with our Same Store operating segment totaled $26.2 million. We perform an impairment test of goodwill annually, or when an interim triggering event occurs, by evaluating qualitative and quantitative factors, if necessary, to determine the likelihood that goodwill may be impaired.
As of June 30, 2026, there are no communities classified within our Other Real Estate segment, as the two remaining communities previously included were reclassified into Same Store, in alignment with our operating segment classification discussed in Note 12. This reclassification represented a triggering event requiring an interim impairment test of goodwill. As a result, we recognized a loss on impairment of goodwill associated with our Other Real Estate segment of $6.1 million during the three and six months ended June 30, 2026. Use of Estimates
The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the condensed consolidated financial statements and accompanying notes thereto. Actual results could differ from those estimates.
Accounting Pronouncements Recently Issued
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures," which requires disaggregated information surrounding entity's expenses. The standard is intended to benefit investors by providing more detailed information about the types of expenses in commonly presented expenses captions. This ASU is effective for public companies with annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the guidance and its impact to the condensed consolidated financial statements.
Accounting standards that have been issued by the FASB, or other standards-setting bodies, that are not yet effective or discussed above are not expected to have a material impact on our consolidated financial statements upon adoption.
Note 3 — Significant Transactions
Apartment Community Acquisitions
During the three and six months ended June 30, 2026, we acquired seven and fourteen apartment homes, respectively, at an apartment community located in Miami, Florida, for total gross consideration of $3.5 million and $7.0 million, respectively.
During the three and six months ended June 30, 2025, we did not acquire any apartment homes or apartment communities.
Apartment Community Dispositions
During the three and six months ended June 30, 2026, we sold one apartment community, located in Redwood City, California, with 110 apartment homes for gross consideration of $73.9 million. We did not recognize a gain on disposition as its carrying value approximated its fair value.
During the three months ended June 30, 2025, we sold two apartment communities, located in San Jose, California and Minneapolis, Minnesota, for gross consideration of $283.3 million, including the assumption of $107.3 million of non-recourse property debt. The apartment community located in San Jose, California was included in our consolidated joint venture with a passive institutional investor, which is now comprised of 11 apartment communities located in California.
During the three months ended March 31, 2025, we sold three apartment communities, located in Boston, Massachusetts, Denver, Colorado, and San Diego, California, to a limited partner in the Operating Partnership for gross consideration of $155.8 million, comprised of the redemption of 2,521,132 common OP Units valued at $25.62 per unit, and $91.2 million in cash proceeds. In connection with the sale, we repaid $129.3 million of variable-rate property debt.
During the six months ended June 30, 2025, the five apartment community sales resulted in a gain on dispositions of real estate of $241.4 million.
At the end of each reporting period, we evaluate whether any apartment communities meet the criteria to be classified as held for sale. As of June 30, 2026, one apartment community, located in Miami, Florida, met the criteria to be classified as held for sale in the condensed consolidated balance sheets.
Subsequent to June 30, 2026, one apartment community located in San Mateo, California and one community located in Fort Lauderdale, Florida met the criteria to be classified as held for sale in the condensed consolidated balance sheets. We expect to sell the apartment communities located in San Mateo, California, Fort Lauderdale, Florida, and Miami, Florida during the third quarter.
Distributions
The following table presents the cash distributions made from excess partnership cash to holders of record of common OP Units and LTIP units during the three and six months ended June 30, 2026 and 2025 (in thousands, except per unit data):
| | | | | | | | | | | | | | |
| Distribution Date | Holder of Record Date | Distribution Amount | Distribution Paid Per Unit (1) | Source of Funds |
| April 29, 2026 | April 15, 2026 | $ | 29,896 | | $ | 0.20 | | Extraordinary funds from financing proceeds |
| February 23, 2026 | February 9, 2026 | $ | 45,828 | | $ | 0.30 | | Extraordinary funds from financing proceeds |
| February 12, 2026 | January 29,2026 | $ | 104,608 | | $ | 0.69 | | Extraordinary funds from community dispositions |
| June 11, 2025 | June 5, 2025 | $ | 197,974 | | $ | 1.31 | | Extraordinary funds from financing proceeds |
(1)This represents the distribution paid per common OP unit. Holders of LTIP units are entitled to receive 2% of distributions.
The following table presents the cash distributions made from excess partnership cash to holders of record of common OP Units and LTIP units subsequent to June 30, 2026 (in thousands, except per unit data):
| | | | | | | | | | | | | | |
| Distribution Date | Holder of Record Date | Distribution Amount | Distribution Paid Per Unit (1) | Source of Funds |
| July 31, 2026 (2) | July 17, 2026 | $ | 83,153 | | $ | 0.55 | | Extraordinary funds from community dispositions and financing proceeds |
| July 31, 2026 (2) | July 17, 2026 | $ | 16,500 | | $ | 0.11 | | Funds from ordinary income |
(1)This represents the distribution paid per common OP unit. Holders of LTIP units are entitled to receive 2% of distributions.
(2)We paid a cash distribution in an aggregate amount of $99.7 million to holders of record of common OP Units and LTIP units, representing a distribution of $0.66 per common OP Unit.
Note 4 — Leases
Tenant Lessor Arrangements
The majority of lease payments we receive from our residents are fixed. We receive variable payments from our residents primarily for utility reimbursements. Our total lease income was comprised of the following amounts for all operating leases (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| Fixed lease income | $ | 172,936 | | | $ | 180,686 | | | $ | 348,594 | | | $ | 365,935 | |
| Variable lease income | 14,670 | | | 14,410 | | | 28,110 | | | 27,931 | |
| Total lease income | $ | 187,606 | | | $ | 195,096 | | | $ | 376,704 | | | $ | 393,866 | |
Generally, our residential leases do not provide extension options and, as of June 30, 2026, have an average remaining term of 7.5 months. In general, our commercial leases have options to extend for a certain period of time at the tenant’s option. As of June 30, 2026, future minimum annual rental payments we are contractually obligated to receive under residential and commercial leases, excluding such extension options, are as follows (in thousands):
| | | | | |
| 2026 (remaining) | $ | 275,551 | |
| 2027 | 268,216 | |
| 2028 | 47,909 | |
| 2029 | 10,705 | |
| 2030 | 9,329 | |
| Thereafter | 22,236 | |
| Total | $ | 633,946 | |
Note 5 — Debt
The following table summarizes our total consolidated non-recourse indebtedness as of June 30, 2026 and December 31, 2025 (in thousands):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
Fixed-rate property debt due October 2026 to January 2055 (1) | $ | 1,672,817 | | | $ | 1,683,772 | |
Variable-rate property debt due July 2029 to November 2030 | 4,010,019 | | | 4,056,459 | |
| Total non-recourse property debt | 5,682,836 | | | 5,740,231 | |
| Debt issuance costs, net of accumulated amortization | (10,883) | | | (22,731) | |
| Total non-recourse property debt, net | $ | 5,671,953 | | | $ | 5,717,500 | |
(1)The stated rates on our fixed-rate property debt are between 2.7% to 7.1%.
During the three months ended June 30, 2026, we repaid $48.7 million of variable-rate debt in connection with the disposition of one apartment community. The repayment of debt resulted in a loss on extinguishment of debt of $0.04 million, representing the write-off of deferred financing costs and related fees.
Note 6 — Investment in Unconsolidated Real Estate Partnerships
Unconsolidated Joint Ventures
As of June 30, 2026, we have equity investments in three significant unconsolidated joint ventures: the joint venture with an affiliate of Blackstone Inc. (“Virginia JV”), the joint venture with a global asset manager (“Value-Add JV”), and the joint venture with a global institutional investor (“Core JV”) (collectively, the “Joint Ventures”). We account for these Joint Ventures using the equity method of accounting and our ownership interests meet the definition of a VIE. However, we are not the primary beneficiary and do not consolidate these entities.
| | | | | | | | | | | | | | | | | |
| Virginia JV (1) | | Value-Add JV (2) | | Core JV |
| Initial formation date | October 2021 | | June 2023 | | July 2023 |
| AIR ownership | 20% | | 30% | | 53% |
| Outside entities' ownership | 80% | | 70% | | 47% |
| Number of apartment communities | 1 | | 1 | | 12 |
| Apartment homes | 748 | | 443 | | 3,909 |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
(1)On January 20, 2026, the Virginia JV sold an apartment community with 360 apartment homes for gross consideration of $138.1 million, recognizing a gain on the disposition of $40.5 million. On May 21, 2026, the Virginia JV sold an apartment community with 640 apartment homes for gross consideration of $216.2 million, recognizing a gain on the disposition of $60.7 million.
(2)Our partner holds a 70% legal ownership in the Value-Add JV, however, we are entitled to 50% of the net cash flows from operations, and various fees for providing property management, construction, and corporate services to the joint venture.
The carrying value of our investment in each Joint Venture is included in investment in unconsolidated real estate partnerships in our condensed consolidated balance sheets. Our exposure to the obligations of the Joint Ventures is limited to the carrying value of the limited partnership interests and our interest of the joint ventures' non-recourse liabilities. The following tables summarize certain relevant information with respect to our investments in unconsolidated joint ventures (in thousands):
| | | | | | | | | | | | | | | | | |
| June 30, 2026 |
| Virginia JV | | Value-Add JV | | Core JV |
| Third-party debt (1) | $ | 146,228 | | | $ | 87,506 | | | $ | 890,832 | |
AIR Operating Partnership's investment in balance (2) | $ | 7,701 | | | $ | 28,483 | | | $ | 249,388 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | | | | | | | | | | | | | |
| December 31, 2025 |
| Virginia JV | | Value-Add JV | | Core JV |
| Third-party debt | $ | 395,000 | | | $ | 87,988 | | | $ | 890,925 | |
AIR Operating Partnership's investment in balance (2) | $ | 8,877 | | | $ | 28,767 | | | $ | 255,465 | |
(1)In connection with the sale of two apartment communities, the Virginia JV repaid $248.8 million of third-party debt.
(2)Our investment in balance includes deferred acquisitions costs that are subject to amortization. Our investment in unconsolidated real estate partnerships in our condensed consolidated balance sheets also includes $20.0 million related to an immaterial unconsolidated investment as of June 30, 2026, and $21.2 million related to two immaterial unconsolidated investments as of December 31, 2025.
We recognize earnings or losses from our investments in unconsolidated real estate partnerships consisting of our proportionate share of the net earnings or losses of the Joint Ventures. In addition, we earn various fees for providing property management, construction, and corporate services to the Joint Ventures, presented within other revenues in our condensed consolidated statements of operations. The table below presents income (loss) from unconsolidated real estate partnerships within our condensed consolidated statements of operations (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| Virginia JV (1) | $ | 11,977 | | | $ | (462) | | | $ | 19,849 | | | $ | (1,411) | |
Value-Add JV | 415 | | | (358) | | | (370) | | | (784) | |
Core JV | (2,635) | | | (2,101) | | | (4,606) | | | (4,336) | |
Total (2) | $ | 9,757 | | | $ | (2,921) | | | $ | 14,873 | | | $ | (6,531) | |
(1)For the three and six months ended June 30, 2026, the income (loss) from unconsolidated real estate partnerships includes AIR Operating Partnership's proportionate share of the gain on the disposition of real estate in the amount of $12.1 million and $20.2 million, respectively.
(2)For the three and six months ended June 30, 2026, our income (loss) from unconsolidated real estate partnerships in our condensed consolidated statements of operations also includes a $0.5 million gain on disposition related to an immaterial unconsolidated investment that we sold on April 27, 2026.
Note 7 — Commitments and Contingencies
Legal Matters
We are a party to various legal actions and administrative proceedings arising in the ordinary course of business, some of which are covered by our general liability insurance program, and none of which we expect to have a material adverse effect on our condensed consolidated financial condition, results of operations, or cash flows.
Environmental
Various federal, state and local laws subject apartment community owners or operators to liability for management and the costs of removal or remediation of certain potentially hazardous materials that may be present in the land or buildings of an apartment community. Such laws often impose liability without regard to fault or whether the owner or operator knew of, or was responsible for, the presence of such materials. The presence of, or the failure to manage or remediate properly, these materials may adversely affect occupancy at such apartment communities as well as the ability to sell or finance such apartment communities. In addition, governmental agencies may bring claims for costs associated with investigation and remediation actions. Moreover, private plaintiffs may potentially make claims for investigation and remediation costs they incur or for personal injury, disease, disability, or other infirmities related to the alleged presence of hazardous materials. In addition to potential environmental liabilities or costs associated with our current apartment communities, we may also be responsible for such liabilities or costs associated with communities we acquire or manage in the future or apartment communities we no longer own or operate.
We have determined that our legal obligations to remove or remediate certain potentially hazardous materials may be conditional asset retirement obligations (“AROs”), as defined by GAAP. Except in limited circumstances where the asset retirement activities are expected to be performed in connection with a planned construction project or apartment community casualty, we believe that the fair value of our AROs cannot be reasonably estimated due to significant uncertainties in the timing and manner of settlement of those obligations.
Note 8 — Earnings per Unit
Reconciliations of the numerator and denominator in the calculations of basic and diluted earnings per unit are as follows (in thousands, except per unit data):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| Earnings per unit | | | | | | | |
| Numerator: | | | | | | | |
| Basic net income (loss) attributable to the AIR Operating Partnership’s common unitholders | $ | (42,079) | | | $ | 49,161 | | | $ | (72,765) | | | $ | 86,365 | |
| Effect of dilutive instruments | — | | | 1,153 | | | — | | | 2,307 | |
Dilutive net income (loss) attributable to the AIR Operating Partnership’s common unitholders | $ | (42,079) | | | $ | 50,314 | | | $ | (72,765) | | | $ | 88,672 | |
| | | | | | | |
| Denominator – units: | | | | | | | |
| Basic weighted-average common units outstanding | 151,015 | | | 151,100 | | | 151,016 | | | 152,222 | |
| Dilutive common unit equivalents outstanding | — | | | 2,273 | | | — | | | 2,192 | |
| Dilutive weighted-average common units outstanding | 151,015 | | | 153,373 | | | 151,016 | | | 154,414 | |
| | | | | | | |
| Earnings per unit – basic and diluted | $ | (0.28) | | | $ | 0.33 | | | $ | (0.48) | | | $ | 0.57 | |
| | | | | | | |
Note 9 — Fair Value Measurements
We estimate the fair value of certain assets and liabilities using pricing models that rely on observable market information, including contractual terms, market prices, and interest rate yield curves. A three-level valuation hierarchy prioritizes observable and unobservable inputs used to measure fair value, as described below:
•Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
•Level 2 – Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.
•Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.
Recurring Fair Value Measurements
The following table summarizes investments measured at fair value on a recurring basis, which are presented in other assets, net, and accrued liabilities and other in our condensed consolidated balance sheets (in thousands).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2026 | | As of December 31, 2025 |
| Total Fair Value | | Level 1 | | Level 2 | | Level 3 | | Total Fair Value | | Level 1 | | Level 2 | | Level 3 |
| Interest rate swaps - pay-fixed, receive-floating | $ | 34,401 | | | $ | — | | | $ | 34,401 | | | $ | — | | | $ | (4,519) | | | $ | — | | | $ | (4,519) | | | $ | — | |
| | | | | | | | | | | | | | | |
| Interest rate caps | $ | 207 | | | $ | — | | | $ | 207 | | | $ | — | | | $ | 57 | | | $ | — | | | $ | 57 | | | $ | — | |
| Interest rate caps - sold | $ | (6) | | | $ | — | | | $ | (6) | | | $ | — | | | $ | (15) | | | $ | — | | | $ | (15) | | | $ | — | |
| | | | | | | | | | | | | | | |
See Note 10 for discussion regarding our derivative activity during the year.
Financial Assets and Liabilities Not Measured at Fair Value
We believe that the carrying value of the consolidated amounts of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable approximated their estimated fair value as of June 30, 2026 and December 31, 2025, due to their relatively short-term nature and high probability of realization. The carrying value of our variable-rate non-recourse property debt, which we classify as Level 2 in the GAAP fair value hierarchy, approximated fair value as of June 30, 2026 and December 31, 2025, as such debt bears interest at floating rates which approximate market rates.
We classify the fair value of our fixed-rate non-recourse property debt, seller financing notes receivable, and preferred equity investment within Level 2 of the GAAP fair value hierarchy, as summarized in the following table (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2026 | | As of December 31, 2025 |
| Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
| Fixed-rate non-recourse property debt | $ | 1,672,817 | | | $ | 1,596,642 | | | $ | 1,683,772 | | | $ | 1,613,431 | |
| Seller financing note receivable, net (1) | $ | 34,750 | | | $ | 35,644 | | | $ | 34,309 | | | $ | 35,973 | |
| Preferred equity investment (2) | $ | 25,641 | | | $ | 26,779 | | | $ | 25,052 | | | $ | 27,076 | |
(1)During the year ended December 31, 2022, we provided $40.0 million of seller financing as partial consideration for the sale of our New England portfolio. The contractual interest rate on the note is 4.5%. The difference between the stated rate and the market interest rate as of the date of sale resulted in a discount recorded of $8.5 million. The seller financing note and related discount are included in other assets, net in our condensed consolidated balance sheets.
(2)In conjunction with the Value-Add JV transaction, we received a preferred equity investment within the joint venture. The contractual interest rate on the preferred equity investment is 7.25%. The difference between the stated rate and the effective interest rate as of the date of the transaction resulted in a discount recorded of $5.9 million. The preferred equity investment and related discount are included in investment in unconsolidated real estate partnerships in our condensed consolidated balance sheets.
Note 10 — Derivative Financial Instruments and Hedging Activities
Risk Management Objective of Using Derivatives
Our objectives in using interest rate derivatives are to add predictability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, we primarily use interest rate swaps, interest rate caps and treasury locks as part of our interest rate management strategy. Interest rate swaps primarily involve the receipt of variable-rate and fixed-rate amounts from a counterparty in exchange for us making fixed-rate or variable-rate payments over the life of the agreements without exchange of the underlying notional amounts.
Changes in fair value of derivatives designated as cash flow hedges are recognized in other comprehensive income (loss) and subsequently reclassified into earnings as an increase or decrease to interest expense. During the three and six months ended June 30, 2026, we reclassified gains of $0.8 million and $1.8 million, respectively, out of other comprehensive income (loss) into interest expense. During the three and six months ended June 30, 2025, we reclassified gains of 1.0 million and $2.0 million, respectively. As of June 30, 2026, we estimate that during the next 12 months, we will reclassify into earnings approximately $2.1 million of the unrealized gain in other comprehensive income (loss).
Changes in fair value of derivatives not designated in a hedge relationship, or economic hedges, are recognized in gain (loss) on derivative instruments, net, in our condensed consolidated statements of operations. During the three and six months ended June 30, 2026 and 2025, gain (loss) on derivative instruments, net was $20.3 million, $35.8 million, ($1.9) million and ($15.6) million, respectively.
During the three months ended June 30, 2026, five interest rate swaps with a total notional value of $400.0 million matured.
The following tables summarize our derivative financial instruments (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2026 |
| Number of Instruments | | Aggregate Notional Amount | | Derivative Assets (included in Other assets, net) | | Derivative Liabilities (included in Accrued liabilities and other) |
| | | Fair Value |
| Derivatives not designated as hedging instruments: | | | | | | | |
| Interest rate swaps, pay-fixed, receive-floating | 12 | | $ | 4,750,000 | | | $ | 36,118 | | | $ | (1,717) | |
| Interest rate caps | 7 | | $ | 4,493,720 | | | $ | 207 | | | $ | — | |
| Interest rate caps - sold | 3 | | $ | 3,000,000 | | | $ | — | | | $ | (6) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2025 |
| Number of Instruments | | Aggregate Notional Amount | | Derivative Assets (included in Other assets, net) | | Derivative Liabilities (included in Accrued liabilities and other) |
| | | Fair Value |
| Derivatives not designated as hedging instruments: | | | | | | | |
| Interest rate swaps, pay-fixed, receive-floating | 17 | | $ | 5,150,000 | | | $ | 9,487 | | | $ | (14,006) | |
| Interest rate caps | 7 | | $ | 4,493,720 | | | $ | 57 | | | $ | — | |
| Interest rate caps - sold | 3 | | $ | 3,000,000 | | | $ | — | | | $ | (15) | |
Note 11 — Variable Interest Entities
Consolidated Entities
We consolidate (i) three VIEs that own interests in one or more apartment communities and are typically structured to generate a return for their partners through the operation and ultimate sale of the communities and (ii) one VIE related to a lessor entity that owns an interest in a property leased to a third party. We are the primary beneficiary in the limited partnerships in which it is the sole decision maker and has a substantial economic interest.
The table below summarizes apartment community information regarding VIEs consolidated by AIR Operating Partnership:
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| VIEs with interests in apartment communities | 3 | | 3 |
| Apartment communities owned by VIEs | 13 | | 13 |
| Apartment homes in communities owned by VIEs | 4,542 | | 4,542 |
Assets of our consolidated VIEs must first be used to settle the liabilities of such consolidated VIEs. These consolidated VIEs’ creditors do not have recourse to the general credit of the AIR Operating Partnership. Assets and liabilities of VIEs’ are summarized in the table below (in thousands):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| ASSETS: | | | |
| Net real estate | $ | 818,811 | | | $ | 838,371 | |
| Cash and cash equivalents | 35,339 | | | 15,696 | |
| Restricted cash | 1,154 | | | 1,022 | |
| Other assets, net | 21,975 | | | 20,698 | |
| LIABILITIES: | | | |
| Non-recourse property debt, net | $ | 1,222,768 | | | $ | 1,227,877 | |
| Accrued liabilities and other | 36,485 | | | 34,677 | |
Note 12 — Business Segments
We have two operating segments, Same Store and Other Real Estate, which have been aggregated into one reportable segment, Real Estate Operations. Our Same Store operating segment includes communities that are owned and managed by us, and have reached a stabilized level of operations for at least one year. As of June 30, 2026, there are no communities that meet the classification of Other Real Estate as the previous two communities are now classified within Same Store.
The Co-Principal Executive Officers are our chief operating decision makers (“CODM”). The CODM uses proportionate property net operating income (“NOI”) to assess the operating performance of our communities. Assets are not reviewed at a segment level, and are not used by the CODM to evaluate segment performance. During the quarter ended March 31, 2025, our CODM reevaluated the definition of proportionate property NOI to better align with how they view the business, and what information is deemed relevant to assess segment operating performance. These changes included updates to the classification, inclusion, or exclusion of certain revenues and expenses associated with property level reimbursements, corporate allocated expenses, and non-cash activity. Proportionate property NOI reflects our share of rental and other property revenues, less property management and operating expenses. Rental and other property revenues now include utility reimbursements, which were previously netted against utility expenses and included as a component of property management and operating expenses. Property management and operating expenses now include property management fees charged to the properties and cash ground lease expense, and excludes centralized property support services billed to the properties, but that the properties do not control.
As of June 30, 2026, our Real Estate Operations segment included 66 apartment communities with 24,353 apartment homes.
The following tables present the total revenues, property management and operating expenses, proportionate property net operating income (loss), and income (loss) before income tax benefit (expense) of our segment on a proportionate basis. To reflect how the CODM evaluates the business, prior period segment information has been recast to conform with our reportable segment composition as of June 30, 2026 (in thousands):
| | | | | | | | | | | | | | | | | |
| Real Estate Operations | | Corporate and Other (1) | | Consolidated |
Three Months Ended June 30, 2026: | | | | | |
| Total revenues | $ | 186,042 | | | $ | 7,889 | | | $ | 193,931 | |
| Property management and operating expenses | 65,381 | | | 5,356 | | | 70,737 | |
| Other operating expenses not allocated to segments (2) | — | | | 107,330 | | | 107,330 | |
| Total operating expenses | 65,381 | | | 112,686 | | | 178,067 | |
| Proportionate property net operating income (loss) | 120,661 | | | (104,797) | | | 15,864 | |
| Other items included in income (loss) before income tax benefit (expense) (3) | (6,136) | | | (49,872) | | | (56,008) | |
| Income (loss) before income tax benefit (expense) | $ | 114,525 | | | $ | (154,669) | | | $ | (40,144) | |
| | | | | | | | | | | | | | | | | |
| Real Estate Operations | | Corporate and Other (1) | | Consolidated |
Six Months Ended June 30, 2026: | | | | | |
| Total revenues | $ | 373,171 | | | $ | 14,442 | | | $ | 387,613 | |
| Property management and operating expenses | 127,556 | | | 13,607 | | | 141,163 | |
| Other operating expenses not allocated to segments (2) | — | | | 203,891 | | | 203,891 | |
| Total operating expenses | 127,556 | | | 217,498 | | | 345,054 | |
| Proportionate property net operating income (loss) | 245,615 | | | (203,056) | | | 42,559 | |
| Other items included in income (loss) before income tax benefit (expense) (3) | (6,136) | | | (105,511) | | | (111,647) | |
| Income (loss) before income tax benefit (expense) | $ | 239,479 | | | $ | (308,567) | | | $ | (69,088) | |
| | | | | | | | | | | | | | | | | |
| Real Estate Operations | | Corporate and Other (1) | | Consolidated |
Three Months Ended June 30, 2025: | | | | | |
| Total revenues | $ | 182,446 | | | $ | 18,031 | | | $ | 200,477 | |
| Property management and operating expenses | 63,430 | | | 6,684 | | | 70,114 | |
| Other operating expenses not allocated to segments (2) | — | | | 94,918 | | | 94,918 | |
| Total operating expenses | 63,430 | | | 101,602 | | | 165,032 | |
| Proportionate property net operating income (loss) | 119,016 | | | (83,571) | | | 35,445 | |
| Other items included in income (loss) before income tax benefit (expense) (3) | — | | | 44,859 | | | 44,859 | |
| Income (loss) before income tax benefit (expense) | $ | 119,016 | | | $ | (38,712) | | | $ | 80,304 | |
| | | | | | | | | | | | | | | | | |
| Real Estate Operations | | Corporate and Other (1) | | Consolidated |
Six Months Ended June 30, 2025: | | | | | |
| Total revenues | $ | 365,376 | | | $ | 38,573 | | | $ | 403,949 | |
| Property management and operating expenses | 123,396 | | | 17,272 | | | 140,668 | |
| Other operating expenses not allocated to segments (2) | — | | | 188,557 | | | 188,557 | |
| Total operating expenses | 123,396 | | | 205,829 | | | 329,225 | |
| Proportionate property net operating income (loss) | 241,980 | | | (167,256) | | | 74,724 | |
| Other items included in income (loss) before income tax benefit (expense) (3) | — | | | 45,762 | | | 45,762 | |
| Income (loss) before income tax benefit (expense) | $ | 241,980 | | | $ | (121,494) | | | $ | 120,486 | |
(1)Represents adjustments to: (i) exclude our proportionate share of the results of unconsolidated apartment communities, which is excluded in the related consolidated amounts, (ii) include the noncontrolling interests in consolidated real estate partnerships’ proportionate share of the results of communities, which is included in the related consolidated amounts, (iii) include non-cash adjustments and reclassify certain amounts between line items, (iv) include the operating results of apartment communities sold during the periods shown or held for sale at the end of the period, if any, (v) include property management revenues, which are not part of our segment performance measure, property management expenses and casualty gains and losses, which are included in consolidated property management and operating expenses and are not part of our segment performance measure, and (vi) include the depreciation of capitalized costs of non-real estate assets.
(2)Includes depreciation and amortization, general and administrative expenses, and other expenses, net.
(3)Includes interest income, interest expense, loss on extinguishment of debt, gain on dispositions of real estate, loss on impairment of real estate, loss on impairment of goodwill, gain (loss) on derivative instruments, net, and income (loss) from unconsolidated real estate partnerships.
Property management and operating expenses are comprised of operating expenses, property management expenses charged to the properties, real estate taxes, insurance, and ground lease expense. The following table presents total property management and operating expenses, by type, that has been allocated to our Real Estate Operations segment on a proportionate basis. To reflect how the CODM evaluates the business, prior period segment information has been recast to conform with our reportable segment composition as of June 30, 2026 (in thousands):
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| Real Estate Operations |
| Three Months Ended | | Six Months Ended |
| June 30, 2026 | | June 30, 2025 | | June 30, 2026 | | June 30, 2025 |
| Operating expenses (1) | $ | 34,706 | | | $ | 32,875 | | | $ | 66,949 | | | $ | 62,661 | |
Property management expense | 5,179 | | | 5,192 | | | 10,393 | | | 10,140 | |
Real estate taxes | 18,749 | | | 18,772 | | | 37,092 | | | 37,451 | |
Insurance | 5,045 | | | 4,910 | | | 9,718 | | | 9,781 | |
Ground lease expense | 1,702 | | | 1,681 | | | 3,404 | | | 3,363 | |
Property management and operating expenses | $ | 65,381 | | | $ | 63,430 | | | $ | 127,556 | | | $ | 123,396 | |
(1)Includes onsite payroll, repairs and maintenance, software and technology expenses, marketing, expensed turnover costs, utility expenses, and other property-related operating expenses.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Except as the context otherwise requires, references to “we,” “our,” and “us” refer to Apartment Income REIT, L.P. (“AIR Operating Partnership” or “Operating Partnership”) and its consolidated subsidiaries collectively.
Forward-Looking Statements
This Quarterly Report on Form 10-Q ("report") contains information that is forward-looking, including, without limitation, statements regarding: our ability to maintain current or meet projected occupancy, rental rate and property operating results; expectations regarding consumer demand, growth in revenue and strength of other performance metrics and models; the effect of and expectations regarding dispositions and the use of proceeds thereof; the availability and cost of debt; our ability to comply with debt covenants; the payment of distributions in the future; and risks related to the provision of property management services to third parties and our ability to collect property management and asset management related fees.
These forward-looking statements are based on management’s current expectations, estimates and assumptions and are subject to risks and uncertainties, that could cause actual results to differ materially from such forward-looking statements, including, but not limited to: our dependence on, and relationship with, Blackstone Inc. and its affiliates, which may have interests that conflict with ours; real estate and operating risks, including fluctuations in real estate values and the general economic climate in the markets in which we operate and competition for residents in such markets; national and local economic conditions, including inflation, the pace of job growth, the level of unemployment, immigration, recession, and trade policies; the amount, location, and quality of competitive new housing supply, which may be impacted by global supply chain disruptions; the timing and effects of dispositions; changes in operating costs, including energy costs; negative economic conditions in our geographies of operation; the ability of the AIR Operating Partnership to hire and retain key personnel; the AIR Operating Partnership’s ability to maintain current or meet projected occupancy, rental rate, and property operating results; expectations regarding sales of apartment communities and the use of proceeds thereof; insurance risks, including the cost of insurance, and natural disasters and severe weather such as hurricanes; financing risks, including interest rate changes and the availability and cost of financing; the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; our ability to fund future distributions; the risk that earnings may not be sufficient to maintain compliance with debt covenants; our net asset value ("NAV") calculations; legal and regulatory risks, including costs associated with prosecuting or defending claims and any adverse outcomes; the terms of laws and governmental regulations that affect us and interpretations of those laws and regulations; possible environmental liabilities, including costs, fines, or penalties that may be incurred due to necessary remediation of contamination of apartment communities presently or previously owned by AIR Operating Partnership; unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or a pandemic, as well as management’s response to any of the aforementioned factors; and those other risks and uncertainties are described in this report, as well as the section entitled “Risk Factors” in Item 1A of the AIR Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent filings with the Securities and Exchange Commission ("SEC").
The forward-looking statements relate only to events as of the date on which the statements are made. We do 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 report 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 AIR Operating Partnership.
Executive Overview
We own and operate a portfolio of stabilized apartment communities, diversified by both geography and price point, in nine states and the District of Columbia. As of June 30, 2026, our portfolio included 67 apartment communities with 24,649 apartment homes, in which we held an average ownership of approximately 83%.
Results of Operations
Because our operating results depend primarily on income from our apartment communities, the supply of and demand for apartments influences our operating results. Additionally, the level of expenses required to operate and maintain our apartment communities and the pace and price at which we dispose of our apartment communities affects our operating results.
The following discussion and analysis of the results of our operations and financial condition should be read in conjunction with the accompanying condensed consolidated financial statements included in Item 1. Financial Highlights
Net loss attributable to our common unitholders per unit, on a dilutive basis, was ($0.28) for the three months ended June 30, 2026, which reflects a decrease from net income of $0.33 for the three months ended June 30, 2025, due primarily to:
•Gains on dispositions of real estate in the prior year;
•Loss on impairment of real estate and goodwill in the current year; and
•Write-off of costs associated with abandoned redevelopment projects; partially offset by
•Increased unrealized gains on derivative instruments;
•Increased property NOI within Real Estate Operations driven by increased residential rental rates, offset by lower Average Daily Occupancy ("ADO"); and
•Increase in income from unconsolidated real estate partnerships due to gains associated with the disposition of two apartment communities in the Virginia JV.
Results of Operations for the Three and Six Months Ended June 30, 2026, Compared to 2025
Real Estate Operations
Real Estate Operations includes proportionate property NOI for two business segments: Same Store and Other Real Estate. There are currently no properties in our Other Real Estate business segment. See Note 12 to the condensed consolidated financial statements included in Item 1 for further discussion regarding our segments, including a reconciliation of these proportionate amounts to consolidated rental and other property revenues and property operating expenses. We use proportionate property NOI to assess the operating performance of our communities. We believe proportionate information benefits the users of our financial information by providing the amount of revenues, expenses, assets, liabilities, and other items attributable to our unitholders.
Proportionate property NOI reflects our share of rental and other property revenues, less property management and operating expenses. Revenues include utility reimbursements. Property management and operating expenses include property management fees charged to the properties, cash ground lease expense, real estate taxes, and insurance.
We do not include indirect offsite costs associated with centralized property support services billed to the properties, corporate property management expense, or casualty gains or losses in our assessment of segment performance. Accordingly, these items are included within Corporate and Other results discussed below.
In 2026, we continued to focus on maximizing value creation by prioritizing higher rental rates aligned with the acceleration of seasonal demand. As part of this strategy, we intentionally accepted a lower ADO compared to the three and six months ended June 30, 2025. This strategic pivot drove an improvement in the proportionate property NOI relative to the comparable period in 2025.
For the three months ended June 30, 2026, compared to 2025, our proportionate property NOI increased by $1.6 million, or 1.4%. Within proportionate property NOI, revenues increased by $3.6 million, or 2.0%, primarily attributable to a 1.2% increase in residential net rental income driven by a 1.4% increase in residential rents, offset partially by a 0.2% decrease in ADO. The remaining revenue growth was attributable to increased utility reimbursements and growth in ancillary revenues. Property management and operating expenses increased by $2.0 million, or 3.1%, primarily attributable to higher utility, personnel, and renters insurance expenses.
For the six months ended June 30, 2026, compared to 2025, our proportionate property NOI increased by $3.6 million, or 1.5%. Within proportionate property NOI, revenues increased by $7.8 million, or 2.1%, primarily attributable to a 1.2% increase in residential net rental income driven by a 1.7% increase in residential rents, offset partially by a 0.5% decrease in ADO. The remaining revenue growth was attributable to increased utility reimbursements and growth in ancillary revenues. Property management and operating expenses increased by $4.2 million, or 3.4%, primarily attributable to higher utility, personnel, renters insurance, and property management expenses.
Corporate & Other
Total Income (loss) before income tax benefit (expense) for Corporate and Other contains the results from our apartment communities sold or held for sale, which we do not allocate to our operating segments for purposes of evaluating performance. Also included in Corporate and Other are third-party property management revenues, the financial impacts of any casualty losses, indirect offsite costs associated with property general and administrative expenses, total company depreciation and amortization, and interest expense and income.
Total revenues and property management and operating expenses
Operating income includes property management revenue, the results of apartment communities sold or held for sale, corporate property management expenses, and indirect offsite costs.
For the three and six months ended June 30, 2026, compared to 2025, non-segment real estate operations decreased by $9.9 million and $22.3 million, respectively, due primarily to a reduction in NOI from sold properties and an increase in small casualty claims.
Other expenses, net
Other expenses, net, includes legal costs, partnership administration expenses, ground lease expense, political contributions, and certain non-recurring items.
For the three and six months ended June 30, 2026, compared to 2025, other expenses, net increased by $14.6 million and $19.3 million, respectively, due primarily to the write-off of costs associated with abandoned redevelopment projects, increased legal costs, political contributions, and certain other non-recurring costs associated with expanding property management services, which will drive increased revenue in the future or which costs are generally reimbursed to AIR.
Interest income
For the three and six months ended June 30, 2026, compared to 2025, interest income decreased by $3.3 million and $6.0 million, respectively, due primarily to lower funds held in short-term liquid investments.
Interest expense
For the three and six months ended June 30, 2026, compared to 2025, interest expense decreased by $10.3 million and $22.9 million, respectively, due primarily to a decrease in property-level debt attributable to communities sold during 2025 and lower interest rates on outstanding variable-rate debt in 2026 compared to 2025.
Gain on dispositions of real estate
During the three and six months ended June 30, 2026, we did not recognize any gains on dispositions of real estate as one apartment community was sold at its carrying value.
During the three and six months ended June 30, 2025, we recognized $135.9 million and $241.4 million, respectively, of gain on dispositions of real estate due primarily to the sale of two and five apartment communities, respectively.
Loss on impairment of real estate
During the three and six months ended June 30, 2026, we recognized $2.0 million of loss on impairment of real estate due to the evaluation of the expected hold period and likelihood of sale of one apartment community, which resulted in the reduction of the carrying value to its estimated fair value. The apartment community was sold at its carrying value during the three months ended June 30, 2026.
Loss on impairment of goodwill
During the three and six months ended June 30, 2026, we recognized $6.1 million of loss on impairment of goodwill related to our Other Real Estate operating segment. As of June 30, 2026, there are no communities classified within Other Real Estate, as the two remaining communities previously included were reclassified to Same Store. As a result, the goodwill assigned to Other Real Estate was determined to be fully impaired.
Gain (loss) on derivative instruments, net
During the three months ended June 30, 2026, compared to 2025, we recognized $20.3 million of gains and $1.9 million of losses, respectively, on derivative instruments due primarily to the mark-to-market valuation changes in interest rate swaps and interest rate caps, net during the period.
During the six months ended June 30, 2026, compared to 2025, we recognized $35.8 million of gains and $15.6 million of losses, respectively, on derivative instruments due primarily to the mark-to-market valuation changes in interest rate swaps and interest rate caps, net during the period.
Income (loss) from unconsolidated real estate partnerships
For the three months ended June 30, 2026, compared to 2025, income (loss) from unconsolidated real estate partnerships increased by $13.2 million, due primarily to the gain on the disposition of one apartment community in the Virginia JV in May 2026.
For the six months ended June 30, 2026, compared to 2025, income (loss) from unconsolidated real estate partnerships increased by $21.9 million, due primarily to the gain on the disposition of two apartment communities in the Virginia JV in January 2026 and May 2026.
Net Asset Value
The NAV of the common OP Unit is determined by the General Partner in good faith on the basis of such information as it considers, in its reasonable judgment, appropriate based on the valuation policy furnished as Exhibit 99.2 to our Current Report on Form 8-K filed with the SEC on July 1, 2024.
During the quarter ended June 30, 2026, the NAV of the common OP Units for purposes of redemption, as adjusted for special distributions was $30.17. As of June 30, 2026, the NAV of the common OP Units for purposes of redemption was determined to be $30.19 per common OP Unit, which will be the basis for the NAV through the quarter ending September 30, 2026, adjusted for any distributions or material changes.
Critical Accounting Estimates
We prepare our condensed consolidated financial statements in accordance with GAAP, which requires us to make estimates and assumptions. We believe that the critical accounting policies that involve our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements relate to the impairment of our long-lived assets.
Our critical accounting estimates are described in more detail in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no other significant changes in our critical accounting estimates from those reported in our Form 10-K and we believe that the related judgments and assessments have been consistently applied and produce financial information that fairly depicts the financial condition, results of operations, and cash flows for all periods presented.
Liquidity and Capital Resources
Liquidity
Liquidity is the ability to meet present and future financial obligations. Our primary source of liquidity is cash flows from operations and funding from our General Partner and Special Limited Partner. Additional sources are proceeds from dispositions of apartment communities, proceeds from refinancing existing property debt and borrowings under new property debt. As of June 30, 2026, our cash and cash equivalents and restricted cash was $243.1 million.
Subsequent to June 30, 2026, we paid distributions to holders of record of common OP Units and LTIP units in the amount of $99.7 million, refer to Note 3 to the condensed consolidated financial statements in Item 1. As of June 30, 2026, one apartment community was classified as held for sale and is expected to close in the third quarter of 2026 for gross consideration of $202.0 million. As part of the sale, $137.4 million of variable-rate property debt will be repaid.
Subsequent to June 30, 2026, two additional apartment communities were classified as held for sale and are expected to close in the third quarter of 2026 for total gross consideration of $365.8 million. As part of the sales, $243.7 million of variable-rate property debt will be repaid. See Note 3 to the condensed consolidated financial statements in Item 1 for further discussion of significant transactions subsequent to quarter-end. After considering the July distribution and third-quarter 2026 apartment community sales, our remaining cash on hand, without consideration for additional operating cash flows, would be $330.0 million.
We have $199.2 million remaining in outstanding non-recourse property debt maturing through the fourth quarter of 2027. Based on current market conditions, we expect to refinance the maturing debt with new non-recourse property debt; however, if unforeseen market conditions occur, we expect to have sufficient cash and cash equivalents on hand, as a result of proceeds from dispositions of apartment communities, to repay all debt with a maturity date through the fourth quarter of 2027.
Leverage and Capital Resources
The availability of credit and its related effect on the overall economy may affect our liquidity and future financing activities, both through changes in interest rates and access to financing. Any adverse changes in the lending environment could negatively affect our liquidity. If financing options become unavailable for our future debt needs, we may consider alternative sources of liquidity, such as reductions in capital spending, or proceeds from the sale of apartment communities.
The combination of non-recourse debt, preferred OP Units, and redeemable noncontrolling interests in a consolidated real estate partnership comprise our total leverage. As of June 30, 2026, the weighted-average remaining term to maturity for our total leverage, inclusive of extension options, was 3.9 years with a weighted-average interest rate of 5.8%, after consideration of our interest rate swaps and interest rate caps.
Changes in Cash, Cash Equivalents, and Restricted Cash
The following discussion relates to changes in consolidated cash, cash equivalents, and restricted cash due to operating, investing, and financing activities, which are presented in our condensed consolidated statements of cash flows in Item 1 of this report. Operating Activities
For the six months ended June 30, 2026, net cash provided by operating activities was $64.1 million. Our operating cash flow is affected primarily by rental rates, occupancy levels, operating expenses related to our portfolio of apartment communities, derivative activity, and changes in working capital items. Cash provided by operating activities for the six months ended June 30, 2026, decreased $2.7 million compared to the same period in 2025, due primarily to a reduction in NOI from sold properties and higher legal expenses.
Investing Activities
For the six months ended June 30, 2026, our net cash provided by investing activities of $51.2 million consisted primarily of proceeds from the dispositions of real estate and unconsolidated real estate partnerships, partially offset by capital expenditures.
For the six months ended June 30, 2025, our net cash provided by investing activities of $197.6 million consisted primarily of proceeds from dispositions of real estate, partially offset by capital expenditures.
Capital expenditures totaled $35.5 million and $58.9 million during the six months ended June 30, 2026 and 2025, respectively. Of these amounts, expenditures anticipated to increase our rental revenues, which include kitchen and bath remodeling and investments in more durable, longer-lived materials, were $13.6 million and $26.5 million, respectively.
Financing Activities
For the six months ended June 30, 2026, net cash used in financing activities of $244.6 million consisted primarily of payments of distributions to the holders of common OP Units, and principal payments and paydowns of non-recourse property debt.
For the six months ended June 30, 2025, net cash used in financing activities of $456.7 million consisted primarily of principal payments and paydowns of non-recourse property debt and payments of distributions to holders of common OP Units, partially offset by proceeds from non-recourse property debt.
Future Capital Needs
We expect to fund any future debt maturities and other capital spending principally with proceeds from apartment community sales, additional borrowings, operating cash flows, and funding from our General Partner and Special Limited Partner. We believe, based on the information available at this time, that we have sufficient cash on hand and access to additional sources of liquidity to meet our operational needs for the next 12 months.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our primary market risks are refunding risk, that is the availability of property debt or other cash sources to refund maturing property debt, and repricing risk, that is the possibility of increases in base interest rates and credit risk spreads. We use working capital to fund short-term uses, with long-term uses expected to be financed by cash from operating activities, proceeds from apartment community sales, and long-term debt. We use derivative financial instruments, principally interest rate swaps, interest rate caps, and treasury rate locks, to reduce our exposure to interest rate risk. We closely monitor the credit quality of the institutions with which we transact.
As of June 30, 2026, on a consolidated basis, we had $1.7 billion of non-recourse fixed-rate property debt and $4.0 billion of non-recourse variable-rate property debt outstanding. As of June 30, 2026, all outstanding variable-rate property debt was economically hedged by interest rate swaps and interest rate caps. These derivative instruments reduce or cap the entirety of our variable-rate exposure at a weighted-average rate of 6.7%. As of June 30, 2026, the capped rate on our interest rate caps is above the prevailing market rate.
After consideration of all outstanding interest rate swaps and our interest rate caps, we estimate that a change in the floating rate of 100-basis points with constant credit risk spreads would increase net income (loss) by $10.1 million or ($8.1) million, respectively, on an annual basis.
As of June 30, 2026, we had $243.1 million of cash and cash equivalents and restricted cash, which may partially mitigate the effect of an increase in variable rates on our variable-rate debt discussed above. As a result, we estimate that a change in the floating rate of 100-basis points with constant credit risk spreads would increase or decrease interest income by $1.6 million on an annual basis.
After consideration of the interest rate swaps, interest rate caps, and cash and cash equivalents and restricted cash described above, we estimate that a change in the floating rate of 100-basis points with constant credit risk spreads would increase net income (loss) by $8.5 million or ($6.5) million, respectively, on an annual basis.
We estimate the fair value of debt instruments as described in Note 9 to the condensed consolidated financial statements in Item 1. The estimated fair value of total indebtedness, including our non-recourse fixed-rate and variable-rate property debt was approximately $5.6 billion as of June 30, 2026. ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The AIR Operating Partnership’s management, with the participation of our co-principal executive officers and co-principal financial officers, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (as amended, the "Exchange Act")) as of the end of the period covered by this report. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on such evaluation, our co-principal executive officers and co-principal financial officers have concluded that, as of the end of such period, our disclosure controls and procedures are effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in the AIR Operating Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, the AIR Operating Partnership’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth under “Commitments and Contingencies” in Note 7 of the condensed consolidated financial statements, included in Part I, Item 1 of this report, is incorporated herein by reference. ITEM 1A. RISK FACTORS
As of the date of this report, there have been no material changes from the risk factors in the AIR Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
The AIR Operating Partnership did not issue any unregistered OP units during the three months ended June 30, 2026.
Repurchases of Equity Securities
The Partnership Agreement generally provides that after holding common OP Units for one year, limited partners have the right to redeem their common OP Units for cash. The following table summarizes the AIR Operating Partnership’s repurchases or redemptions of common OP Units in exchange for cash:
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| Fiscal period | | Total Number of Units Repurchased | | Average Price Paid per Unit | | Total Number of Units Repurchased as Part of Publicly Announced Plans or Programs | | Maximum Number of Units that May Yet Be Repurchased Under Plans or Programs (1) |
| April 1 - April 30, 2026 | | 622 | | | $ | 30.83 | | | N/A | | N/A |
| May 1 - May 31, 2026 (2) | | 1,278 | | | $ | 30.63 | | | N/A | | N/A |
| June 1 - June 30, 2026 | | 2,650 | | | $ | 30.17 | | | N/A | | N/A |
| Total | | 4,550 | | | $ | 30.39 | | | | | |
(1)The terms of the AIR Operating Partnership’s Partnership Agreement do not provide for a maximum number of OP Units that may be repurchased, and other than the express terms of its Partnership Agreement, we have no publicly announced plans or programs of repurchase.
(2)After consideration of the April 2026 distribution, the average price paid per unit equates to AIR Operating Partnership's net asset value of $30.83 during the redemption period.
For additional information regarding the calculation of NAV, please refer to Management's Discussion and Analysis of Financial Condition and Results of Operations included in Part I, Item 2. ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
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EXHIBIT NO. | | DESCRIPTION |
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| 3.1 | | |
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| 3.2 | | |
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| 3.3 | | |
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| 3.4 | | |
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| 31.1 | | |
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| 31.2 | | |
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| 101 | | The following materials from the AIR Operating Partnership’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) condensed consolidated balance sheets; (ii) condensed consolidated statements of operations; (iii) condensed consolidated statements of comprehensive income (loss); (iv) condensed consolidated statements of partners’ capital (deficit); (v) condensed consolidated statements of cash flows; and (vi) notes to condensed consolidated financial statements. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| APARTMENT INCOME REIT, L.P. |
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| By: | AIR-GP LLC, its General Partner |
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| By: | /s/ Molly H.N. Syke |
| | Molly H.N. Syke |
| | Senior Vice President and Chief Accounting Officer |
| | (Principal Accounting Officer) |
Date: August 12, 2026 | | |