Terry Considine - 01 Feb 2022 Form 4 Insider Report for Apartment Income REIT, L.P.

Footnote F1

Taking into account the transactions reported on this form, Mr. Considine has an overall equity stake in the company of 5,929,728 shares, partnership units, and options, the details of which are more fully described in footnotes 2, 3, and 4 below.

Footnote F2

The reporting person holds 3,469 shares directly and 16,000 in a trust for which the reporting person disclaims beneficial ownership. In addition, the reporting person holds 2,858,580 common partnership units and equivalents in Apartment Income REIT, L.P. ("OP Units"). The 2,858,580 OP Units include 270,452 OP Units held directly by the reporting person, 179,735 OP Units held by an entity in which the reporting person has sole voting and investment power, 1,591,672 OP Units held by Titahotwo Limited Partnership RLLLP ("Titahotwo"), an entity for which the reporting person serves as the general partner and holds a 0.5% ownership interest, and 118,148 OP Units held by the reporting person's spouse, for which the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein. This number also includes 114,768 LTIP Units (which are the equivalent of OP Units) and 583,805 LTIP II Units.

Footnote F3

In addition to the shares held directly, the reporting person holds 2,301,122 unvested partnership units, the vesting of which is subject to certain performance criteria. Upon conclusion of the performance period and depending on the results thereof, the reporting person may vest in all, some or none of the performance-based partnership units.

Footnote F4

In addition to the shares held directly, the reporting person holds 750,557 stock options, all of which are vested and exercisable.

Footnote F5

Pursuant to the Seventh Amended and Restated Agreement of Limited Partnership of Apartment Income REIT, L.P. (the "Partnership Agreement"), a holder of LTIP Units or LTIP II Units has the right to convert all or a portion of such holder's vested LTIP or LTIP II Units into Partnership Common Units (as such term is defined in the Partnership Agreement). Pursuant to the Partnership Agreement, holders of Partnership Common Units have the right to require Apartment Income REIT, L.P. to redeem such holder's Partnership Common Units, which redemption may be for Class A Common Stock of Apartment Income REIT Corp. or a cash amount equal to the value of such shares of Class A Common Stock pursuant to the formula set forth in the Partnership Agreement. The form of currency upon redemption is determined in the sole discretion of Apartment Income REIT, L.P.

Footnote F6

Equity Award approved by Compensation and Human Resources Committee in connection with a portion of 2019 long term incentive compensation, price column not applicable. Receipt of the LTIP II Units was subject to satisfaction of total shareholder return criteria over the period compared to specified indices.

Footnote F7

The LTIP II Units vest 50% on February 1, 2022, and 50% on January 29, 2023.

Footnote F8

The LTIP II Units do not expire.