Mid-America Apartment Communities
Annual Report 2021

Plain-text annual report

2021 ANNUAL REPORT Building on Our Momentum MAA Midtown Phoenix, Phoenix, AZ To my fellow shareholders MAA’s performance for calendar year 2021 was strong. Leasing conditions across our markets exceeded our expectations as the demand for apartment housing in our Sunbelt markets continued to increase. Strong job and population growth and resulting higher household formations drove record rent growth for MAA in 2021. As we head into 2022, the exceptional market dynamics of the prior year continue in our footprint. We are building on our momentum to deliver increasing value. Beyond the opportunities for strong rent growth associated with favorable market conditions, we are driving value through creative redevelopment of many of our properties. Our ongoing kitchen and bath upgrade initiative and our repositioning of resident amenity areas, both of which incorporate water and energy efficient fixtures and appliances, will continue to support rent growth, expense savings and resulting profit margin expansion over the coming years. In addition, our expansive LED lighting retrofit project and implementation of new Smart Home technology, that includes automated control of thermostats and lighting as well as leak detection, along with new and expanding virtual leasing capabilities will continue to enhance the resident experience throughout our portfolio and create additional efficiencies in our operations with less waste of our environmental resources. H. Eric Bolton, Jr. Chairman and Chief Executive Officer 28YEARS PUBLIC 19K UNITS REDEVELOPED OVER LAST 3 YEARS 06 MAA Balance Sheet Strength NET DEBT/ADJ EBITDAre* 4.34xMAA 5.56x PEER AVG *Adjusted EBITDAre represents trailing 12-month period ended 12/31/2021. Peer Average includes multifamily peers AVB, CPT, EQR, ESS, UDR. S&P 500 MEMBER COMPANY $703M 2021 DEVELOPMENT & LEASE-UP PIPELINE Consistent Annual Dividend/Share Growth 10-YEAR DIVIDEND RECORD 8 4 3 $ . 8 2 3 $ . 8 0 3 $ . 2 9 2 $ . . 8 7 2 $ 4 6 2 $ . . 1 5 2 $ 4 8 3 $ . 9 6 3 $ . 0 0 4 $ . 0 1 . 4 $ 2011 2021 Our talented team of associates who make these initiatives and our outperformance possible, have done so despite the ongoing challenges surrounding COVID. Although somewhat abated from the previous year, the pandemic continued to impact our residents, associates and operations during 2021. Our dedication to deliver superior service and support for our residents remained strong as we continued to provide a range of services introduced in 2020 for those impacted by the virus including active promotion of federal rent relief programs, rent deferral options and early lease terminations. We also remained active in supporting our associates with their health and safety needs including maintaining our safety protocols and offering education and assistance related to vaccinations and providing time off from work when needed. As we begin calendar year 2022, I am hopeful that the worst of this terrible pandemic is behind us, but we stand prepared to protect and help those who depend on MAA. As the economy and we, as a society, gain lost ground from the last two years, we believe MAA is best positioned to outperform during the recovery cycle for many reasons, including: A Successful and Proven Strategy. Over our 28-year history as a publicly traded apartment REIT we have consistently focused on the high-growth Sunbelt region of the country. While more investment capital is now being drawn to the strong value proposition offered by these markets, we believe MAA’s uniquely diversified strategy, high quality portfolio, proven operating experience and deep insights in operating and growing value in this region of the country will support continued out-performance. Operating Advantages. MAA has execution capabilities that generate clear competitive advantages when compared to others operating across the Sunbelt region. MAA’s larger scale and efficiencies, unique approach to pricing management, significant redevelopment opportunities within our existing portfolio and expanded virtual leasing capabilities support higher future operating margins. A Strong Focus on Technology and Innovation. Providing a seamless and high-quality experience to our residents is an important part of our future growth. Our continued investments in technology to increase customer engagement, service, and satisfaction will not only produce accelerated efficiencies in our operations but will provide additional support to our growing pricing and revenue trends. development platform continues to expand and is poised to deliver significant new value over the next few years. We believe MAA’s long established record of development and performance across the region will drive increasing opportunity for attractive new growth. A Service-Driven Mission and Culture. Underpinning our platform’s strong capabilities is a culture and mind-set anchored with a deep understanding of our responsibilities to drive higher value for all the constituents that depend on our work. This influence behind all our decisions and actions is the strongest and most critical variable in our ability to outperform over the long term. MAA’s long established strategy and approach to creating value are driven by a goal to outperform over the full market cycle, inclusive of both expansion and recessionary phases of the broader economy. As a publicly traded, real estate company structured as a REIT, with the associated dividend performance objectives this entails, a full cycle performance strategy is key to our goal. When compared to the publicly traded apartment REIT Index, MAA’s top tier performance for shareholders over a 1-year, 3-year, 5-year, 10-year, and 20- year period is a testament to this focus and objective. In closing, I want to make note of the loss of our company founder, George Cates, this past year. George entered the apartment industry in 1970, later forming The Cates Company which he ultimately transformed into MAA through a public offering in 1994. Though he retired as CEO in 2001, his passion for service to others, his enthusiasm for MAA and his appreciation for the critical nature that our culture has on our long-term success not only made a deep impression on me, personally, but continue to be the foundation of our culture and are reflected in the compassion and dedication of MAA associates. Our company’s record of long-term outperformance is directly tied to the many things we learned from George. I also want to thank our roughly 2,500 MAA associates and our board of directors for their support and our tremendous results in 2021. And I want to thank you, our loyal investors, who have remained supportive of our strategy and execution over the many years. We look forward to 2022 and the opportunities to drive higher value for those we serve and who depend on MAA. Sincerely, Higher New Growth. Supported by a strong balance sheet with significant capacity for new growth, our new H. Eric Bolton, Jr. Chairman and Chief Executive Officer Sand Lake, Orlando, FL Our Sunbelt AdvantageMAA’s 28 years of Sunbelt strategy and expertise continue to be a differentiator in today’s recovery cycle. Our markets are experiencing tremendous demand and we are in a strong position to capture the opportunities before us to grow value for our stakeholders. 102K Homes 16 States + DC 297 Communities Multifamily Market Multifamily Market and Regional Office Multifamily Market and Corporate Headquarters Multifamily Development Underway UNIQUE DIVERSIFICATION ACROSS THE HIGH-GROWTH SUNBELT REGION* *Map and community data represent the total portfolio including active developments at December 31, 2021. Core AFFO/Share Core FFO/Share MAA-US MSCI US REIT INDEX (RMS) S&P 500 0 3 5 $ . 0 9 5 $ . 5 3 5 $ . 6 9 5 $ . 4 6 5 $ . 6 2 6 $ . . 5 7 5 $ 3 4 6 $ . . 2 3 6 $ 1 0 7. $ 2017 2018 2019 2020 2021 % 7 8 2 . % 8 5 8 . % 1 . 3 4 1-YR % 1 . 8 1 % 3 . 1 1 % 6 6 1 . % 1 7. 1 % 7 0 1 . % 5 9 . 10-YR 20-YR STEADY CORE AFFO & CORE FFO GROWTH 2021 YOY Growth | 9.9%, 9.0% TOTAL SHAREHOLDER RETURNS1 Annualized at 12/31/2021 COMMON EQUITY $27.20B DEBT + PREFERRED $4.56B SECURED DEBT 1.2% UNSECURED DEBT 13.1% PREFERRED EQUITY 0.1% $4.08B COMMON EQUITY 85.6% $15.00B TOTAL CAPITALIZATION2 At 12/31/2021 1 Compounded annual growth rate in share value due to appreciation in price and dividends paid, assuming dividends reinvested. BBB+ Standard & Poor’s Rating Services3 Baa1 Moody’s Investors Service4 BBB+ Fitch Ratings3 CREDIT RATINGS Positive Outlook from All Three Rating Agencies in 2021 2 Common shares and units outstanding multiplied by closing stock price on 12/31/2021, plus total debt outstanding at 12/31/2021, plus Preferred stock ($50 redeemable stock price multiplied by total shares outstanding). 3 Corporate credit rating assigned to MAA and MAALP 4 Corporate credit rating assigned to MAALP, the operating partnership of MAA Note: For definitions of terms used herein, as well as a reconciliation of non-GAAP terms to the most comparable GAAP measure, please refer to our earnings release for the fourth quarter of 2021, which may be found at our website, www.maac.com, under the “For Investors” tab and the “Filings & Financials” and “Quarterly Results” sub-tabs. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ 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 001-12762 (Mid-America Apartment Communities, Inc.) Commission File Number 333-190028-01 (Mid-America Apartments, L.P.) MID-AMERICA APARTMENT COMMUNITIES, INC. MID-AMERICA APARTMENTS, L.P. (Exact name of registrant as specified in its charter) Tennessee (Mid-America Apartment Communities, Inc.) Tennessee (Mid-America Apartments, L.P.) (State or other jurisdiction of incorporation or organization) 62-1543819 62-1543816 (I.R.S. Employer Identification No.) Securities registered pursuant to Section 12(b) of the Act: 6815 Poplar Avenue, Suite 500, Germantown, Tennessee, 38138 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (901) 682-6600 Common Stock, par value $.01 per share (Mid-America Apartment Communities, Inc.) 8.50% Series I Cumulative Redeemable Preferred Stock, $.01 par value per share (Mid-America Apartment Communities, Inc.) MAA MAA*I New York Stock Exchange New York Stock Exchange Title of each class Trading Symbol(s) Name of each exchange on which registered Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Mid-America Apartment Communities, Inc. Mid-America Apartments, L.P. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Mid-America Apartment Communities, Inc. Mid-America Apartments, L.P. Yes ☒ Yes ☐ Yes ☐ Yes ☐ No ☐ No ☒ No ☒ No ☒ 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. Mid-America Apartment Communities, Inc. Mid-America Apartments, L.P. Yes ☒ Yes ☒ No ☐ No ☐ 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). Mid-America Apartment Communities, Inc. Mid-America Apartments, L.P. Yes ☒ Yes ☒ No ☐ No ☐ 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. Mid-America Apartment Communities, Inc. Large accelerated filer ☒ Mid-America Apartments, L.P. Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Mid-America Apartment Communities, Inc. ☒ Mid-America Apartments, L.P. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Mid-America Apartment Communities, Inc. Mid-America Apartments, L.P. Yes ☐ Yes ☐ No ☒ No ☒ The aggregate market value of the 81,749,318 shares of common stock of Mid-America Apartment Communities, Inc. held by non-affiliates was approximately $13.8 billion based on the closing price of $168.42 as reported on the New York Stock Exchange on June 30, 2021. This calculation excludes shares of common stock held by the registrant’s officers and directors and each person known by the registrant to beneficially own more than 5% of the registrant’s outstanding shares, as such persons may be deemed to be affiliates. This determination of affiliate status should not be deemed conclusive for any other purpose. As of February 14, 2022, there were 115,341,027 shares of Mid-America Apartment Communities, Inc. common stock outstanding. There is no public trading market for the partnership units of Mid-America Apartments, L.P. As a result, an aggregate market value of the partnership units of Mid-America Apartments, L.P. cannot be determined. Portions of the proxy statement for the annual shareholders meeting of Mid-America Apartment Communities, Inc. to be held on May 17, 2022 are incorporated by reference into Part III of this report. We expect to file our proxy statement within 120 days after December 31, 2021. Documents Incorporated by Reference MID-AMERICA APARTMENT COMMUNITIES, INC. MID-AMERICA APARTMENTS, L.P. TABLE OF CONTENTS PART I Page Business. Risk Factors. Unresolved Staff Comments. Properties. Legal Proceedings. Mine Safety Disclosures. PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. [Reserved]. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Quantitative and Qualitative Disclosures About Market Risk. Financial Statements and Supplementary Data. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Controls and Procedures. Other Information. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. PART III Directors, Executive Officers and Corporate Governance. Executive Compensation. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Certain Relationships and Related Transactions, and Director Independence. Principal Accountant Fees and Services. Exhibits and Financial Statement Schedules. Form 10-K Summary. PART IV 3 9 23 23 25 25 25 27 27 37 37 37 38 39 39 39 39 39 39 39 40 44 Item 1. 1A. 1B. 2. 3. 4. 5. 6. 7. 7A. 8. 9. 9A. 9B. 9C. 10. 11. 12. 13. 14. 15. 16. Explanatory Note This report combines the Annual Reports on Form 10-K for the year ended December 31, 2021 of Mid-America Apartment Communities, Inc., a Tennessee corporation, and Mid-America Apartments, L.P., a Tennessee limited partnership, of which Mid- America Apartment Communities, Inc. is the sole general partner. Mid-America Apartment Communities, Inc. and its 97.3% owned subsidiary, Mid-America Apartments, L.P., are both required to file annual reports under the Securities Exchange Act of 1934, as amended. Unless the context otherwise requires, all references in this Annual Report on Form 10-K to “MAA” refer only to Mid- America Apartment Communities, Inc., and not any of its consolidated subsidiaries. Unless the context otherwise requires, all references in this report to “we,” “us,” “our,” or the “Company” refer collectively to Mid-America Apartment Communities, Inc., together with its consolidated subsidiaries, including Mid-America Apartments, L.P. Unless the context otherwise requires, all references in this report to the “Operating Partnership” or “MAALP” refer to Mid-America Apartments, L.P. together with its consolidated subsidiaries. “Common stock” refers to the common stock of MAA, “preferred stock” refers to the preferred stock of MAA, and “shareholders” refers to the holders of shares of MAA’s common stock or preferred stock, as applicable. The common units of limited partnership interest in the Operating Partnership are referred to as “OP Units” and the holders of the OP Units are referred to as “common unitholders.” As of December 31, 2021, MAA owned 115,336,876 OP Units (97.3% of the total number of OP Units). MAA conducts substantially all of its business and holds substantially all of its assets, directly or indirectly, through the Operating Partnership, and by virtue of its ownership of the OP Units and being the Operating Partnership’s sole general partner, MAA has the ability to control all of the day-to-day operations of the Operating Partnership. We believe combining the Annual Reports on Form 10-K of MAA and the Operating Partnership, including the notes to the consolidated financial statements, into this report results in the following benefits:    enhances investors’ understanding of MAA and the Operating Partnership by enabling investors to view the business as a whole in the same manner that management views and operates the business; eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure in this report applies to both MAA and the Operating Partnership; and creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or REIT. Management operates MAA and the Operating Partnership as one business. We believe it is important to understand the few differences between MAA and the Operating Partnership in the context of how MAA and the Operating Partnership operate as a consolidated company. MAA and the Operating Partnership are structured as an umbrella partnership REIT, or UPREIT. MAA’s interest in the Operating Partnership entitles MAA to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to MAA’s percentage interest therein and entitles MAA to vote on substantially all matters requiring a vote of the partners. MAA’s only material asset is its ownership of limited partnership interests in the Operating Partnership (other than cash held by MAA from time to time); therefore, MAA’s primary function is acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership from time to time. The Operating Partnership holds, directly or indirectly, all of the real estate assets. Except for net proceeds from public equity issuances by MAA, which are contributed to the Operating Partnership in exchange for limited partnership interests, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, direct or indirect incurrence of indebtedness and issuance of OP Units. The presentation of MAA’s shareholders’ equity and the Operating Partnership’s capital are the principal areas of difference between the consolidated financial statements of MAA and those of the Operating Partnership. MAA’s shareholders’ equity may include shares of preferred stock, shares of common stock, additional paid-in capital, cumulative earnings, cumulative distributions, noncontrolling interests, treasury shares, accumulated other comprehensive income or loss and redeemable common stock. The Operating Partnership’s capital may include common capital and preferred capital of the general partner (MAA), limited partners’ common capital and preferred capital, noncontrolling interests, accumulated other comprehensive income or loss and redeemable common units. Holders of OP Units (other than MAA) may require the Operating Partnership to redeem their OP Units from time to time, in which case the Operating Partnership may, at its option, pay the redemption price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA’s common stock on the New York Stock Exchange, or NYSE, over a specified period prior to the redemption date) or by delivering one share of MAA’s common stock (subject to adjustment under specified circumstances) for each OP Unit so redeemed. 1 In order to highlight the material differences between MAA and the Operating Partnership, this Annual Report on Form 10-K includes sections that separately present and discuss areas that are materially different between MAA and the Operating Partnership, including:     the consolidated financial statements in Item 8 of this report; certain accompanying notes to the consolidated financial statements, including Note 2 - Earnings per Common Share of MAA and Note 3 - Earnings per OP Unit of MAALP; and Note 8 - Shareholders’ Equity of MAA and Note 9 - Partners’ Capital of MAALP; the controls and procedures in Item 9A of this report; and the certifications included as Exhibits 31 and 32 to this report. In the sections that combine disclosures for MAA and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership (directly or indirectly through one of its subsidiaries) is generally the entity that enters into contracts, holds assets and issues debt, management believes this presentation is appropriate for the reasons set forth above and because we operate the business through the Operating Partnership. MAA, the Operating Partnership and its subsidiaries operate as one consolidated business, but MAA, the Operating Partnership and each of its subsidiaries are separate, distinct legal entities. Note Regarding Forward-Looking Statements We consider this and other sections of this Annual Report on Form 10-K to contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to our expectations for future periods. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions or other items related to the future. Such forward-looking statements include, without limitation, statements regarding the potential impact of the ongoing COVID-19 pandemic on our business, statements regarding expected operating performance and results, property stabilizations, property acquisition and disposition activity, joint venture activity, development and renovation activity and other capital expenditures, and capital raising and financing activity, as well as lease pricing, revenue and expense growth, occupancy, interest rate and other economic expectations. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “projects,” “assumes,” “will,” “may,” “could,” “should,” “budget,” “target,” “outlook,” “guidance” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, as described below, which may cause our actual results, performance or achievements to be materially different from the results of operations, financial conditions or plans expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such forward-looking statements included in this report may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. The following factors, among others, could cause our actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements:      the COVID-19 pandemic and measures taken or that may be taken by federal, state and local governmental authorities to combat the spread of the disease; inability to generate sufficient cash flows due to unfavorable economic and market conditions, changes in supply and/or demand, competition, uninsured losses, changes in tax and housing laws or other factors; exposure to risks inherent in investments in a single industry and sector; adverse changes in real estate markets, including, but not limited to, the extent of future demand for multifamily units in our significant markets, barriers of entry into new markets which we may seek to enter in the future, limitations on our ability to increase or collect rental rates, competition, our ability to identify and consummate attractive acquisitions or development projects on favorable terms, our ability to consummate any planned dispositions in a timely manner on acceptable terms, and our ability to reinvest sale proceeds in a manner that generates favorable returns; failure of development communities to be completed within budget and on a timely basis, if at all, to lease-up as anticipated or to achieve anticipated results; unexpected capital needs;   material changes in operating costs, including real estate taxes, utilities and insurance costs, due to inflation and other factors; inability to obtain appropriate insurance coverage at reasonable rates, or at all, or losses from catastrophes in excess of our insurance coverage; ability to obtain financing at favorable rates, if at all, or refinance existing debt as it matures;   2                level and volatility of interest or capitalization rates or capital market conditions; the effect of any rating agency actions on the cost and availability of new debt financing; the effect of the phase-out of the London Interbank Offered Rate, or LIBOR, as a variable rate debt benchmark and the transition to a different benchmark interest rate; significant change in the mortgage financing market or other factors that would cause single-family housing or other alternative housing options, either as an owned or rental product, to become a more significant competitive product; ability to continue to satisfy complex rules in order to maintain our status as a REIT for federal income tax purposes, the ability of the Operating Partnership to satisfy the rules to maintain its status as a partnership for federal income tax purposes, the ability of our taxable REIT subsidiaries to maintain their status as such for federal income tax purposes and our ability and the ability of our subsidiaries to operate effectively within the limitations imposed by these rules; inability to attract and retain qualified personnel; cyber liability or potential liability for breaches of our or our service providers’ information technology systems or business operations disruptions; potential liability for environmental contamination; changes in the legal requirements we are subject to, or the imposition of new legal requirements, that adversely affect our operations; extreme weather, natural disasters, disease outbreaks and other public health events; impact of climate change on our properties or operations; legal proceedings or class action lawsuits; impact of reputational harm caused by negative press or social media postings of MAA’s actions or policies, whether or not warranted; compliance costs associated with numerous federal, state and local laws and regulations; and other risks identified in this Annual Report on Form 10-K, including under the caption “Risk Factors,” and in other reports we file with the Securities and Exchange Commission, or the SEC, or in other documents that we publicly disseminate. New factors may also emerge from time to time that could have a material adverse effect on our business. Except as required by law, we undertake no obligation to publicly update or revise forward-looking statements contained in this Annual Report on Form 10-K to reflect events, circumstances or changes in expectations after the date on which this Annual Report on Form 10-K is filed. PART I Item 1. Business. Overview MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or REIT. We own, operate, acquire and selectively develop apartment communities primarily located in the Southeast, Southwest and Mid-Atlantic regions of the United States. As of December 31, 2021, we maintained full or partial ownership of apartment communities, including communities currently in development, across 16 states and the District of Columbia, summarized as follows: Multifamily Communities (1) Units Consolidated Unconsolidated Total (2) 296 1 297 (3) 99,733 269 100,002 (1) (2) (3) As of December 31, 2021, 33 of the Company’s apartment communities included retail components. Number of communities includes six communities under development as of December 31, 2021. Number of units excludes development units not yet delivered as of December 31, 2021. Our business is conducted principally through the Operating Partnership. MAA is the sole general partner of the Operating Partnership, holding 115,336,876 OP Units, comprising a 97.3% partnership interest in the Operating Partnership as of December 31, 2021. MAA and MAALP were formed in Tennessee in 1993. 3 Business Objectives Our primary business objectives are to generate a sustainable, stable and increasing cash flow that will fund our dividends and distributions through all parts of the real estate investment cycle. To achieve these objectives, we intend to continue to pursue the following goals and strategies:        create value for our shareholders, residents, associates and the communities in which our properties are located; effectively operate our existing properties with an intense property and asset management focus; utilize technology to provide services desired by our residents and create efficiencies and performance advantages in our operations; take an opportunistic approach to buying, selling, developing and renovating apartment communities; diversify our portfolio across markets, submarkets and price points in the geographical areas in which we operate to minimize operating performance volatility; offer attractive work environments, compensation and incentive packages and career development opportunities to attract and retain required talent; and actively manage our balance sheet and capital structure. Operations Our goal is to generate return on investment collectively and in each apartment community by increasing revenues, controlling operating expenses, maintaining high occupancy levels and reinvesting in the income producing capacity of each apartment community as appropriate. The steps taken to meet these objectives include: providing management information and improved customer services through technology innovations; implementing programs to control expenses through investment in cost-saving initiatives; analyzing individual asset productivity performances to identify best practices and improvement areas;     maintaining the physical condition of each property through ongoing capital investments;  improving the “curb appeal,” amenities and common areas of the apartment communities through environmentally- thoughtful landscaping and exterior improvements, and repositioning apartment communities from time to time to enhance or maintain market positions; effectively utilizing search engine optimization, internet leasing solutions and other internet tools to generate leasing traffic;   managing lease expirations to align with peak leasing traffic patterns and to maximize productivity of property staffing; and allocating additional capital, including capital for selective interior and exterior improvements.  We believe that leveraging the strength of enterprise solutions in conjunction with our decentralized operating structure capitalizes on specific market knowledge and provides greater accountability than an entirely centralized structure. To support our operational structure, senior management, along with various asset management functions, are proactively involved in supporting and optimizing property operations and reviewing property management performance through extensive reporting processes and on-site visits. To maximize the amount of information shared between senior management and the properties on a real-time basis, we utilize a web-based property management system. The system contains property and accounting modules that allow for operating efficiencies and continued expense control, provide for various expanded revenue management practices and improve the support provided to on- site property operations. We use a “yield management” pricing program that helps our property managers optimize rental revenues, and we also utilize purchase order and accounts payable software to provide improved controls and management information. Investment in technology continues to drive operating efficiencies in our business and helps us to better meet the changing needs of our residents. Our residents have the ability to conduct business with us 24 hours a day, 7 days a week and complete online leasing applications, leases and renewals through our web-based resident portal. Interacting with our residents through such technology has allowed us to improve resident satisfaction ratings and increase the efficiency of our operating teams. During 2021, our resident portal also provided a safer way to transact business during the COVID-19 pandemic, and we have continued to invest in technology to enable potential residents to examine their future homes both online (virtual touring) or by self-guided tour (self- touring) in addition to the more traditional guided tour. Acquisitions and Development Our external growth strategy is to acquire existing apartment communities, utilize our internal development team to develop our own apartment communities and partner with local developers to develop apartment communities that we will own completely after stabilization, which we refer to as a pre-purchase transaction. Acquisitions and development, along with dispositions, help us achieve and maintain our desired product mix, geographic diversification and asset allocation. Portfolio growth allows for maximizing the efficiency of the existing management and overhead structure. We have extensive experience in the acquisition and development 4 of apartment communities. We will continue to evaluate opportunities that arise, and we will utilize this strategy to increase our number of apartment communities in strong and growing markets. We acquired the following properties during the year ended December 31, 2021: Multifamily Development Acquisitions Novel Daybreak (2) Novel West Midtown (2) (1) (2) Market Salt Lake City, UT Atlanta, GA Units (1) 400 340 Date Acquired April 2021 April 2021 Represents number of units upon completion of the development. This pre-purchase multifamily community development is being developed through a joint venture with a local developer. We own 80% of the joint venture that owns this property. Land Acquisition MAA Westshore Market Tampa, FL Acres 19 Date Acquired June 2021 Development activities may be conducted through entities we wholly-own or through joint ventures with our pre-purchase transaction partners. Typically, fixed price construction contracts are signed with unrelated parties to minimize construction risk. We may also engage in limited expansion development opportunities on existing communities in which we typically serve as the developer. During the year ended December 31, 2021, we incurred $231.6 million in development costs and completed four development projects. The following multifamily projects were under development as of December 31, 2021 (dollars in thousands): Project MAA Westglenn MAA Park Point MAA Windmill Hill Novel Val Vista (1) Novel West Midtown (1) Novel Daybreak (1) Market Denver, CO Houston, TX Austin, TX Phoenix, AZ Atlanta, GA Salt Lake City, UT Total Total Units 306 308 350 317 340 400 2,021 Units Completed 194 222 — — — — 416 Cost to Date $ 80,727 52,466 39,761 36,536 30,262 33,917 $ 273,669 $ Budgeted Cost 84,500 57,000 63,000 72,500 89,500 94,000 $ 460,500 Estimated Cost Per Unit 276 $ 185 180 229 263 235 Expected Completion 1st Quarter 2022 1st Quarter 2022 4th Quarter 2022 2nd Quarter 2023 3rd Quarter 2023 3rd Quarter 2023 (1) This pre-purchase multifamily community development is being developed through a joint venture with a local developer. We own 80% of the joint venture that owns this property. Dispositions We sell apartment communities and other assets that no longer meet our long-term strategy or when market conditions are favorable, and we redeploy the proceeds from those sales to acquire, develop and redevelop additional apartment communities and rebalance our portfolio across or within geographic regions. Dispositions also allow us to realize a portion of the value created through our investments and provide additional liquidity. We are then able to redeploy the net proceeds from our dispositions in lieu of raising additional equity or debt capital. In deciding to sell an apartment community, we consider current market conditions and generally solicit competing bids from unrelated parties for these individual properties, considering the sales price and other key terms of each proposal. We also consider portfolio dispositions when such a structure is useful to maximize proceeds and efficiency of execution. During the year ended December 31, 2021, we disposed of seven multifamily communities totaling 1,905 units, and five land parcels totaling approximately 142 acres. Property Redevelopment and Repositioning Activity We focus on both interior unit upgrades and property amenity and common area upgrades above and beyond routine capital upkeep on our apartment communities that we believe have the ability to support additional rent growth. During the year ended December 31, 2021, we renovated the kitchen and bathroom of 6,360 apartment units at an average cost of $5,893 per apartment unit, achieving average rental rate increases of 12.2% above the normal market rate for similar but non-renovated apartment units. We have installed Smart Home technology (unit entry locks, mobile control of lights and thermostat and leak monitoring) at select apartment communities in order to provide additional resident value and increase rent growth. During the year ended December 31, 2021, we installed smart devices in 23,579 apartment units at an average cost of $1,395 per apartment unit and a projected average monthly rent increase of approximately $25 per unit upon lease renewal or unit turnover. As of December 31, 2021, we have completed installation of the Smart Home technology at nearly one-half of our existing properties and are employing Smart Home technology in all of our new developments. Separately, we continued our property repositioning program to upgrade and reposition the amenity and common areas at select apartment communities. The program includes targeted plans to move all apartment units at the properties to higher rents. For the year ended December 31, 2021, we spent $9.2 million on this program. 5 Portfolio Strategy Our goal is to maintain a diversified, balanced portfolio that we believe provides the optimal path to maximizing operating performance over the full economic cycle. Maintaining a diverse portfolio includes:  Operating apartment communities in a variety of markets across the Southeast, Southwest, and Mid-Atlantic regions of the United States  Operating apartment communities in a variety of submarkets within our markets (urban, suburban, inner loop, etc.)  Operating apartment communities of different product types such as high-rise, mid-rise and garden style  Offering a variety of different rent price points within a market or submarket We believe a diverse portfolio performs well during economic up cycles and weathers economic down cycles better than a more homogenous portfolio. Human Capital As of December 31, 2021, we employed 2,429 associates. Our associates’ time, energy, creativity and passion are essential to our continued success as a company. With respect to our workforce, we focus on driving diversity and inclusion, providing market- competitive pay and benefits to support our associates’ well-being, encouraging our associates’ growth and development, fostering associate engagement and protecting our associates’ health and safety. We respect the privilege of providing value to those whose lives we touch. We call this outlook our “Brighter View.” To achieve these objectives, we use our Core Values to guide the way we interact with each other and conduct business by:     appreciating the uniqueness of each individual; communicating openly and with integrity; embracing opportunities; and doing the right thing at the right time for the right reasons. Diversity, Equity and Inclusion We strive to recruit, develop and retain a talented and diverse workforce that mirrors the diversity of our residents and the communities where we do business. We are committed to an inclusive working environment that not only values diversity in ideas and opinions, but also fosters a sense of belonging and connection where associates feel recognized and appreciated regardless of individual differences. Our goal through these efforts is to support and promote inclusive diversity, equal opportunity and fair treatment for all those working at the company and as a result create more value for all the constituents we serve. Our Inclusive Diversity Council is comprised of individuals across all areas of our company whose aim is to cultivate conversations, expand education and examine our practices surrounding diversity and inclusion. This group works collaboratively with our Chief Executive Officer and other members of our executive team to ensure our policies and actions are guided by our culture of inclusivity and are free from discriminatory practices and bias. We recruit from a diverse range of sources including historically Black colleges and universities as well as technical/trade schools. As of December 31, 2021, ethnic/cultural minorities represented approximately 49% of our workforce, 37% of our collective corporate, regional and property leadership positions and 52% of our associates promoted during the year ended December 31, 2021. Also, as of December 31, 2021, females represented approximately 46% of our workforce, 55% of our collective corporate, regional and property leadership positions and 57% of our associates promoted during the year ended December 31, 2021, representing a 1% increase from the year ended December 31, 2020. We intend to continue using a combination of targeted recruiting, talent development and internal promotion strategies to expand the diversity of our employee base across all roles and functions. Well-being and Development We take a comprehensive approach to supporting our associates’ physical and emotional health as well as their financial and professional well-being. Our associates are eligible for medical, dental and vision insurance, life and disability insurance, various wellness programs, an employee assistance program, for which we pay part or all the cost, as well as other benefits. We strive to maintain an equitable compensation program for performance, designed to reward competitive levels of compensation based on employee contributions, performance and qualifications. We offer a 401(k) savings plan with an employer match as well as educational support for savings strategies. We also offer discounted rent to associates, parental leave and financial assistance with adoption expenses as well as grant up to three scholarships for associates’ dependents each year. Our training and development programs are designed to provide continuous learning for associates in the flow of their workday. Additionally, we encourage and provide financial assistance to our eligible associates to seek education and certification outside of the company through both apartment associations and accredited educational institutions. We encourage our associates to “embrace opportunities” including developing skills and knowledge needed for increased responsibilities as they promote within the Company. 6 Communication and Engagement It is our goal to communicate authentically with our associates in a way that is clear, credible and compassionate. We understand effective communication must flow both ways, and we strive to continuously improve our efforts to appropriately engage our associates so that as a team we can successfully complete our mission. Our internal communications function aims to provide associates the information they need in a timely, focused, relevant and consistent manner using the most appropriate channels available. It is also important that we maintain an active dialogue with our associates, and they have multiple channels to be seen and heard. We periodically conduct a comprehensive survey to measure associate engagement and pulse checks to capture topical feedback to guide current programs, projects and progress. We also conduct an annual review process to provide an opportunity for each associate to build mutual understanding with leadership, gain self-discovery and learn about possible avenues for growth. We encourage a work environment where ideas, problems and solutions can be discussed with immediate managers and other management personnel. Associates may also use our company intranet as a means of submitting feedback. Health and Safety Since the beginning of the COVID-19 pandemic, we have been committed to protecting our associates, residents and guests while balancing the needs of the business. In 2021, we continued to follow our COVID-19 Workplace Health and Safety Guidelines and made amendments as needed to respond to U.S. Centers for Disease Control and Prevention guidelines and directives from state and local governmental authorities. We also continued to offer several measures to support our associates’ overall well-being, including supplemental leave and sick time policies, additional COVID-19 paid time off and coverage for COVID-19 testing and vaccination under our health plan. Following U.S. Federal Food and Drug Administration approvals of COVID-19 vaccines, and later, the booster shots, we encouraged, but did not require, our associates to take advantage of available vaccines and offered financial incentives for associates who got vaccinated and boosted against COVID-19. The combination of all of these measures have allowed us to maintain our onsite workforce during 2021, which we believe has alleviated disruption to our operations and the challenge of reintegrating a long-term remote workforce back to traditional pre-pandemic working conditions. Capital Structure We use a combination of debt and equity sources to fund our business objectives. We focus on maintaining access, flexibility and low costs, which we believe allows us to proactively support normal business operations and source potential investment opportunities in the marketplace. We structure our debt maturities to avoid disproportionate exposure in any given year. Our primary debt financing strategy is to access the unsecured debt markets to provide our debt capital needs, but we also maintain a limited amount of secured debt and maintain our access to both the secured and unsecured debt markets for maximum flexibility. We also believe that we have significant access to the equity capital markets. As of December 31, 2021, 14.2% of our total market capitalization consisted of debt borrowings, including 13.1% under unsecured borrowings and 1.1% under secured borrowings. We currently intend to target our total debt, net of cash held, to a range of approximately 30% to 36% of our adjusted total assets (as defined in the covenants for the bonds issued by MAALP). Our charter and bylaws do not limit our debt levels and our Board of Directors can modify this policy at any time. We may issue new equity to maintain our debt within the target range. Covenants for our unsecured senior notes limit our total debt to 60% or less of our adjusted total assets. As of December 31, 2021, our total debt was approximately 29.8% of our adjusted total assets. We continuously review opportunities for lowering our cost of capital. We plan to continue using unsecured debt to take advantage of the lower cost of capital and flexibility provided by these markets. We will evaluate opportunities to repurchase shares when we believe that our share price is significantly below our net present value. We also look for opportunities where we can acquire or develop apartment communities, selectively funded or partially funded by sales of equity securities, when appropriate opportunities arise. We focus on improving the net present value of our investments by generating cash flow from our portfolio of assets above the estimated total cost of debt and equity capital. We routinely make new investments when we believe it will be accretive to shareholder value over the life of the investments. Competition and Market Demand Our apartment communities are located in areas that include other apartment communities. Occupancy and rental rates are affected by the number of competitive apartment communities in a particular area. The owners of competing apartment communities may have greater resources than us, and the managers of these apartment communities may have more experience than our management. Moreover, single-family rental housing, manufactured housing, condominiums and the new and existing home markets provide housing alternatives to potential residents of apartment communities. Competition for new residents is generally intense across all of our markets. Some competing apartment communities offer features that our apartment communities do not have or may be deemed to be in a more desirable location within the market. Competing apartment communities can use concessions or lower rents to obtain temporary competitive advantages. Also, some competing apartment communities are newer than our apartment communities, may have different amenities or otherwise be more attractive to a prospective resident. The competitive position of each apartment community is different depending upon many factors including submarket supply and demand. In addition, other real estate 7 investors compete with us to acquire existing properties and to develop new properties. These competitors include insurance companies, pension and investment funds, public and private real estate companies, investment companies and other public and private apartment REITs, some of which may have greater resources, greater ability to utilize leverage or lower capital costs than we do. We believe, however, that we are generally well-positioned to compete effectively for residents and acquisition and development opportunities. We believe our competitive advantages include:      a fully integrated organization with property management, development, redevelopment, acquisition, marketing, sales and financing expertise; scalable operating and support systems, which include automated systems to meet the changing technological needs of our residents and associates; access to a wide variety of debt and equity capital sources; geographic diversification with a presence in 36 defined markets across the Southeast, Southwest and Mid-Atlantic regions of the United States; and significant presence in many of our major markets that allows us to be a local operating expert and offer varying location options within a market to meet a variety of prospective resident preferences. Moving forward, we plan to continue our focus on optimizing lease expiration management, current and prospective resident engagement, expense control and resident retention efforts and also to align employee incentive plans with our performance. We also plan to continue to make capital improvements to both our apartment communities and individual units on a regular basis to maintain a competitive position. We believe this plan of operation, coupled with the portfolio’s strengths in targeting residents across a geographically diverse platform, should position us for continued operational growth. For information regarding trends in market demand, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Trends” in this Annual Report on Form 10-K. Environmental Matters As a part of our standard apartment community acquisition and development processes, we generally obtain environmental studies of the sites from outside environmental engineering firms. The purpose of these studies is to identify potential sources of contamination at the site and to assess the status of environmental regulatory compliance. These studies generally include historical reviews of the site, reviews of certain public records, preliminary investigations of the site and surrounding properties, inspection for the presence of asbestos, poly-chlorinated biphenyls and underground storage tanks and the preparation and issuance of written reports. Depending on the results of these studies, more invasive procedures, such as soil sampling or ground water analysis, may be performed to investigate potential sources of contamination. These studies must be satisfactorily completed before we take ownership of an acquisition or development property; however, no assurance can be given that the studies or additional documents reviewed identify all significant environmental risks. See “Risk Factors – Environmental problems are possible and can be costly” and “Risk Factors – Compliance or failure to comply with laws and regulations could have an adverse effect on our operations and the values of our properties” in this Annual Report on Form 10-K. The environmental studies we received on properties that we have acquired have not revealed any material environmental liabilities. Should any potential environmental risks or conditions be discovered during our due diligence process, the potential costs of remediation will be assessed carefully and factored into the cost of acquisition, assuming the identified risks and factors are deemed to be manageable and within reason. We are not aware of any existing conditions that we believe would be considered a material environmental liability. Nevertheless, it is possible that the studies do not reveal all environmental risks or that there are material environmental liabilities of which we are not aware. Moreover, no assurance can be given concerning future laws, ordinances or regulations, or the potential introduction of hazardous or toxic substances by neighboring properties or residents. Government Regulations We must own, operate, manage, acquire, develop and redevelop our properties in compliance with the laws and regulations of the United States, as well as state and local laws and regulations in the markets where our properties are located, which may differ among jurisdictions. In response to the COVID-19 pandemic, federal governmental authorities, as well as state and local governmental authorities in jurisdictions where our properties are located, implemented laws and regulations which impacted our ability to operate our business in the ordinary course, including our ability to charge certain fees, increase rents and evict residents who violate their lease. These governmental requirements, along with the COVID-19 pandemic, had an impact on our operations in the year ended December 31, 2021, and any reinstatement of similar requirements in response to the pandemic could effect our results of operations for the year ending December 31, 2022. Otherwise, we do not expect that compliance with the various laws and regulations we are subject to will have a material effect on our capital expenditures, results of operations and competitive position for the year ending December 31, 2022 as compared to prior periods. 8 For additional information, see “Risk Factors – The COVID-19 pandemic has materially impacted and may continue to materially impact our business, and our financial condition, results of operations and cash flows could be materially adversely affected by factors relating to the pandemic,” “Risk Factors – Environmental problems are possible and can be costly” and “Risk Factors – Compliance or failure to comply with laws and regulations could have an adverse effect on our operations and the values of our properties” in this Annual Report on Form 10-K. Qualification as a Real Estate Investment Trust MAA has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or the Code. To continue to qualify as a REIT, MAA must continue to meet certain tests which, among other things, generally require that our assets consist primarily of real estate assets, our income be derived primarily from real estate assets and that we distribute at least 90% of our REIT taxable income (other than our net capital gains) to our shareholders annually. If MAA maintains its qualification as a REIT, MAA generally will not be subject to U.S. federal income taxes at the corporate level on its net income to the extent it distributes such net income to its shareholders annually. Even if MAA continues to qualify as a REIT, it will continue to be subject to certain federal, state and local taxes on its income and its property. For the year ended December 31, 2021, MAA paid total distributions of $4.10 per share of common stock to its shareholders, which was above the 90% REIT distribution requirement and was in excess of REIT taxable income. Website Access to Our Reports MAA and the Operating Partnership file combined periodic reports with the SEC. Our Annual Reports on Form 10-K, along with our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, are available on our website at https://www.maac.com as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Reference to our website does not constitute incorporation by reference of the information contained on the site and should not be considered part of this Annual Report on Form 10-K. All of the aforementioned materials may also be obtained free of charge by contacting our Investor Relations Department, 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138. Item 1A. Risk Factors. In addition to the other information contained in this Annual Report on Form 10-K, we have identified the following risks and uncertainties that may have a material adverse effect on our business prospects, financial condition or results of operations. Investors should carefully consider the risks described below before making an investment decision. Our business faces significant risks and the risks described below may not be the only risks we face. Additional risks that are not presently known to us, that we currently believe are immaterial or that could apply generically to any company may also significantly impact our business operations. If any of these risks occur, our business prospects, financial condition or results of operations could suffer, the market price of our stock and the trading price of our debt securities could decline and you could lose all or part of your investment in our stock or debt securities. Risks Related to Our Real Estate Investments and Our Operations The COVID-19 pandemic has materially impacted and may continue to materially impact our business, and our financial condition, results of operations and cash flows could be materially adversely affected by factors relating to the pandemic. In March 2020, the World Health Organization characterized COVID-19 as a pandemic, and the President of the United States proclaimed that the COVID-19 outbreak in the United States constituted a national emergency. Extraordinary actions were taken by federal, state and local governmental authorities to combat the spread of COVID-19, including issuance of “stay-at-home” directives and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. While many of the restrictions have eased across the country, the pandemic has not yet been contained in the United States and some areas have re-imposed closures and other restrictions due to increased rates of COVID-19 cases. No assurance can be given that these new closures and restrictions will not continue to occur. The emergence of new and more easily transmitted variants of COVID-19, such as the Delta and Omicron variants, have resulted in a longer-term impact of the restrictions employed to control the COVID-19 pandemic, which have combined to produce significant effects on the job market, supply-chain and materials pricing. In addition, there have been and may continue to be downstream effects of widespread long-term remote working conditions, academic and childcare disruption, and various financial aid measures employed by government sectors. It is unknown which of these effects will be temporary, which will have a long-term impact and what negative impacts or risks may result. Our ability to lease our apartments and collect rental revenues is dependent upon national, regional and local economic conditions, particularly unemployment levels and personal income levels. As unemployment rises and incomes fall, fewer people, including both current and prospective residents, may be able to afford our apartment communities, and it may be difficult for some of our residents to make timely rental payments to us under their leases. 9 The persistence of the COVID-19 pandemic and restrictions intended to prevent its spread could have significant adverse impacts on our business, financial condition, results of operations and cash flows that are difficult to predict. Such adverse impacts will depend on, among other factors:              our residents’ ability or willingness to pay rent in full on a timely basis; federal, state, local and industry-initiated efforts that may adversely affect the ability of landlords, including us, to collect rent and customary fees, adjust rental rates and enforce remedies for the failure to pay rent, such as the various orders that were issued by governmental authorities and public officials to temporarily halt residential evictions to prevent further spread of COVID-19; the legacy of the regulatory focus on landlords during the pandemic as distinguished from other providers of essential services; our ability to renew leases or relet units on favorable terms, or at all, including as a result of unfavorable economic and market conditions in those markets where our apartment communities are located; our ability to lease or relet units due to social distancing or other restrictions that may frustrate our leasing activities; our ability to successfully complete the lease-up of properties in our lease-up portfolio and attain expected rental and occupancy rates due to social distancing or other restrictions that may frustrate our leasing activities; our ability to continue our apartment unit redevelopment programs and attain increased rental rates for renovated or upgraded units due to social distancing or other restrictions; our ability to complete the construction of properties in our development portfolio on schedule and on budget due to social distancing or other restrictions, labor shortages, supply chain disruptions and escalating labor and material costs; the impact of supply chain disruptions and inflationary pressures on our normal business operations, including repair and maintenance work and unit renovations and upgrades; severe and prolonged disruption and instability in the financial markets, including the debt and equity capital markets, which have already experienced and may continue to experience significant volatility, or deteriorations in credit and financing conditions (or a refusal or failure of one or more lenders under our unsecured revolving credit facility to fund their respective financing commitment to us), which may affect our ability to access capital necessary to fund our business operations or refinance maturing debt on a timely basis, on attractive terms, or at all, which would adversely affect our ability to meet liquidity and capital expenditure requirements; sustained stock market volatility that negatively affects the market price of our securities, including market conditions unrelated to our operating performance or prospects; the impact on our workforce of any vaccine mandate implemented by governmental authorities, which could result in employee attrition; and our ability to manage our business to the extent our management or other personnel are impacted in significant numbers by the COVID-19 pandemic and are not willing, available or allowed to conduct work. The ongoing COVID-19 pandemic and the current economic, financial and capital markets environment present material risks and uncertainties for us. The extent of the impact that the COVID-19 pandemic will have on our business, financial condition, results of operation and cash flows will depend largely on future developments relating to the duration and scope of the COVID-19 pandemic in the United States, including the continued emergence, persistence, severity and transmissibility of variants of the virus, the efficacy of vaccines, the pace at which governmental restrictions are eased or lifted and the implementation of new or additional mitigation efforts by governmental authorities to control the spread of the disease, such as “stay-at-home” orders, business closures and vaccine mandates. To the extent the COVID-19 pandemic adversely affects our business, financial condition, results of operation and cash flows, it may also have the effect of heightening many of the other risks described in this Annual Report on Form 10-K. In addition, if in the future there is an outbreak of another highly infectious or contagious disease or similar public health crisis, we would be subject to similar risks as posed by the COVID-19 pandemic. 10 Unfavorable market and economic conditions could adversely affect occupancy levels, rental revenues and the value of our properties. Unfavorable market and economic conditions in the areas in which we operate may significantly affect our occupancy levels, our rental rates and collections, the value of our properties and our ability to acquire or dispose of apartment communities on economically favorable terms. Our ability to lease our apartment communities at favorable rates is adversely affected by the increase in supply in the multifamily and other rental markets and is dependent upon the overall level in the economy, which is adversely affected by, among other things, job losses and unemployment levels, personal debt levels, a downturn in the housing market, stock market volatility, inflationary conditions and uncertainty about the future. Some of our major expenses generally do not decline when related rents decline. We would expect that declines in our occupancy levels, rental revenues and/or the values of our apartment communities would cause us to have less cash available to make payments on our debt and to make distributions, which could adversely affect our financial condition or the market value of our securities. Factors that may affect our occupancy levels, our rental revenues and/or the value of our apartment communities include the following, among others:         downturns in global, national, regional and local economic conditions, particularly increases in unemployment; declines in mortgage interest rates and home pricing, making alternative housing more affordable; government or builder incentives with respect to home ownership, making alternative housing options more attractive; local real estate market conditions, including oversupply of apartments or other housing available for rent, or a reduction in demand for apartments in the area; declines in the financial condition of our residents, which may make it more difficult for us to collect rents from some residents; declines in market rental rates; declines in household formation; and increases in operating costs, if these costs cannot be passed through to our residents. Failure to generate sufficient cash flow could limit our ability to make payments on our debt and to make distributions. Our ability to make payments on our debt and to make distributions depends on our ability to generate cash flow in excess of operating costs and capital expenditure requirements and/or to have access to the markets for debt and equity financing. Our funds from operations may be insufficient because of factors that are beyond our control. Such events or conditions could include:  weakness in the general economy, which lowers job growth and the associated demand for apartment housing;   competition from other apartment communities; overbuilding of new apartments or oversupply of available apartments or alternative housing options (i.e. condominiums or single-family houses for rent or sale) in our markets, which might adversely affect occupancy or rental rates and/or require rent concessions in order to lease apartments; increases in operating costs (including real estate taxes, utilities and insurance premiums) due to inflation and other factors, which may not be offset by increased rental rates; inability to initially, or subsequently after lease terminations, rent apartments on favorable economic terms; changes in governmental regulations and the related costs of compliance; the enactment of rent control or rent stabilization laws in the areas in which we operate or other laws regulating multifamily housing; other changes in laws, including, but not limited to, tax laws and housing laws; an uninsured loss, including those resulting from a catastrophic storm, earthquake or act of terrorism; changes in interest rate levels and the availability of financing, borrower credit standards and down-payment requirements which could lead renters to purchase homes (if interest rates decrease and home loans are more readily available) or increase our acquisition and operating costs (if interest rates increase and financing is less readily available); and the relative illiquidity of real estate investments.         At times, we have relied on external funding sources to fully fund the payment of distributions to shareholders and our capital investment program, including our existing property developments. While we have sufficient liquidity to permit distributions at current rates through additional borrowings, if necessary, any significant and sustained deterioration in operations could result in our financial resources being insufficient to make payments on our debt and to make distributions at the current rate, in which event we would be required to reduce the distribution rate. Any decline in our funds from operations could adversely affect our ability to make distributions or to meet our loan covenants and could have a material adverse effect on our stock price or the trading price of our debt securities. 11 We are dependent on a concentration of our investments in a single asset class, making our results of operations more vulnerable to a downturn or slowdown in the sector or other economic factors. As of December 31, 2021, substantially all of our investments are concentrated in the multifamily sector. As a result, we will be subject to risks inherent in investments in a single type of property. A downturn or slowdown in the demand for multifamily housing may have more pronounced effects on our results of operations or on the value of our assets than if we had diversified our investments into more than one asset class. Our operations are concentrated in the Southeast, Southwest and Mid-Atlantic regions of the United States; we are subject to general economic conditions in the regions in which we operate. As of December 31, 2021, approximately 40.5% of our portfolio was located in our top five markets: Atlanta, Georgia; Dallas, Texas; Austin, Texas; Orlando, Florida; and Charlotte, North Carolina. In addition, our overall operations are concentrated in the Southeast, Southwest and Mid-Atlantic regions of the United States. Our performance could be adversely affected by economic conditions in, and other factors relating to, these geographic areas, including supply and demand for apartments in these areas, zoning and other regulatory conditions and competition from other communities and alternative forms of housing. In particular, our performance is disproportionately influenced by job growth and unemployment. To the extent the economic conditions, job growth and unemployment in any of these markets deteriorate or any of these areas experiences natural disasters, the value of our portfolio, our results of operations and our ability to make payments on our debt and to make distributions could be adversely affected. Substantial competition among apartment communities and real estate companies may adversely affect our revenues and acquisition and development opportunities. There are numerous other apartment communities and real estate companies, some of which may have greater financial and other resources than we have, within the market area of each of our communities that compete with us for residents and acquisition and development opportunities. The number of competitive apartment communities and real estate companies in these areas could have a material effect on (1) our ability to rent our apartments and generate revenues, and (2) acquisition and development opportunities. The activities of these competitors could cause us to pay higher prices for new properties than we otherwise would have paid or may prevent us from purchasing desired properties at all, which could have a material adverse effect on us and our ability to make payments on our debt and to make distributions. Failure to succeed in new markets may have adverse consequences on our performance. We may make acquisitions outside of our existing market areas if appropriate opportunities arise. Our historical experience in our existing markets does not ensure that we will be able to operate successfully in new markets, should we choose to enter them. We may be exposed to a variety of risks if we choose to enter new markets, including an inability to accurately evaluate local market conditions and local economies, to identify appropriate acquisition opportunities, to hire and retain key personnel and a lack of familiarity with local governmental and permitting procedures. In addition, we may abandon opportunities to enter new markets that we have begun to explore for any reason and may, as a result, fail to recover expenses already incurred. Environmental problems are possible and can be costly. Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances in, on, around or under such property. Such laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of, or failure to properly remediate, hazardous, toxic substances or petroleum product releases may adversely affect the owner’s or operator’s ability to sell or rent the affected property or to borrow using the property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of hazardous or toxic substances at a disposal or treatment facility, whether or not the facility is owned or operated by the person. Certain environmental laws impose liability for the release of asbestos-containing materials into the air, and third parties may also seek recovery from owners or operators of real property for personal injury associated with asbestos- containing materials and other hazardous or toxic substances. Federal and state laws also regulate the operation and subsequent removal of certain underground storage tanks. In connection with the current or former ownership (direct or indirect), operation, management, development or control of real property, we may be considered an owner or operator of such apartment communities or as having arranged for the disposal or treatment of hazardous or toxic substances and, therefore, may be potentially liable for removal or remediation costs, as well as certain other costs, including governmental fines, and claims for injuries to persons and property. 12 Our current policy is to obtain a Phase I environmental study on each apartment community that we seek to acquire or develop, which generally does not involve invasive techniques such as soil or ground water sampling, and to proceed accordingly. We cannot assure you, however, that the Phase I environmental studies or other environmental studies undertaken with respect to any of our current or future apartment communities will reveal:     all or the full extent of potential environmental liabilities; that any prior owner or operator of a property did not create any material environmental condition unknown to us; that a material environmental condition does not otherwise exist as to any one or more of such apartment communities; or that environmental matters will not have a material adverse effect on us and our ability to make payments on our debt and to make distributions. Certain environmental laws impose liability on a previous owner of property to the extent that hazardous or toxic substances were present during the prior ownership period. A transfer of the property does not relieve an owner of such liability. Thus, we may have liability with respect to apartment communities previously sold by our predecessors or by us. There have been a number of lawsuits against owners and operators of multifamily apartment communities alleging personal injury and property damage caused by the presence of mold in residential real estate. Some of these lawsuits have resulted in substantial monetary judgments or settlements. Insurance carriers have reacted to these liability awards by excluding mold-related claims from standard policies and pricing mold endorsements separately. We have obtained a separate pollution insurance policy that covers mold-related claims and have adopted programs designed to minimize the existence of mold in any of our apartment communities as well as guidelines for promptly addressing and resolving reports of mold. To the extent not covered by our pollution policy, the presence of mold could expose us to liability from residents and others if property damage or health concerns, or allegations thereof, arise. Our business and operations are subject to physical and transition risks related to climate change. Many of our apartment communities are located along or near coastal areas. To the extent climate change causes changes in weather patterns, areas where many of our communities are located could experience more frequent and intense extreme weather events and rising sea levels, which may cause significant damage to our properties, disrupt our operations and adversely impact our residents. Over time, such conditions could result in reduced demand for housing in areas where our communities are located and increased costs related to further developing our communities to mitigate the effects of climate change or repairing damage related to the effects of climate change that may or may not be fully covered by insurance. Likewise, such conditions also may negatively impact the types and pricing of insurance we are able to procure. Changes in federal, state and local laws and regulations on climate change could result in increased operating costs and/or capital expenditures to improve the energy efficiency of our existing communities and could also require us to spend more on our new development communities without a corresponding increase in rental revenues. For example, various laws and regulations have been implemented or are under consideration to mitigate the effects of climate change caused by greenhouse gas emissions. Among other things, “green” building codes may seek to reduce emissions through the imposition of standards for design, construction materials, water and energy usage and efficiency and waste management. The imposition of such requirements could increase the costs of maintaining or improving our existing communities (for example by requiring retrofits of existing communities to improve their energy efficiency and/or resistance to inclement weather) and developing new communities without creating corresponding increases in rental revenues, which would have an adverse impact on our operating results. Operations from new acquisitions, development projects and redevelopment activities may fail to perform as expected. We intend to acquire, develop and redevelop apartment communities as part of our business strategy. Newly acquired, developed or renovated properties may not perform as we expect. We may also overestimate the revenue (or underestimate the expenses) that a new or repositioned property may generate. The occupancy rates and rents at these properties may fail to meet our expectations underlying our investment. In addition, with respect to acquisitions, we may be unable to quickly and efficiently integrate acquired apartment communities and new personnel into our existing operations, and the failure to successfully integrate those apartment communities or personnel would result in inefficiencies that could adversely affect our expected return on our investments. Likewise, we may acquire properties that are subject to liabilities or that have problems relating to environmental condition, state of title, physical condition or compliance with zoning laws, building codes or other legal requirements and in each case, our acquisition may be without any, or with only limited, recourse with respect to unknown liabilities or conditions and we may be obligated to pay substantial sums to settle or cure it, which could adversely affect our cash flow and operating results. 13 We are subject to certain risks associated with selling apartment communities, which could limit our operational and financial flexibility. We plan to sell apartment communities that no longer meet our long-term strategy. However, adverse market conditions could limit our ability to sell properties when we want and to change our portfolio promptly to meet our strategic objectives. Likewise, federal tax laws applicable to REITs limit our ability to profit on the sale of properties, and this limitation could prevent us from selling properties when market conditions are favorable. From time to time, we may dispose of properties in transactions intended to qualify as “like-kind exchanges” under Section 1031 of the Code. If a transaction intended to qualify as a Section 1031 exchange is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of real properties on a tax deferred basis. Development and construction risks could impact our profitability. As of December 31, 2021, we had six development communities under construction representing 2,021 units once complete. We may make further investments in these and other development communities as opportunities arise and may do so through joint ventures with unaffiliated parties. Our development and construction activities are subject to the following risks:  we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, which could result in increased development costs, could delay initial occupancy dates for all or a portion of a development community and could require us to abandon our activities entirely with respect to a project for which we are unable to obtain permits or authorizations;   we may be unable to obtain financing for development activities under favorable terms, which could cause a delay in construction resulting in increased costs, decreases in revenue and potentially cause us to abandon the opportunity; yields may be less than anticipated as a result of delays in completing projects, costs that exceed budget, higher than expected concessions for lease-up and lower rents than initially estimated; bankruptcy of developers in our development projects could impose delays and costs on us with respect to the development of our communities and may adversely affect our financial condition and results of operations;   we may abandon development opportunities that we have already begun to explore, and we may fail to recover expenses already incurred in connection with exploring such opportunities;  we may be unable to complete construction and lease-up of an apartment community on schedule, or incur development or construction costs that exceed our original estimates and we may be unable to charge rents that would compensate for any increase in such costs; occupancy rates and rents at a newly developed apartment community may fluctuate depending on a number of factors, including market and economic conditions, preventing us from meeting our profitability goals for that community;  when we sell to third parties apartment communities or properties that we developed or renovated, we may be subject to    warranty or construction defects that are uninsured or exceed the limit of our insurance; our failure to successfully enter into a joint venture agreement may prohibit an otherwise advantageous investment if we cannot raise the money through other means; and adoption of laws and regulations designed to address climate change and its effects, including, for example, “green” building codes, could increase our costs of development and cause delays in the construction of our development communities. Increasing real estate taxes, utilities and insurance premiums may negatively impact operating results. As a result of our substantial real estate holdings, the cost of real estate taxes, utilities and insuring our apartment communities is a significant component of expense. Real estate taxes, utilities and insurance premiums are subject to significant increases and fluctuations, which can be widely outside of our control. For example, the potential impact of climate change and the increased risk of extreme weather events and natural disasters could cause a significant increase in our insurance premiums and adversely affect the availability of coverage. If the costs associated with real estate taxes, utilities and insurance premiums should rise, without being offset by a corresponding increase in revenues, our results of operations could be negatively impacted, and our ability to make payments on our debt and to make distributions could be adversely affected. Short-term leases expose us to the effects of declining market rents and we may be unable to renew leases or relet units as leases expire. Our apartment leases are generally for a term of one year or less. The short-term nature of these leases generally serves to reduce our risk to adverse effects of inflation as our leases allow for adjustments in the rental rate at the time of renewal, which may enable us to seek rent increases. However, since our leases typically permit the residents to leave at the end of the lease term without penalty, our revenues are impacted by declines in market rents more quickly than if our leases were for longer terms. If we are unable to promptly renew the leases or relet the units, or if the rental rates upon renewal or reletting are significantly lower than expected rates, then our financial condition and results of operations may be adversely affected. 14 We rely on information technology systems in our operations, and any breach or security failure of those systems could materially adversely affect our business, financial condition, results of operations and reputation. We rely on proprietary and third-party information technology systems to process, transmit and store information and to manage or support our business processes. We store and maintain confidential financial and business information regarding us and persons with whom we do business on our information technology systems. We also collect and hold personally identifiable information of our residents and prospective residents in connection with our leasing and property management activities, and we collect and hold personally identifiable information of our employees in connection with their employment. In addition, we engage third-party service providers that may collect and hold personally identifiable information of our residents, prospective residents and employees in connection with providing business services to us, including web hosting, property management, leasing, accounting, payroll and benefit services. The protection of the information technology systems on which we rely is critically important to us. We take steps, and generally require third-party service providers to take steps, to protect the security of the information maintained in our and our service providers’ information technology systems, including the use of systems, software, tools and monitoring to provide security for processing, transmitting and storing of the information. However, we face risks associated with breaches or security failures of the information technology systems on which we rely, which could result from, among other incidents, cyber-attacks or cyber-intrusions over the internet, malware, computer viruses or employee error or misconduct. This risk of a data breach or security failure, particularly through cyber-attacks or cyber-intrusion, has generally increased due to the rise in new technologies and the increased sophistication and activities of the perpetrators of attempted attacks and intrusions. The security measures put in place by us and our service providers cannot provide absolute security and there can be no assurance that we or our service providers will not suffer a data security incident in the future, that unauthorized parties will not gain access to sensitive information stored on our or our service providers’ systems, that such access will not, whether temporarily or permanently, impact, interfere with or interrupt our operations, or that any such incident will be discovered in a timely manner. Even the most well-protected information, networks, systems and facilities remain potentially vulnerable as the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed to not be detected and, in fact, may not be detected. In addition, third-party information technology providers may not provide us with fixes or updates to hardware or software in a manner as to avoid an unauthorized loss or disclosure or to address a known vulnerability, which may subject us to known threats or downtime as a result of those delays. Accordingly, we and our service providers may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures. Further, we may be required to expend significant additional resources to continue to enhance information security measures and internal processes and procedures or to investigate and remediate any information security vulnerabilities. A data security incident could compromise our or our service providers’ information technology systems, and the information stored by us or our service providers, including personally identifiable information of residents, prospective residents and employees, could be accessed, misused, publicly disclosed, corrupted, lost or stolen. Any failure to prevent a data breach or a security failure of our or our service providers’ information technology systems could interrupt our operations, result in downtime, divert our planned efforts and resources from other projects, damage our reputation and brand, damage our competitive position, make it difficult for us to attract and retain residents, subject us to liability claims or regulatory penalties and could materially and adversely affect our business, financial condition or results of operations. Similarly, if our service providers fail to use adequate security or data protection processes, or use personal data in an unpermitted or improper manner, we may be liable for certain losses and it may damage our reputation. Compliance or failure to comply with laws and regulations could have an adverse effect on our operations and the values of our properties. We must own, operate, manage, acquire, develop and redevelop our properties in compliance with numerous federal, state and local laws and regulations. For example, the Americans with Disabilities Act of 1990, the Fair Housing Act of 1988 and other federal, state and local laws generally require that public accommodations be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the government or the award of damages to private litigants. These laws may require us to modify our existing apartment communities. These laws may also restrict renovations by requiring improved access to such buildings by disabled persons or may require us to add other structural features that increase our construction costs. We cannot ascertain the costs of compliance with these laws, which may be substantial. We do not know whether the legal requirements we are subject to will change or whether new requirements will be imposed. Changes in laws and regulations could require us to make significant unanticipated expenditures and limit our ability to recover increases in operating expenses, impose limitations on our ability to increase rents or charge certain fees, impose limitations on our ability to enforce remedies for the failure to pay rent or otherwise adversely impact our operations. For example, as the eviction moratoria enacted in light of the COVID-19 pandemic began to lapse in 2021, many state and local governments implemented policies to prevent or delay formal eviction proceedings. Likewise, the federal government has urged all states to adopt eviction diversion strategies, including, among others, a requirement for landlords to apply for rental assistance prior to filing for eviction and the extension of pending eviction cases to provide sufficient time for rental assistance applications to be processed, while also 15 recommending creation of more robust eviction diversion programs over the longer term that include a combination of rental assistance, mandatory alternative dispute resolution and access to legal counsel for unrepresented tenants. In addition, we have seen an increase in state and local governments implementing, considering or being urged by tenant advocacy groups to consider rent control or rent stabilization laws and regulations as well as tenants’ rights laws and regulations. Any such future enactments in the markets in which we operate could have a significant adverse impact on our results of operations and the value of our properties. Legal proceedings that we become involved in from time to time could adversely affect our business. As an owner, operator and developer of multifamily apartment communities, we may become involved in various legal proceedings, including, but not limited to, proceedings related to commercial, development, employment, environmental, securities, shareholder, tenant or tort legal issues, some of which could result in a class action lawsuit. For example, as described in more detail in Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K, we are currently a defendant in two putative class action lawsuits relating to tenant late fee policies at our Texas apartment communities. Legal proceedings, if decided adversely to or settled by us, and not covered by insurance, could result in liability material to our financial condition, results of operations or cash flows. Likewise, regardless of outcome, legal proceedings could result in substantial costs and expenses, affect the availability or cost of some of our insurance coverage and significantly divert the attention of our management. There can be no assurance that we will be able to prevail in, or achieve a favorable settlement of, any pending or future legal proceedings to which we become subject. Extreme weather or natural disasters may cause significant damage to our properties and losses from catastrophes could exceed our insurance coverage. Many of our apartment communities are located in areas that may be subject to extreme weather and natural disasters, such as floods, tornados, hurricanes and earthquakes, the likelihood or frequency of which events could increase in part based on the impact of climate change. Such events may cause significant damage to our properties, disrupt our operations and adversely impact our residents. There can be no assurances that such conditions will not have a material adverse effect on our properties, operations or business. We carry property insurance on our apartment communities and intend to obtain similar coverage for apartment communities we acquire in the future. However, some losses, generally of a catastrophic nature, such as losses from floods, tornados, hurricanes or earthquakes, are subject to limitations, and therefore may be uninsured. We exercise our discretion in determining amounts, coverage limits and deductibility provisions of insurance, with a view to maintaining what we believe is appropriate insurance on our investments at a reasonable cost and on suitable terms. If we suffer a substantial loss, our insurance coverage may not be sufficient to pay the full current market value or current replacement value of our lost investment. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it infeasible to use insurance proceeds to replace a property after it has been damaged or destroyed. Any losses we experience that are not fully covered by our insurance may negatively impact our results of operations and may reduce the value of our properties. Acts of violence could decrease the value of our assets and could have an adverse effect on our business and results of operations. Our apartment communities could directly or indirectly be the location or target of actual or threatened terrorist attacks, crimes, shootings or other acts of violence, the occurrence of which could impact the value of our communities through damage, destruction, loss or increased security costs, as well as result in operational losses due to reduced rental demand, and the availability of insurance may be limited or may be subject to substantial costs. If such an incident were to occur at one of our apartment communities, we may also become subject to significant liability claims. In addition, the adverse effects that actual or threatened terrorist attacks could have on national economic conditions, as well as economic conditions in the markets in which we operate, could similarly have a material adverse effect on our business and results of operations. 16 Risks Related to Our Indebtedness and Financing Activities Our substantial indebtedness could adversely affect our financial condition and results of operations. As of December 31, 2021, the amount of our total debt was $4.5 billion. We may incur additional indebtedness in the future in connection with, among other things, our acquisition, development and operating activities. The degree of our leverage creates significant risks, including the following:  we may be required to dedicate a substantial portion of our funds from operations to servicing our debt and our cash flow  may be insufficient to make required payments of principal and interest; debt service obligations will reduce funds available for distribution and funds available for acquisitions, development and redevelopment;  we may be more vulnerable to economic and industry downturns than our competitors that have less debt;  we may be limited in our ability to respond to changing business and economic conditions;  we may default on our indebtedness, which could result in acceleration of those obligations, assignment of rents and  leases and loss of properties to foreclosure; and if one of our subsidiaries defaults, it could trigger a cross default or cross acceleration provision under other indebtedness, which could cause an immediate default or could allow the lenders to declare all funds borrowed thereunder to be due and payable. If any one of these events was to occur, our financial condition and results of operations could be materially and adversely affected. We may be unable to renew, repay or refinance our outstanding debt, which could negatively impact our financial condition and results of operations. We are subject to the normal risks associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments of principal and interest, the risk that either secured or unsecured indebtedness will not be able to be renewed, repaid or refinanced when due or that the terms of any renewal or refinancing will not be as favorable as the existing terms of such indebtedness. If we are unable to refinance our indebtedness on acceptable terms, if at all, we might be forced to dispose of one or more of our apartment communities on disadvantageous terms, which might result in losses to us. Such losses could have a material adverse effect on us and our ability to make payments on our debt and to make distributions. Furthermore, if a property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the mortgagee could foreclose upon the property, appoint a receiver and receive an assignment of rents and leases or pursue other remedies, all with a consequent loss of our revenues and asset value. Foreclosures could also create taxable income without accompanying cash proceeds, thereby hindering our ability to meet the REIT distribution requirements of the Code. Rising interest rates could adversely affect our results of operations and cash flows. We have incurred and expect in the future to incur indebtedness that bears interest at variable rates. Interest rates could increase, which could result in higher interest expense on our variable-rate debt or increase interest rates when refinancing maturing fixed-rate debt, which could have a material adverse effect on us and our ability to make payments on our debt and to make distributions or cause us to be in default under certain debt instruments. In addition, an increase in market interest rates may lead holders of shares of our common stock to demand a higher yield on their shares from distributions by us, which could adversely affect the market price for our common stock. Any increase in the federal funds rate due to key economic indicators, such as the unemployment rate or inflation, may cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. Any continued adverse economic conditions could have a material adverse effect on our business, financial condition and results of operations. The phase-out of LIBOR could adversely impact our results of operations and cash flows. LIBOR is the interest rate benchmark used as a reference rate on our unsecured revolving credit facility, although we had no borrowings under our unsecured revolving credit facility as of December 31, 2021. The ICE Benchmark Administration, the administrator of LIBOR, ceased the publication of one-week and two-month U.S. dollar (USD) LIBOR as of December 31, 2021 and plans to cease the publications of the remaining tenors of USD LIBOR (one, three, six and 12-month) immediately after June 30, 2023. The U.S. Federal Reserve, in connection with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has endorsed replacing USD LIBOR with the Secured Overnight Financing Rate, or SOFR. SOFR is a more generic measure than LIBOR and considers the cost of borrowing cash overnight, collateralized by U.S. Treasury securities. However, U.S. banking regulators have indicated that financial institutions will be permitted to choose any benchmark rate to replace LIBOR. The terms of our unsecured revolving credit facility allow for the transition to an alternate benchmark interest rate, including SOFR, to replace any outstanding USD LIBOR borrowings when USD LIBOR is no longer published. Given the inherent differences 17 between LIBOR and SOFR or any other alternative benchmark rate that may be established, there are many uncertainties regarding a transition from LIBOR, including, but not limited to, how this will impact our cost of variable rate debt. The consequences of these developments with respect to LIBOR cannot be entirely predicted and will span multiple future periods but could result in an increase in the cost of our variable rate debt, which could adversely impact our results of operations and cash flows. We may incur additional debt in the future, which may adversely impact our financial condition. We currently fund the acquisition and development of apartment communities partially through borrowings (including our commercial paper program and revolving credit facility) as well as from other sources such as sales of apartment communities which no longer meet our investment criteria. In addition, we may fund other of our capital requirements through additional debt. Our organizational documents do not contain any limitation on the amount of indebtedness that we may incur, and we may incur more debt in the future. Accordingly, subject to limitations on indebtedness set forth in various loan agreements and the indentures governing our senior notes, we could become more highly leveraged, resulting in an increase in debt service and an increased risk of default on our obligations, which could have a material adverse effect on our financial condition, our ability to access debt and equity capital markets in the future and our ability to make payments on our debt and to make distributions. The restrictive terms of certain of our indebtedness may cause acceleration of debt payments. As of December 31, 2021, we had outstanding borrowings of $4.5 billion. Our indebtedness contains financial covenants as to interest coverage ratios, maximum secured debt, maintenance of unencumbered asset value, and total debt to gross assets, among others, and cross default provisions with other material debt. Our ability to comply with these financial covenants may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events adversely impacting us. In the event that an event of default occurs, our lenders may declare borrowings under the respective loan agreements to be due and payable immediately, which could have a material adverse effect on our financial condition and our ability to make payments on our debt and to make distributions. A downgrade in our credit ratings could have a material adverse effect on our business, financial condition and results of operations. We have a significant amount of unsecured debt outstanding. We are currently assigned corporate credit ratings from each of the three ratings agencies based on their evaluation of our creditworthiness. These ratings are based on a number of factors, which include their assessment of our financial strength, liquidity, capital structure, asset quality and sustainability of cash flows and earnings. If our credit ratings are downgraded or other negative action is taken, we could be required to pay additional interest and fees on our outstanding borrowings. In addition, a downgrade may adversely impact our ability to borrow secured and unsecured debt and otherwise limit our access to capital, which could adversely affect our business, financial condition and results of operations. Financing may not be available and could be dilutive. Our capital requirements depend on numerous factors, including the occupancy and turnover rates of our apartment communities, development and capital expenditures, costs of operations and potential acquisitions. We cannot accurately predict the timing and amount of our capital requirements. If our capital requirements vary materially from our plans, we may require additional financing sooner than anticipated. We and other companies in the real estate industry have experienced limited availability of financing from time to time. Dislocations and liquidity disruptions in capital and credit markets could impact liquidity in the debt markets, which could result in financing terms that are less attractive to us and/or the unavailability of certain types of debt financing. Likewise, disruptions could impede the ability of our counterparties to perform on their contractual obligations. Should the capital and credit markets experience volatility and the availability of funds again becomes limited, or be available only on unattractive terms, we will incur increased costs associated with issuing debt instruments. In addition, it is possible that our ability to access the capital and credit markets may be limited or precluded by these or other factors at a time when we would like, or need, to do so, which would adversely impact our ability to refinance maturing debt and/or react to changing economic and business conditions. Uncertainty in the credit markets could negatively impact our ability to make acquisitions and make it more difficult or not possible for us to sell properties or may adversely affect the price we receive for properties that we do sell, as prospective buyers may experience increased costs of debt financing or difficulties in obtaining debt financing. Potential continued disruptions in the financial markets could also have other unknown adverse effects on us or the economy generally and may cause the price of our securities to fluctuate significantly and/or to decline. If we issue additional equity securities to obtain additional financing, the interest of our existing shareholders could be diluted. 18 Risks Related to MAA’s Organization and Ownership of Its Stock MAA’s ownership limit restricts the transferability of its capital stock. MAA’s charter limits ownership of its capital stock by any single shareholder to 9.9% of the value of all outstanding shares of its capital stock, both common and preferred, unless approved by its Board of Directors. The charter also prohibits anyone from buying shares if the purchase would result in it losing REIT status. This could happen if a share transaction results in fewer than 100 persons owning all of its shares or in five or fewer persons, applying certain broad attribution rules of the Code, owning 50% or more of its shares. If an investor acquires shares in excess of the ownership limit or in violation of the ownership requirements of the Code for REITs, MAA:  will consider the transfer to be null and void;  will not reflect the transaction on its books;  may institute legal action to enjoin the transaction;  will not pay dividends or other distributions with respect to those shares;  will not recognize any voting rights for those shares;  will consider the shares held in trust for its benefit; and  will either direct the holder to sell the shares and turn over any profit to MAA, or MAA will redeem the shares. If MAA redeems the shares, the holder will be paid a price equal to the lesser of: o o the principal price paid for the shares by the holder, a price per share equal to the market price (as determined in the manner set forth in its charter) of the applicable capital stock, the market price (as so determined) on the date such holder would, but for the restrictions on transfers set forth in its charter, be deemed to have acquired ownership of the shares, and the maximum price allowed under the Tennessee Greenmail Act (such price being the average of the highest and lowest closing market price for the shares during the 30 trading days preceding the purchase of such shares or, if the holder of such shares has commenced a tender offer or has announced an intention to seek control of MAA, during the 30 trading days preceding the commencement of such tender offer or the making of such announcement). o o The redemption price may be paid, at MAA’s option, by delivering one common unit (subject to adjustment from time to time in the event of, among other things, stock splits, stock dividends or recapitalizations affecting its common stock or certain mergers, consolidations or asset transfers by MAA) issued by the Operating Partnership for each excess share being redeemed. If an investor acquires shares in violation of the limits on ownership described above:    the holder may lose its power to dispose of the shares; the holder may not recognize profit from the sale of such shares if the market price of the shares increases; and the holder may be required to recognize a loss from the sale of such shares if the market price decreases. Future offerings of debt or equity securities, which may rank senior to MAA’s stock, may adversely affect the market price of MAA’s stock. If we decide to issue additional debt securities in the future, which would rank senior to MAA’s common stock, it is likely that they will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any equity securities or convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of MAA’s common stock and may result in dilution to owners of MAA’s common stock. We and, indirectly, MAA’s shareholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future offerings. Thus, holders of MAA’s common stock will bear the risk of our future offerings reducing the market price of MAA’s common stock and diluting the value of their stock holdings. The form, timing and amount of dividend distributions in future periods may vary and be impacted by economic and other considerations. Though our Board of Directors has a history of declaring dividends in advance of the quarter they are paid, the form, timing and amount of dividend distributions will be declared, and standing practice changed, at the discretion of the Board of Directors. The form, timing and amount of dividend distributions will depend on actual cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and other factors as our Board of Directors may consider relevant. Our Board of Directors may modify our dividend policy from time to time. 19 Provisions of MAA’s charter and Tennessee law may limit the ability of a third party to acquire control of MAA. Ownership Limit The 9.9% ownership limit discussed above may have the effect of precluding acquisition of control of MAA by a third party without the consent of our Board of Directors. Preferred Stock MAA’s charter authorizes our Board of Directors to issue up to 20,000,000 shares of preferred stock, 868,000 of which have been designated as 8.50% Series I Cumulative Redeemable Preferred Stock, which we refer to as MAA Series I preferred stock. In addition to the MAA Series I preferred stock, the Board of Directors may establish the preferences and rights of any other series of preferred shares issued. The issuance of preferred stock could have the effect of delaying or preventing someone from taking control of MAA, even if a change in control were in MAA shareholders’ best interests. As of December 31, 2021, 867,846 shares of preferred stock were issued and outstanding, all of which shares were MAA Series I preferred stock. Tennessee Anti-Takeover Statutes As a Tennessee corporation, MAA is subject to various legislative acts, which impose restrictions on and require compliance with procedures designed to protect shareholders against unfair or coercive mergers and acquisitions. These statutes may delay or prevent offers to acquire MAA and increase the difficulty of consummating any such offers, even if MAA’s acquisition would be in MAA shareholders’ best interests. Third-party expectations relating to environmental, social and governance factors may impose additional costs and expose us to new risks. We have a significant institutional investor base, and there is an increasing focus from institutional investors and other stakeholders on corporate responsibility, specifically related to environmental, social and governance, or ESG, factors. Some institutional investors may use these factors to guide their investment strategies, and many institutional investors focus on positive ESG business practices and may consider a company’s ESG score when making an investment decision. In addition, many institutional investors may use ESG scores to benchmark companies against their peers. Third-party providers of corporate responsibility ratings and reports on companies have increased in number, resulting in varied and in some cases inconsistent standards. In addition, the criteria by which companies’ ESG practices are assessed are evolving, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy any new criteria. Alternatively, if we elect not to or are unable to satisfy new criteria or do not meet the criteria of a specific third-party provider, some investors may conclude that our ESG business practices are inadequate. We may face reputational damage in the event that our corporate responsibility standards do not meet the standards set by various stakeholders. In addition, in the event that we communicate certain ESG initiatives and goals, we could fail, or be perceived to have failed, in our achievement of our initiatives or goals, or we could be criticized for the scope of our initiatives or goals. If we fail to satisfy the ESG expectations of investors and other stakeholders or our initiatives are not executed as planned, our reputation and financial results and the market price of MAA’s common stock could be adversely affected. Market interest rates may have an adverse effect on the market value of MAA’s common stock. The market price of shares of common stock of a REIT may be affected by the distribution rate on those shares, as a percentage of the price of the shares, relative to market interest rates. If market interest rates increase, prospective purchasers of MAA’s common stock may expect a higher annual distribution rate. Higher interest rates would not, however, result in more funds for MAA to distribute and, in fact, would likely increase MAA’s borrowing costs and potentially decrease funds available for distribution. This could cause the market price of MAA’s common stock to go down. Changes in market conditions or a failure to meet the market’s expectations with regard to our results of operations and cash distributions could adversely affect the market price of MAA’s common stock. We believe that the market value of a REIT’s equity securities is based primarily upon the market’s perception of the REIT’s growth potential and its current and potential future cash distributions, and is secondarily based upon the real estate market value of the underlying assets. For that reason, MAA’s common stock may trade at prices that are higher or lower than the net asset value per share. To the extent we retain operating cash flow for investment purposes, working capital reserves or other purposes, these retained funds, while increasing the value of our underlying assets, may not correspondingly increase the market price of MAA’s common stock. In addition, we are subject to the risk that our cash flow will be insufficient to pay distributions to MAA’s shareholders. Our failure to meet the market’s expectations with regard to future earnings and cash distributions would likely adversely affect the market price of MAA’s common stock. 20 The stock markets, including the NYSE, on which MAA lists its common stock, have, at times, experienced significant price and volume fluctuations. As a result, the market price of MAA’s common stock could be similarly volatile, and investors in MAA’s common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The market price of MAA’s publicly traded securities may be affected by many factors, including, but not limited to the following:                   our financial condition and operating performance and the performance of other similar companies; actual or anticipated differences in our quarterly and annual operating results; changes in our revenues or earnings estimates or recommendations by securities analysts; publication of research reports about us or our industry by securities analysts; additions and departures of key personnel; inability to access the capital markets; strategic decisions by us or our competitors, such as acquisitions, dispositions, spin-offs, joint ventures, strategic investments or changes in business strategy; the issuance of additional shares of MAA’s common stock, or the perception that such sales may occur, including under a forward sale agreement and MAA’s at-the-market share offering program, or ATM program; the reputation of REITs generally and the reputation of REITs with portfolios similar to ours; the attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies); an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the price paid for MAA’s common stock; the passage of legislation or other regulatory developments that adversely affect us or our industry; speculation in the press or investment community; actions by institutional shareholders or hedge funds; the issuance of ratings, reports and scores related to our corporate responsibility and ESG reports and disclosures; changes in accounting principles; terrorist acts; and general market conditions, including factors unrelated to our performance. In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources. Risks Related to the Operating Partnership’s Organization and Ownership of OP Units The Operating Partnership’s existing unitholders have limited approval rights, which may prevent the Operating Partnership’s sole general partner, MAA, from completing a change of control transaction that may be in the best interests of all unitholders of the Operating Partnership and all shareholders of MAA. MAA may not engage in a sale or other disposition of all or substantially all of the assets of the Operating Partnership, dissolve the Operating Partnership or, upon the occurrence of certain triggering events, take any action that would result in any unitholder realizing taxable gain, without the approval of the holders of a majority of the outstanding OP Units held by holders other than MAA or its affiliates, or Class A OP Units. The right of the holders of our Class A OP Units to vote on these transactions could limit MAA’s ability to complete a change of control transaction that might otherwise be in the best interest of all unitholders of the Operating Partnership and all shareholders of MAA. In certain circumstances, certain of the Operating Partnership’s unitholders must approve the Operating Partnership’s sale of certain properties contributed by the unitholders. In certain circumstances, as detailed in the partnership agreement of the Operating Partnership, the Operating Partnership may not sell or otherwise transfer certain properties unless a specified percentage of the limited partners who were partners in the limited partnership holding such properties at the time of its acquisition by us approves such sale or transfer. The exercise of these approval rights by the Operating Partnership’s unitholders could delay or prevent the Operating Partnership from completing a transaction that may be in the best interest of all unitholders of the Operating Partnership and all shareholders of MAA. MAA, its officers and directors have substantial influence over the Operating Partnership’s affairs. MAA, as the Operating Partnership’s sole general partner and acting through its officers and directors, has a substantial influence on the Operating Partnership’s affairs. MAA, its officers and directors could exercise their influence in a manner that is not in the best interest of the unitholders of the Operating Partnership. Also, MAA owns approximately 97.3% of the OP Units and as such, will have substantial influence on the outcome of substantially all matters submitted to the Operating Partnership’s unitholders for approval. 21 Insufficient cash flow from operations or a decline in the market price of MAA’s common stock may reduce the amount of cash available to the Operating Partnership to meet its obligations. The Operating Partnership is subject to the risk that its cash flow will be insufficient to make payments on its debt and to make distributions to its unitholders, which may cause MAA to not have the funds to make distributions to its shareholders. MAA’s failure to meet the market’s expectations with regard to future results of operations and cash distributions would likely adversely affect the market price of its shares and thus potentially reduce MAA’s ability to contribute funds from issuances down to the Operating Partnership, resulting in a lower level of cash available for investment, to make payments on its debt or to make distributions to its unitholders. Risks Related to Tax Laws Failure to qualify as a REIT would cause us to be taxed as a corporation, which would significantly reduce funds available for distribution to shareholders. If MAA fails to qualify as a REIT for federal income tax purposes, MAA will be subject to federal income tax on its taxable income at regular corporate rates without the benefit of the dividends paid deduction applicable to REITs. In addition, unless MAA is entitled to relief under applicable statutory provisions, MAA would be ineligible to make an election for treatment as a REIT for the four taxable years following the year in which it loses its qualification. The additional tax liability resulting from the failure to qualify as a REIT would significantly reduce or eliminate the amount of funds available for distribution to MAA’s shareholders. MAA’s failure to qualify as a REIT also could impair its ability to expand its business and raise capital, and would adversely affect the value of MAA’s common stock. MAA believes that it is organized and qualified as a REIT, and MAA intends to operate in a manner that will allow it to continue to qualify as a REIT. MAA cannot assure, however, that it is qualified or will remain qualified as a REIT. This is because qualification as a REIT involves the application of highly technical and complex provisions of the Code for which there are only limited judicial and administrative interpretations and involves the determination of a variety of factual matters and circumstances not entirely within MAA’s control. In addition, future legislation, new regulations, administrative interpretations or court decisions may significantly change the tax laws or the application of the tax laws with respect to qualification as a REIT for federal income tax purposes or the federal income tax consequences of qualification as a REIT. Even if MAA qualifies as a REIT, MAA will be subject to various federal, state and local taxes, including property taxes and income taxes on taxable income that MAA does not timely distribute to its shareholders. In addition, MAA may hold certain assets and engage in certain activities that a REIT could not engage in directly through its taxable REIT subsidiaries, or TRS, and those TRS will be subject to federal income tax at regular corporate rates on their taxable income without the benefit of the dividends paid deduction applicable to REITs. Furthermore, we have a subsidiary that has elected to be treated as a REIT, and if our subsidiary REIT were to fail to qualify as a REIT, it is possible that we also would fail to qualify as a REIT unless we (or the subsidiary REIT) could qualify for certain relief provisions. The qualification of our subsidiary REIT as a REIT will depend on satisfaction, on an annual or quarterly basis, of numerous requirements set forth in highly technical and complex provisions of the Code for which there are only limited judicial or administrative interpretations. A determination as to whether such requirements are satisfied involves various factual matters and circumstances not entirely within our control. The fact that we hold substantially all of our assets through the Operating Partnership and its subsidiaries further complicates the application of the REIT requirements for us. No assurance can be given that our subsidiary REIT will qualify as a REIT for any particular year. If any REIT previously acquired by us failed to qualify as a REIT for U.S. federal income tax purposes, we would incur adverse tax consequences and our financial condition and results of operations would be materially adversely affected. In the past, we have acquired companies that operated in a manner intended to allow them to qualify as REITs for U.S. federal income tax purposes. If any such REIT previously acquired by MAA, referred to as a Merged REIT, is determined to have lost its REIT status at any time prior to its merger with MAA, MAA would be subject to serious adverse tax consequences, including:  MAA would be required to pay U.S. federal income tax at regular corporate rates on the taxable income of such Merged REIT without the benefit of the dividends paid deduction for the taxable years that the Merged REIT did not qualify as a REIT and for which the statute of limitations period remains open; and  MAA would be required to pay any federal alternative minimum tax liability of the Merged REIT and any applicable state and local tax liability, in each case, for all taxable years that remain open under the applicable statute of limitations periods. MAA is liable for any tax liability of a Merged REIT with respect to any periods prior to the merger of such Merged REIT with MAA. If a Merged REIT failed to qualify as a REIT, then in the event of a taxable disposition by MAA of an asset previously held by the Merged REIT during a specified period of up to five years following the merger of the Merged REIT with MAA, MAA will be subject to corporate income tax with respect to any built-in gain inherent in such asset as of the date of such merger. In 22 addition, unless an applicable statutory relief provision applies, if a Merged REIT failed to qualify as a REIT for a taxable year, then the Merged REIT would not have been entitled to re-elect to be taxed as a REIT until the fifth taxable year following the year during which it was disqualified. Furthermore, if both MAA and a Merged REIT were “investment companies” under the “investment company” rules set forth in Section 368 of the Code at the time of the merger of MAA and such Merged REIT, the failure of MAA or such Merged REIT to have qualified as a REIT at the time of their merger could result in such merger being treated as taxable for federal income tax purposes. As a result of all these factors, the failure by a Merged REIT to have qualified as a REIT could jeopardize MAA’s qualification as a REIT and require the Operating Partnership to provide material amounts of cash to MAA to satisfy MAA’s additional tax liabilities and, therefore, could have a material adverse effect on MAA’s business prospects, financial condition or results of operations and on MAA’s ability to make payments on our debt and to make distributions. The Operating Partnership may fail to be treated as a partnership for federal income tax purposes. We believe that the Operating Partnership qualifies, and has so qualified since its formation, as a partnership for federal income tax purposes and not as a publicly traded partnership taxable as a corporation. No assurance can be provided, however, that the Internal Revenue Service, or IRS, will not challenge the treatment of the Operating Partnership as a partnership for federal income tax purposes or that a court would not sustain such a challenge. If the IRS were successful in treating the Operating Partnership as a corporation for federal income tax purposes, then the taxable income of the Operating Partnership would be taxable at regular corporate income tax rates. In addition, the treatment of the Operating Partnership as a corporation would cause MAA to fail to qualify as a REIT. See “Failure to qualify as a REIT would cause us to be taxed as a corporation, which would significantly reduce funds available for distribution to shareholders” above. Certain dispositions of property by us may generate prohibited transaction income, resulting in a 100% penalty tax on any gain attributable to the disposition. Any gain resulting from a transfer of property that we hold as inventory or primarily for sale to customers in the ordinary course of business would be treated for federal income tax purposes as income from a prohibited transaction that is subject to a 100% penalty tax. Since we acquire properties for investment purposes, we do not believe that our occasional transfers or disposals of property would be considered prohibited transactions. Whether property is held for investment purposes is a question of fact that depends on all the facts and circumstances surrounding the particular transaction. As such, the IRS may contend that certain transfers or disposals of properties by us are prohibited transactions. If the IRS were to argue successfully that a transfer or disposition of property constituted a prohibited transaction, then we would be required to pay a 100% penalty tax on any gain allocable to us from the prohibited transaction. In addition, income from a prohibited transaction might adversely affect our ability to satisfy the income tests for qualification as a REIT for federal income tax purposes. A safe harbor to the characterization of the disposition of property as a prohibited transaction and the resulting imposition of the 100% tax is available; however, we cannot assure that we will be able to comply with such safe harbor in connection with any property dispositions. Legislative or regulatory income tax changes related to REITs could materially and adversely affect us. The U.S. federal income tax laws and regulations governing REITs and their shareholders, as well as the administrative interpretations of those laws and regulations, are constantly under review and may be changed at any time, possibly with retroactive effect. No assurance can be given as to whether, when, or in what form changes to the U.S. federal income tax laws applicable to us and MAA’s shareholders may be enacted. Changes to the U.S. federal income tax laws and interpretations of U.S. federal tax laws could adversely affect an investment in MAA’s stock. Item 1B. Unresolved Staff Comments. None. Item 2. Properties. We own, operate, acquire and selectively develop apartment communities primarily located in the Southeast, Southwest and Mid-Atlantic regions of the United States with the potential for above average growth and return on investment. Approximately 69% of our apartment units are located in the Florida, Georgia, North Carolina, and Texas markets. Our strategic focus is to provide our residents high quality apartment units in attractive community settings, characterized by upscale amenities, extensive landscaping and attention to aesthetic detail. 23 The following schedule summarizes our apartment community portfolio and occupancy levels by location, as of December 31, 2021: Atlanta, GA Dallas, TX Austin, TX Charlotte, NC Raleigh / Durham, NC Orlando, FL Tampa, FL Houston, TX Nashville, TN Fort Worth, TX Washington, DC Jacksonville, FL Charleston, SC Phoenix, AZ Greenville, SC Richmond, VA Savannah, GA Memphis, TN San Antonio, TX Birmingham, AL Huntsville, AL Kansas City, MO / KS Chattanooga, TN Lexington, KY Norfolk / Hampton / Virginia Beach, VA Las Vegas, NV Tallahassee, FL Columbia, SC South Florida, FL Gainesville, FL Denver, CO Louisville, KY Gulf Shores, AL Panama City, FL Charlottesville, VA Same Store Denver, CO Orlando, FL Dallas, TX Phoenix, AZ Greenville, SC Houston, TX Fort Worth, TX Gulf Shores, AL Austin, TX Atlanta, GA Salt Lake City, UT Total (4) Number of Communities Number of Units (1) Average Physical Occupancy (2) 29 27 22 20 15 13 14 15 12 11 10 10 11 8 9 7 7 4 4 5 3 3 4 4 3 2 2 2 1 2 1 1 1 1 1 284 2 2 — (3) 2 1 1 — (3) 1 1 1 1 296 11,434 9,767 7,117 5,867 5,350 5,274 5,220 4,867 4,375 4,249 4,080 3,496 3,168 2,623 2,084 2,004 1,837 1,811 1,504 1,462 1,228 1,110 943 924 788 721 604 576 480 468 359 384 324 254 251 97,003 647 633 348 345 271 222 168 96 — — — 99,733 95.5% 95.7% 95.6% 96.2% 95.9% 96.0% 97.1% 95.3% 95.6% 96.2% 96.0% 97.5% 96.3% 96.9% 96.4% 96.6% 97.3% 97.0% 96.1% 96.3% 96.8% 95.3% 96.9% 96.4% 98.0% 96.1% 96.9% 95.3% 96.3% 94.9% 95.0% 97.4% 97.2% 97.2% 96.8% 96.1% 69.5% 33.6% 83.4% 47.9% 95.5% 20.9% 92.4% 98.5% — — — 95.2% (1) (2) (3) (4) Number of units excludes development units not yet delivered. Average physical occupancy is calculated by dividing the average daily number of units occupied in 2021 by the total number of units at each apartment community. Represents a MAA multifamily apartment community expansion development. Schedule excludes a 269 unit joint venture property in Washington, D.C. Thirty-three of our apartment communities reflected in the above table also include retail components. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K for a discussion of our Same Store and Non-Same Store and Other segments. 24 Mortgage Financing As of December 31, 2021, we had $368.6 million of indebtedness collateralized, secured and outstanding as set forth in Schedule III – Real Estate and Accumulated Depreciation included in this Annual Report on Form 10-K. Item 3. Legal Proceedings. As disclosed in Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K, we are engaged in certain legal proceedings, and the disclosure set forth in Note 11 relating to legal proceedings is incorporated herein by reference. Item 4. Mine Safety Disclosures. Not applicable. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. PART II Mid-America Apartment Communities, Inc. Market Information MAA’s common stock has been listed and traded on the NYSE under the symbol “MAA” since its initial public offering in February 1994. As of February 14, 2022, there were approximately 2,300 holders of record of the common stock. MAA believes it has a significantly larger number of beneficial owners of its common stock. MAA has a history of declaring dividends to holders of MAA common stock. The timing and amount of future dividends will depend on actual cash flows from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and other factors as MAA’s Board of Directors deems relevant. MAA’s Board of Directors may modify our dividend policy from time to time. Direct Stock Purchase and Distribution Reinvestment Plan We have established the dividend and distribution reinvestment stock purchase plan, or DRSPP, under which holders of common stock, preferred stock and OP Units can elect to automatically reinvest their distributions in shares of MAA common stock. The DRSPP also allows for the optional purchase of MAA common stock of at least $250, but not more than $5,000 in any given month, free of brokerage commissions and charges. In our absolute discretion, we may grant waivers to allow for optional cash payments in excess of $5,000. To fulfill our obligations under the DRSPP, we may either issue additional shares of common stock or repurchase common stock in the open market. We may elect to sell shares under the DRSPP at up to a 5% discount. During the years ended December 31, 2021, 2020 and 2019, we had issuances with no discounts through our DRSPP of 6,301 shares, 8,259 shares and 16,219 shares, respectively. Mid-America Apartments, L.P. Operating Partnership Units There is no established public trading market for the Operating Partnership’s OP Units. From time to time, we issue shares of MAA’s common stock in exchange for OP Units tendered to the Operating Partnership for redemption in accordance with the provisions of the Operating Partnership’s limited partnership agreement. As of December 31, 2021, there were 118,542,994 OP Units outstanding in the Operating Partnership, of which 115,336,876 OP Units, or 97.3%, were owned by MAA and 3,206,118 OP Units, or 2.7%, were owned by limited partners. Under the terms of the Operating Partnership’s limited partnership agreement, the limited partner holders of OP Units have the right to require the Operating Partnership to redeem all or a portion of the OP Units held by the holder in exchange for one share of MAA common stock per one OP Unit or a cash payment based on the market value of MAA’s common stock at the time of redemption, at the option of MAA. During the year ended December 31, 2021, MAA issued a total of 851,536 shares of common stock upon redemption of OP Units. At-the-Market Share Offering Program In November 2021, the Company entered into an equity distribution agreement to establish a new ATM program, replacing MAA’s previous ATM program and allowing MAA to sell shares of its common stock from time to time to or through its sales agents into the existing market at current market prices, and to enter into separate forward sales agreements to or through its forward purchasers. Under the current ATM program, MAA has the authority to issue up to an aggregate of 4.0 million shares of its common stock, at such times to be determined by MAA. MAA has no obligation to issue shares through the ATM program. 25 During the years ended December 31, 2021 and 2020, MAA did not sell any shares of common stock under its ATM program. As of December 31, 2021, there were 4.0 million shares remaining under the current ATM program. Stock Repurchase Plan In December 2015, MAA’s Board of Directors authorized the repurchase of up to 4.0 million shares of MAA common stock, which represented approximately 5.3% of MAA’s common stock outstanding at the time of such authorization. From time to time, we may repurchase shares under this authorization when we believe that shareholder value would be enhanced. Factors affecting this determination include, among others, the share price and expected rates of return. As of December 31, 2021, no shares have been repurchased under the authorization. Purchases of Equity Securities The following table reflects repurchases of shares of MAA’s common stock during the three months ended December 31, 2021: Period October 1, 2021 - October 31, 2021 November 1, 2021 - November 30, 2021 December 1, 2021 - December 31, 2021 Total (1) Total Number of Shares Purchased Average Price Paid per Share — — $ — $ — $ — — — Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs (1) — — — — 4,000,000 4,000,000 4,000,000 4,000,000 This column reflects the number of shares of MAA’s common stock that are available for purchase under the 4.0 million share repurchase program authorized by MAA’s Board of Directors in December 2015. Comparison of Five-year Cumulative Total Returns The following graph compares the cumulative total returns of the shareholders of MAA since December 31, 2016 with the S&P 500 Index and the Dow Jones U.S. Real Estate Apartments Index. The graph assumes that the base share price for our common stock and each index is $100 and that all dividends are reinvested. The performance graph is not necessarily indicative of future investment performance. Mid-America Apartment Communities, Inc. $ S&P 500 Index DJ US REIT Apartment Index 100.00 100.00 100.00 $ 106.28 $ 121.83 104.51 105.15 $ 116.49 106.80 149.85 $ 153.17 136.82 148.89 $ 181.35 120.51 276.74 233.41 194.93 2016 2017 2018 2019 2020 2021 Year Ended December 31, 26 Item 6. [Reserved]. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion analyzes the financial condition and results of operations of both MAA and the Operating Partnership, of which MAA is the sole general partner and in which MAA owned a 97.3% interest as of December 31, 2021. MAA conducts all of its business through the Operating Partnership and its various subsidiaries. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements as a result of many factors, including, but not limited to, those under the heading “Risk Factors” in this Annual Report on Form 10-K. MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or REIT. We own, operate, acquire and selectively develop apartment communities primarily located in the Southeast, Southwest and Mid-Atlantic regions of the United States. As of December 31, 2021, we owned and operated 290 apartment communities (which does not include development properties under construction) through the Operating Partnership and its subsidiaries, and we had an ownership interest in one apartment community through an unconsolidated real estate joint venture and had six development communities under construction. In addition, as of December 31, 2021, 33 of our apartment communities included retail components. Our apartment communities, including development communities under construction, were located across 16 states and the District of Columbia as of December 31, 2021. We report in two segments, Same Store and Non-Same Store and Other. Our Same Store segment represents those apartment communities that have been owned and stabilized for at least 12 months as of the first day of the calendar year. Our Non-Same Store and Other segment includes recently acquired communities, communities being developed or in lease-up, communities identified for disposition, communities that have incurred a significant casualty loss and stabilized communities that do not meet the requirements to be Same Store communities. Also included in our Non-Same Store and Other segment are non-multifamily activities. Additional information regarding the composition of our segments is included in Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K. Overview For the year ended December 31, 2021, net income available for MAA common shareholders was $530.1 million as compared to $251.3 million for the year ended December 31, 2020. Results for the year ended December 31, 2021 included $221.2 million of gains related to the sale of real estate assets and $40.9 million of gain, net of tax, related to our investments in unconsolidated limited partnerships. Results for the year ended December 31, 2020 included $1.0 million of gains related to the sale of real estate assets and $4.8 million of gain, net of tax, related to our investments in unconsolidated limited partnerships. Revenues for the year ended December 31, 2021 increased 6.0% as compared to the year ended December 31, 2020, driven by a 5.5% increase in our Same Store segment. Property operating expenses, excluding depreciation and amortization, for the year ended December 31, 2021 increased by 4.8% as compared to the year ended December 31, 2020, driven by a 4.4% increase in our Same Store segment. The primary drivers of these changes are discussed in the “Results of Operations” section. Trends During the year ended December 31, 2021, revenue growth for our Same Store segment continued to be primarily driven by growth in average effective rent per unit. The average effective rent per unit for our Same Store segment continued to increase from the prior year, up 5.2% for the year ended December 31, 2021 as compared to the year ended December 31, 2020. Average effective rent per unit represents the average of gross rent amounts, after the effect of leasing concessions, for occupied apartment units plus prevalent market rates asked for unoccupied apartment units, divided by the total number of units. Leasing concessions represent discounts to the current market rate. We believe average effective rent per unit is a helpful measurement in evaluating average pricing; however, it does not represent actual rental revenue collected per unit. In addition, for the year ended December 31, 2021, average physical occupancy for our Same Store segment was 96.1%, as compared to 95.6% for the year ended year ended December 31, 2020. Average physical occupancy is a measurement of the total number of our apartment units that are occupied by residents, and it represents the average of the daily physical occupancy for the period. An important part of our portfolio strategy is to maintain diversity of markets, submarkets, product types and price points in the Southeast, Southwest and Mid-Atlantic regions of the United States. This diversity tends to mitigate exposure to economic issues in any one geographic market or area. We believe that a well-balanced portfolio, including both urban and suburban locations, with a broad range of monthly rent price points, will perform well in economic up cycles as well as better weather economic down cycles. Through our investment in 36 defined markets, we are diversified across markets, urban and suburban submarkets, and a variety of product types and monthly rent price points. 27 While the United States economy continues to recover from the effects of the COVID-19 pandemic, demand for apartments during the year ended December 31, 2021 was very strong, as evidenced by the accelerating rent growth we achieved. Demand for apartments is primarily driven by general economic conditions in our markets and is particularly correlated to job growth. While our rent growth trends and rent collection trends during the year ended December 31, 2021 were strong, we continue to monitor pressures surrounding supply chain challenges and inflation trends. A worsening of the current environment could contribute to uncertain rent collections going forward and suppress demand for apartments and would likely drive rent growth on new leases and renewals lower than what we achieved during the year ended December 31, 2021. Elevated supply levels could further affect rent growth for our portfolio, particularly for apartment communities located in urban submarkets. To date, properties in suburban submarkets have been somewhat less impacted by supply, primarily because new development has been less prevalent in those submarkets. Supply chain and inflationary pressures would likely drive higher operating expenses, particularly in personnel and repairs and maintenance. With the COVID-19 pandemic still impacting the country and contributing more uncertainty than normal, we believe that our portfolio strategy of maintaining a diversity of markets, submarkets, product types and rent price points will serve the company better in this environment than a more concentrated portfolio profile. At a portfolio level, we have focused on using our pricing system to maintain strong occupancy. As previously noted, average physical occupancy for our Same Store segment for the year ended December 31, 2021 was 96.1%, which we believe positions us well to manage through the typically slower winter leasing season and progress toward the typically stronger spring and summer leasing season. Access to the financial markets remains strong, particularly for high credit rated borrowers. During 2021, we were able to efficiently raise capital through the debt market, and we positioned ourselves to access the equity market in the event we have such a need. However, a prolonged disruption of the markets or a decline in credit and financing conditions could negatively affect our ability to access capital necessary to fund our operations or refinance maturing debt in the future. The prospect of rising interest rates could negatively impact our borrowing costs for any variable rate borrowings or refinancing activity; however, as of December 31, 2021, the interest rate on all of our outstanding debt was fixed, and our fixed rate debt maturities in the year ending December 31, 2022 are not significant. Results of Operations For the year ended December 31, 2021, we achieved net income available for MAA common shareholders of $530.1 million, a 111.0% increase as compared to the year ended December 31, 2020, and total revenue growth of $100.1 million, representing a 6.0% increase in property revenues as compared to the year ended December 31, 2020. The following discussion describes the primary drivers of the increase in net income available for MAA common shareholders for the year ended December 31, 2021 as compared to the year ended December 31, 2020. A discussion of the results of operations for the year ended December 31, 2020 as compared to the year ended December 31, 2019 is found in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 18, 2021, which is available free of charge on the SEC’s website at https://www.sec.gov and on our website at https://www.maac.com, on the “For Investors” page under “Filings and Financials—Annual Reports.” Property Revenues The following table reflects our property revenues by segment for the year ended December 31, 2021 (dollars in thousands): Same Store Non-Same Store and Other Total $ December 31, 2021 $ 1,702,741 $ 75,341 1,778,082 $ December 31, 2020 Increase % Change 1,613,369 $ 64,615 1,677,984 $ 89,372 10,726 100,098 5.5% 16.6% 6.0% The increase in property revenues for our Same Store segment for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was the primary driver of total property revenue growth. The Same Store segment generated a 5.5% increase in revenues for the year ended December 31, 2021, primarily a result of average effective rent per unit growth of 5.2% as compared to the year ended December 31, 2020. The increase in property revenues from the Non-Same Store and Other segment for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was primarily the result of increased revenues from recently completed development communities. These increases were partially offset by decreased revenues from the disposition of seven multifamily communities during the year ended December 31, 2021. 28 Property Operating Expenses Property operating expenses include costs for property personnel, building repairs and maintenance, real estate taxes and insurance, utilities, landscaping and other operating expenses. The following table reflects our property operating expenses by segment for the year ended December 31, 2021 (dollars in thousands): Same Store Non-Same Store and Other Total $ December 31, 2021 $ 638,433 $ 32,732 671,165 $ December 31, 2020 Increase % Change 611,450 $ 29,021 640,471 $ 26,983 3,711 30,694 4.4% 12.8% 4.8% The increase in property operating expenses for our Same Store segment for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was primarily driven by increases in real estate tax expense of $7.0 million, insurance expense of $6.2 million, building repairs and maintenance of $5.6 million, personnel expense of $4.4 million and utilities expense of $2.7 million. The increase in property operating expenses from the Non-Same Store and Other segment for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was primarily the result of increased property operating expenses from recently completed development communities. These increases were partially offset by decreased property operating expenses from the disposition of seven multifamily communities during the year ended December 31, 2021. Depreciation and Amortization Depreciation and amortization expense for the year ended December 31, 2021 was $533.4 million, an increase of $22.6 million as compared to the year ended December 31, 2020. The increase was primarily driven by the recognition of depreciation expense associated with our development and capital spend activities made in the normal course of business during the year ended December 31, 2021. Other Income and Expenses Property management expenses for the year ended December 31, 2021 were $55.7 million, an increase of $3.4 million as compared to the year ended December 31, 2020. General and administrative expenses for the year ended December 31, 2021 were $52.9 million, an increase of $6.0 million as compared to the year ended December 31, 2020. Interest expense for the year ended December 31, 2021 was $156.9 million, a decrease of $10.7 million as compared to the year ended December 31, 2020. The decrease was primarily due to a decrease of 27 basis points in our effective interest rate during the year ended December 31, 2021 as compared to the year ended December 31, 2020. The decrease in our effective interest rate was primarily due to debt retirements during the year ended December 31, 2021, which were retired with proceeds from unsecured debt issuances with lower effective interest rates over the same period. For the year ended December 31, 2021, we disposed of seven apartment communities, resulting in a gain on sale of depreciable real estate assets of $220.4 million. We did not dispose of any apartment communities during the year ended December 31, 2020. During the year ended December 31, 2021, we disposed of five land parcels resulting in a gain on sale of non- depreciable real estate assets of $0.8 million. During the year ended December 31, 2020, we disposed of one land parcel resulting in a gain on sale of non-depreciable real estate assets of $1.0 million. Other non-operating income for the year ended December 31, 2021 was $33.9 million of income, as compared to $4.9 million of income for the year ended December 31, 2020. The increase was primarily driven by $51.7 million of non-cash gain from unconsolidated limited partnerships compared to $5.6 million of non-cash gain from unconsolidated limited partnerships during the year ended December 31, 2020. During the year ended December 31, 2021, we also recognized $4.6 million of non-cash expense related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares compared to the recognition of $2.6 million of non-cash income related to the adjustment of the embedded derivative during the year ended December 31, 2020. During the year ended December 31, 2021, we recognized $13.4 million in debt extinguishment costs. Expense recognized related to debt extinguishments during the year ended December 31, 2020 was negligible. During the year ended December 31, 2021, we recognized $1.3 million of COVID-19 related expenses compared to $3.5 million of COVID-19 related expenses during the year ended December 31, 2020. Funds from Operations and Core Funds from Operations Funds from operations, or FFO, a non-GAAP financial measure, represents net income available for MAA common shareholders (computed in accordance with the United States generally accepted accounting principles, or GAAP) excluding gains or losses on disposition of operating properties and asset impairment, plus depreciation and amortization of real estate assets, net income attributable to noncontrolling interests and adjustments for joint ventures. Because net income attributable to noncontrolling interests is added back, FFO, when used in this Annual Report on Form 10-K, represents FFO attributable to the Company. 29 FFO should not be considered as an alternative to net income available for MAA common shareholders or any other GAAP measurement, as an indicator of operating performance or as an alternative to cash flow from operating, investing and financing activities as a measure of liquidity. Management believes that FFO is helpful to investors in understanding our operating performance, primarily because its calculation excludes depreciation and amortization expense on real estate assets. We believe that GAAP historical cost depreciation of real estate assets is generally not correlated with changes in the value of those assets, whose value does not diminish predictably over time, as historical cost depreciation implies. While our calculation of FFO is in accordance with the National Association of Real Estate Investment Trusts’, or NAREIT’s, definition, it may differ from the methodology for calculating FFO utilized by other REITs and, accordingly, may not be comparable to such other REITs. Core FFO represents FFO as adjusted for items that are not considered part of our core business operations, such as adjustments related to the fair value of the embedded derivative in the MAA Series I preferred shares, gain or loss on sale of non- depreciable assets, gain or loss from unconsolidated limited partnerships, net casualty gain or loss, gain or loss on debt extinguishment, legal costs and settlements, COVID-19 related costs and mark-to-market debt adjustments. While our definition of Core FFO may be similar to others in the industry, our methodology for calculating Core FFO may differ from that utilized by other REITs and, accordingly, may not be comparable to such other REITs. Core FFO should not be considered as an alternative to net income available for MAA common shareholders as an indicator of operating performance. We believe that Core FFO is helpful in understanding our core operating performance between periods in that it removes certain items that by their nature are not comparable over periods and therefore tend to obscure actual operating performance. The following table presents a reconciliation of net income available for MAA common shareholders to FFO and Core FFO for the years ended December 31, 2021 and 2020, as we believe net income available for MAA common shareholders is the most directly comparable GAAP measure (dollars in thousands): Net income available for MAA common shareholders Depreciation and amortization of real estate assets Gain on sale of depreciable real estate assets Depreciation and amortization of real estate assets of real estate joint venture Net income attributable to noncontrolling interests FFO attributable to the Company Loss (income) from embedded derivative in preferred shares (1) Gain on sale of non-depreciable real estate assets Gain from unconsolidated limited partnerships, net of tax (1)(2) Net casualty loss and other settlement proceeds (3) Loss on debt extinguishment (1) Legal costs and settlements, net (1) COVID-19 related costs (1) Mark-to-market debt adjustments (4) Core FFO Year ended December 31, 2020 2021 $ 530,103 $ 526,220 (220,428) 616 16,911 853,422 4,560 (811) (40,875) 1,524 13,391 (2,167) 1,301 270 830,615 $ $ 251,274 504,364 (9) 612 9,053 765,294 (2,562) (1,024) (4,757) 484 344 (38) 3,536 75 761,352 (1) (2) (3) (4) Included in “Other non-operating income” in the Consolidated Statements of Operations. For the year ended December 31, 2021, $51.7 million of gain from unconsolidated limited partnerships is offset by $10.8 million of income tax expense. For the year ended December 31, 2020, $5.6 million of gain from unconsolidated limited partnerships is offset by $0.8 million of income tax expense. During the year ended December 31, 2021, we incurred $26.0 million in casualty losses related to winter storm Uri (primarily building repairs, landscaping and asset write-offs). We expect the majority of the casualty losses to be reimbursed through insurance coverage. A receivable has been recognized in “Other non-operating income” for the amount of the recorded losses that we expect to be recovered. Additional costs related to the storm that are not expected to be recovered through insurance coverage, along with other unrelated casualty losses and recoveries, are also reflected in this adjustment. The adjustment is primarily included in “Other non-operating income” in the Consolidated Statements of Operations. Included in “Interest expense” in the Consolidated Statements of Operations. Core FFO for the year ended December 31, 2021 was $830.6 million, an increase of $69.3 million as compared to the year ended December 31, 2020, primarily as a result of an increase in property revenues of $100.1 million and a decrease in interest expense of $10.7 million. The increases to Core FFO were offset by increases in property operating expenses, excluding depreciation and amortization, of $30.7 million, general and administrative expenses of $6.0 million and property management expenses of $3.4 million. 30 Liquidity and Capital Resources Overview Our cash flows from operating, investing and financing activities, as well as general economic and market conditions, are the principal factors affecting our liquidity and capital resources. We expect that our primary uses of cash will be to fund our ongoing operating needs, to fund our ongoing capital spending requirements, which relate primarily to our development, redevelopment and property repositioning activities, to repay maturing borrowings, to fund the future acquisition of assets and to pay shareholder dividends. We expect to meet our cash requirements through net cash flows from operating activities, existing unrestricted cash and cash equivalents, borrowings under our commercial paper program and our revolving credit facility, the future issuance of debt and equity and the future disposition of assets. We historically have had positive net cash flows from operating activities. We believe that future net cash flows generated from operating activities, existing unrestricted cash and cash equivalents, borrowing capacity under our current commercial paper program and revolving credit facility, and our ability to issue debt and equity will provide sufficient liquidity to fund the cash requirements for our business over the next 12 months and the foreseeable future. As of December 31, 2021, we had $1.1 billion of combined unrestricted cash and cash equivalents and available capacity under our revolving credit facility. Cash Flows from Operating Activities Net cash provided by operating activities was $895.0 million for the year ended December 31, 2021 as compared to $823.9 million for the year ended December 31, 2020. The increase in operating cash flows was primarily driven by our operating performance. Cash Flows from Investing Activities Net cash used in investing activities was $253.6 million for the year ended December 31, 2021 as compared to $484.7 million for the year ended December 31, 2020. The primary drivers of the change were as follows (dollars in thousands): Primary drivers of cash (outflow) inflow during the year ended December 31, 2021 2020 Increase (Decrease) in Net Cash Purchases of real estate and other assets Capital improvements and other Development costs Proceeds from disposition of real estate assets $ (46,028) $ (279,635) (231,642) 307,891 (56,965 ) $ (225,506 ) (201,435 ) 4,175 10,937 (54,129) (30,207) 303,716 The decrease in cash outflows for purchases of real estate and other assets was driven by acquisition activity during the year ended December 31, 2021 as compared to the year ended December 31, 2020. The increase in cash outflows for capital improvements and other was primarily driven by reconstruction related capital spend due to winter storm Uri in addition to increased redevelopment capital spend during the year ended December 31, 2021 as compared to the year ended December 31, 2020. The increase in cash outflows for development costs was driven by increased development activity during the year ended December 31, 2021 as compared to the year ended December 31, 2020. The increase in cash inflows related to proceeds from disposition of real estate assets was driven by the disposition of seven multifamily apartment communities during the year ended December 31, 2021 as compared to no apartment community dispositions during the year ended December 31, 2020. 31 Cash Flows from Financing Activities Net cash used in financing activities was $546.4 million for the year ended December 31, 2021 as compared to $374.1 million for the year ended December 31, 2020. The primary drivers of the change were as follows (dollars in thousands): Net change in commercial paper Proceeds from notes payable Principal payments on notes payable Dividends paid on common shares Net change in other financing activities Primary drivers of cash (outflow) inflow during the year ended December 31, 2021 2020 (Decrease) Increase in Net Cash $ (172,000) $ 594,423 (467,153) (470,401) (6,142) $ 102,000 447,593 (441,108 ) (457,355 ) (1,126 ) (274,000) 146,830 (26,045) (13,046) (5,016) The increase in cash outflows related to the net change in commercial paper resulted from the decrease in net borrowings of $172.0 million on our commercial paper program during the year ended December 31, 2021 as compared to the increase in net borrowings of $102.0 million on our commercial paper program during the year ended December 31, 2020. The increase in cash inflows related to proceeds from notes payable primarily resulted from the issuance of $600.0 million of unsecured senior notes during the year ended December 31, 2021 as compared to the issuance of $450.0 million of unsecured senior notes during the year ended December 31, 2020. The increase in cash outflows from principal payments on notes payable primarily resulted from the retirement of $222.0 million of privately placed unsecured senior notes, $125.0 million of publicly issued unsecured senior notes and $118.6 million of property mortgages during the year ended December 31, 2021 as compared to the retirement of a $300.0 million term loan and $135.7 million of property mortgages during the year ended December 31, 2020. The increase in cash outflows from dividends paid on common shares primarily resulted from the increase in the dividend rate to $4.10 per share during the year ended December 31, 2021 as compared to the dividend rate of $4.00 per share during the year ended December 31, 2020. The increase in cash outflows from the net change in other financing activities was primarily driven by increased debt extinguishment costs paid during the year ended December 31, 2021 as compared to the year ended December 31, 2020, partially offset by increased cash inflows from contributions received from the noncontrolling interests related to our consolidated real estate entities. Debt The following schedule reflects our debt outstanding as of December 31, 2021 (dollars in thousands): Unsecured debt Fixed rate senior notes Debt issuance costs, discounts, premiums and fair market value adjustments Total unsecured debt Secured debt Fixed rate property mortgages Debt issuance costs Total secured debt Total debt Principal Balance Average Years to Rate Maturity Effective Rate $ $ $ $ $ 4,175,000 (23,625) 4,151,375 368,555 (3,240) 365,315 4,516,690 7.1 7.1 26.8 26.8 8.7 3.3% 3.3% 4.4% 4.4% 3.4% 32 The following schedule presents the contractual maturity dates of our outstanding debt, net of debt issuance costs, discounts, premiums and fair market value adjustments as of December 31, 2021 (dollars in thousands): Revolving Credit Facility & Commercial Paper ⁽¹⁾ ⁽²⁾ Public Bonds Secured Total 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Thereafter Total $ $ — $ — — — — — — — — — — — $ $ 124,827 348,834 398,024 396,999 296,430 595,762 396,087 560,415 297,196 444,323 292,478 4,151,375 $ — — — 5,425 — — — — — — 359,890 365,315 $ $ 124,827 348,834 398,024 402,424 296,430 595,762 396,087 560,415 297,196 444,323 652,368 4,516,690 (1) (2) There were no borrowings outstanding under MAALP’s commercial paper program as of December 31, 2021. Under the terms of the program, MAALP may issue up to a maximum aggregate amount outstanding at any time of $500.0 million. For the year ended December 31, 2021, average daily borrowings outstanding under the commercial paper program were $217.8 million. There were no borrowings outstanding under MAALP’s $1.0 billion unsecured revolving credit facility as of December 31, 2021. The unsecured revolving credit facility has a maturity date of May 2023 plus two six-month extensions. The following schedule reflects the interest rate maturities of our outstanding fixed rate debt, net of debt issuance costs, discounts, premiums and fair market value adjustments as of December 31, 2021 (dollars in thousands): Fixed Rate Debt Effective Rate 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Thereafter Total $ $ 124,827 348,834 398,024 402,424 296,430 595,762 396,087 560,415 297,196 444,323 652,368 4,516,690 3.3% 4.2% 4.0% 4.2% 1.2% 3.7% 4.2% 3.7% 3.1% 1.8% 3.8% 3.4% Unsecured Revolving Credit Facility & Commercial Paper In May 2019, MAALP closed on a $1.0 billion unsecured revolving credit facility with a syndicate of banks led by Wells Fargo Bank, National Association, and fourteen other banks, which we refer to as the Credit Facility. The Credit Facility replaced our previous unsecured revolving credit facility and includes an expansion option up to $1.5 billion. The Credit Facility bears an interest rate of LIBOR, plus a spread of 0.75% to 1.45% based on an investment grade pricing grid. The Credit Facility matures in May 2023 with an option to extend for two additional six-month periods. As of December 31, 2021, there was no outstanding balance under the Credit Facility, while $4.0 million of capacity was used to support outstanding letters of credit. The Credit Facility serves as our primary source of short-term liquidity. Certain tenors of the USD LIBOR (one-week and two-month) ceased publication as of December 31, 2021, and all remaining tenors of the USD LIBOR (one, three, six and 12-month) will cease to be published after June 30, 2023. Currently, our exposure to the phase-out of LIBOR is limited to the Credit Facility. The terms of the Credit Facility allow for the transition to an alternate benchmark interest rate, including SOFR, to replace any outstanding USD LIBOR borrowings at the time USD LIBOR is no longer published. In May 2019, MAALP established an unsecured commercial paper program, whereby it can issue unsecured commercial paper notes with varying maturities not to exceed 397 days up to a maximum aggregate amount outstanding of $500.0 million. As of December 31, 2021, there were no outstanding borrowings under the commercial paper program. 33 Unsecured Senior Notes As of December 31, 2021, MAALP had $4.2 billion of publicly issued unsecured senior notes. In July 2021, MAALP retired a $72.8 million tranche of privately placed unsecured senior notes at maturity. In August 2021, MAALP publicly issued $300 million in aggregate principal amount of unsecured senior notes maturing September 2026 with a coupon rate of 1.100% per annum. Interest will be paid semi-annually on March 15 and September 15 of each year beginning March 15, 2022. In August 2021, MAALP also publicly issued $300 million in aggregate principal amount of unsecured senior notes maturing September 2051 with a coupon rate of 2.875% per annum. Interest will be paid semi-annually on March 15 and September 15 of each year beginning March 15, 2022. In September 2021, MAALP retired a $117.0 million tranche of privately placed unsecured senior notes due in November 2022, a $125.0 million portion of the $250.0 million in aggregate principal amount of publicly issued unsecured senior notes due in December 2022, a $12.3 million tranche of privately placed unsecured senior notes due in July 2023 and a $20.0 million tranche of privately placed unsecured senior notes due in November 2024. We incurred $13.4 million in prepayment penalties and write-offs of unamortized costs resulting from the debt retirements. These costs are included in “Other non-operating income” in the accompanying Consolidated Statements of Operations for the year ended December 31, 2021. Secured Property Mortgages MAALP maintains secured property mortgages with various life insurance companies. As of December 31, 2021, MAALP had $368.6 million of secured property mortgages with a weighted average interest rate of 4.4%. In February 2021, MAALP retired a $118.6 million mortgage associated with eight apartment communities prior to its June 2021 maturity. For more information regarding our debt capital resources, see Note 5 to the consolidated financial statements included in this Annual Report on Form 10-K. Equity As of December 31, 2021, MAA owned 115,336,876 OP Units, comprising a 97.3% limited partnership interest in MAALP, while the remaining 3,206,118 outstanding OP Units were held by limited partners of MAALP other than MAA. Holders of OP Units (other than MAA) may require us to redeem their OP Units from time to time, in which case we may, at our option, pay the redemption price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA’s common stock on the NYSE over a specified period prior to the redemption date) or by delivering one share of MAA’s common stock (subject to adjustment under specified circumstances) for each OP Unit so redeemed. MAA has registered under the Securities Act the 3,206,118 shares of its common stock that, as of December 31, 2021, were issuable upon redemption of OP Units, in order for those shares to be sold freely in the public markets. In August 2021, MAA entered into two 18-month forward sale agreements with respect to a total of 1.1 million shares of its common stock at an initial forward sale price of $190.56 per share, which price is net of issuance costs. Under the forward sale agreements, the forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread and will be decreased based on amounts related to dividends on MAA’s common stock during the term of the forward sale agreements. No shares had been settled under the forward sale agreements as of December 31, 2021. Subject to certain conditions, we generally have the right to elect cash or net share settlement under the forward sale agreements, although we expect to settle the forward sale agreements entirely by the full physical delivery of shares of MAA’s common stock in exchange for cash proceeds. We intend to use any cash proceeds upon settlement of the forward sale agreements to fund our development and redevelopment activities, among other potential uses. In November 2021, the Company entered into an equity distribution agreement to establish a new ATM program, replacing MAA’s previous ATM program and allowing MAA to sell shares of its common stock from time to time to or through its sales agents into the existing market at current market prices, and to enter into separate forward sales agreements to or through its forward purchasers. Under its current ATM program, MAA has the authority to issue up to an aggregate of 4.0 million shares of its common stock, at such times to be determined by MAA. MAA has no obligation to issue shares through the ATM program. During the years ended December 31, 2021 and 2020, MAA did not sell any shares of common stock under its ATM program. As of December 31, 2021, there were 4.0 million shares remaining under the current ATM program. For more information regarding our equity capital resources, see Note 8 and Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K. 34 Material Cash Requirements The following table summarizes material cash requirements as of December 31, 2021 related to contractual obligations, which consist of principal and interest on our debt obligations and right-of-use lease obligations (dollars in thousands): Debt obligations (1) Fixed rate interest Right-of-use lease obligations (2) Total (1) (2) 2022 $ 126,401 154,229 2023 $ 351,481 149,027 2024 $ 401,566 127,021 2025 $ 400,815 118,070 2026 $ 300,000 103,099 Thereafter $ 2,963,292 666,554 Total $ 4,543,555 1,318,000 2,894 $ 283,524 2,885 $ 503,393 2,862 $ 531,449 2,872 $ 521,757 2,920 $ 406,019 59,993 $ 3,689,839 74,426 $ 5,935,981 Represents principal payments gross of discounts, premiums, debt issuance costs and fair market value adjustments of debt assumed. Primarily comprised of a ground lease underlying one apartment community we own and the lease of our corporate headquarters. As of December 31, 2021, we also had contractual obligations, which are not reflected in the table above, to make additional capital contributions to two technology-focused limited partnerships in which we hold equity interests. The capital contributions may be called by the general partners at any time until February 2025 after giving appropriate notice. As of December 31, 2021, we had committed to make additional capital contributions totaling up to $16.0 million if and when called by the general partners of the limited partnerships and until February 2025. We have other material cash requirements that do not represent contractual obligations, but we expect to incur in the ordinary course of our business. As of December 31, 2021, we had six development communities under construction totaling 2,021 apartment units once complete. Total expected costs for the six development projects are $460.5 million, of which $273.7 million had been incurred through December 31, 2021. We expect to have additional development projects in the future. In addition, our property development and repositioning activities are ongoing, and we incur expenditures relating to recurring capital replacements, which typically include scheduled carpet replacement, new roofs, HVAC units, plumbing, concrete, masonry and other paving, pools and various exterior building improvements. For the year ending December 31, 2022, we expect that our total capital expenditures relating to our development activities, our property redevelopment and repositioning activities and recurring capital replacements will be in line with our total capital expenditures for the year ended December 31, 2021. We typically declare cash dividends on MAA’s common stock on a quarterly basis, subject to approval by MAA’s Board of Directors. We expect to pay quarterly dividends at an annual rate of $4.35 per share of MAA common stock during the year ending December 31, 2022. Inflation Our resident leases at our apartment communities allow for adjustments in the rental rate at the time of renewal, which may enable us to seek rent increases. The majority of our leases are for one year or less. The short-term nature of these leases generally serves to reduce our risk to adverse effects of inflation. Critical Accounting Estimates A critical accounting estimate is one that is both important to our financial condition and results of operations and that involves some degree of uncertainty. The preceding discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements and the notes thereto, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make a number of estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. On an ongoing basis, we evaluate our estimates and assumptions based upon historical experience and various other factors and circumstances. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may differ from these estimates and assumptions. We believe that the estimates and assumptions summarized below are most important to the portrayal of our financial condition and results of operations because they involve a significant level of estimation uncertainty and they have had, or are reasonably likely to have, a material impact on our financial condition or results of operations. Acquisition of real estate assets We account for our acquisitions of investments in real estate as asset acquisitions in accordance with Accounting Standards Codification Topic 805, Business Combinations, which requires the cost of the real estate acquired to be allocated to the individual acquired tangible assets, consisting of land, buildings and improvements and other, and identified intangible assets, consisting of the value of in-place leases and other contracts, on a relative fair value basis. In calculating the asset value of acquired tangible and 35 intangible assets, management may use significant subjective inputs, including forecasted net operating income, or NOI, and market specific capitalization and discount rates. Management analyzes historical stabilized NOI to determine its estimate for forecasted NOI. Management estimates the market capitalization rate by analyzing the market capitalization rates for sold properties with comparable ages in similarly sized markets. Management allocates the purchase price of the asset acquisition based on the relative fair value of the individual components as a proportion of the total assets acquired. During the years ended December 31, 2021 and 2020, we did not acquire any real estate assets that required us to allocate the cost of the real estate asset to the individual acquired tangible and intangible assets. Impairment of long-lived assets We account for long-lived assets in accordance with the provisions of accounting standards for the impairment or disposal of long-lived assets. Management periodically evaluates long-lived assets, including investments in real estate, for indicators that would suggest that the carrying amount of the assets may not be recoverable. The judgments regarding the existence of such indicators are based on factors such as operating performance, market conditions and legal factors. Long-lived assets, such as real estate assets, equipment, right-of-use lease assets and purchased intangibles subject to amortization, are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, or an asset group. Management generally considers the individual assets of an apartment community to collectively represent an asset group. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Management calculates the fair value of an asset by dividing estimated future cash flows by a market capitalization rate. No material impairment losses were recognized during the years ended December 31, 2021 and 2020. Our impairment assessments contain uncertainties because they require management to make assumptions and to apply judgment to estimate future cash flows and the fair value of the assets. Key assumptions used in estimating future cash flows and the fair value of an asset include projecting an apartment community’s NOI, estimating asset useful lives, disposition dates and recurring capital expenditures, as well as selecting an appropriate market capitalization rate. Management considers its apartment communities’ historical stabilized NOI performance, local market economics and the business environment impacting our apartment communities as the basis in projecting forecasted NOI, which management believes is representative of future cash flows. Management estimates the market capitalization rate by analyzing the market capitalization rates for sold properties with comparable ages in similarly sized markets. These estimates are subjective and our ability to realize future cash flows and asset fair values is affected by factors such as ongoing maintenance and improvement of the assets, changes in economic conditions and changes in operating performance. Loss contingencies The outcomes of claims, disputes and legal proceedings are subject to significant uncertainty. Management records an accrual for loss contingencies when a loss is probable and the amount of the loss can be reasonably estimated. We also accrue an estimate of defense costs expected to be incurred in connection with legal matters. Management reviews these accruals quarterly and makes revisions based on changes in facts and circumstances. When a loss contingency is not both probable and reasonably estimable, then we do not accrue the loss. However, for material loss contingencies, if the unrecorded loss (or an additional loss in excess of the accrual) is at least a reasonable possibility and material, then management discloses a reasonable estimate of the possible loss, or range of loss, if such reasonable estimate can be made. If we cannot make a reasonable estimate of the possible loss, or range of loss, then a statement to that effect is disclosed. The assessment of whether a loss is probable or a reasonable possibility, and whether the loss or range of loss is reasonably estimable, often involves a series of complex and qualitative judgments about future events. Among the factors that we consider in this assessment, including with respect to the matters disclosed in this Annual Report on Form 10-K, are the nature of existing legal proceedings and claims, the asserted or possible damages or loss contingency (if reasonably estimable), the progress of the matter, existing law and precedent, the opinions or views of legal counsel and other advisers, our experience in similar matters, the facts available to us at the time of assessment, and how we intend to respond, or have responded, to the proceeding or claim. Management’s assessment of these factors may change over time as individual proceedings or claims progress. For matters where we are not currently able to reasonably estimate a range of reasonably possible loss, the factors that have contributed to this determination include the following: (i) the damages sought are indeterminate; (ii) the proceedings are in the early stages; (iii) the matters involve novel or unsettled legal theories or a large or uncertain number of actual or potential cases or parties; and/or (iv) discussions with the parties in matters that are expected ultimately to be resolved through negotiation and settlement have not reached the point where we believe a reasonable estimate of loss, or range of loss, can be made. In such instances, management believes that there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual loss or business impact, if any. 36 Valuation of embedded derivative The redemption feature embedded in the MAA Series I preferred stock is reported as a derivative asset and is adjusted to its fair value at each reporting date, with a corresponding non-cash adjustment to the income statement. The derivative asset related to the redemption feature is valued using widely accepted valuation techniques, including a discounted cash flow analysis in which the perpetual value of the preferred shares is compared to the value of the preferred shares assuming the call option is exercised, with the value of the bifurcated call option as the difference between the two values. The analysis reflects the contractual terms of the redeemable preferred shares, which are redeemable at our option beginning on October 1, 2026 and at the redemption price of $50 per share. We use various significant inputs in the analysis, including trading data available on the preferred shares, coupon yields on preferred stock issuances from REITs with similar credit ratings as MAA and treasury rates to determine the fair value of the bifurcated call option. As a result of the adjustments recorded to reflect the change in fair value of the derivative asset, the fair value of the embedded derivative asset decreased to $34.5 million as of December 31, 2021 as compared to $39.0 million as of December 31, 2020, a decrease in value of the asset of $4.5 million. Arriving at the valuation of the embedded derivative requires a significant amount of subjective judgment by management, and the valuation of the embedded derivative is highly sensitive to changes in certain inputs in the analysis. For example, changes in the inputs of the trading data available on the preferred shares, coupon yields on preferred stock issuances from REITs with similar credit ratings as MAA and treasury rates could cause the valuation of the embedded derivative to materially change from the recorded balance as of December 31, 2021. For instance, holding all other assumptions constant, a $1 decrease in the trading price of the preferred shares as of December 31, 2021 would result in a decrease in fair value of the embedded derivative asset of approximately $6 million. Significant Accounting Policies For more information regarding our significant accounting policies, including the accounting polices related to the critical accounting estimates discussed above as well as a brief description of recent accounting pronouncements that could have a material impact on our financial statements, see Note 1 to the consolidated financial statements included in this Annual Report on Form 10-K. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. Our primary market risk exposure is to changes in interest rates on our borrowings. As of December 31, 2021, 14.2% of our total market capitalization consisted of debt borrowings. Our interest rate risk objective is to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve this objective, we manage our exposure to fluctuations in market interest rates for borrowings through the use of fixed rate debt instruments and from time to time interest rate swaps to effectively fix the interest rate on anticipated future debt transactions. We use our best efforts to have our debt instruments mature across multiple years, which we believe limits our exposure to interest rate changes in any one year. We do not enter into derivative instruments for trading or other speculative purposes. As of December 31, 2021, 100.0% of our outstanding debt was subject to fixed rates. We regularly review interest rate exposure on outstanding borrowings in an effort to minimize the risk of interest rate fluctuations. Item 8. Financial Statements and Supplementary Data. The consolidated financial statements and related financial information required to be filed are set forth on pages F-1 to F-42 of this Annual Report on Form 10-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. 37 Item 9A. Controls and Procedures. Mid-America Apartment Communities, Inc. (a) Evaluation of Disclosure Controls and Procedures MAA is required to maintain disclosure controls and procedures, within the meaning of Exchange Act Rules 13a-15 and 15d- 15. MAA’s management, with the participation of MAA’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of MAA’s disclosure controls and procedures as of December 31, 2021. Based on that evaluation, MAA’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, 2021 to ensure that information required to be disclosed by MAA in its Exchange Act filings is accurately recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to MAA’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. (b) Management’s Report on Internal Control over Financial Reporting MAA’s management is responsible for establishing and maintaining adequate internal control over financial reporting within the meaning of Exchange Act Rules 13a-15 and 15d-15. MAA’s management, with the participation of MAA’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of MAA’s internal control over financial reporting as of December 31, 2021 based on the framework specified in Internal Control - Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, MAA’s management concluded that MAA’s internal control over financial reporting was effective as of December 31, 2021. Ernst & Young LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on MAA’s internal control over financial reporting, which is included in this Annual Report on Form 10-K. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation. (c) Changes in Internal Control over Financial Reporting There was no change to MAA’s internal control over financial reporting, within the meaning of Exchange Act Rules 13a-15 and 15d-15, that occurred during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, MAA’s internal control over financial reporting. Mid-America Apartments, L.P. (a) Evaluation of Disclosure Controls and Procedures The Operating Partnership is required to maintain disclosure controls and procedures, within the meaning of Exchange Act Rules 13a-15 and 15d-15. Management of the Operating Partnership, with the participation of the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, carried out an evaluation of the effectiveness of the Operating Partnership’s disclosure controls and procedures as of December 31, 2021. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, concluded that the disclosure controls and procedures were effective as of December 31, 2021 to ensure that information required to be disclosed by the Operating Partnership in its in Exchange Act filings is accurately recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Operating Partnership’s management, including the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, as appropriate to allow timely decisions regarding required disclosure. (b) Management’s Report on Internal Control over Financial Reporting Management of the Operating Partnership is responsible for establishing and maintaining adequate internal control over financial reporting within the meaning of Exchange Act Rule 13a-15 and 15d-15. Management of the Operating Partnership, with the participation of the Chief Executive Officer and Chief Financial Officer of MAA, as the general partner of the Operating Partnership, conducted an evaluation of the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2021 based on the framework specified in Internal Control - Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, management of the Operating Partnership has concluded that the Operating Partnership’s internal control over financial reporting was effective as of December 31, 2021. An 38 attestation report of the independent registered public accounting firm of the Operating Partnership will not be required as long as the Operating Partnership is a non-accelerated filer. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation. (c) Changes in Internal Control over Financial Reporting There was no change to the Operating Partnership’s internal control over financial reporting, within the meaning of Exchange Act Rules 13a-15 and 15d-15, that occurred during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. Item 10. Directors, Executive Officers and Corporate Governance. PART III The information contained in MAA’s 2022 Proxy Statement in the sections entitled “Current Board Composition”, “Director Nominees for Election” and “Executive Officers of the Registrant” is incorporated herein by reference in response to this Item 10. Our Board of Directors has adopted a Code of Conduct applicable to all officers, directors and employees, including the CEO, CFO and principal accounting officer, which can be found on our website at https://www.maac.com, on the “For Investors” page in the “Corporate Documents” section under “Overview—Corporate Governance”. We will provide a copy of this document to any person, without charge, upon request, by writing to the Legal Department at MAA, 6815 Poplar Avenue, Suite 500, Germantown, Tennessee 38138. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Conduct by posting such information on our website at the address and the locations specified above. Reference to our website does not constitute incorporation by reference of the information contained on the site and should not be considered part of this Annual Report on Form 10-K. Item 11. Executive Compensation. The information contained in MAA’s 2022 Proxy Statement in the sections entitled “Executive Compensation Tables”, “Director Compensation Table”, “Compensation Committee Interlocks and Insider Participation”, “Compensation Committee Report” and “Compensation Discussion and Analysis” is incorporated herein by reference in response to this Item 11. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information contained in MAA’s 2022 Proxy Statement in the sections entitled “Security Ownership of Management”, “Security Ownership of Certain Beneficial Owners” and “Securities Authorized for Issuance Under Equity Compensation Plans” is incorporated herein by reference in response to this Item 12. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information contained in MAA’s 2022 Proxy Statement in the sections entitled “Certain Relationships and Related Transactions” and “Indebtedness of Management” is incorporated herein by reference in response to this Item 13. Item 14. Principal Accountant Fees and Services. The information contained in MAA’s 2022 Proxy Statement in the section entitled “Audit and Non-Audit Fees” is incorporated herein by reference in response to this Item 14. 39 PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) Financial Statements of Mid-America Apartment Communities, Inc.: Consolidated Balance Sheets as of December 31, 2021 and 2020 Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019 Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019 Consolidated Statements of Equity for the years ended December 31, 2021, 2020 and 2019 Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 Financial Statements of Mid-America Apartments, L.P.: Consolidated Balance Sheets as of December 31, 2021 and 2020 Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019 Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019 Consolidated Statements of Changes in Capital for the years ended December 31, 2021, 2020 and 2019 Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 Notes to Consolidated Financial Statements for the years ended December 31, 2021, 2020 and 2019 2. Financial Statement Schedule required to be filed by Item 8 and Paragraph (b) of this Item 15: Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2021 3. The exhibits required by Item 601 of Regulation S-K, except as otherwise noted, have been filed with previous reports by the registrant and are herein incorporated by reference. F-1 F-7 F-8 F-9 F-10 F-11 F-12 F-13 F-14 F-15 F-16 F-17 F-37 40 Exhibit Number Exhibit Description 3.1 Composite Charter of Mid-America Apartment Communities, Inc. (Filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on February 24, 2017 and incorporated herein by reference). 3.2 Fourth Amended and Restated Bylaws of Mid-America Apartment Communities, Inc., dated as of March 13, 2018 (Filed as Exhibit 3.2(i) to the Registrant’s Current Report on Form 8-K filed on March 14, 2018 and incorporated herein by reference). 3.3 Composite Certificate of Limited Partnership of Mid-America Apartments, L.P. (Filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 1, 2019 and incorporated herein by reference). 3.4 Third Amended and Restated Agreement of Limited Partnership of Mid-America Apartments, L.P. dated as of October 1, 2013 (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2013 and incorporated herein by reference). 3.5 First Amendment to the Third Amended and Restated Agreement of Limited Partnership of Mid-America Apartments, L.P. (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 10, 2016 and incorporated herein by reference). 4.1 Form of Common Share Certificate (Filed as Exhibit 4.1 to the Registrant's Annual Report on form 10-K filed on February 18, 2021 and incorporated herein by reference). 4.2 Form of 8.50% Series I Cumulative Redeemable Preferred Stock Certificate (Filed as Exhibit 4.2 to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-4 filed on September 28, 2016 and incorporated herein by reference). 4.3 Indenture, dated as of October 16, 2013, by and among Mid-America Apartments, L.P., Mid-America Apartment Communities, Inc. and U.S. Bank National Association (Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 16, 2013 and incorporated herein by reference). 4.4 4.5 First Supplemental Indenture, dated as of October 16, 2013, by and among Mid-America Apartments, L.P., Mid- America Apartment Communities, Inc. and U.S. Bank National Association, including the form of 4.300% Senior Notes due 2023 (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on October 16, 2013 and incorporated herein by reference). Second Supplemental Indenture, dated as of June 13, 2014, by and among Mid-America Apartments, L.P., Mid-America Apartment Communities, Inc. and U.S. Bank National Association, including the form of 3.7500% Senior Notes due 2024 (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 13, 2014 and incorporated herein by reference). 4.6 Third Supplemental Indenture, dated as of November 9, 2015, by and among Mid-America Apartments, L.P., Mid- America Apartment Communities, Inc. and U.S. Bank National Association, including the form of 4.000% Senior Notes due 2025 (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 9, 2015 and incorporated herein by reference). 4.7 4.8 4.9 4.10 4.11 Indenture between Post Properties, Inc. and SunTrust Bank, as Trustee (Filed as Exhibit 4.1 to Post Properties’ Registration Statement on Form S-3 (File No. 333-42884), and incorporated herein by reference). First Supplemental Indenture to the Indenture between the Post Apartment Homes, L.P., and SunTrust Bank, as Trustee (Filed as Exhibit 4.2 to Post Properties’ Registration Statement on Form S-3ASR (File No. 333-139581) and incorporated herein by reference). Form of Post Apartment Homes, L.P. 3.375% Note due 2022 (Filed as Exhibit 4.1 to Post Properties’ Current Report on Form 8-K filed November 7, 2012 and incorporated herein by reference). Indenture, dated as of May 9, 2017, by and between Mid-America Apartments, L.P. and U.S. Bank National Association (Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 9, 2017 and incorporated herein by reference). First Supplemental Indenture, dated as of May 9, 2017, by and between Mid-America Apartments, L.P. and U.S. Bank National Association (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 9, 2017 and incorporated herein by reference). 41 4.12 4.13 4.14 4.15 4.16 Second Supplemental Indenture, dated as of May 14, 2018, by and between Mid-America Apartments, L.P. and U.S. Bank National Association (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on May 14, 2018 and incorporated herein by reference). Third Supplemental Indenture, dated as of March 7, 2019, by and between Mid-America Apartments, L.P. and U.S. Bank National Association (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 7, 2019 and incorporated herein by reference). Fourth Supplemental Indenture, dated as of November 26, 2019, by and between Mid-America Apartments, L.P. and U.S. Bank National Association (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 26, 2019 and incorporated herein by reference). Fifth Supplemental Indenture, dated as of August 12, 2020, by and between Mid-America Apartments, L.P. and U.S. Bank National Association (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 12, 2020 and incorporated herein by reference). Sixth Supplemental Indenture, dated as of August 19, 2021, by and between Mid-America Apartments, L.P. and U.S. Bank National Association (Filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 19, 2021 and incorporated herein by reference). 4.17 Description of Securities (Filed as Exhibit 4.15 to the Registrant’s Annual Report on Form 10-K filed on February 20, 2020 and incorporated herein by reference). 10.1† 10.2† Employment Agreement, dated as of March 24, 2015, by and between the Registrant and H. Eric Bolton, Jr. (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 24, 2015 and incorporated herein by reference). Non-Qualified Deferred Compensation Plan for Outside Company Directors as Amended Effective November 30, 2010 (Filed as Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed on February 26, 2016 and incorporated herein by reference). 10.3† Amended and Restated Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan (Filed as Appendix B to the Registrant’s Definitive Proxy Statement filed on April 16, 2014 and incorporated herein by reference). 10.4† 10.5† 10.6† Form of Non-Qualified Stock Option Agreement for Company Employees under the Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan (Filed as Exhibit 10.20 to the Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2013 and incorporated herein by reference). Form of Restricted Stock Award Agreement under the Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan (Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 1, 2015 and incorporated herein by reference). Form of Incentive Stock Option Agreement for Company Employees under the Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan (Filed as Exhibit 10.22 to the Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2017 and incorporated herein by reference). 10.7† MAA Non-Qualified Executive Deferred Compensation Retirement Plan Amended and Restated Effective January 1, 2016 (Filed as Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed on February 26, 2016 and incorporated herein by reference). 10.8† Form of Change in Control and Termination Agreement (Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 2, 2014 and incorporated herein by reference). 10.9† Mid-America Apartment Communities, Inc. Indemnification Agreement (Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 1, 2016 and incorporated herein by reference). 10.10† Amended and Restated Post Properties Inc. 2003 Incentive Stock Plan (Filed as Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed on December 9, 2016 and incorporated herein by reference). 10.11† 10.12† Second Amended and Restated Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan (Filed as Appendix A to the Registrant’s Definitive Proxy Statement filed on April 9, 2018 and incorporated herein by reference). Form of Restricted Stock Award Agreement Under the Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan (Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 2, 2018 and incorporated herein by reference). 42 10.13† 10.14† 10.15† Form of Non-Qualified Stock Option Agreement for Company Employees Under the Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan (Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 2, 2018 and incorporated herein by reference). Form of Incentive Stock Option Agreement for Company Employees Under the Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan (Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on August 2, 2018 and incorporated herein by reference). Form of Restricted Stock Unit Award Agreement Under the Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan (Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on August 2, 2018 and incorporated herein by reference). 10.16 Third Amended and Restated Credit Agreement, dated as of May 21, 2019, by and among Mid-America Apartments, L.P., as the borrower, Wells Fargo Bank, National Association, as the administrative agent, Wells Fargo Securities, LLC, KeyBanc Capital Markets Inc. and JPMorgan Chase Bank, N.A., as the arrangers, KeyBank National Association and JPMorgan Chase Bank, N.A., as syndication agents, and the other lenders named therein (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 22, 2019 and incorporated herein by reference). 21.1 List of Subsidiaries. 23.1 Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP for MAA. 23.2 Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP for MAALP. 31.1 MAA Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 MAA Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.3 MAALP Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.4 MAALP Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* MAA Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* MAA Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.3* MAALP Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.4* MAALP Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following financial information from Mid-America Apartment Communities, Inc.’s and Mid-America Apartments, L.P.’s Annual Report on Form 10-K for the period ended December 31, 2021, filed with the SEC on February 17, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020; (ii) the Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019; (iv) the Consolidated Statements of Equity/Changes in Capital for the years ended December 31, 2021, 2020 and 2019; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019; (vi) Notes to Consolidated Financial Statements; and (vii) Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2021. 104 Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101). † Management contract or compensatory plan or arrangement. * This certification is being furnished solely to accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of MAA or MAALP, whether made before or after the date hereof, regardless of any general incorporation language in such filings. (b) (c) Exhibits: See Item 15(a)(3) above. Financial Statement Schedule: See Item 15(a)(2) above. 43 Item 16. Form 10-K Summary. None. 44 Pursuant to the requirements of Section 13 or 15(d) 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. SIGNATURES Date: February 17, 2022 MID-AMERICA APARTMENT COMMUNITIES, INC. /s/ H. Eric Bolton, Jr. H. Eric Bolton, Jr. Chairman of the Board of Directors Chief Executive Officer (Principal Executive Officer) 45 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 MID-AMERICA APARTMENT COMMUNITIES, INC. /s/ H. Eric Bolton, Jr. H. Eric Bolton, Jr. Chairman of the Board of Directors Chief Executive Officer (Principal Executive Officer) /s/ Albert M. Campbell, III Albert M. Campbell, III Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ A. Clay Holder A. Clay Holder Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) /s/ Alan B. Graf, Jr. Alan B. Graf, Jr. Director /s/ Edith Kelly-Green Edith Kelly-Green Director /s/ Toni Jennings Toni Jennings Director /s/ James K. Lowder James K. Lowder Director /s/ Thomas H. Lowder Thomas H. Lowder Director /s/ Monica McGurk Monica McGurk Director /s/ Claude B. Nielsen Claude B. Nielsen Director /s/ Philip W. Norwood Philip W. Norwood Director /s/ W. Reid Sanders W. Reid Sanders Director /s/ Gary Shorb Gary Shorb Director /s/ David P. Stockert David P. Stockert Director 46 Pursuant to the requirements of Section 13 or 15(d) 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. SIGNATURES Date: February 17, 2022 MID-AMERICA APARTMENTS, L.P. a Tennessee Limited Partnership By: Mid-America Apartment Communities, Inc., its general partner /s/ H. Eric Bolton, Jr. H. Eric Bolton, Jr. Chairman of the Board of Directors Chief Executive Officer (Principal Executive Officer) 47 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant as an officer or director of Mid-America Apartment Communities, Inc., in its capacity as the general partner of the registrant and on the dates indicated. Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 Date: February 17, 2022 MID-AMERICA APARTMENTS, L.P. a Tennessee Limited Partnership By: Mid-America Apartment Communities, Inc., its general partner /s/ H. Eric Bolton, Jr. H. Eric Bolton, Jr. Chairman of the Board of Directors Chief Executive Officer (Principal Executive Officer) /s/ Albert M. Campbell, III Albert M. Campbell, III Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ A. Clay Holder A. Clay Holder Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) /s/ Alan B. Graf, Jr. Alan B. Graf, Jr. Director /s/ Edith Kelly-Green Edith Kelly-Green Director /s/ Toni Jennings Toni Jennings Director /s/ James K. Lowder James K. Lowder Director /s/ Thomas H. Lowder Thomas H. Lowder Director /s/ Monica McGurk Monica McGurk Director /s/ Claude B. Nielsen Claude B. Nielsen Director /s/ Philip W. Norwood Philip W. Norwood Director /s/ W. Reid Sanders W. Reid Sanders Director /s/ Gary Shorb Gary Shorb Director /s/ David P. Stockert David P. Stockert Director 48 To the Shareholders and the Board of Directors of Mid-America Apartment Communities, Inc. Report of Independent Registered Public Accounting Firm Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Mid-America Apartment Communities, Inc. (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 17, 2022 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Loss Contingencies Description of the Matter As discussed in Note 11 to the consolidated financial statements, two separate putative class action lawsuits were filed against the Company in 2016 and 2017. The lawsuits both relate to purported violations of a late-fee statute in the state of Texas. In 2018, the District Court granted the plaintiffs’ motions for partial summary judgment and class certification. The Company appealed the class certifications to the Fifth Circuit Court of Appeals. In 2021, the Fifth Circuit Court of Appeals issued its opinions finding error in the District Court’s analysis of the Texas late-fee statute and remanding the lawsuits to the District Court to determine if class certifications are appropriate in light of the Fifth Circuit Court of Appeals’ ruling. If the plaintiff classes are recertified, management estimates that the Company’s maximum exposure in the lawsuits is $63.0 million. Auditing management’s evaluation of an accrual for, and disclosure of, loss contingencies related to the class action lawsuits was especially challenging because management’s evaluation of the likelihood and amount of loss and range of potential loss is highly subjective and requires significant judgment. In particular, management’s evaluation considers, among other factors, the nature of the claim, the asserted or possible damages, the progress of the matter, existing law and precedent, the opinions or views of legal counsel and other advisors, the Company’s experience in similar matters, the facts available at the time of the assessment, and how the Company intends to respond, or has responded, to the claim, which involves a series of complex judgments about future events. F-1 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the evaluation of the class action lawsuits, including controls related to the Company’s assessment and measurement of its estimate of maximum exposure. For example, we tested controls over management’s review and approval of the legal reserves and related disclosures. To test the Company’s assessment of the probability of incurrence of a loss and whether the loss was reasonably estimable, our audit procedures included, among others, reading summaries of the proceedings and related lawsuit correspondence, requesting and receiving written responses to our inquiries of internal and external legal counsel and meeting with internal and external legal counsel to discuss developments related to the legal matters and case progression. To test the measurement of management’s estimate of maximum exposure, among other procedures, we evaluated the method of measuring the maximum exposure and related assumptions, tested the accuracy and completeness of the data, and reviewed correspondence received from internal and external counsel used to determine the estimate of maximum exposure that was disclosed. Valuation of Embedded Derivative Description of the Matter As disclosed in Notes 6 and 8 to the consolidated financial statements, the Series I Preferred Stock shares (“preferred shares”) include a redemption feature which represents an embedded call option exercisable at the Company’s option beginning on October 1, 2026 at the redemption price of $50 per share. The embedded call option has been bifurcated as a separate asset and is valued at fair value each reporting period with changes in its fair value reported in earnings. At each reporting date, management performs an analysis which compares the perpetual value of the preferred shares to the value of the preferred shares assuming the call option is exercised, with the value of the bifurcated call option as the difference between the two values. At December 31, 2021, the fair value of the Company’s embedded derivative asset was $34.5 million. Auditing the Company’s valuation of this bifurcated embedded derivative was challenging as the Company uses a complex valuation methodology that incorporates various inputs, including trading data available on the preferred shares, treasury rates and coupon yields on preferred stock issuances from REITs with similar credit ratings, and includes significant assumptions about economic and market conditions with uncertain future outcomes. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the risks of material misstatement relating to the valuation of the bifurcated embedded derivative asset. For example, we tested controls over management’s review of the valuation model and the underlying inputs and assumptions noted above. To test the valuation of the embedded derivative asset, our audit procedures included, among others, assessing the methodology used in the valuation model and testing the significant assumptions discussed above. For example, we evaluated management’s assumptions by comparing the coupon rate that was used to discount future dividend payments from the preferred stock to observable market data. We also assessed the completeness and accuracy of the underlying data used by the Company in its valuation. In addition, we involved our valuation specialists to assist in our evaluation of the methodology used by the Company and the underlying inputs and assumptions noted above. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2005. Memphis, Tennessee February 17, 2022 F-2 Report of Independent Registered Public Accounting Firm To the Partners of Mid-America Apartments, L.P. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Mid-America Apartments, L.P. (the Operating Partnership) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, changes in capital, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F-3 Description of the Matter Loss Contingencies As discussed in Note 11 to the consolidated financial statements, two separate putative class action lawsuits were filed against Mid-America Apartment Communities, Inc. (MAA) and the Operating Partnership in 2016 and 2017. The lawsuits both relate to purported violations of a late-fee statute in the state of Texas. In 2018, the District Court granted the plaintiffs’ motions for partial summary judgment and class certification. MAA and the Operating Partnership appealed the class certifications to the Fifth Circuit Court of Appeals. In 2021, the Fifth Circuit Court of Appeals issued its opinions finding error in the District Court’s analysis of the Texas late-fee statute and remanding the lawsuits to the District Court to determine if class certifications are appropriate in light of the Fifth Circuit Court of Appeals’ ruling. If the plaintiff classes are recertified, management estimates that MAA’s and the Operating Partnership’s maximum exposure in the lawsuits is $63.0 million. Auditing management’s evaluation of an accrual for, and disclosure of, loss contingencies related to the class action lawsuits was especially challenging because management’s evaluation of the likelihood and amount of loss and range of potential loss is highly subjective and requires significant judgment. In particular, management’s evaluation considers, among other factors, the nature of the claim, the asserted or possible damages, the progress of the matter, existing law and precedent, the opinions or views of legal counsel and other advisors, MAA’s and the Operating Partnership’s experience in similar matters, the facts available at the time of the assessment, and how MAA and the Operating Partnership intends to respond, or has responded, to the claim, which involves a series of complex judgments about future events. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the evaluation of the class action lawsuits, including controls related to the Operating Partnership’s assessment and measurement of its estimate of maximum exposure. For example, we tested controls over management’s review and approval of the legal reserves and related disclosures. Description of the Matter To test the Operating Partnership’s assessment of the probability of incurrence of a loss and whether the loss was reasonably estimable, our audit procedures included, among others, reading summaries of the proceedings and related lawsuit correspondence, requesting and receiving written responses to our inquiries of internal and external legal counsel and meeting with internal and external legal counsel to discuss developments related to the legal matters and case progression. To test the measurement of management’s estimate of maximum exposure, among other procedures, we evaluated the method of measuring the maximum exposure and related assumptions, tested the accuracy and completeness of the data, and reviewed correspondence received from internal and external counsel used to determine the estimate of maximum exposure that was disclosed. Valuation of Embedded Derivative As disclosed in Notes 6 and 9 to the consolidated financial statements, the MAALP Series I Preferred Units (“preferred units”) have the same characteristics as the MAA Series I Preferred Stock shares (“preferred shares”), and thus include a redemption feature which represents an embedded call option exercisable at the Operating Partnership’s option beginning on October 1, 2026 at the redemption price of $50 per share. The embedded call option has been bifurcated as a separate asset and is valued at fair value each reporting period with changes in its fair value reported in earnings. At each reporting date, management performs an analysis which compares the perpetual value of the preferred units to the value of the preferred units assuming the call option is exercised, with the value of the bifurcated call option as the difference between the two values. At December 31, 2021, the fair value of the Operating Partnership’s embedded derivative asset was $34.5 million. Auditing the Operating Partnership’s valuation of this bifurcated embedded derivative was challenging as the Operating Partnership uses a complex valuation methodology that incorporates various inputs, including trading data available on the respective MAA preferred shares, treasury rates and coupon yields on preferred stock issuances from REITs with similar credit ratings, and includes significant assumptions about economic and market conditions with uncertain future outcomes. F-4 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Operating Partnership’s controls over the risks of material misstatement relating to the valuation of the bifurcated embedded derivative asset. For example, we tested controls over management’s review of the valuation model and the underlying inputs and assumptions noted above. To test the valuation of the embedded derivative asset, our audit procedures included, among others, assessing the methodology used in the valuation model and testing the significant assumptions discussed above. For example, we evaluated management’s assumptions by comparing the coupon rate that was used to discount future dividend payments from the preferred units to observable market data. We also assessed the completeness and accuracy of the underlying data used by the Operating Partnership in its valuation. In addition, we involved our valuation specialists to assist in our evaluation of the methodology used by the Operating Partnership and the underlying inputs and assumptions noted above. /s/ Ernst & Young LLP We have served as the Operating Partnership’s auditor since 2012. Memphis, Tennessee February 17, 2022 F-5 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Mid-America Apartment Communities, Inc. Opinion on Internal Control Over Financial Reporting We have audited Mid-America Apartment Communities, Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Mid-America Apartment Communities, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 17, 2022 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Memphis, Tennessee February 17, 2022 F-6 Mid-America Apartment Communities, Inc. Consolidated Balance Sheets December 31, 2021 and 2020 (Dollars in thousands, except share and per share data) Assets Real estate assets: Land Buildings and improvements and other Development and capital improvements in progress Less: Accumulated depreciation Undeveloped land Investment in real estate joint venture Real estate assets, net Cash and cash equivalents Restricted cash Other assets Total assets Liabilities and equity Liabilities: Unsecured notes payable Secured notes payable Accrued expenses and other liabilities Total liabilities Redeemable common stock Shareholders’ equity: Preferred stock, $0.01 par value per share, 20,000,000 shares authorized; 8.50% Series I Cumulative Redeemable Shares, liquidation preference $50.00 per share, 867,846 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively Common stock, $0.01 par value per share, 145,000,000 shares authorized; 115,336,876 and 114,373,727 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively (1) Additional paid-in capital Accumulated distributions in excess of net income Accumulated other comprehensive loss Total MAA shareholders’ equity Noncontrolling interests - OP Units Total Company’s shareholders’ equity Noncontrolling interests - consolidated real estate entities Total equity Total liabilities and equity December 31, 2021 December 31, 2020 $ $ $ $ $ $ $ 1,977,813 12,454,439 247,970 14,680,222 (3,848,161) 10,832,061 24,015 42,827 10,898,903 54,302 76,296 255,681 11,285,182 4,151,375 365,315 584,400 5,101,090 1,929,181 12,065,244 283,477 14,277,902 (3,415,105) 10,862,797 60,993 43,325 10,967,115 25,198 10,417 192,061 11,194,791 4,077,373 485,339 528,274 5,090,986 30,185 15,397 9 9 1,151 7,230,956 (1,255,807) (11,132) 5,965,177 165,116 6,130,293 23,614 6,153,907 11,285,182 $ 1,141 7,176,793 (1,294,182) (12,128) 5,871,633 206,927 6,078,560 9,848 6,088,408 11,194,791 (1) Number of shares issued and outstanding represents total shares of common stock regardless of classification on the Consolidated Balance Sheets. The number of shares classified as redeemable common stock on the Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020 are 131,559 and 121,534, respectively. See accompanying notes to consolidated financial statements. F-7 Mid-America Apartment Communities, Inc. Consolidated Statements of Operations Years ended December 31, 2021, 2020 and 2019 (Dollars in thousands, except per share data) Revenues: Rental and other property revenues Expenses: Operating expenses, excluding real estate taxes and insurance Real estate taxes and insurance Depreciation and amortization Total property operating expenses Property management expenses General and administrative expenses Interest expense Gain on sale of depreciable real estate assets Gain on sale of non-depreciable real estate assets Other non-operating income Income before income tax expense Income tax expense Income from continuing operations before real estate joint venture activity Income from real estate joint venture Net income Net income attributable to noncontrolling interests Net income available for shareholders Dividends to MAA Series I preferred shareholders Net income available for MAA common shareholders Earnings per common share - basic: Net income available for MAA common shareholders Earnings per common share - diluted: Net income available for MAA common shareholders 2021 2020 2019 $ 1,778,082 $ 1,677,984 $ 1,641,017 404,288 266,877 533,433 1,204,598 55,732 52,884 156,881 (220,428) (811) (33,902) 563,128 (13,637) 549,491 1,211 550,702 16,911 533,791 3,688 530,103 387,966 252,505 510,842 1,151,313 52,300 46,858 167,562 (9) (1,024) (4,857) 265,841 (3,327) 262,514 1,501 264,015 9,053 254,962 3,688 251,274 $ 4.62 $ 2.20 4.61 $ 2.19 $ $ $ 377,453 235,392 496,843 1,109,688 55,011 43,845 179,847 (80,988) (12,047) (22,999) 368,660 (3,696) 364,964 1,654 366,618 12,807 353,811 3,688 350,123 3.07 3.07 $ $ $ See accompanying notes to consolidated financial statements. F-8 Mid-America Apartment Communities, Inc. Consolidated Statements of Comprehensive Income Years ended December 31, 2021, 2020 and 2019 (Dollars in thousands) Net income Other comprehensive income (loss): 2021 2020 2019 $ 550,702 $ 264,015 $ 366,618 Unrealized loss from derivative instruments Adjustment for net losses (gains) reclassified to net income from derivative instruments Total comprehensive income Less: Comprehensive income attributable to noncontrolling interests Comprehensive income attributable to MAA — — (11,676) 1,114 551,816 (17,029) 534,787 $ 1,088 265,103 (9,091) 256,012 $ (1,747) 353,195 (12,350) 340,845 $ See accompanying notes to consolidated financial statements. F-9 Mid-America Apartment Communities, Inc. Consolidated Statements of Equity Years ended December 31, 2021, 2020 and 2019 (Dollars and shares in thousands) Mid-America Apartment Communities, Inc. Shareholders Preferred Stock Common Stock Shares Amount Shares Amount Additional Paid-In Capital Accumulated Distributions in Excess of Net Income Accumulated Other Comprehensive Loss Noncontrolling Interests - Operating Partnership Noncontrolling Interests - Consolidated Real Estate Entities Total Equity Redeemable Common Stock EQUITY BALANCE DECEMBER 31, 2018 868 $ Net income Other comprehensive loss - derivative instruments Issuance and registration of common shares Shares repurchased and retired Exercise of stock options Shares issued in exchange for common units Shares issued in exchange for redeemable stock Redeemable stock fair market value adjustment Adjustment for noncontrolling interests in Operating Partnership Amortization of unearned compensation Dividends on preferred stock Dividends on common stock ($3.8800 per share) Dividends on noncontrolling interests units ($3.8800 per unit) Acquisition of noncontrolling interest Contributions from noncontrolling interest EQUITY BALANCE DECEMBER 31, 2019 Net income Other comprehensive income - derivative instruments Issuance and registration of common shares Shares repurchased and retired Exercise of stock options Shares issued in exchange for common units Redeemable stock fair market value adjustment Adjustment for noncontrolling interests in Operating Partnership Amortization of unearned compensation Dividends on preferred stock Dividends on common stock ($4.0250 per share) Dividends on noncontrolling interests units ($4.0250 per unit) Contributions from noncontrolling interest EQUITY BALANCE DECEMBER 31, 2020 Net income Other comprehensive income - derivative instruments Issuance and registration of common shares Shares repurchased and retired Exercise of stock options Shares issued in exchange for common units Redeemable stock fair market value adjustment Adjustment for noncontrolling interests in Operating Partnership Amortization of unearned compensation Dividends on preferred stock Dividends on common stock ($4.1625 per share) Dividends on noncontrolling interests units ($4.1625 per unit) Contributions from noncontrolling interest EQUITY BALANCE DECEMBER 31, 2021 — — — — — — — — — — — — — — — 868 $ — — — — — — — — — — — — — 868 $ — — — — — — — — — — — — — 868 $ 9 — — — — — — — — — — — — — — — 9 — — — — — — — — — — — — — 9 — — — — — — — — — — — — — 9 113,746 $ 1,136 $ 7,138,170 $ (989,263) $ (212) $ 220,043 $ 2,306 $ 6,372,189 $ — — 338 (37) 48 44 — — — — — — — — 4 — — — — — — — — — — — 20,496 (3,724) 2,881 2,366 575 — (816) 14,684 — — — — — 114,139 $ — — — 1,140 $ — (8,559) — 7,166,073 — — 157 (55) 1 10 — — — — — — — 1 — — — — — — — — — — (209) (5,657) 71 502 — (25) 16,038 — — — — 114,252 $ — — 1,141 $ — — 7,176,793 — — 147 (64) 19 851 — — — — — — — 2 — — 8 — — — — — — — (431) (9,043) 1,478 43,284 — 723 18,152 — — — — 115,205 $ — — 1,151 $ — — 7,230,956 353,811 — — — — — — (3,641) — — (3,688) (442,698) — — — $ (1,085,479) $ 254,962 — — — — — 363 — — (3,688) (460,340) — — $ (1,294,182) $ 533,791 — — — — — (13,131) — — (3,688) (478,597) — — $ (1,255,807) $ — (12,966) — — — — — — — — — — — — — (13,178) $ — 1,050 — — — — — — — — — — — (12,128) $ — 996 — — — — — — — — — 12,671 (457) — — — (2,366) — — 816 — — — (16,060) — — 214,647 9,053 38 — — — (502) — 25 — — — (16,334) — 206,927 16,911 118 — — — (43,292) — (723) — — — $ $ 136 — — — — — — — — — — — — (2,321) 6,126 6,247 — — — — — — — — — — — — 3,601 9,848 — — — — — — — — — — — — — (11,132) $ (14,825) — 165,116 $ — 13,766 23,614 366,618 (13,423) 20,500 (3,724) 2,881 — 575 (3,641) — 14,684 (3,688) (442,698) (16,060) (10,880) 6,126 6,289,459 264,015 1,088 (208) (5,657) 71 — 363 — 16,038 (3,688) (460,340) (16,334) 3,601 6,088,408 550,702 1,114 (429) (9,043) 1,478 — (13,131) — 18,152 (3,688) (478,597) (14,825) 13,766 6,153,907 $ $ $ $ $ $ 9,414 — — 1,651 — — — (575) 3,641 — — — — — — — 14,131 — — 1,629 — — — (363) — — — — — — 15,397 — — 1,657 — — — 13,131 — — — — — — 30,185 See accompanying notes to consolidated financial statements. F-10 Mid-America Apartment Communities, Inc. Consolidated Statements of Cash Flows Years ended December 31, 2021, 2020 and 2019 (Dollars in thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Gain on sale of depreciable real estate assets Gain on sale of non-depreciable real estate assets Loss (gain) on embedded derivative in preferred shares Stock compensation expense Amortization of debt issuance costs, discounts and premiums Gain from unconsolidated limited partnerships, net of distributions received Net change in operating accounts and other operating activities Net cash provided by operating activities Cash flows from investing activities: Purchases of real estate and other assets Capital improvements and other Development costs Distributions from real estate joint venture Contributions to affiliates Proceeds from disposition of real estate assets Net cash used in investing activities Cash flows from financing activities: Proceeds from revolving credit facility Repayments of revolving credit facility Net (payments of) proceeds from commercial paper Proceeds from notes payable Principal payments on notes payable Payment of deferred financing costs Distributions to noncontrolling interests Dividends paid on common shares Dividends paid on preferred shares Net change in other financing activities Net cash used in financing activities 2021 2020 2019 $ 550,702 $ 264,015 $ 366,618 534,415 (220,428) (811) 4,560 16,665 5,652 (51,713) 55,925 894,967 (46,028) (279,635) (231,642) 497 (4,669) 307,891 (253,586) — — (172,000) 594,423 (467,153) (5,940) (15,497) (470,401) (3,688) (6,142) (546,398) 511,678 (9) (1,024) (2,562) 14,329 4,960 (4,577) 37,139 823,949 (56,965) (225,506) (201,435) 349 (5,349) 4,175 (484,731) 255,000 (255,000) 102,000 447,593 (441,108) (4,217) (16,243) (457,355) (3,688) (1,126) (374,144) 497,790 (80,988) (12,047) (17,886) 13,654 5,778 (3,882) 12,383 781,420 (105,106) (190,204) (112,893) 507 (5,391) 174,814 (238,273) 565,000 (1,105,000) 70,000 1,059,289 (657,619) (14,274) (15,939) (437,743) (3,688) 15,695 (524,279) Net increase (decrease) in cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash, beginning of period Cash, cash equivalents and restricted cash, end of period 94,983 35,615 130,598 $ (34,926) 70,541 35,615 $ $ 18,868 51,673 70,541 The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the Consolidated Balance Sheets: Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents Restricted cash Total cash, cash equivalents and restricted cash Supplemental information: Interest paid Income taxes paid Non-cash transactions: $ $ $ 54,302 76,296 130,598 158,630 2,543 Conversion of OP Units to shares of common stock Accrued construction in progress Interest capitalized 43,292 15,123 9,720 See accompanying notes to consolidated financial statements. $ $ $ $ $ $ $ $ $ 25,198 10,417 35,615 165,098 2,549 502 19,625 6,912 20,476 50,065 70,541 169,743 2,546 2,366 9,298 2,889 F-11 Mid-America Apartments, L.P. Consolidated Balance Sheets December 31, 2021 and 2020 (Dollars in thousands, except unit data) Assets Real estate assets: Land Buildings and improvements and other Development and capital improvements in progress Less: Accumulated depreciation Undeveloped land Investment in real estate joint venture Real estate assets, net Cash and cash equivalents Restricted cash Other assets Total assets Liabilities and capital Liabilities: Unsecured notes payable Secured notes payable Accrued expenses and other liabilities Due to general partner Total liabilities Redeemable common units Operating Partnership capital: Preferred units, 867,846 preferred units outstanding as of December 31, 2021 and December 31, 2020, respectively General partner, 115,336,876 and 114,373,727 OP Units outstanding as of December 31, 2021 and December 31, 2020, respectively (1) Limited partners, 3,206,118 and 4,057,657 OP Units outstanding as of December 31, 2021 and December 31, 2020, respectively (1) Accumulated other comprehensive loss Total operating partners’ capital Noncontrolling interests - consolidated real estate entities Total equity Total liabilities and equity December 31, 2021 December 31, 2020 $ $ $ $ $ $ $ 1,977,813 12,454,439 247,970 14,680,222 (3,848,161) 10,832,061 24,015 42,827 10,898,903 54,302 76,296 255,681 11,285,182 4,151,375 365,315 584,400 19 5,101,109 1,929,181 12,065,244 283,477 14,277,902 (3,415,105) 10,862,797 60,993 43,325 10,967,115 25,198 10,417 192,061 11,194,791 4,077,373 485,339 528,274 19 5,091,005 30,185 15,397 66,840 66,840 5,909,700 5,817,270 165,116 (11,382) 6,130,274 23,614 6,153,888 11,285,182 $ 206,927 (12,496) 6,078,541 9,848 6,088,389 11,194,791 (1) Number of units outstanding represents total OP Units regardless of classification on the Consolidated Balance Sheets. The number of units classified as redeemable common units on the Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020 are 131,559 and 121,534, respectively. See accompanying notes to consolidated financial statements. F-12 Mid-America Apartments, L.P. Consolidated Statements of Operations Years ended December 31, 2021, 2020 and 2019 (Dollars in thousands, except per unit data) Revenues: Rental and other property revenues Expenses: Operating expenses, excluding real estate taxes and insurance Real estate taxes and insurance Depreciation and amortization Total property operating expenses Property management expenses General and administrative expenses Interest expense Gain on sale of depreciable real estate assets Gain on sale of non-depreciable real estate assets Other non-operating income Income before income tax expense Income tax expense Income from continuing operations before real estate joint venture activity Income from real estate joint venture Net income Net income attributable to noncontrolling interests Net income available for MAALP unitholders Distributions to MAALP preferred unitholders Net income available for MAALP common unitholders Earnings per common unit - basic: Net income available for MAALP common unitholders Earnings per common unit - diluted: Net income available for MAALP common unitholders 2021 2020 2019 $ 1,778,082 $ 1,677,984 $ 1,641,017 404,288 266,877 533,433 1,204,598 55,732 52,884 156,881 (220,428) (811) (33,902) 563,128 (13,637) 549,491 1,211 550,702 — 550,702 3,688 547,014 387,966 252,505 510,842 1,151,313 52,300 46,858 167,562 (9) (1,024) (4,857) 265,841 (3,327) 262,514 1,501 264,015 — 264,015 3,688 260,327 $ 4.62 $ 2.20 4.61 $ 2.20 $ $ $ 377,453 235,392 496,843 1,109,688 55,011 43,845 179,847 (80,988) (12,047) (22,999) 368,660 (3,696) 364,964 1,654 366,618 136 366,482 3,688 362,794 3.07 3.07 $ $ $ See accompanying notes to consolidated financial statements. F-13 Mid-America Apartments, L.P. Consolidated Statements of Comprehensive Income Years ended December 31, 2021, 2020 and 2019 (Dollars in thousands) Net income Other comprehensive income (loss): 2021 2020 2019 $ 550,702 $ 264,015 $ 366,618 Unrealized loss from derivative instruments Adjustment for net losses (gains) reclassified to net income from derivative instruments Total comprehensive income Less: Comprehensive income attributable to noncontrolling interests Comprehensive income attributable to MAALP $ — 1,114 551,816 — 551,816 — (11,676) 1,088 265,103 — 265,103 $ (1,747) 353,195 (136) 353,059 $ See accompanying notes to consolidated financial statements. F-14 Mid-America Apartments, L.P. Consolidated Statements of Changes in Capital Years ended December 31, 2021, 2020 and 2019 (Dollars in thousands) CAPITAL BALANCE DECEMBER 31, 2019 $ 220,043 $ 6,083,142 $ 66,840 $ (161) $ 2,306 $ 6,372,170 Mid-America Apartments, L.P. Unitholders Noncontrolling Limited Partner General Partner Preferred Units Accumulated Other Comprehensive Loss Interests - Consolidated Real Estate Entities Total Partnership Capital Redeemable Common Units 9,414 $ Net income Other comprehensive loss - derivative instruments Issuance of units Units repurchased and retired Exercise of unit options General partner units issued in exchange for limited partner units Units issued in exchange for redeemable units Redeemable units fair market value adjustment Adjustment for limited partners’ capital at redemption value Amortization of unearned compensation Distributions to preferred unitholders Distributions to common unitholders ($3.8800 per unit) Acquisition of noncontrolling interest Contribution from noncontrolling interest CAPITAL BALANCE DECEMBER 31, 2019 $ Net income Other comprehensive loss - derivative instruments Issuance of units Units repurchased and retired Exercise of unit options General partner units issued in exchange for limited partner units Redeemable units fair market value adjustment Adjustment for limited partners’ capital at redemption value Amortization of unearned compensation Distributions to preferred unitholders Distributions to common unitholders ($4.0250 per unit) Contribution from noncontrolling interest CAPITAL BALANCE DECEMBER 31, 2020 $ Net income Other comprehensive income - derivative instruments Issuance of units Units repurchased and retired Exercise of unit options General partner units issued in exchange for limited partner units Redeemable units fair market value adjustment Adjustment for limited partners’ capital at redemption value Amortization of unearned compensation Distributions to preferred unitholders Distributions to common unitholders ($4.1625 per unit) Contribution from noncontrolling interest CAPITAL BALANCE DECEMBER 31, 2021 $ 12,671 — — — — (2,366) — — 359 — — (16,060) — — 214,647 $ 9,053 — — — — (502) — 63 — — (16,334) — 206,927 $ 16,911 — — — — (43,292) — (605) — — (14,825) — 165,116 $ 350,123 — 20,500 (3,724) 2,881 2,366 575 (3,641) (359) 14,684 — (442,698) (8,559) — 6,015,290 251,274 — (208) (5,657) 71 502 363 (63) 16,038 — (460,340) — 5,817,270 530,103 — (429) (9,043) 1,478 43,292 (13,131) 605 18,152 — (478,597) — 5,909,700 $ $ $ 3,688 — — — — — — — — — (3,688) — — — 66,840 3,688 — — — — — — — — (3,688) — — 66,840 3,688 — — — — — — — — (3,688) — — 66,840 $ $ $ — (13,423) — — — — — — — — — — — — (13,584) — 1,088 — — — — — — — — — — (12,496) — 1,114 — — — — — — — — — — (11,382) $ $ $ 136 — — — — — — — — — — — (2,321) 6,126 6,247 — — — — — — — — — — — 3,601 9,848 — — — — — — — — — — — 13,766 23,614 $ $ $ 366,618 (13,423) 20,500 (3,724) 2,881 — 575 (3,641) — 14,684 (3,688) (458,758) (10,880) 6,126 6,289,440 264,015 1,088 (208) (5,657) 71 — 363 — 16,038 (3,688) (476,674) 3,601 6,088,389 550,702 1,114 (429) (9,043) 1,478 — (13,131) — 18,152 (3,688) (493,422) 13,766 6,153,888 $ $ $ — — 1,651 — — — (575) 3,641 — — — — — — 14,131 — — 1,629 — — — (363) — — — — — 15,397 — — 1,657 — — — 13,131 — — — — — 30,185 See accompanying notes to consolidated financial statements. F-15 Mid-America Apartments, L.P. Consolidated Statements of Cash Flows Years ended December 31, 2021, 2020 and 2019 (Dollars in thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Gain on sale of depreciable real estate assets Gain on sale of non-depreciable real estate assets Loss (gain) on embedded derivative in preferred shares Stock compensation expense Amortization of debt issuance costs, discounts and premiums Gain from unconsolidated limited partnerships, net of distributions received Net change in operating accounts and other operating activities Net cash provided by operating activities Cash flows from investing activities: Purchases of real estate and other assets Capital improvements and other Development costs Distributions from real estate joint venture Contributions to affiliates Proceeds from disposition of real estate assets Net cash used in investing activities Cash flows from financing activities: Proceeds from revolving credit facility Repayments of revolving credit facility Net (payments of) proceeds from commercial paper Proceeds from notes payable Principal payments on notes payable Payment of deferred financing costs Distributions paid on common units Distributions paid on preferred units Net change in other financing activities Net cash used in financing activities 2021 2020 2019 $ 550,702 $ 264,015 $ 366,618 534,415 (220,428) (811) 4,560 16,665 5,652 (51,713) 55,925 894,967 (46,028) (279,635) (231,642) 497 (4,669) 307,891 (253,586) — — (172,000) 594,423 (467,153) (5,940) (485,898) (3,688) (6,142) (546,398) 511,678 (9) (1,024) (2,562) 14,329 4,960 (4,577) 37,139 823,949 (56,965) (225,506) (201,435) 349 (5,349) 4,175 (484,731) 255,000 (255,000) 102,000 447,593 (441,108) (4,217) (473,598) (3,688) (1,126) (374,144) 497,790 (80,988) (12,047) (17,886) 13,654 5,778 (3,882) 12,383 781,420 (105,106) (190,204) (112,893) 507 (5,391) 174,814 (238,273) 565,000 (1,105,000) 70,000 1,059,289 (657,619) (14,274) (453,682) (3,688) 15,695 (524,279) Net increase (decrease) in cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash, beginning of period Cash, cash equivalents and restricted cash, end of period 94,983 35,615 130,598 $ (34,926) 70,541 35,615 $ $ 18,868 51,673 70,541 The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the Consolidated Balance Sheets: Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents Restricted cash Total cash, cash equivalents and restricted cash Supplemental information: Interest paid Income taxes paid Non-cash transactions: $ $ $ 54,302 76,296 130,598 158,630 2,543 Accrued construction in progress Interest capitalized 15,123 9,720 See accompanying notes to consolidated financial statements. $ $ $ $ $ 25,198 10,417 35,615 165,098 2,549 19,625 6,912 $ $ $ $ 20,476 50,065 70,541 169,743 2,546 9,298 2,889 F-16 Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P. Notes to Consolidated Financial Statements Years ended December 31, 2021, 2020 and 2019 1. Organization and Summary of Significant Accounting Policies Unless the context otherwise requires, all references to the “Company” refer collectively to Mid-America Apartment Communities, Inc., together with its consolidated subsidiaries, including Mid-America Apartments, L.P. Unless the context otherwise requires, all references to “MAA” refer only to Mid-America Apartment Communities, Inc., and not any of its consolidated subsidiaries. Unless the context otherwise requires, the references to the “Operating Partnership” or “MAALP” refer to Mid-America Apartments, L.P. together with its consolidated subsidiaries. “Common stock” refers to the common stock of MAA and, unless the context otherwise requires, “shareholders” refers to the holders of shares of MAA’s common stock. The common units of limited partnership interests in the Operating Partnership are referred to as “OP Units,” and the holders of the OP Units are referred to as “common unitholders.” As of December 31, 2021, MAA owned 115,336,876 OP Units (or 97.3% of the total number of OP Units). MAA conducts substantially all of its business and holds substantially all of its assets, directly or indirectly, through the Operating Partnership, and by virtue of its ownership of the OP Units and being the Operating Partnership’s sole general partner, MAA has the ability to control all of the day-to-day operations of the Operating Partnership. Management believes combining the notes to the consolidated financial statements of MAA and the Operating Partnership results in the following benefits:    enhances a readers’ understanding of MAA and the Operating Partnership by enabling the reader to view the business as a whole in the same manner that management views and operates the business; eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both MAA and the Operating Partnership; and creates time and cost efficiencies through the preparation of one combined set of notes instead of two separate sets. MAA, an S&P 500 company, is a multifamily-focused, self-administered and self-managed real estate investment trust, or REIT. Management operates MAA and the Operating Partnership as one business. The management of the Company is comprised of individuals who are officers of MAA and employees of the Operating Partnership. Management believes it is important to understand the few differences between MAA and the Operating Partnership in the context of how MAA and the Operating Partnership operate as a consolidated company. MAA and the Operating Partnership are structured as an umbrella partnership REIT, or UPREIT. MAA’s interest in the Operating Partnership entitles MAA to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to MAA’s percentage interest therein and entitles MAA to vote on substantially all matters requiring a vote of the partners. MAA’s only material asset is its ownership of limited partnership interests in the Operating Partnership (other than cash held by MAA from time to time); therefore, MAA’s primary function is acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership from time to time. The Operating Partnership holds, directly or indirectly, all of the Company’s real estate assets. Except for net proceeds from public equity issuances by MAA, which are contributed to the Operating Partnership in exchange for limited partnership interests, the Operating Partnership generates the capital required by the business through the Operating Partnership’s operations, direct or indirect incurrence of indebtedness and issuance of OP Units. The presentations of MAA’s shareholders’ equity and the Operating Partnership’s capital are the principal areas of difference between the consolidated financial statements of MAA and those of the Operating Partnership. MAA’s shareholders’ equity may include shares of preferred stock, shares of common stock, additional paid-in capital, cumulative earnings, cumulative distributions, noncontrolling interests, treasury shares, accumulated other comprehensive income or loss and redeemable common stock. The Operating Partnership’s capital may include common capital and preferred capital of the general partner (MAA), limited partners’ common capital and preferred capital, noncontrolling interests, accumulated other comprehensive income or loss and redeemable common units. Holders of OP Units (other than MAA) may require the Operating Partnership to redeem their OP Units from time to time, in which case the Operating Partnership may, at its option, pay the redemption price either in cash (in an amount per OP Unit equal, in general, to the average closing price of MAA’s common stock on the New York Stock Exchange, or NYSE, over a specified period prior to the redemption date) or by delivering one share of MAA’s common stock (subject to adjustment under specified circumstances) for each OP Unit so redeemed. F-17 Organization of Mid-America Apartment Communities, Inc. The Company owns, operates, acquires and selectively develops apartment communities primarily located in the Southeast, Southwest and Mid-Atlantic regions of the United States. As of December 31, 2021, the Company owned and operated 290 apartment communities (which does not include development communities under construction) through the Operating Partnership and its subsidiaries and had an ownership interest in one apartment community through an unconsolidated real estate joint venture. As of December 31, 2021, the Company also had six development communities under construction, totaling 2,021 apartment units once complete. Total expected costs for the six development projects are $460.5 million, of which $273.7 million had been incurred through December 31, 2021. The Company expects to complete three of these developments in 2022 and three developments in 2023. As of December 31, 2021, 33 of the Company’s apartment communities included retail components. The Company’s apartment communities, including development communities under construction, were located across 16 states and the District of Columbia as of December 31, 2021. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared by the Company’s management in accordance with United States generally accepted accounting principles, or GAAP, and applicable rules and regulations of the Securities and Exchange Commission, or the SEC. The consolidated financial statements of MAA presented herein include the accounts of MAA, the Operating Partnership and all other subsidiaries in which MAA has a controlling financial interest. MAA owns, directly or indirectly, approximately 80% to 100% of all consolidated subsidiaries, including the Operating Partnership. In management’s opinion, all adjustments necessary for a fair presentation of the consolidated financial statements have been included, and all such adjustments were of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company invests in entities which may qualify as variable interest entities, or VIEs, and MAALP is considered a VIE. A VIE is a legal entity in which the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the holders of the equity investment at risk lack the power to direct the activities of a legal entity as well as the obligation to absorb its expected losses or the right to receive its expected residual returns. MAALP is classified as a VIE because the limited partners lack substantive kick-out rights and substantive participating rights. The Company consolidates all VIEs for which it is the primary beneficiary and uses the equity method to account for investments that qualify as VIEs but for which it is not the primary beneficiary. In determining whether the Company is the primary beneficiary of a VIE, management considers both qualitative and quantitative factors, including, but not limited to, those activities that most significantly impact the VIE’s economic performance and which party controls such activities. The Company uses the equity method of accounting for its investments in entities for which the Company exercises significant influence but does not have the ability to exercise control. The factors considered in determining whether the Company has the ability to exercise control include ownership of voting interests and participatory rights of investors (see “Investments in Unconsolidated Affiliates” below). Noncontrolling Interests As of December 31, 2021, the Company had two types of noncontrolling interests with respect to its consolidated subsidiaries: (1) noncontrolling interests related to the common unitholders of its Operating Partnership; and (2) noncontrolling interests related to its consolidated real estate entities. The noncontrolling interests relating to the limited partnership interests in the Operating Partnership are owned by the holders of the Class A OP Units. MAA is the sole general partner of the Operating Partnership and holds all of the outstanding Class B OP Units. Net income (after allocations to preferred ownership interests) is allocated to MAA and the noncontrolling interests based on their respective ownership percentages of the Operating Partnership. Issuance of additional Class A OP Units or Class B OP Units changes the ownership percentage of both the noncontrolling interests and MAA. The issuance of Class B OP Units generally occurs when MAA issues common stock and the issuance proceeds are contributed to the Operating Partnership in exchange for Class B OP Units equal to the number of shares of MAA’s common stock issued. At each reporting period, the allocation between total MAA shareholders’ equity and noncontrolling interests is adjusted to account for the change in the respective percentage ownership of the underlying equity of the Operating Partnership. MAA’s Board of Directors established economic rights in respect to each Class A OP Unit that were equivalent to the economic rights in respect to each share of MAA common stock. See Note 9 for additional details. The noncontrolling interests relating to the Company’s five consolidated real estate entities are owned by private real estate companies that are generally responsible for the development, construction and lease-up of the apartment communities that are owned through the consolidated real estate entities with a noncontrolling interest. The entities were determined to be VIE’s with the Company designated as the primary beneficiary. As a result, the accounts of the entities are consolidated by the Company. As of December 31, 2021, the consolidated assets and liabilities of the Company’s consolidated real estate entities with a noncontrolling interest were $252.8 million and $15.9 million, respectively. As of December 31, 2020, the consolidated assets and liabilities of the Company’s consolidated real estate entities with a noncontrolling interest were $128.9 million and $8.1 million, respectively. F-18 Real Estate Assets and Depreciation and Amortization Real estate assets are carried at depreciated cost and consist of land, buildings and improvements and other, and development and capital improvements in progress (see “Development Costs” below). Repairs and maintenance costs are expensed as incurred, while significant improvements, renovations and recurring capital replacements are capitalized and depreciated over their estimated useful lives. Recurring capital replacements typically include scheduled carpet replacement, new roofs, HVAC units, plumbing, concrete, masonry and other paving, pools and various exterior building improvements. In addition to these costs, the Company also capitalizes salary costs directly identifiable with renovation work. These expenditures extend the useful life of the property and increase the property’s fair market value. The cost of interior painting and blinds are typically expensed as incurred. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets, which range from three to 40 years. The line item “Buildings and improvements and other” in the Consolidated Balance Sheets includes land improvements and buildings, which have a useful life ranging from five to 40 years, as well as furniture, fixtures and equipment, which have a useful life of three to five years. Development Costs Development projects and the related carrying costs, including interest, property taxes, insurance and allocated direct development salary costs during the construction period, are capitalized and reported in the accompanying Consolidated Balance Sheets as “Development and capital improvements in progress” during the construction period. Interest is capitalized in accordance with accounting standards governing the capitalization of interest. Upon completion and certification for occupancy of individual buildings or floors within a development, amounts representing the completed portion of total estimated development costs for the project are transferred to “Buildings and improvements and other” as real estate held for investment. Capitalization of interest, property taxes, insurance and allocated direct development salary costs cease upon the transfer. The assets are depreciated over their estimated useful lives. Total capitalized costs (including capitalized interest, salaries and real estate taxes) during the years ended December 31, 2021, 2020 and 2019 were $16.6 million, $12.7 million and $6.5 million, respectively. Certain costs associated with the lease-up of development projects, including cost of model units, furnishings and signs, are capitalized and amortized over their respective estimated useful lives. All other costs relating to renting development projects are expensed as incurred. Acquisition of Real Estate Assets In accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, most acquisitions of operating properties qualify as an asset acquisition. Accordingly, the cost of the real estate acquired, including acquisition costs, is allocated to the acquired tangible assets, consisting of land, buildings and improvements and other, and identified intangible assets, consisting of the value of in-place leases and other contracts, on a relative fair value basis. Acquisition costs include appraisal fees, title fees, broker fees and other legal costs to acquire the property. The purchase price of an acquired property is allocated based on the relative fair value of the individual components as a proportion of the total assets acquired. The Company allocates the cost of the tangible assets of an acquired property by valuing the building as if it were vacant, based on management’s determination of the relative fair values of these assets. Management determines the as-if-vacant fair value of a building using methods similar to those used by independent appraisers. These methods include using stabilized net operating income, or NOI, and market specific capitalization and discount rates. The Company allocates the cost of land based on its relative fair value if acquired with a multifamily community or by the actual purchase price adjusted to an allocation of the relative fair value if acquired separately. In allocating the cost of identified intangible assets of an acquired property, the in-place leases are valued based on current rent rates and time and cost to lease a unit. Management concluded that the residential leases acquired in connection with each of its property acquisitions approximate at-market rates since the residential lease terms generally do not extend beyond one year. For residential leases, the fair value of the in-place leases and resident relationships is amortized over the remaining term of the resident leases. For retail and commercial leases, the fair value of in-place leases and tenant relationships is amortized over the remaining term of the leases. The net amount of these lease intangibles included in “Other assets” totaled $0.9 million and $1.3 million as of December 31, 2021 and 2020, respectively. Impairment of Long-lived Assets The Company accounts for long-lived assets in accordance with the provisions of accounting standards for the impairment or disposal of long-lived assets. Management periodically evaluates long-lived assets, including investments in real estate, for indicators that would suggest that the carrying amount of the assets may not be recoverable. The judgments regarding the existence of such indicators are based on factors such as operating performance, market conditions and legal factors. Long-lived assets, such as real estate assets, equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by F-19 the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the Consolidated Balance Sheets, are reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposed group or a property classified as held for sale are presented separately in the appropriate asset and liability sections of the Consolidated Balance Sheets. Undeveloped Land Undeveloped land includes sites intended for future multifamily developments and sites for future commercial development, which are carried at the lower of cost or fair value in accordance with GAAP. Any costs incurred prior to commencement of pre- development activities are expensed as incurred. Cash and Cash Equivalents Investments in money market accounts and certificates of deposit with original maturities of three months or less are considered to be cash equivalents. Restricted Cash Restricted cash consists of security deposits required to be held separately, escrow deposits held by lenders for property taxes, insurance, debt service and replacement reserves, and exchanges under Section 1031(b) of the Internal Revenue Code of 1986, as amended, or the Code. Section 1031(b) exchanges are presented within cash, cash equivalents and restricted cash reported in the Consolidated Statements of Cash Flows. Investments in Unconsolidated Affiliates The Company uses the equity method to account for its investments in a real estate joint venture and two technology-focused limited partnerships that each qualify as a VIE. Management determined the Company is not the primary beneficiary in any of these investments but does have the ability to exert significant influence over the operations and financial policies of the real estate joint venture and considers its investments in the limited partnerships to be more than minor. The Company’s investment in the real estate joint venture was $42.8 million and $43.3 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, the Company’s investments in the technology-focused limited partnerships were $79.4 million and $23.0 million, respectively, and are included in “Other assets” in the accompanying Consolidated Balance Sheets. The increase in the Company’s investment in the limited partnerships was driven by the recognition of unrealized gains, which were primarily a result of an increase in the valuation of an underlying investment that recently became publicly traded. As of December 31, 2021, the Company was committed until February 2025 to make additional capital contributions totaling $16.0 million if and when called by the general partners of the limited partnerships. Other Assets Other assets consist primarily of receivables and deposits from residents, the value of derivative contracts, right-of-use lease assets, investments in technology-focused limited partnerships, deferred rental concessions, deferred financing costs relating to a revolving credit facility and other prepaid expenses. Also included in other assets are the fair market value of in-place leases and resident relationships, net of accumulated amortization. F-20 Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of accrued real estate taxes, accrued dividends payable, unearned income, right-of-use lease obligations, accrued payroll, accrued interest payable, security deposits, general liability and workers compensation insurance, accrued construction in progress, net deferred tax liability (see Note 7), accrued loss contingencies (see Note 11), accounts payable and other accrued expenses. The following table reflects a detail of the Company’s “Accrued expenses and other liabilities” balances as of December 31, 2021 and 2020 (dollars in thousands): Accrued real estate taxes Accrued dividends payable Unearned income Right-of-use lease obligations Accrued payroll Accrued interest payable Security deposits General liability and workers compensation insurance Accrued construction in progress Accounts payable, accrued expenses and other Total Loss Contingencies $ December 31, 2021 144,326 128,916 59,937 30,251 27,092 26,331 24,660 23,851 15,123 103,913 584,400 $ $ December 31, 2020 140,615 121,392 48,781 31,740 19,575 24,771 21,637 13,920 19,625 86,218 528,274 $ The outcomes of claims, disputes and legal proceedings are subject to significant uncertainty. The Company records an accrual for loss contingencies when a loss is probable and the amount of the loss can be reasonably estimated. The Company also accrues an estimate of defense costs expected to be incurred in connection with legal matters. Management reviews these accruals quarterly and makes revisions based on changes in facts and circumstances. When a loss contingency is not both probable and reasonably estimable, management does not accrue the loss. However, if the loss (or an additional loss in excess of the accrual) is at least a reasonable possibility and material, then management discloses a reasonable estimate of the possible loss, or range of loss, if such reasonable estimate can be made. If the Company cannot make a reasonable estimate of the possible loss, or range of loss, then a statement to that effect is disclosed. The assessment of whether a loss is probable or a reasonable possibility, and whether the loss or range of loss is reasonably estimable, often involves a series of complex judgments about future events. Among the factors considered in this assessment, are the nature of existing legal proceedings and claims, the asserted or possible damages or loss contingency (if reasonably estimable), the progress of the matter, existing law and precedent, the opinions or views of legal counsel and other advisers, management’s experience in similar matters, the facts available to management at the time of assessment, and how the Company intends to respond, or has responded, to the proceeding or claim. Management’s assessment of these factors may change over time as individual proceedings or claims progress. For matters where management is not currently able to reasonably estimate a range of reasonably possible loss, the factors that have contributed to this determination include the following: (i) the damages sought are indeterminate; (ii) the proceedings are in the early stages; (iii) the matters involve novel or unsettled legal theories or a large or uncertain number of actual or potential cases or parties; and/or (iv) discussions with the parties in matters that are ultimately expected to be resolved through negotiation and settlement have not reached the point where management believes a reasonable estimate of loss, or range of loss, can be made. The Company believes that there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual loss or business impact, if any. See Note 11 for additional disclosures regarding loss contingencies. Equity Forward Sale Agreements MAA has entered into, and in the future may enter into, forward sale agreements for the sale and issuance of shares of its common stock, either through an underwritten public offering or through MAA’s at-the-market share offering program, or ATM program. When MAA enters into a forward sale agreement, the contract requires MAA to sell its shares to a counterparty at a predetermined price at a future date, which price is subject to adjustment during the term of the contract for MAA’s anticipated dividends as well as for a daily interest factor that varies with changes in the federal funds rate. MAA generally has the ability to determine the dates and method of settlement (i.e., gross physical settlement, net share settlement or cash settlement), subject to certain conditions and the right of the counterparty to accelerate settlement under certain circumstances. The Company accounts for the shares of MAA’s common stock reserved for issuance upon settlement as equity in accordance with ASC Topic 815-40, Contracts in Entity’s Own Equity, which permits equity classification when a contract is considered indexed to its own stock and the contract requires or permits the issuing entity to settle the contract in shares (either physically or net in shares). The guidance in ASC Topic 815-40 establishes a two-step process for evaluating whether an equity-linked financial instrument is considered indexed to its own stock by evaluating the instrument’s contingent exercise provisions and the instrument’s settlement F-21 provisions. In evaluating the forward sale agreements MAA has entered into, management concluded that (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market of MAA’s common stock price; and (ii) none of the settlement provisions preclude the agreements from being indexed to MAA’s common stock. Before the issuance of shares of MAA’s common stock, upon physical or net share settlement of the forward sale agreements, MAA expects the shares issuable upon settlement of the forward sale agreements will be reflected in its diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the forward sale agreements over the number of shares of common stock that could be purchased by MAA in the open market (based on the average market price during the period) using the proceeds to be received upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). When MAA physically or net share settles a forward sale agreement, the delivery of shares of common stock would result in an increase in the number of weighted average common shares outstanding and dilution to basic earnings per share. See Note 8 for additional disclosures regarding the equity forward sale agreements. Revenue Recognition The Company primarily leases multifamily residential apartments to residents under operating leases generally due on a monthly basis with terms of approximately one year or less. Rental revenues are recognized in accordance with ASC Topic 842, Leases, using a method that represents a straight-line basis over the term of the lease. In addition, in circumstances where a lease incentive is provided to residents, the incentive is recognized as a reduction of rental revenues on a straight-line basis over the reasonably assured lease term. Rental revenues represent approximately 93% of the Company’s total revenues and include gross rents charged less adjustments for concessions and bad debt. Approximately 6% of the Company’s total revenues represent non-lease reimbursable property revenues from its residents for utility reimbursements, which are generally recognized and due on a monthly basis as residents obtain control of the service over the term of the lease. The remaining 1% of the Company’s total revenues represents other non-lease property revenues primarily driven by nonrefundable fees and commissions. In accordance with ASC Topic 842, rental revenues and non-lease reimbursable property revenues meet the criteria to be aggregated into a single lease component and are reported on a combined basis in the line item “Rental revenues,” as presented in the disaggregation of the Company’s revenues in Note 13. Other non-lease property revenues are accounted for in accordance with ASC Topic 606, Revenue from Contracts with Customers, which requires revenue recognized outside of the scope of ASC Topic 842 to be recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. Other non-lease property revenues are reported in the line item “Other property revenues”, as presented in the disaggregation of the Company’s revenues in Note 13. Rental Costs Costs associated with rental activities are expensed as incurred and include advertising expenses, which were $23.9 million, $23.9 million and $20.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. Leases The Company is the lessee under certain ground, office, equipment and other operational leases, all of which are accounted for as operating leases in accordance with ASC Topic 842. The Company recognizes a right-of-use asset for the right to use the underlying asset for all leases where the Company is the lessee with terms of more than twelve months, and a related lease liability for the obligation to make lease payments. Expenses related to leases determined to be operating leases are recognized on a straight-line basis. As of December 31, 2021 and 2020, right-of-use assets recorded within “Other assets” totaled $47.0 million and $49.4 million, respectively, and related lease obligations recorded within “Accrued expenses and other liabilities” totaled $30.3 million and $31.7 million, respectively, in the Consolidated Balance Sheets. Lease expense recognized for the years ended December 31, 2021, 2020 and 2019 was immaterial to the Company. Cash paid for amounts included in the measurement of operating lease liabilities during the years ended December 31, 2021 and 2020 was also immaterial. See Note 11 for additional disclosures regarding leases. Income Taxes MAA has elected to be taxed as a REIT under the Code and intends to continue to operate in such a manner. The current and continuing qualification as a REIT depends on MAA’s ability to meet the various requirements imposed by the Code, which are related to organizational structure, distribution levels, diversity of stock ownership and certain requirements with respect to the nature and diversity of MAA’s assets and sources of MAA’s gross income. As long as MAA qualifies for taxation as a REIT, it will generally not be subject to United States federal corporate income tax on its taxable income that is currently distributed to shareholders. This treatment substantially eliminates the “double taxation” (i.e., income taxation at both the corporate and shareholder levels) that generally results from an investment in a corporation. Even if MAA qualifies as a REIT, MAA may be subject to United States federal income and excise taxes in certain situations, such as if MAA fails to distribute timely all of its taxable income with F-22 respect to a taxable year. MAA also will be required to pay a 100% tax on any net income on non-arm’s length transactions between MAA and one of its taxable REIT subsidiaries, or TRS. Furthermore, MAA and its shareholders may be subject to state or local taxation in various state or local jurisdictions, including those in which MAA transacts business or its shareholders reside, and the applicable state and local tax laws may not conform to the United States federal income tax treatment. Any taxes imposed on MAA would reduce its operating cash flows and net income. The Company has elected TRS status for certain of its corporate subsidiaries. As a result, the TRS incur both federal and state income taxes on any taxable income after consideration of any net operating losses. The TRS use the liability method of accounting for income taxes. Deferred income tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in earnings in the period of the enactment date. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized. The Company recognizes liabilities for uncertain income tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more likely than not to be realized upon ultimate settlement. See Note 7 for additional disclosures regarding income taxes. Fair Value Measurements The Company applies the guidance in ASC Topic 820, Fair Value Measurements and Disclosures, to the valuation of real estate assets recorded at fair value, to its impairment valuation analysis of real estate assets, to its disclosure of the fair value of financial instruments, principally indebtedness, and to its disclosure of the fair value of its derivative financial instruments. Fair value disclosures required under ASC Topic 820 as well as the Company’s derivative accounting policies are summarized in Note 6 utilizing the following hierarchy: Level 1 - Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. Level 2 - Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs for the assets or liability. Use of Estimates Management has made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses to prepare these financial statements and notes in conformity with GAAP. Actual results could differ from those estimates. 2. Earnings per Common Share of MAA Basic earnings per share is computed using the two-class method by dividing net income available to MAA common shareholders by the weighted average number of common shares outstanding during the period. All outstanding unvested restricted share awards contain rights to non-forfeitable dividends and participate in undistributed earnings with shareholders and, accordingly, are considered participating securities that are included in the two-class method of computing basic earnings per share. Both the unvested restricted shares and other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis with diluted earnings per share being the more dilutive of the treasury stock or two-class methods. OP Units are included in dilutive earnings per share calculations when the units are dilutive to earnings per share. F-23 For the years ended December 31, 2021, 2020 and 2019, MAA’s diluted earnings per share was computed using the treasury stock method as presented below (dollars and shares in thousands, except per share amounts): Calculation of Earnings per common share – basic Net income Net income attributable to noncontrolling interests Unvested restricted stock (allocation of earnings) Preferred dividends Net income available for MAA common shareholders, adjusted Weighted average common shares – basic Earnings per common share – basic Calculation of Earnings per common share – diluted Net income Net income attributable to noncontrolling interests Preferred dividends Net income available for MAA common shareholders, adjusted Weighted average common shares – basic Effect of dilutive securities Weighted average common shares – diluted Earnings per common share – diluted 2021 2020 2019 $ $ $ $ $ $ 550,702 (16,911) (539) (3,688) 529,564 114,717 4.62 550,702 (16,911) (3,688) 530,103 114,717 322 115,039 4.61 $ $ $ $ (1) $ $ 264,015 (9,053) (338) (3,688) 250,936 114,188 2.20 264,015 (9,053) (3,688) 251,274 114,188 312 114,500 2.19 $ $ $ $ (1) $ $ 366,618 (12,807) (519) (3,688) 349,604 113,854 3.07 366,618 (12,807) (3,688) 350,123 113,854 259 114,113 3.07 (1) (1) 3. For the years ended December 31, 2021, 2020 and 2019, 3.7 million, 4.1 million and 4.1 million OP Units and their related income are not included in the diluted earnings per share calculations as they are not dilutive. Earnings per OP Unit of MAALP Basic earnings per common unit is computed using the two-class method by dividing net income available for common unitholders by the weighted average number of OP Units outstanding during the period. All outstanding unvested restricted unit awards contain rights to non-forfeitable distributions and participate in undistributed earnings with common unitholders and, accordingly, are considered participating securities that are included in the two-class method of computing basic earnings per common unit. Diluted earnings per common unit reflects the potential dilution that could occur if securities or other contracts to issue OP Units were exercised or converted into OP Units. Both the unvested restricted unit awards and other potentially dilutive common units, and the related impact to earnings, are considered when calculating earnings per common unit on a diluted basis with diluted earnings per common unit being the more dilutive of the treasury stock or two-class methods. For the years ended December 31, 2021, 2020 and 2019, MAALP’s diluted earnings per common unit was computed using the treasury stock method as presented below (dollars and units in thousands, except per unit amounts): Calculation of Earnings per common unit – basic Net income Net income attributable to noncontrolling interests Unvested restricted units (allocation of earnings) Preferred unit distributions Net income available for MAALP common unitholders, adjusted Weighted average common units – basic Earnings per common unit – basic Calculation of Earnings per common unit – diluted Net income Net income attributable to noncontrolling interests Preferred unit distributions Net income available for MAALP common unitholders, adjusted Weighted average common units – basic Effect of dilutive securities Weighted average common units – diluted Earnings per common unit – diluted 2021 2020 2019 550,702 — (539) (3,688) 546,475 $ $ 264,015 — (338) (3,688) 259,989 $ $ 366,618 (136) (519) (3,688) 362,275 118,400 4.62 $ 118,248 2.20 $ 117,944 3.07 550,702 — (3,688) 547,014 118,400 322 118,722 4.61 $ $ $ 264,015 — (3,688) 260,327 $ $ 118,248 312 118,560 2.20 $ 366,618 (136) (3,688) 362,794 117,944 259 118,203 3.07 $ $ $ $ $ $ F-24 4. Stock-Based Compensation Overview MAA accounts for its stock-based employee compensation plans in accordance with accounting standards governing stock-based compensation. These standards require an entity to measure the cost of employee services received in exchange for an award of an equity instrument based on the award’s fair value on the grant date and recognize the cost over the period during which the employee is required to provide service in exchange for the award, which is generally the vesting period. Any liability awards issued are remeasured at each reporting period. MAA’s stock compensation plans consist of a number of incentives provided to attract and retain independent directors, executive officers and key employees. Incentives are currently granted under the Second Amended and Restated 2013 Stock Incentive Plan, or the Stock Plan, which was approved at the 2018 annual meeting of MAA shareholders. The Stock Plan allows for the grant of restricted stock and stock options up to 2,000,000 shares. MAA believes that such awards better align the interests of its employees with those of its shareholders. Compensation expense is generally recognized for service based restricted stock awards using the straight-line method over the vesting period of the shares regardless of cliff or ratable vesting distinctions. Compensation expense for market and performance based restricted stock awards is generally recognized using the accelerated amortization method with each vesting tranche valued as a separate award, with a separate vesting date, consistent with the estimated value of the award at each period end. Additionally, compensation expense is adjusted for actual forfeitures for all awards in the period that the award was forfeited. Compensation expense for stock options is generally recognized on a straight-line basis over the requisite service period. MAA presents stock compensation expense in the Consolidated Statements of Operations in “General and administrative expenses”. Total compensation expense under the Stock Plan was $18.2 million, $16.0 million and $14.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. Of these amounts, total compensation expense capitalized was $1.5 million, $1.7 million and $1.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, the total unrecognized compensation expense was $14.0 million. This cost is expected to be recognized over the remaining weighted average period of 0.8 years. Total cash paid for the settlement of plan shares totaled $9.0 million, $5.7 million and $3.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. Information concerning grants under the Stock Plan is provided below. Restricted Stock In general, restricted stock is earned based on either a service condition, market condition, performance condition or a combination thereof and generally vests ratably over a period from at grant date up to 5 years. Service based awards are earned when the employee remains employed over the requisite service period and are valued on the grant date based upon the market price of MAA common stock on the date of grant. Market based awards are earned when MAA reaches a specified stock price or specified return on the stock price (price appreciation plus dividends) and are valued on the grant date using a Monte Carlo simulation. Performance based awards are earned when MAA reaches certain operational goals, such as funds available for distribution targets, and are valued based upon the market price of MAA common stock on the date of grant as well as the probability of reaching the stated targets. MAA remeasures the fair value of the performance based awards each balance sheet date with adjustments made on a cumulative basis until the award is settled and the final compensation is known. The weighted average grant date fair value per share of restricted stock awards granted during the years ended December 31, 2021, 2020 and 2019, was $88.22, $100.53 and $72.98, respectively. The following is a summary of the key assumptions used in the valuation calculations for market based awards granted during the years ended December 31, 2021, 2020 and 2019: Risk free rate Dividend yield Volatility Requisite service period 2021 0.161% 3.341% 28.04% 3 years 2020 1.603% 3.070% 17.02% 3 years 2019 2.578% 4.043% 18.95% 3 years The risk free rate was based on a zero coupon risk-free rate. The dividend yield was based on the closing stock price of MAA stock on the date of grant. Volatility for MAA was obtained by using a blend of both historical and implied volatility calculations. Historical volatility was based on the standard deviation of daily total continuous returns, and implied volatility was based on the trailing month average of daily implied volatilities interpolating between the volatilities implied by stock call option contracts that were closest to the terms shown and closest to the money. The requisite service period is based on the criteria for the separate programs according to the vesting schedule. F-25 A summary of the status of the nonvested restricted shares as of December 31, 2021, and the changes for the year ended December 31, 2021, is presented below: Nonvested Shares Shares Nonvested as of January 1, 2021 Issued Vested Forfeited Nonvested as of December 31, 2021 216,850 143,375 (197,970) (359) 161,896 $ Weighted Average Grant-Date Fair Value 102.10 87.05 80.06 110.23 115.07 $ The total fair value of shares vested during the years ended December 31, 2021, 2020 and 2019 was $15.8 million, $13.9 million and $9.3 million, respectively. Stock Options Stock options are earned when the employee remains employed over the requisite service period and vest ratably over a period from 0.3 years to 2.3 years. Stock options exercised result in new common shares being issued on the open market by the Company. The fair value of stock option awards is determined using the Monte Carlo valuation model. No stock options were granted or expired during the years ended December 31, 2021, 2020 or 2019. A summary of the status of the outstanding stock options as of December 31, 2021 and the changes for the year ended December 31, 2021 is presented below: Stock Options Options Weighted Average Exercise Price Outstanding as of January 1, 2021 Exercised Outstanding as of December 31, 2021 19,845 (19,032) 813 $ $ 77.83 77.67 81.41 All options outstanding as of December 31, 2021 were exercisable and had an intrinsic value of $0.1 million with a weighted average remaining term of 4.1 years. There were 19,032 options, 918 options and 69,852 options exercised during the years ended December 31, 2021, 2020 and 2019, respectively. Cash received from the exercise of stock options totaled $1.5 million, $0.1 million and $2.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. 5. Borrowings The following table summarizes the Company’s outstanding debt as of December 31, 2021 and 2020 (dollars in thousands): Unsecured debt December 31, 2021 Variable rate commercial paper program Fixed rate senior notes Debt issuance costs, discounts, premiums and fair market value adjustments Total unsecured debt Secured debt Fixed rate property mortgages Debt issuance costs Total secured debt Total outstanding debt Unsecured Revolving Credit Facility $ $ $ $ $ — $ 4,175,000 (23,625) 4,151,375 $ 368,555 $ (3,240) 365,315 $ 4,516,690 $ December 31, 2020 172,000 3,922,000 (16,627) 4,077,373 488,709 (3,370) 485,339 4,562,712 As of December 31, 2021 Weighted Average Effective Rate — 3.3 % 3.3 % 4.4 % 4.4 % 3.4 % Weighted Average Contract Maturity — 3/4/2029 9/24/2048 In May 2019, MAALP entered into a $1.0 billion unsecured revolving credit facility with a syndicate of banks led by Wells Fargo Bank, National Association, and fourteen other banks, which is referred to as the Credit Facility. The Credit Facility replaced MAALP’s previous unsecured revolving credit facility, and it includes an expansion option up to $1.5 billion. The Credit Facility bears an interest rate of the London Interbank Offered Rate, or LIBOR, plus a spread of 0.75% to 1.45% based on an investment grade pricing grid. The Credit Facility matures in May 2023 with an option to extend for two additional six-month periods. As of December 31, 2021, there was no outstanding balance under the Credit Facility, while $4.0 million of capacity was used to support outstanding letters of credit. The terms of the Credit Facility allow for the transition to an alternate benchmark interest rate, including F-26 the Secured Overnight Financing Rate, to replace any outstanding U.S. dollar (USD) LIBOR borrowings at the time USD LIBOR is no longer published. Unsecured Commercial Paper In May 2019, MAALP established an unsecured commercial paper program whereby MAALP may issue unsecured commercial paper notes with varying maturities not to exceed 397 days up to a maximum aggregate principal amount outstanding of $500.0 million. As of December 31, 2021, MAALP had no outstanding borrowings under the commercial paper program. Unsecured Senior Notes As of December 31, 2021, MAALP had $4.2 billion of publicly issued unsecured senior notes outstanding. The unsecured senior notes had maturities at issuance ranging from 5 to 30 years, with a weighted average of 7.1 years remaining until maturity as of December 31, 2021. In July 2021, MAALP retired a $72.8 million tranche of privately placed unsecured senior notes at maturity. In August 2021, MAALP publicly issued $300 million in aggregate principal amount of unsecured senior notes maturing September 2026 with a coupon rate of 1.100% per annum, or the 2026 Notes. The purchase price paid by the purchasers of the 2026 Notes was 99.553% of the principal amount. The 2026 Notes are general unsecured senior obligations of MAALP and rank equally in right of payment with all other unsecured senior indebtedness of MAALP. Interest on the 2026 Notes is payable semi-annually in arrears on March 15 and September 15 of each year beginning March 15, 2022. The net proceeds of the offering were $296.9 million, after deducting the original issue discount and underwriting commissions totaling $3.1 million. The 2026 Notes have an effective interest rate of 1.191% and have been reflected net of discount and debt issuance costs in the accompanying Consolidated Balance Sheets as of December 31, 2021. In August 2021, MAALP also publicly issued $300 million in aggregate principal amount of unsecured senior notes maturing September 2051 with a coupon rate of 2.875% per annum, or the 2051 Notes. The purchase price paid by the purchasers of the 2051 Notes was 98.588% of the principal amount. The 2051 Notes are general unsecured senior obligations of MAALP and rank equally in right of payment with all other unsecured senior indebtedness of MAALP. Interest on the 2051 Notes is payable semi-annually in arrears on March 15 and September 15 of each year beginning March 15, 2022. The net proceeds of the offering were $293.1 million, after deducting the original issue discount and underwriting commissions totaling $6.9 million. The 2051 Notes have an effective interest rate of 2.946% and have been reflected net of discount and debt issuance costs in the accompanying Consolidated Balance Sheets as of December 31, 2021. In September 2021, MAALP retired a $117.0 million tranche of privately placed unsecured senior notes due in November 2022, a $125.0 million portion of the $250.0 million in aggregate principal amount of publicly issued unsecured senior notes due in December 2022, a $12.3 million tranche of privately placed unsecured senior notes due in July 2023, and a $20.0 million tranche of privately placed unsecured senior notes due in November 2024. MAALP incurred $13.4 million in prepayment penalties and write-offs of unamortized costs resulting from the debt retirements during the year ended December 31, 2021. These costs are included in “Other non-operating income” in the accompanying Consolidated Statements of Operations for the year ended December 31, 2021. Secured Property Mortgages As of December 31, 2021, MAALP had $368.6 million of fixed rate conventional property mortgages with a weighted average interest rate of 4.4% and a weighted average maturity in 2048. In February 2021, MAALP retired a $118.6 million mortgage associated with eight apartment communities prior to its June 2021 maturity. Schedule of Maturities The following table includes scheduled principal repayments of MAALP’s outstanding borrowings as of December 31, 2021, as well as the amortization of the fair market value of debt assumed, debt discounts, premiums and issuance costs (in thousands): Maturities Amortization Total 2022 2023 2024 2025 2026 Thereafter Total $ $ 125,000 350,000 400,000 405,262 300,000 2,963,293 4,543,555 $ $ F-27 (173) $ (1,166) (1,976) (2,838) (3,570) (17,142) (26,865) $ 124,827 348,834 398,024 402,424 296,430 2,946,151 4,516,690 6. Financial Instruments and Derivatives Financial Instruments Not Carried at Fair Value Cash and cash equivalents, restricted cash and accrued expenses and other liabilities are carried at amounts that reasonably approximate their fair value due to their short term nature. Fixed rate notes payable as of December 31, 2021 and 2020 totaled $4.5 billion and $4.4 billion, respectively, and had estimated fair values of $4.8 billion and $4.9 billion (excluding prepayment penalties), respectively. The carrying value of variable rate debt as of December 31, 2020 totaled $172.0 million and had an estimated fair value of $172.0 million. As of December 31, 2021, the Company had no variable rate debt outstanding. The fair values of fixed rate debt are determined by using the present value of future cash outflows discounted with the applicable current market rate plus a credit spread. The fair values of variable rate debt are determined using the stated variable rate plus the current market credit spread. The variable rates reset at various maturities typically less than 30 days, and management concluded these rates reasonably estimate current market rates. Financial Instruments Measured at Fair Value on a Recurring Basis As of December 31, 2021, the Company had one outstanding series of cumulative redeemable preferred stock, which is referred to as the MAA Series I preferred stock (see Note 8). The Company has recognized a derivative asset related to the redemption feature embedded in the MAA Series I preferred stock. The derivative asset is valued using widely accepted valuation techniques, including a discounted cash flow analysis in which the perpetual value of the preferred shares is compared to the value of the preferred shares assuming the call option is exercised, with the value of the bifurcated call option as the difference between the two values. The analysis reflects the contractual terms of the redeemable preferred shares, which are redeemable at the Company’s option beginning on October 1, 2026 at the redemption price of $50.00 per share. The Company uses various significant inputs in the analysis, including trading data available on the preferred shares, coupon yields on preferred stock issuances from REITs with similar credit ratings as MAA and treasury rates to determine the fair value of the bifurcated call option. The redemption feature embedded in the MAA Series I preferred stock is reported as a derivative asset in “Other assets” in the accompanying Consolidated Balance Sheets and is adjusted to its fair value at each reporting date, with a corresponding non-cash adjustment to “Other non-operating income” in the accompanying Consolidated Statements of Operations. As a result of the adjustments recorded to reflect the change in fair value of the derivative asset, the fair value of the embedded derivative asset decreased to $34.5 million as of December 31, 2021 as compared to $39.0 million as of December 31, 2020, a decrease in value of the derivative asset of $4.5 million. The Company has determined the majority of the inputs used to value its outstanding debt and its embedded derivative fall within Level 2 of the fair value hierarchy, and as a result, the fair value valuation of its debt and embedded derivative held as of December 31, 2021 and December 31, 2020 were classified as Level 2 in the fair value hierarchy. Cash Flow Hedges of Interest Rate Risk The Company periodically uses derivatives to hedge exposures to interest rates. For transactions that meet the hedge accounting criteria, the Company formally designates and documents the instrument as a hedge at inception and thereafter assesses the hedge to ensure it is effective in offsetting changes in the cash flows of the underlying exposures. The changes in the fair value of a derivative designated and that qualifies as a cash flow hedge are recorded in “Accumulated other comprehensive loss” and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. As long as a hedging instrument is designated and the results of the effectiveness testing support that the instrument qualifies for hedge accounting treatment, there is no periodic measurement or recognition of ineffectiveness, regardless of whether or not economic mismatches exist in the hedging relationship. As of December 31, 2021, the Company had $11.1 million in net realized losses recorded in “Accumulated other comprehensive loss” related to terminated interest rate swap and forward rate swap derivatives which were previously designated as qualifying cash flow hedging instruments. The net realized losses are reclassified to interest expense as interest payments are made over the remaining life of the associated debt. During the next twelve months, the Company estimates that an additional $1.1 million will be reclassified to earnings as an increase to “Interest expense.” Derivatives designated as cash flow hedging instruments and their related gains and losses are reported in “Net change in operating accounts and other operating activities” in the accompanying Consolidated Statements of Cash Flows. F-28 Tabular Disclosure of the Effect of Derivative Instruments on the Statements of Operations The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019, respectively (dollars in thousands): Derivatives in Cash Flow Hedging Relationships For the Year ended December 31, Interest rate contracts (1) (2) Loss Recognized in OCI on Derivative 2020 2019 (1) 2021 $ The Company had outstanding interest rate swaps that terminated during the year ended December 31, 2019. — $ (11,676) — $ $ Location of (Loss) Gain Reclassified from Accumulated OCL into Income Interest expense Net (Loss) Gain Reclassified from Accumulated OCL into Interest Expense (2) 2021 2020 2019 (1,114) $ (1,088) $ 1,747 See the Consolidated Statements of Comprehensive Income for changes in accumulated other comprehensive loss as these changes are presented net of the allocation to noncontrolling interests. Derivatives Not Designated as Hedging Instruments For the year ended December 31, Preferred stock embedded derivative Location of (Loss) Gain Recognized in Income on Derivative Other non-operating income $ 7. Income Taxes (Loss) Gain Recognized in Earnings on Derivative 2020 2019 2021 (4,560) $ 2,562 $ 17,886 Due to the structure of MAA as a REIT and the nature of the operations of its operating properties, no provision for federal income taxes has been made at the MAA level. In addition, as MAALP is structured as a limited partnership, and its partners recognize their proportionate share of income or loss in their tax returns, no provision for federal income taxes has been made at the MAALP level. Historically, the Company has incurred certain state and local income, excise and franchise taxes. Taxable REIT Subsidiaries A TRS is an entity that is subject to federal, state and any applicable local corporate income tax without the benefit of the dividends paid deduction applicable to REITs. The Company’s TRS generated taxable income of $51.8 million, $5.8 million and $4.2 million for the years ended December 31, 2021, 2020 and 2019 and income tax expense of $10.9 million, $0.8 million and $1.0 million for the years ended December 31, 2021, 2020 and 2019. The Company’s TRS generally provide the Company with third-party services (property management services to a real estate joint venture and other services) for which the Company reimburses its TRS. In addition, one of the Company’s TRS has investments in two technology-focused limited partnerships that generate investment income and losses. The investment income is recognized for tax purposes at the time of sale or exchange of the investment. All intercompany transactions are eliminated in the accompanying consolidated financial statements. In addition to the TRS income tax provision, income tax expense primarily relates to the Texas-based margin tax for all Texas apartment communities. Income tax expense for the Company for the years ended December 31, 2021, 2020 and 2019 was $13.6 million, $3.3 million and $3.7 million, respectively, and is presented in “Income tax expense” in the accompanying Consolidated Statements of Operations. As of December 31, 2021 and 2020, the components of the Company’s TRS deferred income tax assets and liabilities were as follows (dollars in thousands): December 31, 2021 December 31, 2020 Deferred tax asset: Other Deferred tax liabilities: Unrealized gain from limited partnerships Other Total deferred tax liabilities Net deferred tax liability $ $ $ $ 328 $ 12,946 $ 246 13,192 $ $ 12,864 308 2,087 275 2,362 2,054 The net deferred tax liability balances are reflected in “Accrued expenses and other liabilities” in the accompanying Consolidated Balance Sheets for the years ended December 31, 2021 and 2020. The TRS had no reserve for uncertain tax positions for the years ended December 31, 2021 and 2020, and management does not believe there will be any material changes in the TRS’ unrecognized tax positions over the next 12 months. If necessary, the TRS accrues interest and penalties on unrecognized tax benefits as a component of income tax expense. F-29 NOL Carryforwards As of December 31, 2021, the Company held federal NOL carryforwards of $54.4 million for income tax purposes that expire in the years 2022 to 2032. Utilization of any NOL carryforwards is subject to an annual limitation due to ownership change limitations provided by Section 382 of the Code and similar state provisions. The annual limitations may result in the expiration of NOL carryforwards prior to utilization. The Company may use these NOLs to offset all or a portion of the taxable income generated at the REIT level. Tax years 2018 through 2021 are subject to examination by the Internal Revenue Service. No tax examination is currently in process. Taxable Composition of Distributions For income tax purposes, dividends paid to holders of common stock generally consist of ordinary income, return of capital, capital gains, qualified dividends and un-recaptured Section 1250 gains, or a combination thereof. For the years ended December 31, 2021, 2020 and 2019, dividends per share held for the entire year were estimated to be taxable as follows: 2021 2020 2019 Ordinary income Capital gain Un-recaptured Section 1250 gain Total $ 2.43 1.36 0.31 4.10 59.18% $ 33.15% 7.67% 100% $ 4.00 0.00 0.00 4.00 99.98% $ 0.02% 0.00% 100% $ Amount $ Percentage Amount Percentage Amount Percentage 91.39% 5.54% 3.07% 100% 3.51 0.21 0.12 3.84 The Company designated the per share amounts above as capital gain dividends in accordance with the requirements of the Code. The difference between net income available to common shareholders for financial reporting purposes and taxable income before dividend deductions relates primarily to temporary differences such as depreciation and amortization and taxable gains on sold properties. 8. Shareholders’ Equity of MAA As of December 31, 2021, 115,336,876 shares of common stock of MAA and 3,206,118 OP Units (excluding the OP Units held by MAA) were issued and outstanding, representing a total of 118,542,994 common shares and units. As of December 31, 2020, 114,373,727 shares of common stock of MAA and 4,057,657 OP Units (excluding the OP Units held by MAA) were issued and outstanding, representing a total of 118,431,384 common shares and units. Preferred Stock As of December 31, 2021, MAA had one outstanding series of cumulative redeemable preferred stock which has the following characteristics: Description MAA Series I (1) (2) Outstanding Shares 867,846 $ Liquidation Preference (1) 50.00 Optional Redemption Date 10/1/2026 Redemption Price (2) $ 50.00 Stated Dividend Yield 8.50% $ Approximate Dividend Rate 4.25 The total liquidation preference for the outstanding preferred stock is $43.4 million. The redemption price is the price at which the preferred stock is redeemable, at MAA’s option, for cash. See Note 6 for details of the valuation of the derivative asset related to the redemption feature embedded in the MAA Series I preferred stock. Direct Stock Purchase and Distribution Reinvestment Plan MAA has a Dividend and Distribution Reinvestment and Share Purchase Plan, or DRSPP, pursuant to which MAA’s common shareholders have the ability to reinvest all or part of their distributions from MAA into shares of MAA’s common stock and holders of Class A OP Units have the ability to reinvest all or part of their distributions from the Operating Partnership into MAA’s common stock. The DRSPP also provides the opportunity to make optional cash investments in MAA’s common stock of at least $250, but not more than $5,000 in any given month, free of brokerage commissions and charges. MAA, in its absolute discretion, may grant waivers to allow for optional cash payments in excess of $5,000. To fulfill its obligations under the DRSPP, MAA may either issue additional shares of common stock or repurchase common stock in the open market. MAA currently has registered with the SEC the offer and sale of up to 1,906,762 shares of common stock pursuant to the DRSPP. MAA may elect to sell shares under the DRSPP at up to a 5% discount. Shares of MAA’s common stock totaling 6,301 in 2021, 8,259 in 2020 and 16,219 in 2019 were acquired by participants under the DRSPP. MAA did not offer a discount for optional cash purchases in 2021, 2020 or 2019. F-30 Equity Forward Sale Agreements In August 2021, MAA entered into two 18-month forward sale agreements with respect to a total of 1.1 million shares of its common stock at an initial forward sale price of $190.56 per share, which price is net of issuance costs. Under the forward sale agreements, the forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread and will be decreased based on amounts related to dividends on MAA’s common stock during the term of the forward sale agreements. No shares had been settled under the forward sale agreements as of December 31, 2021. MAA generally has the ability to determine the dates and method of settlement (i.e., gross physical settlement, net share settlement or cash settlement), subject to certain conditions and the right of the counterparty to accelerate settlement under certain circumstances, provided that settlement under each forward sale agreement must occur by February 2, 2023. MAA currently expects to fully physically settle each forward sale agreement with the relevant forward purchaser on one or more dates specified by MAA on or prior to the maturity date of the particular forward sale agreement, in which case MAA expects to receive aggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. The impact of the forward sale agreements was not dilutive to the Company’s diluted earnings per share for the year ended December 31, 2021. At-the-Market Share Offering Program In November 2021, the Company entered into an equity distribution agreement to establish a new ATM program, replacing MAA’s previous ATM program and allowing MAA to sell shares of its common stock from time to time to or through its sales agents into the existing market at current market prices, and to enter into separate forward sales agreements to or through its forward purchasers. Under its current ATM program, MAA has the authority to issue up to an aggregate of 4.0 million shares of its common stock, at such times to be determined by MAA. MAA has no obligation to issue shares through the ATM program. During the years ended December 31, 2021 and 2020, MAA did not sell any shares of common stock under its ATM program. During the year ended December 31, 2019, MAA sold 146,301 shares of comment stock for net proceeds of $19.6 million through its previous ATM program. As of December 31, 2021, 4.0 million shares remained issuable under the current ATM program. 9. Partners’ Capital of MAALP Common units of limited partnership interests in MAALP are represented by OP Units. As of December 31, 2021, there were 118,542,994 OP Units outstanding, 115,336,876, or 97.3%, of which represent Class B OP Units (common units issued to or held by MAALP’s general partner or any of its subsidiaries), which were owned by MAA, MAALP’s general partner. The remaining 3,206,118 OP Units were Class A OP Units owned by Class A limited partners. As of December 31, 2020, there were 118,431,384 OP Units outstanding, 114,373,727, or 96.6%, of which were owned by MAA and 4,057,657 of which were owned by the Class A limited partners. MAA, as the sole general partner of MAALP, has full, complete and exclusive discretion to manage and control the business of MAALP subject to the restrictions specifically contained within MAALP’s agreement of limited partnership, or the Partnership Agreement. Unless otherwise stated in the Partnership Agreement, this power includes, but is not limited to, acquiring, leasing or disposing of any real property; constructing buildings and making other improvements to properties owned; borrowing money, modifying or extinguishing current borrowings, issuing evidence of indebtedness and securing such indebtedness by mortgage, deed of trust, pledge or other lien on MAALP’s assets; and distribution of MAALP’s cash or other assets in accordance with the Partnership Agreement. MAA can generally, at its sole discretion, issue and redeem OP Units and determine the consideration to be received or the redemption price to be paid, as applicable. The general partner may delegate these and other powers granted to it if the general partner remains in supervision of the designee. Under the Partnership Agreement, MAALP may issue Class A OP Units and Class B OP Units. Class A OP Units are any OP Units other than Class B OP Units, while Class B OP Units are those issued to or held by MAALP’s general partner or any of its subsidiaries. In general, the limited partners do not have the power to participate in the management or control of MAALP’s business except in limited circumstances, including changes in the general partner and protective rights if the general partner acts outside of the provisions provided in the Partnership Agreement. The transferability of Class A OP Units is also limited by the Partnership Agreement. Net income of MAALP (after allocations to preferred ownership interests) is allocated to the general partner and limited partners based on their respective ownership percentages of MAALP. Issuance or redemption of additional Class A OP Units or Class B OP Units changes the relative ownership percentage of the partners. The issuance of Class B OP Units generally occurs when MAA issues common stock and the proceeds from that issuance are contributed to MAALP in exchange for the issuance to MAA of a number of OP Units equal to the number of shares of common stock issued. Likewise, if MAA repurchases or redeems outstanding shares of common stock, MAALP generally redeems an equal number of Class B OP Units with similar terms held by MAA for a redemption price equal to the purchase price of those shares of common stock. At each reporting period, the allocation between general partner capital and limited partner capital is adjusted to account for the change in the respective percentage ownership of the underlying capital of MAALP. Holders of the Class A OP Units may require MAA to redeem their Class A OP Units, in which case MAA may, F-31 at its option, pay the redemption price either in cash (in an amount per Class A OP Unit equal, in general, to the average closing price of MAA’s common stock on the NYSE over a specified period prior to the redemption date) or by delivering one share of MAA common stock (subject to adjustment under specified circumstances) for each Class A OP Unit so redeemed. As of December 31, 2021, a total of 3,206,118 Class A OP Units were outstanding and redeemable for 3,206,118 shares of MAA common stock, with an approximate value of $735.6 million, based on the closing price of MAA’s common stock on December 31, 2021 of $229.44 per share. As of December 31, 2020, a total of 4,057,657 Class A OP Units were outstanding and redeemable for 4,057,657 shares of MAA common stock, with an approximate value of $514.1 million, based on the closing price of MAA’s common stock on December 31, 2020 of $126.69 per share. MAALP pays the same per unit distributions in respect to the OP Units as the per share dividends MAA pays in respect to its common stock. As of December 31, 2021, MAALP had one outstanding series of cumulative redeemable preferred units, or the MAALP Series I preferred units. The MAALP Series I preferred units have the same characteristics as the MAA Series I preferred stock described in Note 8. As of December 31, 2021, 867,846 units of the MAALP Series I preferred units were outstanding. See Note 6 for details of the valuation of the derivative asset related to the redemption feature embedded in the MAALP Series I preferred units. 10. Employee Benefit Plans The following provides details of the employee benefit plans not previously discussed in Note 4. 401(k) Savings Plans MAA’s 401(k) Savings Plan, or 401(k) Plan, is a defined contribution plan that satisfies the requirements of Section 401(a) and 401(k) of the Code. MAA’s Board of Directors has the discretion to approve matching contributions to the 401(k) Plan. MAA recognized expense from the 401(k) Plan of $4.1 million, $3.9 million and $3.5 million, for the years ended December 31, 2021, 2020 and 2019, respectively. Non-Qualified Executive Deferred Compensation Retirement Plan MAA has adopted the MAA Non-Qualified Executive Deferred Compensation Retirement Plan Amended and Restated effective January 1, 2016, or the Deferred Compensation Plan, for certain executive employees. Under the terms of the Deferred Compensation Plan, employees may elect to defer a percentage of their compensation and bonus, and MAA may, but is not obligated to, match a portion of the employees’ salary deferral. MAA recognized expense on its match to the Deferred Compensation Plan for the years ended December 31, 2021, 2020 and 2019 of $0.1 million, $0.4 million and $0.3 million, respectively. Non-Qualified Deferred Compensation Plan for Outside Company Directors MAA has adopted the Non-Qualified Deferred Compensation Plan for Outside Company Directors as Amended effective November 30, 2010, or the Directors Deferred Compensation Plan, which allows non-employee directors to defer their director fees by having the fees held by MAA as shares of MAA’s common stock. Directors can also choose to have their annual restricted stock grants issued into the Directors Deferred Compensation Plan. Amounts deferred through the Directors Deferred Compensation Plan are distributed to the directors in two annual installments beginning in the first 90 days of the year following the director’s departure from the board. Participating directors may choose to have the amount issued to them in shares of MAA’s common stock or paid to them as cash at the market value of MAA’s common stock as of the end of the year the director ceases to serve on the board. For the years ended December 31, 2021, 2020 and 2019, directors deferred 6,944 shares, 10,593 shares and 10,738 shares of common stock, respectively, with weighted-average grant date fair values of $164.23, $111.19 and 117.73, respectively, into the Directors Deferred Compensation Plan. The shares of common stock held in the Directors Deferred Compensation Plan are classified outside of permanent equity in redeemable stock with changes in the redemption amount recorded immediately to retained earnings because the directors have redemption rights not solely within the control of MAA. Additionally, any shares that become mandatorily redeemable because a departed director has elected to receive a cash payout are recorded as a liability. MAA did not record a liability related to mandatorily redeemable shares for the years ended December 31, 2021, 2020 and 2019. Employee Stock Ownership Plan MAA’s Employee Stock Ownership Plan, or ESOP, is a non-contributory stock bonus plan that satisfies the requirements of Section 401(a) of the Code. On December 31, 2010, the ESOP was frozen by amendment, whereby effective January 1, 2011, no additional employees became eligible for the plan, no additional contributions were made to the ESOP, and all participants with an account balance under the ESOP became 100% vested. The Company did not contribute to the ESOP during 2021, 2020 or 2019. As of December 31, 2021, the ESOP held 122,582 shares with a fair value of $28.1 million. F-32 11. Commitments and Contingencies Leases The Company’s operating leases include a ground lease expiring in 2074 related to one of its apartment communities and an office lease expiring in 2028 related to its corporate headquarters. Both leases contain stated rent increases that generally compensate for the impact of inflation. The Company also has other commitments related to immaterial office and equipment operating leases. As of December 31, 2021, the Company’s operating leases had a weighted average remaining lease term of approximately 32 years and a weighted average discount rate of approximately 4.4%. The table below reconciles undiscounted cash flows for each of the first five years and total of the remaining years to the right-of-use lease obligations recorded on the Consolidated Balance Sheets as of December 31, 2021 (in thousands): Operating Leases 2022 2023 2024 2025 2026 Thereafter Total minimum lease payments Net present value adjustments Right-of-use lease obligations Legal Proceedings $ $ 2,894 2,885 2,862 2,872 2,920 59,993 74,426 (44,175) 30,251 In June 2016, plaintiffs Cathi Cleven and Tara Cleven, on behalf of a putative class of plaintiffs, filed a complaint against MAA and the Operating Partnership in the United States District Court for the Western District of Texas, Austin Division. In January 2017, Areli Arellano and Joe L. Martinez joined the lawsuit as additional plaintiffs. The lawsuit alleges that the Company (but not Post Properties - see the description of the Brown class action lawsuit below) charged late fees at its Texas properties that violate Section 92.019 of the Texas Property Code, or Section 92.019, which provides that a landlord may not charge a tenant a late fee for failing to pay rent unless, among other things, the fee is a reasonable estimate of uncertain damages to the landlord that are incapable of precise calculation and result from the late payment of rent. The plaintiffs are seeking monetary damages and attorneys’ fees and costs. In September 2018, the District Court certified a class proposed by the plaintiffs. Additionally, in September 2018, the District Court denied the Company’s motion for summary judgment and granted the plaintiffs’ motion for partial summary judgment. Because the District Court certified a class prior to granting the plaintiffs’ motion for partial summary judgment, the District Court’s ruling applies to the entire class. In October 2018, the Fifth Circuit Court of Appeals accepted the Company’s petition to review the District Court’s order granting class certification. In September 2019, the Fifth Circuit Court of Appeals heard the Company’s oral arguments. Thereafter, in December 2021, the Fifth Circuit Court of Appeals issued its opinion, finding error in the District Court’s analysis of Section 92.019 and remanding the case to the District Court to determine if class certification is appropriate in light of the Fifth Circuit’s determination that Section 92.019 does not require that a landlord engage in a process to arrive at its late fee, so long as the fee is a reasonable estimate at the time of contracting of damages that are incapable of precise calculation. The Company will continue to vigorously defend the action and pursue such appeals as are warranted and available. Management estimates that the Company’s maximum exposure in the lawsuit, if the class is recertified by the District Court, is $54.6 million, which includes both potential damages and attorneys’ fees but excludes any prejudgment interest that may be awarded. In April 2017, plaintiff Nathaniel Brown, on behalf of a putative class of plaintiffs, filed a complaint against the Operating Partnership, as the successor by merger to Post Properties’ primary operating partnership, and MAA in the United States District Court for the Western District of Texas, Austin Division. The lawsuit alleges that Post Properties (and, following the Post Properties merger in December 2016, the Operating Partnership) charged late fees at its Texas properties that violate Section 92.019. The plaintiffs are seeking monetary damages and attorney’s fees and costs. In September 2018, the District Court certified a class proposed by the plaintiff. Additionally, in September 2018, the District Court denied the Company’s motion for summary judgment and granted the plaintiff’s motion for partial summary judgment. Because the District Court certified a class prior to granting the plaintiff’s motion for partial summary judgment, the District Court’s ruling applies to the entire class. In October 2018, the Fifth Circuit Court of Appeals accepted the Company’s petition to review the District Court’s order granting class certification. In September 2019, the Fifth Circuit Court of Appeals heard the Company’s oral arguments. The Fifth Circuit issued its opinion in December 2021 finding error in the District Court’s analysis of Section 92.019 and remanding the case to the District Court to determine if class certification is appropriate in light of the Fifth Circuit’s ruling on the application of Section 92.019 in the Cleven lawsuit, as noted above. The Company will continue to vigorously defend the action and pursue such appeals as are warranted and available. Management estimates that the Company’s maximum exposure in the lawsuit, if the class is recertified, is $8.4 million, which includes both potential damages and attorneys’ fees but excludes any prejudgment interest that may be awarded. F-33 The Company is subject to various other legal proceedings and claims that arise in the ordinary course of its business operations. Matters that arise out of allegations of bodily injury, property damage and employment practices are generally covered by insurance. While the resolution of these other matters cannot be predicted with certainty, management does not currently believe that such matters, either individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows in the event of a negative outcome. As of December 31, 2021 and 2020, the Company’s accrual for loss contingencies relating to unresolved legal matters was $5.2 million and $5.3 million in the aggregate, respectively. The loss contingencies are presented in “Accrued expenses and other liabilities” in the accompanying Consolidated Balance Sheets. 12. Related Party Transactions The cash management of the Company is managed by the Operating Partnership. In general, cash receipts are remitted to the Operating Partnership and all cash disbursements are funded by the Operating Partnership. As a result of these transactions, the Operating Partnership had a de minimis payable to MAA, its general partner, as of December 31, 2021 and 2020, respectively. The Partnership Agreement does not require the due to/due from balance to be settled in cash until liquidation of the Operating Partnership, and therefore, there is no regular settlement schedule for such amounts. 13. Segment Information As of December 31, 2021, the Company owned and operated 290 multifamily apartment communities (which does not include development communities under construction) in 15 different states from which it derived all significant sources of earnings and operating cash flows. The Company views each consolidated apartment community as an operating segment. The Company’s chief operating decision maker, which is the Company’s Chief Executive Officer, evaluates performance and determines resource allocations of each of the apartment communities on a Same Store and Non-Same Store and Other basis, as well as an individual apartment community basis. This is consistent with the aggregation criteria under GAAP as each of the apartment communities generally has similar economic characteristics, facilities, services and residents. The following reflects the two reportable segments for the Company:  Same Store includes communities that the Company has owned and have been stabilized for at least a full 12 months as of the first day of the calendar year.  Non-Same Store and Other includes recently acquired communities, communities being developed or in lease-up, communities identified for disposition, communities that have incurred a significant casualty loss and stabilized communities that do not meet the requirements to be Same Store communities. Also included in Non-Same Store and Other are non-multifamily activities. On the first day of each calendar year, the Company determines the composition of its Same Store and Non-Same Store and Other reportable segments for that year as well as adjusts the previous year, which allows the Company to evaluate full period-over-period operating comparisons. Communities previously in development or lease-up are added to the Same Store segment on the first day of the calendar year after the community has been owned and stabilized for at least a full 12 months. Communities are considered stabilized after achieving 90% average physical occupancy for 90 days. Communities that have been identified for disposition are excluded from the Same Store segment. The chief operating decision maker utilizes NOI in evaluating the performance of its operating segments. Total NOI represents total property revenues less total property operating expenses, excluding depreciation and amortization, for all properties held during the period regardless of their status as held for sale. Management believes that NOI is a helpful tool in evaluating the operating performance of the segments because it measures the core operations of property performance by excluding corporate level expenses and other items not directly related to property operating performance. F-34 Revenues and NOI for each reportable segment for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands): $ $ $ Revenues: Same Store Rental revenues Other property revenues Total Same Store revenues Non-Same Store and Other Rental revenues Other property revenues Total Non-Same Store and Other revenues Total rental and other property revenues Net Operating Income: Same Store NOI Non-Same Store and Other NOI Total NOI Depreciation and amortization Property management expenses General and administrative expenses Interest expense Gain on sale of depreciable real estate assets Gain on sale of non-depreciable real estate assets Other non-operating income Income tax expense Income from real estate joint venture Net income attributable to noncontrolling interests Dividends to MAA Series I preferred shareholders Net income available for MAA common shareholders $ 2021 2020 2019 $ 1,690,770 11,971 1,702,741 74,432 909 75,341 1,778,082 $ $ 1,064,308 42,609 1,106,917 (533,433) (55,732) (52,884) (156,881) 220,428 811 33,902 (13,637) 1,211 (16,911) (3,688) 530,103 $ $ 1,601,812 11,557 1,613,369 64,401 214 64,615 1,677,984 $ $ 1,001,919 35,594 1,037,513 (510,842) (52,300) (46,858) (167,562) 9 1,024 4,857 (3,327) 1,501 (9,053) (3,688) $ 251,274 1,526,101 12,174 1,538,275 101,503 1,239 102,742 1,641,017 968,190 59,982 1,028,172 (496,843) (55,011) (43,845) (179,847) 80,988 12,047 22,999 (3,696) 1,654 (12,807) (3,688) 350,123 Assets for each reportable segment as of December 31, 2021 and 2020 were as follows (in thousands): Assets: Same Store Non-Same Store and Other Corporate assets Total assets $ $ December 31, 2021 December 31, 2020 9,832,347 1,181,432 271,403 11,285,182 $ $ 10,076,511 937,375 180,905 11,194,791 14. Real Estate Acquisitions and Dispositions The following table reflects the Company’s acquisition activity for the year ended December 31, 2021: Multifamily Development Acquisitions Novel Daybreak (2) Novel West Midtown (2) (1) (2) Market Salt Lake City, UT Atlanta, GA Units (1) 400 340 Date Acquired April 2021 April 2021 Represents number of units upon completion of the development. This pre-purchase multifamily community development is being developed through a joint venture with a local developer. The Company owns 80% of the joint venture that owns this property. Land Acquisition MAA Westshore Market Tampa, FL Acres 19 Date Acquired June 2021 F-35 The following table reflects the Company’s disposition activity for the year ended December 31, 2021: Multifamily Dispositions Crosswinds Pear Orchard Reflection Pointe Lakeshore Landing MAA Timbercrest Colonial Village at Greentree Colonial Village at Marsh Cove Land Dispositions Colonial Promenade Tutwiler Colonial Grand at Sweetwater Colonial Grand at Traditions Colonial Grand at Thunderbird 15. Subsequent Events Market Jackson, MS Jackson, MS Jackson, MS Jackson, MS Charlotte, NC Savannah, GA Savannah, GA Market Huntsville, AL Birmingham, AL Phoenix, AZ Gulf Shores, AL Phoenix, AZ Units 360 389 296 196 282 194 188 Acres 1 9 5 118 9 Date Sold June 2021 June 2021 June 2021 June 2021 November 2021 November 2021 November 2021 Date Sold September 2021 September 2021 October 2021 December 2021 December 2021 In January 2022, the Company entered into an agreement with a third technology-focused limited partnership and made an initial investment of $7.5 million. The Company is committed to make additional capital contributions totaling $17.5 million if and when called by the general partner of the limited partnership. F-36 Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P. Schedule III — Real Estate and Accumulated Depreciation December 31, 2021 (Dollars in thousands) Property Location Encumbrances Land Initial Cost Buildings and Fixtures Costs Capitalized Subsequent to Acquisition Land Buildings and Fixtures Gross Amount carried as of December 31, 2021 Land Buildings and Fixtures Total (3) Accumulated Depreciation (4) Net Date of Construction Date Acquired Birchall at Ross Bridge Colonial Grand at Riverchase Trails Colonial Village at Trussville Eagle Ridge Colonial Grand at Traditions Colonial Grand at Edgewater Paddock Club at Providence Colonial Grand at Madison Cypress Village Colonial Grand at Liberty Park Sky View Ranch Colonial Grand at Inverness Commons Edge at Lyon's Gate Residences at Fountainhead Talus Ranch Novel Midtown Colonial Grand at OldTown Scottsdale Colonial Grand at Scottsdale SkySong MAA River North MAA Promenade MAA Tiffany Oaks Colonial Grand at Lakewood Ranch Indigo Point Paddock Club Brandon MAA Coral Springs Paddock Club Gainesville The Retreat at Magnolia Parke MAA Heathrow 220 Riverside Atlantic Crossing Cooper's Hawk Hunter's Ridge at Deerwood Lakeside Lighthouse at Fleming Island Paddock Club Mandarin St. Augustine Tattersall at Tapestry Park Woodhollow MAA Lake Mary MAA Town Park MAA Town Park Reserve MAA Heather Glen MAA Randal Lakes MAA Baldwin Park MAA Crosswater MAA Parkside MAA Lake Nona Sand Lake Park Crest at Innisbrook The Club at Panama Beach MAA Twin Lakes Paddock Club Tallahassee Verandas at Southwood Belmere Colonial Grand at Hampton Preserve Links at Carrollwood Post Bay at Rocky Point Post Harbour Place Post Hyde Park Post Rocky Point Post Soho Square Village Oaks Colonial Grand at Seven Oaks MAA Windermere MAA Briarcliff Birmingham, AL Birmingham, AL Birmingham, AL Birmingham, AL Gulf Shores, AL Huntsville, AL Huntsville, AL Madison, AL Orange Beach, AL Vestavia Hills, AL Gilbert, AZ Mesa, AZ Phoenix, AZ Phoenix, AZ Phoenix, AZ Phoenix, AZ Scottsdale, AZ Scottsdale, AZ Scottsdale, AZ Denver, CO Denver, CO Altamonte Springs, FL Bradenton, FL Brandon, FL Brandon, FL Coral Springs, FL Gainesville, FL Gainesville, FL Heathrow, FL Jacksonville, FL Jacksonville, FL Jacksonville, FL Jacksonville, FL Jacksonville, FL Jacksonville, FL Jacksonville, FL Jacksonville, FL Jacksonville, FL Jacksonville, FL Lake Mary, FL Lake Mary, FL Lake Mary, FL Orlando, FL Orlando, FL Orlando, FL Orlando, FL Orlando, FL Orlando, FL Orlando, FL Palm Harbor, FL Panama City, FL Sanford, FL Tallahassee, FL Tallahassee, FL Tampa, FL Tampa, FL Tampa, FL Tampa, FL Tampa, FL Tampa, FL Tampa, FL Tampa, FL Tampa, FL Wesley Chapel, FL Windermere, FL Atlanta, GA — $ — — — — — — — — — — — — — (1) — — — — — — — — — — — — — — — — — — — — — — — — — — (2) — — — — — — — — — — — — — — — — — — — — — — (1) — — — (1) — 2,641 $ 3,762 3,403 852 3,212 4,944 1,740 3,602 1,290 3,922 2,668 4,219 7,901 12,212 12,741 9,001 7,820 3,612 — 14,500 24,111 1,024 2,980 1,167 2,896 9,600 1,800 2,040 4,101 2,381 4,000 854 1,533 1,430 4,047 1,411 2,857 6,417 1,678 6,346 5,742 3,481 4,662 8,859 18,101 7,046 5,669 7,880 7,635 6,900 893 3,091 1,480 3,600 852 6,233 927 4,541 16,296 16,891 35,260 5,190 2,891 3,051 2,711 24,614 28,842 22,079 31,813 7,667 25,162 38,673 10,152 28,934 12,238 30,977 14,577 26,255 27,182 56,705 47,701 — 51,627 20,273 55,748 28,900 81,317 9,219 40,230 10,500 26,111 40,004 15,879 16,338 35,684 35,514 19,495 7,500 13,835 12,883 35,052 14,967 6,475 36,069 15,179 41,539 56,562 10,311 56,988 50,553 144,200 52,585 49,754 41,175 — 26,613 14,276 47,793 4,805 25,914 7,667 69,535 7,355 28,381 116,193 95,259 153,102 56,296 19,055 42,768 36,710 114,921 2,641 $ 3,762 3,403 852 3,212 4,944 1,740 3,602 1,290 3,922 2,668 4,219 7,901 12,212 12,741 9,001 7,820 3,612 — 14,500 24,111 1,024 2,980 1,167 2,896 9,600 1,800 2,040 4,101 2,381 4,000 854 1,533 1,430 4,047 1,411 2,857 6,417 1,678 6,346 5,742 3,481 4,662 8,859 18,101 7,046 5,669 7,880 7,635 6,900 893 3,091 1,480 3,600 852 6,233 927 4,541 16,296 16,891 35,260 5,190 2,891 3,051 2,711 24,614 $ $ 31,742 28,628 36,718 12,251 30,394 46,895 25,019 31,304 15,248 38,601 17,522 30,262 30,966 59,096 53,163 73,926 58,306 23,866 58,987 69,700 103,773 14,849 46,596 14,714 33,453 54,005 20,911 17,801 41,262 44,530 22,557 11,540 19,829 21,279 40,660 18,432 26,067 38,706 24,298 66,942 63,746 10,889 64,926 100,071 149,127 53,911 58,258 48,389 59,684 31,127 19,308 51,489 19,236 28,340 14,659 72,707 13,614 30,597 131,252 104,000 169,920 57,353 22,252 46,381 39,014 121,228 34,383 32,390 40,121 13,103 33,606 51,839 26,759 34,906 16,538 42,523 20,190 34,481 38,867 71,308 65,904 82,927 66,126 27,478 58,987 84,200 127,884 15,873 49,576 15,881 36,349 63,605 22,711 19,841 45,363 46,911 26,557 12,394 21,362 22,709 44,707 19,843 28,924 45,123 25,976 73,288 69,488 14,370 69,588 108,930 167,228 60,957 63,927 56,269 67,319 38,027 20,201 54,580 20,716 31,940 15,511 78,940 14,541 35,138 147,548 120,891 205,180 62,543 25,143 49,432 41,725 145,842 (11,255) (10,925) (13,131) (8,889) (11,194) (15,206) (16,361) (11,654) (5,087) (14,412) (7,739) (10,308) (14,177) (10,197) (27,009) (2,749) (20,091) (8,319) (10,575) (10,045) (11,516) (11,251) (15,909) (10,150) (23,848) (29,765) (12,070) (6,544) (14,755) (7,251) (8,245) (9,039) (14,323) (16,314) (24,091) (10,601) (13,451) (13,668) (18,682) (18,790) (23,729) (4,137) (22,662) (17,424) (30,996) (10,177) (11,627) (16,087) (1,232) (13,985) (11,500) (18,097) (14,369) (7,535) (10,865) (23,677) (9,748) (6,384) (28,051) (22,344) (35,663) (10,705) (10,018) (15,903) (12,647) (24,367) $ 23,128 21,465 26,990 4,214 22,412 36,633 10,398 23,252 11,451 28,111 12,451 24,173 24,690 61,111 38,895 80,178 46,035 19,159 48,412 74,155 116,368 4,622 33,667 5,731 12,501 33,840 10,641 13,297 30,608 39,660 18,312 3,355 7,039 6,395 20,616 9,242 15,473 31,455 7,294 54,498 45,759 10,233 46,926 91,506 136,232 50,780 52,300 40,182 66,087 24,042 8,701 36,483 6,347 24,405 4,646 55,263 4,793 28,754 119,497 98,547 169,517 51,838 15,125 33,529 29,078 121,475 2009 2010 1996/97 1986 2007 1990 1993 2000 2008 2000 2007 2002 2007 2015 2005 2021 1994/95 1999 2014 2018 2017/19 1985 1999 1989 1998 1996 1999 2009 1997 2015 2008 1987 1987 1985 2003 1998 1987/ 2008 2009 1986 2012 2005 2004 2000 2014/17 2011 2013 1999 2006 2021 2000 2000 2005 1992 2003 1984 2012 1980 1997 1997 1994 1994-1996 2012 2005 2004 2009 1996 2011 2013 2013 1998 2013 2013 1997 2013 2013 2013 2009 2013 2008 2016 2006 2019 2013 2013 2015 2016 2018 1996 2013 2000 1997 2004 1998 2011 2013 2012 2011 1995 1997 1996 2003 1998 1995 2011 1997 2013 2013 2013 2013 2013 2016 2016 2016 2012 2019 2009 1998 2013 1997 2011 1994 2013 1998 2016 2016 2016 2016 2016 2008 2013 2013 2016 — $ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — $ 2,900 6,549 4,905 4,584 5,232 8,222 14,867 2,370 3,010 7,624 2,945 4,007 3,784 2,391 5,462 73,926 6,679 3,593 3,239 40,800 22,456 5,630 6,366 4,214 7,342 14,001 5,032 1,463 5,578 9,016 3,062 4,040 5,994 8,396 5,608 3,465 19,592 2,637 9,119 25,403 7,184 578 7,938 49,518 4,927 1,326 8,504 7,214 59,684 4,514 5,032 3,696 14,431 2,426 6,992 3,172 6,259 2,216 15,059 8,741 16,818 1,057 3,197 3,613 2,304 6,307 F-37 Property Location Encumbrances Land Initial Cost Buildings and Fixtures Costs Capitalized Subsequent to Acquisition Land Buildings and Fixtures Gross Amount carried as of December 31, 2021 Land Buildings and Fixtures Total (3) Accumulated Depreciation (4) MAA Brookhaven MAA Brookwood MAA Buckhead MAA Centennial Park MAA Chastain MAA Dunwoody MAA Gardens MAA Glen MAA Lenox MAA Midtown MAA Oglethorpe MAA Peachtree Hills MAA Piedmont Park MAA Riverside MAA Spring MAA Stratford MAA Berkeley Lake MAA McDaniel Farm MAA Pleasant Hill MAA Prescott MAA River Oaks MAA River Place MAA Mount Vernon MAA Lake Lanier MAA Shiloh MAA Milstead MAA Barrett Creek Colonial Grand at Godley Lake Colonial Grand at Godley Station Avala at Savannah Quarters Colonial Grand at Hammocks Colonial Village at Huntington Georgetown Grove Oaks at Wilmington Island MAA West Village Ranch at Prairie Trace MAA Pinnacle MAA Lakepointe MAA Mansion MAA Village MAA Stonemill Village Market Station The Denton Colonial Village at Beaver Creek Hermitage at Beechtree Waterford Forest MAA 1225 MAA Ayrsley MAA Ballantyne MAA Beverly Crest MAA Chancellor Park MAA City Grand MAA Enclave MAA Gateway MAA Legacy Park MAA Prosperity Creek MAA Reserve MAA South Line MAA South Park MAA South Tryon MAA University Lake MAA Uptown MAA Cornelius Colonial Grand at Patterson Place Colonial Grand at Research Park Colonial Village at Deerfield MAA Huntersville MAA Fifty-One MAA Matthews Commons Reserve at Arringdon Colonial Grand at Brier Creek Colonial Grand at Brier Falls Colonial Grand at Crabtree Valley Atlanta, GA Atlanta, GA Atlanta, GA Atlanta, GA Atlanta, GA Atlanta, GA Atlanta, GA Atlanta, GA Atlanta, GA Atlanta, GA Atlanta, GA Atlanta, GA Atlanta, GA Atlanta, GA Atlanta, GA Atlanta, GA Duluth, GA Duluth, GA Duluth, GA Duluth, GA Duluth, GA Duluth, GA Dunwoody, GA Gainesville, GA Kennesaw, GA LaGrange, GA Marietta, GA Pooler, GA Pooler, GA Savannah, GA Savannah, GA Savannah, GA Savannah, GA Savannah, GA Smyrna, GA Overland Park, KS Lexington, KY Lexington, KY Lexington, KY Lexington, KY Louisville, KY Kansas City, MO Kansas City, MO Apex, NC Cary, NC Cary, NC Charlotte, NC Charlotte, NC Charlotte, NC Charlotte, NC Charlotte, NC Charlotte, NC Charlotte, NC Charlotte, NC Charlotte, NC Charlotte, NC Charlotte, NC Charlotte, NC Charlotte, NC Charlotte, NC Charlotte, NC Charlotte, NC Cornelius, NC Durham, NC Durham, NC Durham, NC Huntersville, NC Matthews, NC Matthews, NC Morrisville, NC Raleigh, NC Raleigh, NC Raleigh, NC (2) — — — — — — — — — — — — — — — — — — — — — — — — — — — — 5,262 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 29,048 11,168 8,633 13,650 30,223 15,799 17,907 13,878 23,876 7,000 6,856 11,974 11,025 23,765 18,596 — 1,960 3,985 6,753 3,840 4,349 2,059 6,861 6,710 4,864 3,100 5,661 1,750 1,800 1,500 2,441 2,521 1,288 2,864 14,410 3,500 2,024 411 694 900 1,169 5,814 5,520 7,491 900 4,000 9,612 2,481 16,216 3,161 5,311 1,620 1,461 17,528 2,891 4,591 4,628 18,835 20,869 2,260 3,250 10,888 4,571 2,590 4,201 3,271 4,251 3,071 3,690 6,401 7,372 6,572 2,241 106,463 52,758 19,844 10,950 82,964 48,054 56,093 51,079 165,572 44,000 31,441 55,264 34,277 89,369 57,819 30,051 15,707 32,206 32,202 24,011 13,579 19,158 23,748 40,994 45,893 29,240 26,186 30,893 35,454 24,862 36,863 8,223 11,579 25,315 73,733 40,614 31,525 3,699 6,242 8,097 10,518 46,241 50,939 34,863 8,099 20,250 22,342 52,119 44,817 24,004 28,016 17,499 18,984 57,444 28,272 27,713 44,282 58,795 65,517 19,489 31,389 30,078 29,151 27,126 37,682 15,609 31,948 21,830 28,536 31,134 50,202 48,910 18,434 115,228 58,727 30,738 73,562 87,792 52,806 62,227 57,703 170,507 85,290 39,158 57,199 37,351 100,068 64,909 36,167 18,639 38,412 39,623 30,022 17,213 23,344 28,561 51,496 54,117 33,057 30,052 33,543 40,859 27,967 43,856 10,908 15,464 31,309 83,810 42,946 38,575 6,518 10,405 13,125 20,981 50,000 79,912 38,168 13,668 25,288 53,459 68,647 49,518 28,921 33,650 18,979 21,287 66,296 32,473 30,646 57,946 62,960 73,692 22,569 37,170 34,825 31,613 31,215 42,557 18,028 36,370 28,522 31,582 36,311 54,085 52,458 21,751 144,276 69,895 39,371 87,212 118,015 68,605 80,134 71,581 194,383 92,290 46,014 69,173 48,376 123,833 83,505 36,167 20,599 42,397 46,376 33,862 21,562 25,403 35,422 58,206 58,981 36,157 35,713 35,293 42,659 29,467 46,297 13,429 16,752 34,173 98,220 46,446 40,599 6,929 11,099 14,025 22,150 55,814 85,432 45,659 14,568 29,288 63,071 71,128 65,734 32,082 38,961 20,599 22,748 83,824 35,364 35,237 62,574 81,795 94,561 24,829 40,420 45,713 36,184 33,805 46,758 21,299 40,621 31,593 35,272 42,712 61,457 59,030 23,992 (25,210) (19,754) (10,595) (8,384) (17,439) (11,019) (13,499) (11,964) (37,951) (10,430) (16,429) (10,976) (7,203) (22,777) (14,407) (7,829) (7,808) (15,458) (15,106) (17,027) (8,423) (9,134) (9,983) (29,059) (19,573) (10,277) (12,672) (11,618) (13,895) (9,978) (15,081) (3,923) (11,415) (15,886) (21,973) (7,542) (22,033) (5,132) (8,110) (10,450) (16,087) (15,927) (12,651) (12,976) (9,918) (13,599) (14,515) (21,483) (10,088) (9,771) (12,088) (6,254) (6,524) (14,178) (11,323) (11,033) (11,480) (11,736) (15,299) (8,021) (13,552) (7,135) (11,602) (10,953) (15,043) (7,325) (12,972) (11,359) (11,179) (12,635) (18,235) (17,275) (7,061) — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 29,048 11,168 8,633 13,650 30,223 15,799 17,907 13,878 23,876 7,000 6,856 11,974 11,025 23,765 18,596 — 1,960 3,985 6,753 3,840 4,349 2,059 6,861 6,710 4,864 3,100 5,661 1,750 1,800 1,500 2,441 2,521 1,288 2,864 14,410 3,500 2,024 411 694 900 1,169 5,814 5,520 7,491 900 4,000 9,612 2,481 16,216 3,161 5,311 1,620 1,461 17,528 2,891 4,591 4,628 18,835 20,869 2,260 3,250 10,888 4,571 2,590 4,201 3,271 4,251 3,071 3,690 6,401 7,372 6,572 2,241 8,765 5,969 10,894 62,612 4,828 4,752 6,134 6,624 4,935 41,290 7,717 1,935 3,074 10,699 7,090 6,116 2,932 6,206 7,421 6,011 3,634 4,186 4,813 10,502 8,224 3,817 3,866 2,650 5,405 3,105 6,993 2,685 3,885 5,994 10,077 2,332 7,050 2,819 4,163 5,028 10,463 3,759 28,973 3,305 5,569 5,038 31,117 16,528 4,701 4,917 5,634 1,480 2,303 8,852 4,201 2,933 13,664 4,165 8,175 3,080 5,781 4,747 2,462 4,089 4,875 2,419 4,422 6,692 3,046 5,177 3,883 3,548 3,317 F-38 Net 119,066 50,141 28,776 78,828 100,576 57,586 66,635 59,617 156,432 81,860 29,585 58,197 41,173 101,056 69,098 28,338 12,791 26,939 31,270 16,835 13,139 16,269 25,439 29,147 39,408 25,880 23,041 23,675 28,764 19,489 31,216 9,506 5,337 18,287 76,247 38,904 18,566 1,797 2,989 3,575 6,063 39,887 72,781 32,683 4,650 15,689 48,556 49,645 55,646 22,311 26,873 14,345 16,224 69,646 24,041 24,204 51,094 70,059 79,262 16,808 26,868 38,578 24,582 22,852 31,715 13,974 27,649 20,234 24,093 30,077 43,222 41,755 16,931 Date of Construction Date Acquired 1989-1992 2008 2002 2018 1990 1995 1996 1996 2006/15 2017 1994 1992-1994/2009 1999 1996 1999 1999 1998 1997 1996 2001 1992 1994 1997 1998/ 2001 2002 1998 1999 2008 2001 2009 1997 1986 1997 1999 2006/12 2015 2000 1986 1989 1989 1985 2010 2013/14/17 2007 1988 1996 2010 2008 2004 1996 1999 2005 2008 2000 2001 2005 2013 2009 1996 2002 1998 2000 2009 1997 2002 1985 2008 2008 2008 2003 2010 2008 1997 2016 2012 2012 2016 2016 2016 2016 2016 2016 2016 2008 2016 2016 2016 2016 2016 2013 2013 2013 2004 2013 2013 2013 2005 2013 2008 2013 2013 2013 2011 2013 2013 1998 2006 2014 2015 1998 1994 1994 1994 1994 2012 2015 2013 1997 2005 2010 2013 2016 2013 2013 2013 2013 2016 2013 2013 2013 2016 2016 2013 2013 2016 2013 2013 2013 2013 2013 2013 2013 2013 2013 2013 2013 Property Location Colonial Grand at Trinity Commons Hue Post Parkside at Wade Preserve at Brier Creek Providence at Brier Creek Colonial Grand at Desert Vista Colonial Grand at Palm Vista Tanglewood 1201 Midtown Colonial Grand at Cypress Cove Colonial Village at Hampton Pointe Colonial Village at Westchase Quarterdeck at James Island River's Walk Paddock Club Columbia The Fairways Colonial Village at Windsor Place Highland Ridge Howell Commons Innovation Apartment Homes Paddock Club Greenville Park Haywood Spring Creek The Greene Runaway Bay Colonial Grand at Commerce Park 535 Brookwood Park Place Colonial Village at Waters Edge Farmington Village Hamilton Pointe Hidden Creek Steeplechase Windridge Kirby Station Lincoln on the Green Park Estate Reserve at Dexter Lake Paddock Club Murfreesboro Acklen West End Aventura at Indian Lake Village Avondale at Kennesaw Brentwood Downs Charlotte at Midtown MAA Bellevue Grande View Nashville Monthaven Park Park at Hermitage Venue at Cool Springs Verandas at Sam Ridley Balcones Woods Colonial Grand at Canyon Creek Colonial Grand at Canyon Pointe Colonial Grand at Double Creek Colonial Grand at Onion Creek Colonial Grand at Wells Branch Colonial Village at Quarry Oaks Grand Reserve at Sunset Valley Legacy at Western Oaks Post Barton Creek Post Park Mesa Post South Lamar Post West Austin Silverado at Brushy Creek Sixty 600 Stassney Woods The Woods on Barton Skyway MAA Shoal Creek MAA Willow Creek MAA Hebron Colonial Grand at Silverado Colonial Grand at Silverado Reserve Grand Cypress MAA Medical District MAA Highlands North MAA Deer Run Raleigh, NC Raleigh, NC Raleigh, NC Raleigh, NC Raleigh, NC North Las Vegas, NV North Las Vegas, NV Anderson, SC Charleston, SC Charleston, SC Charleston, SC Charleston, SC Charleston, SC Charleston, SC Columbia, SC Columbia, SC Goose Creek, SC Greenville, SC Greenville, SC Greenville, SC Greenville, SC Greenville, SC Greenville, SC Greenville, SC Mt. Pleasant, SC North Charleston, SC Simpsonville, SC Spartanburg, SC Summerville, SC Summerville, SC Chattanooga, TN Chattanooga, TN Chattanooga, TN Chattanooga, TN Memphis, TN Memphis, TN Memphis, TN Memphis, TN Murfreesboro, TN Nashville, TN Nashville, TN Nashville, TN Nashville, TN Nashville, TN Nashville, TN Nashville, TN Nashville, TN Nashville, TN Nashville, TN Nashville, TN Austin, TX Austin, TX Austin, TX Austin, TX Austin, TX Austin, TX Austin, TX Austin, TX Austin, TX Austin, TX Austin, TX Austin, TX Austin, TX Austin, TX Austin, TX Austin, TX Austin, TX Bedford, TX Bedford, TX Carrollton, TX Cedar Park, TX Cedar Park, TX Cypress, TX Dallas, TX Dallas, TX Dallas, TX Encumbrances — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — (1) (2) (1) Initial Cost Land Buildings and Fixtures Costs Capitalized Subsequent to Acquisition Land Buildings and Fixtures Gross Amount carried as of December 31, 2021 Land Buildings and Fixtures Total (3) Accumulated Depreciation (4) Net Date of Construction Date Acquired 5,232 3,690 19,434 5,831 4,695 4,091 4,909 427 18,679 3,610 3,971 4,571 920 8,831 1,840 910 1,321 482 1,304 4,437 1,200 360 583 5,427 1,096 2,780 1,216 723 2,103 2,800 1,131 972 217 817 1,148 1,498 178 3,407 915 12,761 4,950 3,456 1,191 7,898 17,193 2,963 2,736 1,524 6,670 3,350 1,598 3,621 3,778 3,131 4,902 3,722 4,621 3,150 9,100 8,683 4,653 20,542 7,805 2,900 2,281 1,621 1,405 4,982 3,109 4,231 3,282 3,951 3,881 4,050 988 1,252 45,138 29,910 98,288 21,980 29,007 29,826 25,643 3,853 63,759 28,645 22,790 20,091 24,097 39,430 16,560 8,207 14,163 4,337 11,740 52,026 10,800 2,925 5,374 66,546 7,269 33,966 18,666 6,504 9,187 26,295 10,632 8,954 1,957 7,416 10,337 20,483 1,141 16,043 14,774 58,906 28,053 22,443 10,739 54,480 64,196 33,673 28,902 14,800 — 28,308 14,398 32,137 20,201 29,375 33,010 32,283 34,461 11,393 49,339 21,497 19,828 74,093 48,843 24,009 6,169 7,501 12,769 27,377 33,488 42,237 24,935 31,705 24,267 33,779 8,893 11,271 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 5,865 2,794 28,097 27,126 2,531 2,568 5,136 2,786 17,624 4,284 7,977 5,481 7,190 2,774 5,976 3,327 4,576 2,982 4,761 2,729 3,434 5,008 3,093 1,109 6,858 5,130 2,424 2,678 4,778 3,472 7,406 7,157 4,380 4,631 10,312 16,990 3,620 46,439 4,242 2,162 2,838 4,884 8,926 2,543 7,385 9,215 6,677 8,810 53,880 4,450 13,348 2,834 3,803 2,165 3,775 3,584 13,557 5,964 3,585 4,554 2,139 28,756 2,721 5,716 9,559 8,881 12,858 5,362 10,314 2,673 2,357 3,093 4,447 3,683 4,582 5,371 F-39 5,232 3,690 19,434 5,831 4,695 4,091 4,909 427 18,679 3,610 3,971 4,571 920 8,831 1,840 910 1,321 482 1,304 4,437 1,200 360 583 5,427 1,096 2,780 1,216 723 2,103 2,800 1,131 972 217 817 1,148 1,498 178 3,407 915 12,761 4,950 3,456 1,191 7,898 17,193 2,963 2,736 1,524 6,670 3,350 1,598 3,621 3,778 3,131 4,902 3,722 4,621 3,150 9,100 8,683 4,653 20,542 7,805 2,900 2,281 1,621 1,405 4,982 3,109 4,231 3,282 3,951 3,881 4,050 988 1,252 51,003 32,704 126,385 49,106 31,538 32,394 30,779 6,639 81,383 32,929 30,767 25,572 31,287 42,204 22,536 11,534 18,739 7,319 16,501 54,755 14,234 7,933 8,467 67,655 14,127 39,096 21,090 9,182 13,965 29,767 18,038 16,111 6,337 12,047 20,649 37,473 4,761 62,482 19,016 61,068 30,891 27,327 19,665 57,023 71,581 42,888 35,579 23,610 53,880 32,758 27,746 34,971 24,004 31,540 36,785 35,867 48,018 17,357 52,924 26,051 21,967 102,849 51,564 29,725 15,728 16,382 25,627 32,739 43,802 44,910 27,292 34,798 28,714 37,462 13,475 16,642 56,235 36,394 145,819 54,937 36,233 36,485 35,688 7,066 100,062 36,539 34,738 30,143 32,207 51,035 24,376 12,444 20,060 7,801 17,805 59,192 15,434 8,293 9,050 73,082 15,223 41,876 22,306 9,905 16,068 32,567 19,169 17,083 6,554 12,864 21,797 38,971 4,939 65,889 19,931 73,829 35,841 30,783 20,856 64,921 88,774 45,851 38,315 25,134 60,550 36,108 29,344 38,592 27,782 34,671 41,687 39,589 52,639 20,507 62,024 34,734 26,620 123,391 59,369 32,625 18,009 18,003 27,032 37,721 46,911 49,141 30,574 38,749 32,595 41,512 14,463 17,894 (18,397) (9,951) (27,901) (22,795) (14,541) (11,576) (11,481) (5,588) (11,364) (11,450) (10,815) (10,068) (11,001) (8,085) (16,400) (9,348) (7,321) (5,304) (12,418) (10,086) (10,259) (6,140) (6,453) (4,049) (10,982) (12,994) (8,427) (7,044) (6,435) (14,389) (9,287) (8,444) (4,022) (8,910) (15,656) (28,748) (3,593) (32,288) (11,147) (9,012) (10,932) (10,454) (14,160) (7,923) (20,047) (23,596) (21,250) (18,651) (13,391) (12,728) (17,814) (12,289) (9,105) (10,964) (13,093) (11,797) (16,287) (9,060) (17,916) (5,509) (4,366) (18,243) (12,559) (15,620) (9,965) (11,058) (13,377) (12,190) (16,203) (14,424) (9,505) (11,946) (7,051) (11,481) (9,545) (12,343) 37,838 26,443 117,918 32,142 21,692 24,909 24,207 1,478 88,698 25,089 23,923 20,075 21,206 42,950 7,976 3,096 12,739 2,497 5,387 49,106 5,175 2,153 2,597 69,033 4,241 28,882 13,879 2,861 9,633 18,178 9,882 8,639 2,532 3,954 6,141 10,223 1,346 33,601 8,784 64,817 24,909 20,329 6,696 56,998 68,727 22,255 17,065 6,483 47,159 23,380 11,530 26,303 18,677 23,707 28,594 27,792 36,352 11,447 44,108 29,225 22,254 105,148 46,810 17,005 8,044 6,945 13,655 25,531 30,708 34,717 21,069 26,803 25,544 30,031 4,918 5,551 2000/02 2009 2011/17/19 2004 2007 2009 2007 1980 2015/18 2001 1986 1985 1987 2013/16 1991 1992 1985 1984 1987 2015 1996 1983 1985 2019 1988 2008 2008 1987 1985 2007 1989 1987 1986 1984 1978 1992 1974 2000 1999 2015 2010 2008 1986 2016 1996/ 2015 2001 2000 1987 2012 2009 1983 2008 2003 2013 2009 2008 1996 1996 2001 1998 1992 2011/17 2009 2003 1987 1985 1977 1996 1996 2011 2005 2005 2008 2007 1986 1985 2013 2010 2016 2006 2008 2013 2013 1994 2016 2013 2013 2013 2013 2013 1997 1994 2013 1995 1997 2016 1997 1993 1995 2019 1995 2013 2010 1997 2013 2007 1992 1988 1991 1997 1994 1994 1977 1998 1998 2017 2011 2010 1994 2017 2013 1998 2004 1995 2010 2010 1997 2013 2013 2013 2013 2013 2013 2004 2009 2016 2016 2016 2016 2006 1995 1995 1997 2013 2013 2013 2013 2013 2013 2013 1998 1998 Property MAA Grand Courtyards MAA Lowes Farm MAA Frisco Bridges MAA McKinney Avenue MAA Worthington MAA Abbey MAA Addison Circle MAA North Hall MAA Eastside MAA Gallery MAA Heights MAA Katy Trail MAA Legacy MAA Meridian MAA Uptown Village MAA Watermark MAA Bear Creek MAA Fairview MAA Starwood MAA Grapevine Greenwood Forest Legacy Pines Park Place Houston Post 510 Post at Afton Oaks Post Midtown Square Ranchstone Reserve at Woodwind Lakes Retreat at Vintage Park Yale at 6th Cascade at Fall Creek MAA Bella Casita MAA Valley Ranch MAA Las Colinas MAA Remington Hills MAA Oakbend MAA Times Square MAA Stonebridge Ranch MAA Market Center MAA Highwood MAA Los Rios MAA Boulder Ridge MAA Copper Ridge Colonial Grand at Ashton Oaks Colonial Grand at Round Rock Colonial Village at Sierra Vista Alamo Ranch Bulverde Oaks Haven at Blanco Stone Ranch at Westover Hills Cypresswood Court Villages at Kirkwood Green Tree Place Stonefield Commons Adalay Bay Apartments at Cobblestone Square Colonial Village at Greenbrier Seasons at Celebrate Virginia Station Square at Cosner's Corner Colonial Village at Hampton Glen Colonial Village at West End Township Colonial Village at Waterford Radius Ashley Park Colonial Village at Chase Gayton Hamptons at Hunton Park Retreat at West Creek Post Carlyle Square Post Corners at Trinity Center Location Encumbrances Land Initial Cost Buildings and Fixtures Costs Capitalized Subsequent to Acquisition Land Buildings and Fixtures Gross Amount carried as of December 31, 2021 Land Buildings and Fixtures Total (3) Accumulated Depreciation (4) Net Date of Construction Date Acquired Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Euless, TX Fairview, TX Frisco, TX Grapevine, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Humble, TX Irving, TX Irving, TX Irving, TX Irving, TX Lewisville, TX McKinney, TX McKinney, TX Plano, TX Plano, TX Plano, TX Roanoke, TX Roanoke, TX Round Rock, TX Round Rock, TX Round Rock, TX San Antonio, TX San Antonio, TX San Antonio, TX San Antonio, TX Spring, TX Stafford, TX Woodlands, TX Charlottesville, VA Chesapeake, VA Fredericksburg, VA Fredericksburg, VA Fredericksburg, VA Fredericksburg, VA Glen Allen, VA Glen Allen, VA Hampton, VA Midlothian, VA Newport News, VA Richmond, VA Richmond, VA Richmond, VA Richmond, VA Washington D.C. Washington D.C. — — — — — — — — — — — — — (1) — — — — — — — — — — — — — — — — (1) — (2) — — — — (2) — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 2,730 5,016 14,845 34,765 13,713 2,711 12,308 13,030 7,134 4,391 26,245 10,333 6,575 8,780 34,974 960 6,453 2,171 3,240 2,351 3,465 2,142 2,061 7,226 11,503 19,038 1,480 1,968 8,211 13,107 5,985 2,521 5,072 3,902 4,390 5,598 1,130 4,034 16,894 864 3,273 3,382 4,166 5,511 4,691 2,561 2,380 4,257 5,411 4,000 576 1,918 539 11,044 5,280 10,990 4,842 14,490 12,825 4,851 4,661 1,509 6,733 5,040 4,761 6,021 4,930 10,112 29,728 7,664 22,240 41,091 66,571 40,127 43,268 4,369 189,419 14,383 58,095 7,910 37,922 32,456 55,277 13,654 33,213 14,438 30,048 35,077 26,069 29,757 23,482 19,066 15,830 33,366 65,469 89,570 14,807 19,928 40,352 62,764 40,011 26,432 37,397 40,691 21,822 28,616 28,058 19,528 110,705 7,783 28,823 26,930 — 36,241 45,379 16,488 26,982 36,759 45,958 24,992 5,190 15,846 4,850 36,689 31,341 48,696 21,677 32,083 51,078 21,678 18,908 8,189 29,221 36,481 13,365 29,004 35,598 36,136 154,309 70,012 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 2,730 5,016 14,845 34,765 13,713 2,711 12,308 13,030 7,134 4,391 26,245 10,333 6,575 8,780 34,974 960 6,453 2,171 3,240 2,351 3,465 2,142 2,061 7,226 11,503 19,038 1,480 1,968 8,211 13,107 5,985 2,521 5,072 3,902 4,390 5,598 1,130 4,034 16,894 864 3,273 3,382 4,166 5,511 4,691 2,561 2,380 4,257 5,411 4,000 576 1,918 539 11,044 5,280 10,990 4,842 14,490 12,825 4,851 4,661 1,509 6,733 5,040 4,761 6,021 4,930 10,112 29,728 7,664 5,604 3,976 64,427 10,151 8,461 705 24,510 3,601 4,539 1,320 3,352 1,932 5,907 1,045 8,201 4,409 4,494 1,822 2,795 8,212 2,452 4,379 3,783 1,783 4,334 6,991 3,799 5,351 2,118 2,688 4,543 5,841 14,559 3,310 13,684 7,081 6,365 3,322 5,177 3,950 7,541 7,780 48,086 3,820 3,652 4,877 3,734 2,476 4,559 3,707 5,205 3,783 4,037 2,021 4,077 3,894 3,763 41,603 2,714 4,324 3,478 8,972 6,193 4,278 3,654 4,710 6,593 15,486 4,980 3,169 F-40 27,844 45,067 130,998 50,278 51,729 5,074 213,929 17,984 62,634 9,230 41,274 34,388 61,184 14,699 41,414 18,847 34,542 36,899 28,864 37,969 25,934 23,445 19,613 35,149 69,803 96,561 18,606 25,279 42,470 65,452 44,554 32,273 51,956 44,001 35,506 35,697 34,423 22,850 115,882 11,733 36,364 34,710 48,086 40,061 49,031 21,365 30,716 39,235 50,517 28,699 10,395 19,629 8,887 38,710 35,418 52,590 25,440 73,686 53,792 26,002 22,386 17,161 35,414 40,759 17,019 33,714 42,191 51,622 159,289 73,181 30,574 50,083 145,843 85,043 65,442 7,785 226,237 31,014 69,768 13,621 67,519 44,721 67,759 23,479 76,388 19,807 40,995 39,070 32,104 40,320 29,399 25,587 21,674 42,375 81,306 115,599 20,086 27,247 50,681 78,559 50,539 34,794 57,028 47,903 39,896 41,295 35,553 26,884 132,776 12,597 39,637 38,092 52,252 45,572 53,722 23,926 33,096 43,492 55,928 32,699 10,971 21,547 9,426 49,754 40,698 63,580 30,282 88,176 66,617 30,853 27,047 18,670 42,147 45,799 21,780 39,735 47,121 61,734 189,017 80,845 (14,215) (16,047) (24,007) (10,590) (9,534) (1,056) (42,860) (4,348) (13,489) (2,380) (9,058) (6,491) (12,428) (3,331) (9,345) (10,354) (13,236) (11,685) (11,239) (13,295) (7,829) (14,293) (9,779) (7,919) (18,246) (20,546) (9,084) (12,905) (8,011) (10,337) (20,927) (11,516) (20,326) (13,519) (12,627) (12,740) (13,626) (6,502) (21,161) (8,329) (21,553) (18,764) (10,162) (13,914) (16,773) (8,291) (11,860) (7,677) (16,680) (12,093) (6,637) (11,038) (6,767) (7,813) (12,545) (11,512) (8,048) (20,119) (10,900) (9,109) (7,855) (12,521) (12,905) (7,742) (6,640) (12,123) (15,221) (8,574) (30,892) (14,370) 16,359 34,036 121,836 74,453 55,908 6,729 183,377 26,666 56,279 11,241 58,461 38,230 55,331 20,148 67,043 9,453 27,759 27,385 20,865 27,025 21,570 11,294 11,895 34,456 63,060 95,053 11,002 14,342 42,670 68,222 29,612 23,278 36,702 34,384 27,269 28,555 21,927 20,382 111,615 4,268 18,084 19,328 42,090 31,658 36,949 15,635 21,236 35,815 39,248 20,606 4,334 10,509 2,659 41,941 28,153 52,068 22,234 68,057 55,717 21,744 19,192 6,149 29,242 38,057 15,140 27,612 31,900 53,160 158,125 66,475 2000 2008 2009/13/21 1993/96 1993/ 2008 1996 1998-2000 1998 2008 1999 1998-1999/ 2009 2010 2000 1991 1995-2000 2002 1998 2012 2009 1985/86 1994 1999 1996 2014 2017 1999/ 2013 1996 1999 2014 2015 2007 2007 1997 2006 1984 1997 2009 2000 2013/15 1983 2000 1999 2009/20 2009 1997 1999 2009 2014 2010 2009 1984 1996 1984 2013 2002 2012 1980 2011 2013/16 1986 1987 1987 1989 2012 1988 1984 2003 2015/17 2006/13 1996 2006 2011 2013 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2004 2013 2013 2010 2013 2013 2003 2007 2016 2016 2016 2007 2006 2014 2016 2007 2010 2013 2013 2013 2013 2010 2013 2014 1998 2003 2005 2008 2013 2013 2013 2011 2014 2012 2009 1994 2004 1994 2014 2012 2016 2013 2011 2013 2013 2013 1995 2013 2015 2013 2013 2011 2015 2016 2016 Location Washington D.C. Washington D.C. Washington D.C. Washington D.C. Orlando, FL Huntsville, AL Jacksonville, FL Orlando, FL Tampa, FL Tampa, FL Tampa, FL Atlanta, GA Atlanta, GA Atlanta, GA Atlanta, GA Atlanta, GA Smyrna, GA Kansas City, MO Charlotte, NC Charlotte, NC Charlotte, NC Charlotte, NC Charlotte, NC Raleigh, NC Raleigh, NC Greenville, SC Austin, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Houston, TX Houston, TX Irving, TX McKinney, TX Washington D.C. Washington D.C. Orlando, FL Denver, CO Houston, TX Austin, TX Gilbert, AZ Atlanta, GA Salt Lake City, UT Property Post Fallsgrove Post Park MAA National Landing Post Tysons Corner MAA Robinson Total Residential Properties Colonial Promenade at Huntsville Retail 220 Riverside Retail MAA Parkside Retail Post Harbour Place Retail Post Rocky Point Retail Post Soho Square Retail MAA Buckhead Retail MAA Piedmont Park Retail MAA Riverside Office MAA Riverside Retail Post Training Facility MAA West Village Retail The Denton Retail MAA 1225 Retail MAA Gateway Retail MAA South Line Retail MAA Uptown Retail MAA Leasing Center Hue Retail Post Parkside at Wade Retail The Greene Retail Post South Lamar Retail MAA Frisco Bridges Retail MAA McKinney Avenue Retail MAA Worthington Retail MAA Addison Circle Office MAA Addison Circle Retail MAA North Hall Retail MAA Eastside Retail MAA Heights Retail MAA Katy Trail Retail MAA Legacy Retail Post Midtown Square Retail Rise Condo Devel LP Retail MAA Bella Casita Retail MAA Times Square Retail Post Carlyle Square Retail Post Park Maryland Retail MAA Robinson Retail Total Retail / Commercial Properties MAA Westglenn MAA Park Point MAA Windmill Hill Novel Val Vista Novel West Midtown Novel Daybreak Total Active Development Properties Total Properties Total Land Held for Future Developments Total Properties in Predevelopment Corporate Properties Total Other Total Real Estate Assets, net of Real Estate Joint Venture Initial Cost Encumbrances — — — — — 5,262 Land 17,524 5,355 30,452 30,776 6,003 1,840,840 Buildings and Fixtures 58,896 79,842 125,091 82,021 — 9,864,650 — — — — — — (1) — — — — — — — — — — — — — — — — — — — — — — — — — — (1) — — — — — — — — — — — — — — 355 119 742 386 34 268 867 426 9,680 889 1,092 3,408 700 52 318 470 319 1,290 — 317 — 421 779 1,581 108 1,395 448 347 682 1,065 465 150 1,322 — 46 253 1,048 25 — 31,867 8,077 9,031 5,006 7,285 6,650 6,525 — 2,902 11,924 4,315 51 4,033 3,465 1,089 22,108 2,340 968 8,446 4,439 199 1,430 1,289 1,144 1,488 2,129 4,552 — 3,072 6,593 5,982 495 4,280 21,386 716 10,645 3,314 4,883 3,334 16,005 2,280 186 1,310 7,930 137 563 171,422 — — — — — — — 5,262 — — — — 42,574 1,915,281 — 10,036,072 24,015 62,532 — 86,547 — — 24,508 24,508 Costs Capitalized Subsequent to Acquisition Land Buildings and Fixtures Gross Amount carried as of December 31, 2021 Land 17,524 5,355 30,452 30,776 6,003 1,840,840 Buildings and Fixtures 63,750 83,608 143,192 89,701 91,062 12,232,205 Total (3) 81,274 88,963 173,644 120,477 97,065 14,073,045 Accumulated Depreciation (4) (13,064) (20,986) (27,722) (17,325) (1,887) (3,784,517) Net 68,210 67,977 145,922 103,152 95,178 10,288,528 4,854 3,766 18,101 7,680 91,062 2,367,555 — 701 1,317 351 403 14 977 22 10,165 2,609 33 1,629 747 249 13 207 25 151 77 94 — 676 676 270 422 877 2,365 76 509 396 99 444 491 67 178 4,294 67 — — 31,691 73,094 43,977 37,560 29,253 23,612 27,392 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 355 119 742 386 34 268 867 426 9,680 889 1,092 3,408 700 52 318 470 319 1,290 — 317 — 421 779 1,581 108 1,395 448 347 682 1,065 465 150 1,322 — 46 253 1,048 25 — 31,867 8,077 9,031 5,006 7,285 6,650 6,525 — 3,603 13,241 4,666 454 4,047 4,442 1,111 32,273 4,949 1,001 10,075 5,186 448 1,443 1,496 1,169 1,639 2,206 4,646 — 3,748 7,269 6,252 917 5,157 23,751 792 11,154 3,710 4,982 3,778 16,496 2,347 364 5,604 7,997 137 563 203,113 73,094 43,977 37,560 29,253 23,612 27,392 234,888 2,634,134 — 7,695 — 7,695 42,574 1,915,281 234,888 12,670,206 24,015 62,532 — 86,547 — 7,695 24,508 32,203 Date of Construction Date Acquired 2003 2010 2001 1990 2021 2017 2015 1999 1997 1994-1996 2012 2012 1999 1996 1996 1999 2012 2014 2010 2000 2009 1998 1998 2010 2011 2019 2011 2009 1996 1993/ 2008 1998-2000 1998-2000 1998 2008 1997 2010 2000 1999/ 2013 1999/ 2013 2007 2009 2006/16 2007 2021 N/A N/A N/A N/A N/A N/A 2016 2016 2016 2016 2018 2013 2019 2016 2016 2016 2016 2012 2016 2016 2016 2016 2014 2015 2010 2016 2016 2016 2016 2018 2016 2019 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2010 2010 2016 2016 2018 2018 2018 2020 2020 2021 2021 N/A N/A Various Various Various Various 355 3,722 13,983 5,052 488 4,315 5,309 1,537 41,953 5,838 2,093 13,483 5,886 500 1,761 1,966 1,488 2,929 2,206 4,963 — 4,169 8,048 7,833 1,025 6,552 24,199 1,139 11,836 4,775 5,447 3,928 17,818 2,347 410 5,857 9,045 162 563 234,980 81,171 53,008 42,566 36,538 30,262 33,917 277,462 14,585,487 24,015 70,227 24,508 118,750 — (277) (2,645) (897) (200) (1,113) (1,246) (237) (7,611) (892) (406) (2,485) (1,018) (174) (321) (318) (239) (332) (253) (1,227) — (692) (1,659) (1,245) (153) (1,509) (5,482) (201) (2,289) (750) (952) (698) (3,257) (478) (134) (1,200) (1,616) (23) (7) (44,236) (1,005) (455) — — — — (1,460) (3,830,213) — (71) (17,877) (17,948) 355 3,445 11,338 4,155 288 3,202 4,063 1,300 34,342 4,946 1,687 10,998 4,868 326 1,440 1,648 1,249 2,597 1,953 3,736 — 3,477 6,389 6,588 872 5,043 18,717 938 9,547 4,025 4,495 3,230 14,561 1,869 276 4,657 7,429 139 556 190,744 80,166 52,553 42,566 36,538 30,262 33,917 276,002 10,755,274 24,015 70,156 6,631 100,802 $ 5,262 $ 2,001,828 $ 10,060,580 $ — $ 2,641,829 $ 2,001,828 $ 12,702,409 $ 14,704,237 $ (3,848,161) $ 10,856,076 (1) (2) (3) (4) Encumbered by a $191.3 million secured property mortgage, with a fixed interest rate of 4.43%, which matures on February 10, 2049. Encumbered by a $172.0 million secured property mortgage, with a fixed interest rate of 4.44%, which matures on January 10, 2049. The aggregate cost for federal income tax purposes was approximately $11.8 billion as of December 31, 2021. The aggregate cost for book purposes exceeds the total gross amount of real estate assets for federal income tax purposes, principally due to purchase accounting adjustments recorded under accounting principles generally accepted in the United States of America. Depreciation is recognized on a straight-line basis over the estimated useful asset life, which ranges from five to 40 years for land improvements and buildings, three to five years for furniture, fixtures and equipment and approximately six months for the fair market value of in-place residential leases. F-41 Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P. Schedule III — Real Estate and Accumulated Depreciation Years ended December 31, 2021, 2020 and 2019 The following table summarizes the Company’s changes in real estate investments and accumulated depreciation for the years ended December 31, 2021, 2020 and 2019 (dollars in thousands): Real estate investments: Balance at beginning of year Acquisitions (1) Less: FMV of leases included in acquisitions Improvement and development Disposition of real estate assets (2) Balance at end of year Accumulated depreciation: Balance at beginning of year Depreciation Disposition of real estate assets (2) Balance at end of year 2021 2020 2019 $ $ $ $ 14,338,895 44,086 — 506,775 (185,519) 14,704,237 3,415,105 531,848 (98,792) 3,848,161 $ $ $ $ 13,898,707 56,327 — 437,268 (53,407) 14,338,895 2,955,253 508,746 (48,894) 3,415,105 $ $ $ $ 13,656,807 105,730 (512) 302,380 (165,698) 13,898,707 2,549,287 493,674 (87,708) 2,955,253 (1) (2) Includes non-cash activity related to acquisitions. Includes assets sold, casualty losses, and removal of certain fully depreciated assets. See accompanying reports of independent registered public accounting firm. F-42 List of Subsidiaries of Mid-America Apartment Communities, Inc. EXHIBIT 21.1 Alabama CPSI, LLC Colonial/DPL JV, LLC CPSI-UCO Spanish Oaks, LLC CPSI-UCO, LLC Forty Seven Canal Place, LLC Highway 31 Alabaster Two, LLC Highway 31 Alabaster, LLC Delaware 1499 Massachusetts Avenue, Inc. 1499 Massachusetts Holding, LLC Brighton Apartments, LLC CC Daybreak, LLC CC Val Vista, LLC CC West Midtown, LLC CMS/Colonial Multifamily Canyon Creek JV, LP Colonial Commercial Contracting, LLC Colonial Construction Services, LLC Colonial Office Holdings LLC Colonial Multifamily Canyon Creek GP, LLC CP D'Iberville JV, LLC CPSI Mizner, LLC CRLP Huntsville TIC Investor I LLC CRLP Huntsville TIC Investor II LLC CRLP Huntsville TIC Investor III LLC Heathrow 4, LLC MAA Alloy, LLC MAA Arkansas REIT, LLC MAA Holdings, LLC MAA WWARRS, LLC Midtown Phoenix 2018, LLC Montecito Mizner, LLC P/C First Avenue, LLC Post Carlyle II, LLC Sand Lake 2019, LLC Stone Ranch at Westover Hills, LLC Florida MAA Westshore Exchange LLC Georgia 3630 South Tower Residential, LLC 98 San Jac Holdings, LLC Carlyle Condominium Development, LLC Clyde Lane Condominium Development, LLC Merritt at Godley Station, LLC PAH Lender, LLC Park Land Development, LLC PBP Apartments, LLC PF Apartments, LLC PL Conservation, LLC Post 1499 Massachusetts, LLC Post Alexander II, LLC Post Asset Management, Inc. Post Carlyle I, LLC Post Centennial Park, LLC Post Corners, LLC Post Denver Investor, LLC Post Galleria, LLC Post Hyde Park, LLC Post Midtown Atlanta, LLC Post Midtown Square GP, LLC Post Midtown Square, L.P. Post Park, LLC Post Park Development, LLC Post Parkside at Wade II GP, LLC Post Parkside at Wade II, L.P. Post Services, LLC Post South End GP, LLC Post South End, L.P. Post Wade Tract M-2, L.P. Rise Condominium Development, LLC Rocky Point Management, LLC Spring Land, LLC North Carolina Midtown Redevelopment Partners, LLC Tennessee Brighter View Insurance Company, LLC Mid-America Apartments, L.P. Texas Akard-McKinney Investment Company, LLC MAA of Copper Ridge, Inc. EXHIBIT 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) (2) (3) (4) (5) (6) (7) (8) (9) Registration Statements (Form S-3 Nos. 33-96852, 333-82526, 333-190028 and 333-258271) of Mid- America Apartment Communities, Inc. and in the related Prospectuses, Registration Statement (Form S-3 No. 333-253298) pertaining to the Dividend and Distribution Reinvestment and Share Purchase Plan of Mid-America Apartment Communities, Inc. and in the related Prospectus, Registration Statement (Form S-8 No. 333-123945) pertaining to the Non-Qualified Deferred Compensation Plan for Outside Company Directors of Mid-America Apartment Communities, Inc., Registration Statement (Form S-8 No. 333-115834) pertaining to the Fourth Amended and Restated 1994 Restricted Stock and Stock Option Plan and the 2004 Stock Plan of Mid-America Apartment Communities, Inc., Registration Statement (Form S-8 No. 33-91416) pertaining to the 1994 Employee Stock Purchase Plan of Mid-America Apartment Communities, Inc., Registration Statement (Form S-8 No. 333-191541) pertaining to the Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan, Colonial Properties Trust 2008 Omnibus Incentive Plan and Colonial Properties Trust Third Amended and Restated Shares Option and Restricted Shares Plan, Registration Statement (Form S-8 No. 333-196250) pertaining to the Amended and Restated Mid-America Apartment Communities, Inc. 2013 Stock Incentive Plan, Registration Statement (Form S-8 No. 333-225136) pertaining to the Second Amended and Restated Mid- America Apartment Communities, Inc. 2013 Stock Incentive Plan, and Registration Statement (Form S-8 No. 333-214993) pertaining to the Amended and Restated Post Properties, Inc. 2003 Incentive Stock Plan of our reports dated February 17, 2022, with respect to the consolidated financial statements and schedule listed in the Index at Item 15(a)(2) of Mid-America Apartment Communities, Inc. and the effectiveness of internal control over financial reporting of Mid-America Apartment Communities, Inc. included in this Annual Report (Form 10-K) of Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P. for the year ended December 31, 2021. /s/ Ernst & Young LLP Memphis, Tennessee February 17, 2022 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-258271-01) of Mid- America Apartments, L.P. and in the related Prospectus of our report dated February 17, 2022, with respect to the consolidated financial statements and schedule listed in the Index at Item 15(a)(2) of Mid-America Apartments, L.P., included in this Annual Report (Form 10-K) for the year ended December 31, 2021. EXHIBIT 23.2 /s/ Ernst & Young LLP Memphis, Tennessee February 17, 2022 EXHIBIT 31.1 I, H. Eric Bolton, Jr., certify that: CERTIFICATION 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of Mid-America Apartment Communities, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 17, 2022 /s/ H. Eric Bolton, Jr. H. Eric Bolton, Jr. Chairman of the Board of Directors Chief Executive Officer EXHIBIT 31.2 I, Albert M. Campbell, III, certify that: CERTIFICATION 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of Mid-America Apartment Communities, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 17, 2022 /s/ Albert M. Campbell, III Albert M. Campbell, III Executive Vice President and Chief Financial Officer EXHIBIT 31.3 I, H. Eric Bolton, Jr., certify that: CERTIFICATION 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of Mid-America Apartments, L.P.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 17, 2022 /s/ H. Eric Bolton, Jr. H. Eric Bolton, Jr. Chairman of the Board of Directors Chief Executive Officer Mid-America Apartment Communities, Inc., general partner of Mid- America Apartments, L.P. EXHIBIT 31.4 I, Albert M. Campbell, III, certify that: CERTIFICATION 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of Mid-America Apartments, L.P.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 17, 2022 /s/ Albert M. Campbell, III Albert M. Campbell, III Executive Vice President and Chief Financial Officer Mid-America Apartment Communities, Inc., general partner of Mid- America Apartments, L.P. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32.1 In connection with the Annual Report of Mid-America Apartment Communities, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Eric Bolton, Jr., President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (1) (2) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 17, 2022 /s/ H. Eric Bolton, Jr. H. Eric Bolton, Jr. Chairman of the Board of Directors Chief Executive Officer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32.2 In connection with the Annual Report of Mid-America Apartment Communities, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Albert M. Campbell, III, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (1) (2) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 17, 2022 /s/ Albert M. Campbell, III Albert M. Campbell, III Executive Vice President and Chief Financial Officer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32.3 In connection with the Annual Report of Mid-America Apartments, L.P. (the “Operating Partnership”) on Form 10-K for the period ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Eric Bolton, Jr., President and Chief Executive Officer of Mid-America Apartment Communities, Inc., general partner of the Operating Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (1) (2) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership. Date: February 17, 2022 /s/ H. Eric Bolton, Jr. H. Eric Bolton, Jr. Chairman of the Board of Directors Chief Executive Officer Mid-America Apartment Communities, Inc., general partner of Mid-America Apartments, L.P. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32.4 In connection with the Annual Report of Mid-America Apartments, L.P. (the “Operating Partnership”) on Form 10-K for the period ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Albert M. Campbell, III, Executive Vice President and Chief Financial Officer of Mid-America Apartment Communities, Inc., general partner of the Operating Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (1) (2) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership. Date: February 17, 2022 /s/ Albert M. Campbell, III Albert M. Campbell, III Executive Vice President and Chief Financial Officer Mid-America Apartment Communities, Inc., general partner of Mid-America Apartments, L.P. Board of Directors H. ERIC BOLTON, JR. Chairman of the Board of Directors and Chief Executive Officer, MAA Committee: Real Estate Investment (Chairman) ALAN B. GRAF, JR. Past Executive Vice President and Chief Financial Officer, FedEx Corporation Committee: Audit (Chairman) Lead Independent Director TONI JENNINGS Chairman of the Board of Directors, Jack Jennings & Sons, Inc.; Past Lieutenant Governor, Senate President and Representative of the State of Florida Committees: Compensation; Nominating and Corporate Governance EDITH KELLY-GREEN Founding Partner, JKG Properties LLC and The KGR Group; Past Vice President and Chief Sourcing Officer of FedEx Express, a subsidiary of FedEx Corporation Committee: Audit Shareholder Information CORPORATE HEADQUARTERS MAA 6815 Poplar Avenue, Suite 500 Germantown, TN 38138 901-682-6600 www.maac.com INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP, Memphis, TN 2022 ANNUAL MEETING OF SHAREHOLDERS MAA plans to hold its 2022 Annual Meeting of Shareholders virtually on Tuesday, May 17, 2022, at 12:30 p.m. CDT. STOCK LISTING MAA’s common and preferred stock are listed on the New York Stock Exchange (NYSE) and are traded under the stock symbols MAA and MAApI, respectively. SEC FILINGS MAA’s filings with the Securities and Exchange Commission are filed under the registrant names of Mid-America Apartment Communities, Inc. and/or Mid-America Apartments, L.P. JAMES K. LOWDER Chairman of the Board of Directors and President, The Colonial Company Committees: Nominating and Corporate Governance; Real Estate Investment THOMAS H. LOWDER Past Chairman of the Board of Trustees and Chief Executive Officer, Colonial Properties Trust Committees: Compensation; Real Estate Investment MONICA McGURK Past Chief Growth Officer, Kellogg Company Committees: Compensation; Nominating and Corporate Governance CLAUDE B. NIELSEN Chairman of the Board of Directors and past Chief Executive Officer, Coca-Cola Bottling Company United, Inc. Committees: Compensation; Nominating and Corporate Governance (Chairman) PHILIP W. NORWOOD Chairman, Pacolet Milliken Enterprises, Inc.; Principal, Haviland Capital, LLC; Past President and Chief Executive Officer, Faison Enterprises, Inc. Committees: Compensation (Chairman); Real Estate Investment W. REID SANDERS President, Sanders Properties, LLC and Sanders Investments, LLC; Past Executive Vice President, Southeastern Asset Management and Past President, Longleaf Partners Fund Committee: Audit GARY SHORB Executive Director, The Urban Child Institute; Past President and Chief Executive Officer, Methodist Le Bonheur Healthcare Committees: Audit; Nominating and Corporate Governance DAVID P. STOCKERT General Partner, Sweetwater Opportunity Fund, LP; Past Chief Executive Officer and President, Post Properties, Inc. Committee: Real Estate Investment TRANSFER AGENT AND REGISTRAR Broadridge Corporate Issuer Solutions, Inc. Call: 877-206-4722 Email: shareholder@broadridge.com, or Visit: www.shareholder.broadridge.com/maa/ Registered shareholders who have questions about their accounts or who wish to change ownership or address of stock; report lost, stolen or destroyed certificates; sign up for direct deposit of dividends; or enroll in our dividend reinvestment plan or direct stock purchase program should contact Broadridge Corporate Issuer Solutions, Inc. at the shareholder service number or email address listed above, or access their account at the website listed above. Beneficial owners who own shares held in “street name” should contact their broker or bank for all questions. Limited partners of Mid-America Apartments, L.P. wishing to transfer their units or convert units into shares of common stock of MAA should contact MAA directly at the corporate headquarters. ANNUAL REPORT AND FORM 10-K A copy of MAA’s Annual Report and Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (SEC), will be sent without charge upon written request. Please address requests to MAA’s corporate headquarters, attention Investor Relations, or email your request to investor. relations@maac.com. Please indicate your preference of email or paper copy as well as your full address information for delivery. Other MAA SEC filings as well as corporate governance documents are also on the “For Investors” page of our website at www.maac.com. CEO AND CFO CERTIFICATIONS As is required by Section 303A.12(a) of the NYSE’s corporate governance standards, the CEO Certification has been previously filed without qualification with the NYSE. Certifications of the CEO and CFO pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 have been filed as exhibits to MAA’s Form 10-K. Sand Lake, Orlando, FL 6815 Poplar Avenue, Suite 500 Germantown, TN 38138 www.maac.com 

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