Mid-America Apartment Communities
Annual Report 2022

Plain-text annual report

A Position of Strength 2022 ANNUAL REPORT 2022 MAA ANNUAL REPORT 1 A Strong Market Position* Multifamily Market Multifamily Market and Regional Office Multifamily Market and Corporate Headquarters Multifamily Development Underway 102K HOMES 16 STATES + DC 297 COMMUNITIES *Map and community data represent the total portfolio including active developments and one joint venture property at December 31, 2022. 2 2022 MAA ANNUAL REPORT S&P 500 MEMBER COMPANY 29 YEARS PUBLIC ~2,400 ASSOCIATES To My Fellow Shareholders MAA’s strong performance in 2022 produced tremendous results for the year. Fueled by the unprecedented high demand for apartment housing that emerged in 2021, leasing conditions were robust throughout most of 2022. As is often the case with our cyclical and competitive industry, developers leaned into this period of high demand and by the end of 2022, the supply-demand dynamic began to normalize. Though the leasing environment has cooled from 2022’s record setting conditions, we expect MAA will deliver operating performance and results in 2023 that will continue to compare favorably to our long-term results. MAA’s uniquely diversified and balanced portfolio focused on the higher growth Sunbelt markets, coupled with an exceptionally strong and sophisticated operating platform, supported by one of the strongest balance sheets among apartment REITs, has the company particularly well positioned. H. Eric Bolton, Jr. Chairman and Chief Executive Officer 2022 MAA ANNUAL REPORT 1 Back Row (Left to Right): Brad Hill, EVP, Chief Investment Officer; Melanie Carpenter, EVP, Chief Human Resources Officer; Tim Argo, EVP, Chief Strategy and Analysis Officer; Amber Fairbanks, EVP, Property Management; Rob DelPriore, EVP, Chief Administrative Officer and General Counsel; Front Row (Left to Right): Joe Fracchia, EVP, Chief Technology and Innovation Officer; Eric Bolton, Chairman and Chief Executive Officer; Al Campbell, EVP, Chief Financial Officer A Strong Leadership Team “Our talented team of senior leaders, with an average tenure of 20 years at MAA, are cycle-tested with a record of delivering sector-leading results.” 2 2022 MAA ANNUAL REPORT Proven Portfolio Strategy We have long believed that the Sunbelt markets provide Leadership and Culture Dedicated to Superior Value and Service the best opportunity for driving demand for our services MAA’s strengths in strategy, operating platform and balance and product. The appeal of the Sunbelt markets to sheet are all supported by a deep sense of responsibility growing employers, households seeking a more affordable to bring value to our stakeholders. Our talented team of lifestyle and professionals looking for career growth, senior leaders, with an average tenure of 20 years at MAA, combine to create a long-term demand profile for are cycle-tested with a record of delivering sector-leading apartment housing that drives performance that is well results. Their leadership and commitment to excellence aligned with our growth objectives. Layering in MAA’s serve as shining examples to our associates and reinforce portfolio strategy that incorporates a unique approach our strong and enduring company culture. to diversifying capital across the Sunbelt region with a submarket allocation, a diversity of product types, and an Strong Corporate Governance affordable price point further strengthens our ability to capture more of this region’s demand while also working to help mitigate periodic pressures from competing new development supply. Strong and Innovative Operating Platform Our record of long-term outperformance is also a reflection of the strong governance from our board of directors. We are fortunate to have a very capable group of directors with a wide range of experiences, diversity in perspectives, and a strong sense of responsibility to our shareholders and company constituents. Two of our As we approach our 30th anniversary as a publicly traded directors, Monica McGurk (6.5 years with MAA) and Phil REIT, we continue to learn and innovate to enhance our Norwood (16 years with MAA), will rotate off our board in performance. We have leveraged our deep knowledge of 2023. We want to offer them our sincere gratitude and apartment operations and the opportunities generated deep appreciation for their service. by emerging new technologies to drive even greater service and value for our residents and more effectiveness and efficiency in our operating processes. We expect to continue developing and enhancing a number of transformative projects over the course of the next two years that we believe will drive further value for our residents, associates and shareholders. Balance Sheet Strength Among the many various public REITs, MAA is now one of only eight to achieve an “A-” or better investment-grade With our strengthened position, I couldn’t be more excited about the outlook for our company over the next few years. There is clearly transition underway within our economy and within our industry. The need for professionally managed apartment housing within our country has never been greater. Proven, strong platforms, like MAA’s, increasingly offer residents, employees, shareholders and local communities capabilities and long-term commitments that create meaningful value. We are ready for the opportunities that await us. credit rating from the three large credit rating agencies. Our We appreciate your investment with MAA and thank you long track record of stable performance through a number for your support. of economic and market cycles, coupled with exceptionally strong credit metrics and significant capacity to support both growth and unexpected events, has MAA in a solid position to be opportunistic as we head into a time of H. Eric Bolton, Jr. broader market and economic uncertainty. Chairman and Chief Executive Officer 2022 MAA ANNUAL REPORT 3 Record Core AFFO per Share, Core FFO per Share Growth in 2022 2022 YOY Growth | 21.4%, 21.3% 5 3 5 $ . 6 9 5 $ . 4 6 5 $ . 6 2 6 $ . . 5 7 5 $ 3 4 6 $ . . 2 3 6 $ 1 0 7. $ 7 6 7. $ 0 5 8 $ . 2018 2019 2020 2021 2022 Core AFFO/Share Core FFO/Share Consistent Annual Dividend per Share Growth 5.9% 10-Year Compounded Annual Growth Rate 2012 4 6 2 $ . . 8 7 2 $ 2 9 2 $ . 8 0 3 $ . 8 2 3 $ . 8 4 3 $ . 9 6 3 $ . 4 8 3 $ . 0 0 4 $ . 0 1 . 4 $ 8 6 4 $ . 2022 10-Year Dividend Record Annual Cash Dividends Paid to Common Shareholders at 12/31/2022 | Never Cut or Suspended 4 2022 MAA ANNUAL REPORT A Strong Platform for Continued Growth Our aim is to provide superior value for our stakeholders. Through our robust development program, opportunistic acquisitions and select dispositions, and within our existing portfolio, through kitchen and bath redevelopment, amenity-focused community repositioning and property technology initiatives, we are both growing and enhancing the earnings potential of our portfolio. 2022 MAA ANNUAL REPORT 5 Superior Long-Term Total Shareholder Returns1 Annualized at 12/31/2022 % 9 2 . % 7 3 . % 8 2 1 . % 4 9 . % 5 3 1 . % 0 7. % 5 6 . % 6 2 1 . % 8 4 1 . % 5 0 1 . % 0 9 . % 8 9 . 5-YR 10-YR 20-YR MAA-US PEER AVG2 MSCI US REIT INDEX (RMS) S&P 500 1Compounded annual growth rate in share value due to appreciation in price and dividends paid, assuming dividends reinvested. 2Peer Average excludes MAA and includes public multifamily peers AVB, CPT, EQR, ESS and UDR. A Strong Balance Sheet to Support Continued Growth NET DEBT/ADJUSTED EBITDAre 1 3.71x MAA 4.84x PEER AVG 1Adjusted EBITDAre represents trailing 12-month period ended 12/31/2022. Peer Average includes multifamily peers AVB, CPT, EQR, ESS, UDR. From company fourth quarter 2022 filings. MAA is Now One of Only Eight Public REITs to be A- Rated or Above by the Three Major Rating Agencies Credit Ratings A- STABLE A3 STABLE Standard & Poor’s Rating Services1 Moody’s Investors Service2 A- STABLE Fitch Ratings1 1Corporate credit rating assigned to MAA and MAALP 2Corporate credit rating assigned to MAALP, the operating partnership of MAA 6 2022 MAA ANNUAL REPORT 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 2022 which may be found at our website, www.maac.com, under the “For Investors” tab and the “Filings & Financials” and “Quarterly Results” sub-tabs. Total Capitalization1 At 12 /31/2022 $18.63B Common Equity $4.46B Total Debt + Preferred Common Equity 80.7% Unsecured Debt 17.5% Secured Debt 1.6% Preferred Equity 0.2% 1Common shares and units outstanding multiplied by closing stock price on 12/31/2022, plus total debt outstanding at 12/31/2022, plus Preferred stock ($50 redeemable stock price multiplied by total shares outstanding). 2022 MAA ANNUAL REPORT 7 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, 2022 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.) 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 Securities registered pursuant to Section 12(b) of the Act: 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. Large accelerated filer ☐ Smaller reporting company ☐ Smaller reporting company ☐ Emerging growth company ☐ Emerging growth company ☐ Non-accelerated filer ☐ Non-accelerated filer ☒ Accelerated filer ☐ Accelerated filer ☐ 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. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Mid-America Apartment Communities, Inc. ☐ Mid-America Apartments, L.P. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). 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 79,918,312 shares of common stock of Mid-America Apartment Communities, Inc. held by non-affiliates was approximately $14.0 billion based on the closing price of $174.67 as reported on the New York Stock Exchange on June 30, 2022. 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 9, 2023, there were 116,598,821 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 16, 2023 are incorporated by reference into Part III of this report. We expect to file our proxy statement within 120 days after December 31, 2022. 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 26 27 36 36 36 37 38 38 38 38 38 38 38 39 43 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, 2022 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, 2022, MAA owned 115,480,336 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. The management of the Company is comprised of individuals who are officers of MAA and employees of the Operating Partnership. 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 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,” “opportunity,” “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: • • • • 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; 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; • • • • 2 • • • • • • • • • • • • • 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 and natural disasters; disease outbreaks and other public health events, and measures that are taken by federal, state, and local governmental authorities in response to such outbreaks and 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 our 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, 2022, 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 296 (2) 1 297 99,407 (3) 269 99,676 (1) (2) (3) As of December 31, 2022, 34 of the Company’s apartment communities included retail components. Number of communities includes six communities under development as of December 31, 2022. Number of units excludes development units not yet delivered as of December 31, 2022. Our business is conducted principally through the Operating Partnership. MAA is the sole general partner of the Operating Partnership, holding 115,480,336 OP Units, comprising a 97.3% partnership interest in the Operating Partnership as of December 31, 2022. 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. We continue 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. 4 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 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, 2022: Multifamily Acquisitions MAA Hampton Preserve II MAA LoSo Land Acquisitions MAA Florida Street Station MAA Packing District MAA Panorama MAA Nixie Alta 10th (1) Market Tampa, FL Charlotte, NC Market Denver, CO Orlando, FL Denver, CO Raleigh, NC Charlotte, NC Units 196 344 Acres 4 4 6 6 3 Date Acquired July 2022 September 2022 Date Acquired March 2022 May 2022 July 2022 November 2022 December 2022 (1) Represents a pre-purchase multifamily development. Approximately $10 million has been funded as of December 31, 2022, primarily related to land, with development expected to begin in the second half of 2023. MAA owns 95% of the joint venture that owns this property. Development activities may be conducted through wholly-owned entities 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, 2022, we incurred $172.1 million in development costs and completed three development projects. The following multifamily projects were under development as of December 31, 2022 (dollars in thousands): Project Novel West Midtown (1) Novel Daybreak (1) Novel Val Vista (1) MAA Milepost 35 MAA Nixie MAA Breakwater Market Atlanta, GA Salt Lake City, UT Phoenix, AZ Denver, CO Raleigh, NC Tampa, FL Total (1) Total Units Units Completed Cost to Date 340 400 317 352 406 495 2,310 72,536 — $ 74,195 — 57,646 — 41,324 — 13,445 — 32,553 — — $ 291,699 Estimated Cost Per Unit 263 $ 235 244 355 358 399 $ Budgeted Cost 89,500 94,000 77,200 125,000 145,500 197,500 $ 728,700 Expected Completion 3rd Quarter 2023 4th Quarter 2023 1st Quarter 2024 4th Quarter 2024 3rd Quarter 2025 4th Quarter 2025 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, 2022, we disposed of four multifamily communities totaling 1,414 units, and two land parcels totaling approximately five acres. 5 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, 2022, we renovated the kitchen and bathroom of 6,574 apartment units at an average cost of $6,109 per apartment unit, achieving average rental rate increases of 10.0% 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 many of our apartment communities in order to provide additional resident value and increase rent growth. During the year ended December 31, 2022, we installed smart devices in 24,029 apartment units at an average cost of $1,535 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, 2022, we have completed installation of smart home technology at nearly 75% 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 many of our apartment communities. The program includes targeted plans to move all apartment units at such apartment communities to higher rents. For the year ended December 31, 2022, we spent $19.3 million on this program. 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 U.S. • 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, 2022, we employed 2,387 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. 6 We recruit from a diverse range of sources including historically Black colleges and universities as well as technical/trade schools. As of December 31, 2022, ethnic/cultural minorities represented approximately 50% of our workforce, 40% of our collective corporate, regional and property leadership positions and 51% of our associates promoted during the year ended December 31, 2022. Also, as of December 31, 2022, females represented approximately 46% of our workforce, 56% of our collective corporate, regional and property leadership positions and 53% of our associates promoted during the year ended December 31, 2022. 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 continue to offer several measures to support our associates’ overall well-being in response to the pandemic, including supplemental leave and sick time policies, additional paid time off and coverage for testing and vaccination under our health plan. 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. Communication and Engagement At MAA, we place an emphasis on communication to ensure associates feel informed and connected as an organization. We utilize a variety of communications channels to provide associates with timely information that is relevant to their role in the company, to company-wide initiatives and their professional interests. We also believe the best way to gain in-depth insight into how associates feel about working at MAA is to provide regular, frequent, and trusted opportunities to safely share feedback. From there, we are able to develop and continuously improve our work environment to enhance job satisfaction. We regularly conduct surveys with all associates to measure associate engagement and capture topical feedback to guide current programs, projects and progress. We are also driven to prove that we are listening, and that real action and improvements are executed as a result. Lastly, we 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. 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, 2022, 19.2% of our total market capitalization consisted of debt borrowings, including 17.6% under unsecured borrowings and 1.5% 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, 2022, our total debt was approximately 28.4% 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. 7 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 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 39 defined markets across the Southeast, Southwest and Mid-Atlantic regions of the U.S.; 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. 8 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. 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. Compliance with the various laws and regulations we are subject to did not have a material effect on our capital expenditures, results of operations and competitive position for the year ended December 31, 2022 as compared to prior periods. For additional information, 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. 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, 2022, MAA paid total distributions of $4.675 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 Disease outbreaks and other public health events, such as the COVID-19 pandemic, have materially impacted our business, and our financial condition, results of operations and cash flows could be materially adversely affected by factors relating to a pandemic. The pandemic led governments and other authorities around the world, including federal, state and local governmental authorities in the U.S. to take extraordinary actions 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, no assurance can be given that similar closures or restrictions will not be reinstated or new restrictions imposed in the future in response to changes in COVID-19 or new public health events. 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, 9 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. The impact of a disease outbreak or other public health event, including 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 the disease; the legacy of the regulatory focus on landlords during the public health event 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 such public health event and are not willing, available or allowed to conduct work. The potential impact that future disease outbreaks or other public health events, such as the COVID-19 pandemic, will have on our business, financial condition, results of operation and cash flows is difficult to predict. To the extent a future disease outbreak or other public health event, such as the COVID-19 pandemic, adversely affect 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. Unfavorable market and economic conditions could adversely affect occupancy levels, rental revenues and the value of our properties. General economic conditions in the U.S. have fluctuated significantly in recent quarters with the U.S. experiencing negative macroeconomic conditions such as increasing inflationary and labor market concerns. Unfavorable market and economic conditions, including as a result of public health events 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 may continue to be 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; 10 • • • • • • • 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. 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, 2022, 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 U.S.; we are subject to general economic conditions in the regions in which we operate. As of December 31, 2022, approximately 41.1% 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 U.S. 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 11 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. 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 12 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 that have historically been subject to the risk of extreme weather events. 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. 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, 2022, we had six development communities under construction representing 2,310 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; 13 • • 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. 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, including as a result of the intensification of state-sponsored cybersecurity attacks during periods of geopolitical conflict, such as the ongoing conflict in Ukraine. 14 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 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, competition, 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 lawsuits filed by plaintiffs individually and on behalf of a purported class of plaintiffs, against the company, among other defendants, alleging that RealPage, Inc. and lessors of multifamily residential real estate conspired to artificially inflate the prices of multifamily residential real estate above competitive levels. 15 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. 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, 2022, the amount of our total debt was $4.4 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. 16 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 have increased, and to the extent that the current high interest rate environment increases further, we could experience 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, a further 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. 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, 2022, we had outstanding borrowings of $4.4 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. 17 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 capital, the interest of our existing shareholders could be diluted. 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; not recognize profit from the sale of such shares if the market price of the shares increases; and be required to recognize a loss from the sale of such shares if the market price decreases. 18 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. 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, 2022, 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 and inconsistent, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy any new or contradictory 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 or the achievement of our initiatives or goals may be costly. 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. 19 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 future 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. 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. 20 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. 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. 21 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 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. 22 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 70% 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, 2022: Atlanta, GA Dallas, TX Austin, TX Charlotte, NC Raleigh/Durham, NC Orlando, FL Tampa, FL Houston, TX Nashville, TN Fort Worth, TX Jacksonville, FL Charleston, SC Phoenix, AZ Greenville, SC Richmond, VA Northern Virginia Savannah, GA Memphis, TN San Antonio, TX Birmingham, AL Fredericksburg, VA Huntsville, AL Kansas City, MO-KS Chattanooga, TN Lexington, KY Denver, CO Norfolk / Hampton / Virginia Beach, VA Las Vegas, NV Tallahassee, FL Columbia, SC South Florida, FL Gainesville, FL Louisville, KY Maryland Gulf Shores, AL Panama City, FL Charlottesville, VA Same Store Orlando, FL Austin, TX Dallas, TX Phoenix, AZ Charlotte, NC Houston, TX Denver, CO Tampa, FL Fort Worth, TX Gulf Shores, AL Salt Lake City, UT Raleigh/Durham, NC Atlanta, GA Total (5) Number of Communities (1) 29 27 20 20 15 13 15 15 12 9 9 11 8 10 7 4 7 4 4 5 4 3 3 4 4 2 3 2 2 2 1 2 1 1 1 1 1 281 2 1 — (4) 2 1 1 2 2 — (4) 1 1 1 1 296 Number of Units (2) Average Physical Occupancy (3) 11,434 9,767 6,829 5,867 5,350 5,274 5,220 4,867 4,375 3,519 3,496 3,168 2,623 2,355 2,004 1,888 1,837 1,811 1,504 1,462 1,435 1,228 1,110 943 924 812 788 721 604 576 480 468 384 361 324 254 251 96,313 633 350 348 345 344 308 306 196 168 96 — — — 99,407 95.4% 95.6% 95.2% 95.8% 95.6% 96.2% 96.0% 95.6% 95.8% 95.5% 96.5% 95.9% 95.9% 96.3% 96.1% 95.7% 96.7% 95.0% 95.6% 95.8% 96.3% 95.6% 95.7% 96.5% 96.3% 95.7% 96.9% 95.1% 96.2% 94.3% 95.4% 95.6% 96.6% 95.7% 96.1% 96.1% 96.8% 95.7% 80.7% 54.8% 95.6% 93.7% 88.8% 70.8% 80.9% 83.5% 96.4% 97.7% — — — 95.3% (1) (2) (3) (4) (5) Number of communities includes six communities under development as of December 31, 2022. Number of units excludes development units not yet delivered. Average physical occupancy is calculated by dividing the average daily number of units occupied in 2022 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-four of our apartment communities reflected in the above schedule 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, 2022, we had $367.2 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. PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 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 9, 2023, there were approximately 2,200 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 year ended December 31, 2022 we had issuances with no discounts through our DRSPP of 6,547 shares. 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, 2022, there were 118,645,269 OP Units outstanding in the Operating Partnership, of which 115,480,336 OP Units, or 97.3%, were owned by MAA and 3,164,933 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, 2022, MAA issued a total of 41,184 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. During the year ended December 31, 2022, MAA did not sell any shares of common stock under its ATM program. As of December 31, 2022, there were 4.0 million shares remaining under the current ATM program. 25 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, 2022, 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, 2022: Period October 1, 2022 - October 31, 2022 November 1, 2022 - November 30, 2022 December 1, 2022 - December 31, 2022 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, 2017 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 $ 98.94 95.62 102.19 $ 141.00 125.72 130.92 $ 140.10 148.85 115.30 $ 260.40 191.58 186.51 2017 2018 2019 2020 2021 Year Ended December 31, 2022 182.93 156.88 126.67 Item 6. [Reserved]. 26 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, 2022. 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, 2022, we owned and operated 290 apartment communities (which does not include development properties 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. In addition, as of December 31, 2022, we had six development communities under construction, and 34 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, 2022. 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 and storm related expenses related to hurricanes. 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, 2022, net income available for MAA common shareholders was $633.7 million as compared to $530.1 million for the year ended December 31, 2021. Results for the year ended December 31, 2022 included $215.6 million of gain related to the sale of real estate assets and $29.9 million in net casualty gain primarily due to winter storm Uri, partially offset by $35.8 million of non-cash loss, net of tax, from investments and $21.1 million of non-cash loss related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares. Results for the year ended December 31, 2021 included $221.2 million of gain related to the sale of real estate assets and $40.9 million of non-cash gain, net of tax, from investments. Revenues for the year ended December 31, 2022 increased 13.6% as compared to the year ended December 31, 2021, driven by a 13.5% increase in our Same Store segment. Property operating expenses, excluding depreciation and amortization, for the year ended December 31, 2022 increased by 7.8% as compared to the year ended December 31, 2021, driven by a 7.6% 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, 2022, 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 14.6% for the year ended December 31, 2022 as compared to the year ended December 31, 2021. 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. For the year ended December 31, 2022, average physical occupancy for our Same Store segment was 95.7%, as compared to 96.1% for the year ended December 31, 2021. 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 U.S. 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 39 defined markets, we are diversified across markets, urban and suburban submarkets, and a variety of product types and monthly rent price points. Though demand for apartments moderated during the second half of 2022, we were able to maintain strong rent growth. We believe demand for apartments is primarily driven by general economic conditions in our markets and is particularly correlated to job 27 growth, population growth, household formation and in-migration. While our rent growth and rent collection trends during the year ended December 31, 2022 were strong, we continue to monitor pressures surrounding inflation trends, general economic conditions and housing supply. A worsening of the current environment could contribute to uncertain rent collections going forward and suppress demand for apartments and could drive lower rent growth on new leases and renewals than what we achieved during the year ended December 31, 2022. Current elevated supply levels could further affect rent growth for our portfolio, though we expect the demand side to continue to be more impactful over the long term. Supply chain and inflationary pressures have driven higher operating expenses during the year ended December 31, 2022, particularly in personnel, repairs and maintenance and real estate taxes, and this trend may continue going forward. Access to the financial markets remains available for high credit rated borrowers. 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. Additionally, rising interest rates could negatively impact our borrowing costs for any variable rate borrowings or refinancing activity. Results of Operations For the year ended December 31, 2022, we achieved net income available for MAA common shareholders of $633.7 million, a 19.6% increase as compared to the year ended December 31, 2021, and total revenue growth of $241.8 million, representing a 13.6% increase in property revenues as compared to the year ended December 31, 2021. The following discussion describes the primary drivers of the increase in net income available for MAA common shareholders for the year ended December 31, 2022 as compared to the year ended December 31, 2021. A discussion of the results of operations for the year ended December 31, 2021 as compared to the year ended December 31, 2020 is found in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 17, 2022, 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, 2022 (dollars in thousands): December 31, 2022 December 31, 2021 Increase % Change Same Store Non-Same Store and Other Total $ $ 1,924,709 95,157 2,019,866 $ $ 1,695,234 82,848 1,778,082 $ $ 229,475 12,309 241,784 13.5% 14.9% 13.6% The increase in rental revenues for our Same Store segment for the year ended December 31, 2022 as compared to the year ended December 31, 2021 was the primary driver of total property revenue growth. The Same Store segment generated a 13.5% increase in revenues for the year ended December 31, 2022, primarily the result of average effective rent per unit growth of 14.6% as compared to the year ended December 31, 2021, partially offset by lower average physical occupancy. The increase in property revenues from the Non-Same Store and Other segment for the year ended December 31, 2022 as compared to the year ended December 31, 2021 was primarily the result of increased revenues from recently completed development communities and acquired communities, partially offset by decreased revenues from recently disposed communities. 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, 2022 (dollars in thousands): Same Store Non-Same Store and Other Total $ $ 682,014 41,680 723,694 $ $ 633,662 37,503 671,165 $ $ 48,352 4,177 52,529 7.6% 11.1% 7.8% December 31, 2022 December 31, 2021 Increase % Change The increase in property operating expenses for our Same Store segment for the year ended December 31, 2022 as compared to the year ended December 31, 2021 was primarily driven by increases in real estate tax expense of $15.0 million, personnel expense of $9.6 million, building repairs and maintenance of $9.2 million, utilities expense of $6.9 million, office operations expense of $4.3 million, and insurance expense of $3.1 million. The increase in property operating expenses from the Non-Same Store and Other segment for the year ended December 31, 2022 as compared to the year ended December 31, 2021 was primarily the result of $1.8 million of storm-related expenses related to hurricanes and increased property operating expenses from recently completed development communities and acquired communities, partially offset by decreased property operating expenses from recently disposed communities. 28 Depreciation and Amortization Depreciation and amortization expense for the year ended December 31, 2022 was $543.0 million, an increase of $9.6 million as compared to the year ended December 31, 2021. The increase was primarily driven by the recognition of depreciation expense associated with our recently completed development communities and capital spend activities made in the normal course of business during the year ended December 31, 2022, partially offset from decreased depreciation expense from recently disposed communities. Other Income and Expenses Property management expenses for the year ended December 31, 2022 were $65.5 million, an increase of $9.7 million as compared to the year ended December 31, 2021. General and administrative expenses for the year ended December 31, 2022 were $58.8 million, an increase of $5.9 million as compared to the year ended December 31, 2021. Interest expense for the year ended December 31, 2022 was $154.7 million, a decrease of $2.1 million as compared to the year ended December 31, 2021. The decrease was primarily due to a decrease in our average outstanding debt balance during the year ended December 31, 2022 as compared to the year ended December 31, 2021. For the year ended December 31, 2022, we disposed of four apartment communities, resulting in a gain on sale of depreciable real estate assets of $214.8 million. 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. During the year ended December 31, 2022, we disposed of two land parcels resulting in a gain on sale of non-depreciable real estate assets of $0.8 million. 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. Other non-operating expense (income) for the year ended December 31, 2022 was $42.7 million of expense, as compared to $33.9 million of income for the year ended December 31, 2021. The expense for the year ended December 31, 2022 was driven by $45.4 million of non-cash loss from investments, $21.1 million of non-cash loss related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares, partially offset by $29.9 million in net casualty gain primarily due to winter storm Uri. The income for the year ended December 31, 2021 was driven by $51.7 million of non-cash gain from investments, partially offset by $13.4 million in debt extinguishment costs and $4.6 million of non-cash loss related to the fair value adjustment of the embedded derivative. 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 U.S. 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. 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 and gain on sale of depreciable 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 on investments, net of tax; casualty related (recoveries) charges, net; gain or loss on debt extinguishment; legal costs and settlements, net; 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, 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. 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 from rental activities. 29 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, 2022 and 2021, 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 on embedded derivative in preferred shares (1) Gain on sale of non-depreciable real estate assets Loss (gain) on investments, net of tax (1)(2) Casualty related (recoveries) charges, net (3) Loss on debt extinguishment (1) Legal costs and settlements, net (1) COVID-19 related costs (1) Mark-to-market debt adjustment (4) Core FFO Year ended December 31, 2021 2022 $ $ $ 633,748 535,835 (214,762) 621 17,340 972,782 21,107 (809) 35,822 (29,930) 47 8,535 575 77 1,008,206 $ 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 (1) (2) (3) (4) Included in “Other non-operating expense (income)” in the Consolidated Statements of Operations. For the years ended December 31, 2022 and 2021, loss (gain) on investments are presented net of tax benefit of $9.5 million and net of tax expense of $10.8 million, respectively. During the year ended December 31, 2022, MAA incurred $5.8 million in casualty losses related to winter storm Elliot (primarily building repairs, landscaping and asset write-offs). During the year ended December 31, 2021, MAA incurred $26.0 million in casualty losses related to winter storm Uri. The majority of the storm costs are expected to be or have been reimbursed through insurance coverage. An insurance recovery was recognized in Other non-operating expense (income) in the amount of the recognized losses that MAA expects to recover. Additional costs related to the storms that are not expected to be recovered through insurance coverage, along with other unrelated casualty losses and recoveries, including the receipt of insurance proceeds that exceeded the recognized casualty losses from winter storm Uri, are reflected in Casualty related (recoveries) charges, net. For the year ended December 31, 2022, MAA recognized $29.0 million from the receipt of insurance proceeds that exceeded its casualty losses related to winter storm Uri. The adjustments are primarily included in “Other non-operating expense (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, 2022 was $1.0 billion, an increase of $177.6 million as compared to the year ended December 31, 2021, primarily as a result of an increase in property revenues of $241.8 million, partially offset by increases in property operating expenses, excluding depreciation and amortization, of $52.5 million, property management expenses of $9.7 million and general and administrative expenses of $5.9 million. 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, 2022, we had $1.3 billion of combined unrestricted cash and cash equivalents and available capacity under our revolving credit facility. 30 Cash Flows from Operating Activities Net cash provided by operating activities was $1.1 billion for the year ended December 31, 2022 as compared to $895.0 million for the year ended December 31, 2021. The increase in operating cash flows was primarily driven by our operating performance, partially offset by the timing of cash payments. Cash Flows from Investing Activities Net cash used in investing activities was $405.2 million for the year ended December 31, 2022 as compared to $253.6 million for the year ended December 31, 2021. The primary drivers of the change were as follows (dollars in thousands): Purchases of real estate and other assets Capital improvements and other Development costs Contributions to affiliates Proceeds from real estate asset dispositions Proceeds from insurance recoveries $ Primary drivers of cash (outflow) inflow during the year ended December 31, 2022 2021 (Decrease) Increase in Net Cash (271,428) $ (296,176) (172,124) (13,849) 320,491 27,312 (46,028) $ (279,635) (231,642) (4,669) 293,071 14,820 (225,400) (16,541) 59,518 (9,180) 27,420 12,492 The increase in cash outflows for purchases of real estate and other assets was driven by the nature of the real estate assets acquired during the year ended December 31, 2022 as compared to the year ended December 31, 2021. During the year ended December 31, 2022, we acquired two apartment communities and closed on the pre-purchase of a multifamily development community. During the year ended December 31, 2021, we closed on the pre-purchase of two multifamily development communities. The increase in cash outflows for capital improvements and other was primarily driven by increased capital spend relating to our property redevelopment and repositioning activities and recurring capital replacements, partially offset by decreased reconstruction- related capital expenditures relating to winter storm Uri during the year ended December 31, 2022 as compared to the year ended December 31, 2021. The decrease in cash outflows for development costs was driven by decreased development spend during the year ended December 31, 2022 as compared to the year ended December 31, 2021. The increase in cash outflows for contributions to affiliates was driven by investments in the technology-focused limited partnerships during the year ended December 31, 2022, while less limited partnership contributions were made during the year ended December 31, 2021. The increase in cash inflows from proceeds from real estate asset dispositions was driven by the nature and quality of the real estate assets sold during the year ended December 31, 2022 as compared to the year ended December 31, 2021. During the year ended December 31, 2022, we sold four apartment communities as compared to seven apartment communities during the year ended December 31, 2021. The increase in cash inflows from proceeds from insurance recoveries was driven by increased insurance reimbursements received for casualty claims related to winter storm Uri during the year ended December 31, 2022 as compared to the year ended December 31, 2021. Cash Flows from Financing Activities Net cash used in financing activities was $722.8 million for the year ended December 31, 2022 as compared to $546.4 million for the year ended December 31, 2021. 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 Acquisition of noncontrolling interests Primary drivers of cash inflow (outflow) during the year ended December 31, 2022 2021 Increase (Decrease) in Net Cash $ $ 20,000 — (126,401) (539,605) (43,070) (172,000) $ 594,423 (467,153) (470,401) — 192,000 (594,423) 340,752 (69,204) (43,070) The increase in cash inflows related to the net change in commercial paper resulted from the increase in net borrowings of $20.0 million on our commercial paper program during the year ended December 31, 2022 as compared to the decrease in net borrowings of $172.0 million on our commercial paper program during the year ended December 31, 2021. The decrease in cash inflows related to proceeds from notes payable primarily resulted from no issuance of unsecured senior notes during the year ended December 31, 2022 as compared to the issuance of $600.0 million of unsecured senior notes during the year ended December 31, 2021. The decrease in cash outflows from principal payments on notes payable primarily resulted from the retirement of $125.0 million of unsecured senior notes during the year ended December 31, 2022 as compared to the retirement of $222.0 million of senior unsecured private placement notes, $125.0 million of unsecured senior notes and $118.6 million of property mortgages during the year ended December 31, 2021. The increase in cash outflows from dividends paid on common shares primarily resulted from the increase in the dividend rate to $4.675 per share during the year ended December 31, 2022 as compared to the dividend rate of $4.10 per share 31 during the year ended December 31, 2021. The increase in cash outflows from the acquisition of noncontrolling interests resulted from the acquisition of the noncontrolling interest of a consolidated real estate entity for $43.1 million during the year ended December 31, 2022. Debt The following schedule reflects our outstanding debt as of December 31, 2022 (dollars in thousands): Unsecured debt Fixed rate senior notes Variable rate commercial paper 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 $ $ $ $ $ 4,050,000 20,000 (19,090) 4,050,910 367,154 (3,161) 363,993 4,414,903 6.4 0.1 6.3 25.8 25.8 7.9 3.4% 4.7% 3.4% 4.4% 4.4% 3.4% 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, 2022 (dollars in thousands): Commercial Paper & Revolving Credit Facility ⁽¹⁾ ⁽²⁾ Senior Notes 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 Thereafter Total $ $ 20,000 — — — — — — — — — — 20,000 $ $ 349,509 398,842 397,773 297,202 596,548 396,695 559,082 297,542 444,985 — 292,732 4,030,910 $ Property Mortgages $ — $ — 3,978 — — — — — — — 360,015 363,993 $ Total 369,509 398,842 401,751 297,202 596,548 396,695 559,082 297,542 444,985 — 652,747 4,414,903 (1) (2) There was $20.0 million outstanding under MAALP’s commercial paper program as of December 31, 2022. Under the terms of the program, MAALP may issue up to a maximum aggregate amount outstanding at any time of $625.0 million. For the year ended December 31, 2022, average daily borrowings outstanding under the commercial paper program were $34.9 million. There were no borrowings outstanding under MAALP’s $1.25 billion unsecured revolving credit facility as of December 31, 2022. 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, 2022 (dollars in thousands): Fixed Rate Debt Effective Rate 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 Thereafter Total $ $ 349,509 398,842 401,751 297,202 596,548 396,695 559,082 297,542 444,985 — 652,747 4,394,903 32 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 July 2022, MAALP amended its unsecured revolving credit facility, increasing its borrowing capacity to $1.25 billion with an option to expand to $2.0 billion. The revolving credit facility bears interest at an adjusted Secured Overnight Financing Rate plus a spread of 0.70% to 1.40% based on an investment grade pricing grid. The revolving credit facility has a maturity date in October 2026 with an option to extend for two additional six-month periods. As of December 31, 2022, there was no outstanding balance under the revolving credit facility, while $4.3 million of capacity was used to support outstanding letters of credit. MAALP has established an unsecured commercial paper program, whereby it can issue unsecured commercial paper notes with varying maturities not to exceed 397 days. In September 2022, MAALP amended its commercial paper program to increase the maximum aggregate principal amount of notes that may be outstanding from time to time under the program from $500.0 million to $625.0 million. As of December 31, 2022, there were $20.0 million of borrowings outstanding under the commercial paper program. Unsecured Senior Notes As of December 31, 2022, MAALP had $4.1 billion of publicly issued unsecured senior notes outstanding. In September 2022, MAALP retired the remaining $125.0 million portion of its publicly issued unsecured senior notes due in December 2022. Secured Property Mortgages MAALP maintains secured property mortgages with various life insurance companies. As of December 31, 2022, MAALP had $367.2 million of secured property mortgages outstanding. 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, 2022, MAA owned 115,480,336 OP Units, comprising a 97.3% limited partnership interest in MAALP, while the remaining 3,164,933 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 3,164,933 shares of its common stock that, as of December 31, 2022, 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 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, 2022. In January 2023, MAA settled its two forward sale agreements with respect to a total of 1.1 million shares at a forward price per share of $185.23, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of MAA common stock and commissions paid to sales agents, for net proceeds of $203.7 million. We intend to use these proceeds 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, 2022 and 2021, MAA did not sell any shares of common stock under its ATM program. As of December 31, 2022, 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. 33 Material Cash Requirements The following table summarizes material cash requirements as of December 31, 2022 related to contractual obligations, which consist of principal and interest on our debt obligations and right-of-use lease liabilities (dollars in thousands): Debt obligations (1) Fixed rate interest Right-of-use lease liabilities (2) Total 2023 $ 371,481 149,027 2,885 $ 523,393 2024 $ 401,566 127,021 2,862 $ 531,449 2025 $ 400,815 118,070 2,872 $ 521,757 2026 $ 300,000 103,099 2,920 $ 406,019 2027 $ 600,000 88,161 2,969 $ 691,130 Thereafter $ 2,363,292 579,987 57,024 $ 3,000,303 Total $ 4,437,154 1,165,365 71,532 $ 5,674,051 (1) (2) Represents principal payments gross of debt issuance costs, discounts, premiums 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, 2022, we also had obligations, which are not reflected in the table above, to make additional capital contributions to five technology-focused limited partnerships in which we hold equity interests. The capital contributions may be called by the general partners at any time after giving appropriate notice. As of December 31, 2022, we had committed to make additional capital contributions totaling up to $45.2 million if and when called by the general partners of the limited partnerships. 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, 2022, we had six development communities under construction totaling 2,310 apartment units once complete. Total expected costs for the six development projects are $728.7 million, of which $291.7 million had been incurred through December 31, 2022. In addition, our property redevelopment 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, 2023, 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, 2022. We expect to have additional development projects in the future. During the year ended December 31, 2022, we acquired two multifamily apartment communities for approximately $213 million, acquired four land parcels for future development for approximately $49 million, purchased the noncontrolling interest of a consolidated real estate entity for approximately $43 million and funded the pre-purchase of a multifamily community for approximately $10 million. These activities were primarily funded from the proceeds we received from the sale of four multifamily apartment communities in 2022. 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 $5.60 per share of MAA common stock during the year ending December 31, 2023. 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 Internal Revenue Code of 1986 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. 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 on our revenue. During the year ended December 31, 2022, we experienced inflationary pressures that drove higher operating expenses, primarily in personnel, repairs and maintenance and real estate taxes. 34 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 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. 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 future undiscounted 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 annual cash flows by a market capitalization rate. No material impairment losses were recognized during the years ended December 31, 2022 and 2021. Our impairment assessments may contain uncertainties because they require management to make assumptions and to apply judgment to estimate future undiscounted 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. 35 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, estimated coupon yields on preferred stock instruments 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 $13.4 million as of December 31, 2022 as compared to $34.5 million as of December 31, 2021, a decrease in value of the asset of $21.1 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, estimated coupon yields on preferred stock instruments 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, 2022. For instance, holding all other assumptions constant, a $1 decrease in the trading price of the preferred shares as of December 31, 2022 would result in a decrease in fair value of the embedded derivative asset of approximately $3 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, 2022, 19.2% 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, 2022, 99.5% 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-38 of this Annual Report on Form 10-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. 36 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, 2022. 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, 2022 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, 2022 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, 2022. 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, 2022 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, 2022. 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, 2022 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, 2022 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, 2022. An 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. 37 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, 2022 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 2023 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 2023 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 2023 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 2023 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 2023 Proxy Statement in the section entitled “Audit and Non-Audit Fees” is incorporated herein by reference in response to this Item 14. 38 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, 2022 and 2021 Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020 Consolidated Statements of Equity for the years ended December 31, 2022, 2021 and 2020 Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 Financial Statements of Mid-America Apartments, L.P.: Consolidated Balance Sheets as of December 31, 2022 and 2021 Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020 Consolidated Statements of Changes in Capital for the years ended December 31, 2022, 2021 and 2020 Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 Notes to Consolidated Financial Statements for the years ended December 31, 2022, 2021 and 2020 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, 2022 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-4 F-5 F-6 F-7 F-8 F-9 F-10 F-11 F-12 F-13 F-14 F-33 39 Exhibit Number Exhibit Description 3.1 3.2 3.3 3.4 3.5 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 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). 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). 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). 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). 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). 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). 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). 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). 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). 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). 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). 40 4.12 4.13 4.14 4.15 4.16 4.17 10.1† 10.2† 10.3† 10.4† 10.5† 10.6† 10.7† 10.8† 10.9† 10.10† 10.11† 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). 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). 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). 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). 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). 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). 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). 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). 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). 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). 41 10.12† 10.13† 10.14† 10.15† 10.16 10.17 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). 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). 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). Fourth Amended and Restated Credit Agreement, dated as of July 25, 2022, by and among Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, KeyBanc Capital Markets Inc., and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, KeyBank National Association and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Truist Bank, U.S. Bank National Association, PNC Bank, National Association, Citibank, N.A., TD Bank, N.A., and Mizuho Bank, LTD., as Co-Documentation Agents, and the lenders party thereto (Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on July 28, 2022 and incorporated herein by reference). 10.18† Retirement and Transition Services Agreement by and between the Registrants and Thomas L. Grimes, Jr. 21.1 23.1 23.2 31.1 31.2 31.3 31.4 32.1* 32.2* 32.3* 32.4* List of Subsidiaries. Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP for MAA. Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP for MAALP. MAA Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. MAA Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. MAALP Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. MAALP Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 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. 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. 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. 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. 42 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, 2022, filed with the SEC on February 14, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021; (ii) the Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020; (iv) the Consolidated Statements of Equity/Changes in Capital for the years ended December 31, 2022, 2021 and 2020; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020; (vi) Notes to Consolidated Financial Statements; and (vii) Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2022. 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. Item 16. Form 10-K Summary. None. 43 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 14, 2023 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) 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 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 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/ 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 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 14, 2023 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) 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 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 Date: February 14, 2023 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/ 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 45 To the Shareholders and the Board of Directors of Mid-America Apartment Communities, Inc. Opinion on the Financial Statements Report of Independent Registered Public Accounting Firm We have audited the accompanying consolidated balance sheets of Mid-America Apartment Communities, Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 14, 2023 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 Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Description of the Matter Valuation of Embedded Derivative 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, 2022, the fair value of the Company’s embedded derivative asset was $13.4 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 estimated coupon yields on preferred stock instruments 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 14, 2023 F-1 To the Partners of Mid-America Apartments, L.P. Opinion on the Financial Statements Report of Independent Registered Public Accounting Firm We have audited the accompanying consolidated balance sheets of Mid-America Apartments, L.P. (the Operating Partnership) as of December 31, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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 Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Description of the Matter 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, 2022, the fair value of the Operating Partnership’s embedded derivative asset was $13.4 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 estimated coupon yields on preferred stock instruments 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 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 14, 2023 F-2 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, 2022, 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, 2022, 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, 2022 and 2021, 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, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 14, 2023 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 14, 2023 F-3 Mid-America Apartment Communities, Inc. Consolidated Balance Sheets December 31, 2022 and 2021 (Dollars in thousands, except 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, 2022 and December 31, 2021, respectively Common stock, $0.01 par value per share, 145,000,000 shares authorized; 115,480,336 and 115,336,876 shares issued and outstanding as of December 31, 2022 and December 31, 2021, 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, 2022 December 31, 2021 $ $ $ $ $ $ $ 2,008,364 12,841,947 332,035 15,182,346 (4,302,747) 10,879,599 64,312 42,290 10,986,201 38,659 22,412 193,893 11,241,165 4,050,910 363,993 615,843 5,030,746 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 20,671 30,185 9 9 1,152 7,202,834 (1,188,854) (10,052) 6,005,089 163,595 6,168,684 21,064 6,189,748 11,241,165 $ 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) 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, 2022 and December 31, 2021 are 136,429 and 131,559, respectively. See accompanying notes to consolidated financial statements. F-4 Mid-America Apartment Communities, Inc. Consolidated Statements of Operations Years ended December 31, 2022, 2021 and 2020 (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 expense (income) Income before income tax benefit (expense) Income tax benefit (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 2022 2021 2020 $ 2,019,866 $ 1,778,082 $ 1,677,984 435,108 288,586 542,998 1,266,692 65,463 58,833 154,747 (214,762) (809) 42,713 646,989 6,208 653,197 1,579 654,776 17,340 637,436 3,688 633,748 5.49 5.48 $ $ $ 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 4.62 4.61 $ $ $ 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 2.20 2.19 $ $ $ See accompanying notes to consolidated financial statements. F-5 Mid-America Apartment Communities, Inc. Consolidated Statements of Comprehensive Income Years ended December 31, 2022, 2021 and 2020 (Dollars in thousands) Net income Other comprehensive income: Adjustment for net losses reclassified to net income from derivative instruments Total comprehensive income Less: Comprehensive income attributable to noncontrolling interests Comprehensive income attributable to MAA 2022 2021 2020 $ 654,776 $ 550,702 $ 264,015 1,114 655,890 (17,374) 638,516 $ 1,114 551,816 (17,029) 534,787 $ 1,088 265,103 (9,091) 256,012 $ See accompanying notes to consolidated financial statements. F-6 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 Net income (loss) 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 Shares reclassified to liabilities 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 ($4.9875 per share) Dividends on noncontrolling interests units ($4.9875 per unit) Acquisition of noncontrolling interest Contributions from noncontrolling interest EQUITY BALANCE DECEMBER 31, 2022 Mid-America Apartment Communities, Inc. Consolidated Statements of Equity Years ended December 31, 2022, 2021 and 2020 (Dollars and shares in thousands) Mid-America Apartment Communities, Inc. Shareholders Preferred Stock Common Stock Shares 868 Amount 9 $ Shares 114,139 Amount $ 1,140 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 $ 7,166,073 $ (1,085,479) $ (13,178) $ 214,647 $ 6,247 $ 6,289,459 $ 14,131 — — — — — — — — — — — — — 868 — — — — — — — — — — — — — 868 — — — — — — — — — — — — — — — 868 $ $ $ — — — — — — — — — — — — — 9 — — — — — — — — — — — — — 9 — — — — — — — — — — — — — — — 9 — — 157 (55) 1 10 — — — — — — — 114,252 — — 147 (64) 19 851 — — — — — — — 115,205 — — 169 (71) — 41 — — — — — — — — — 115,344 — — 1 — — — — — — — — — — 1,141 — — 2 — — 8 — — — — — — — 1,151 — — 1 — — — — — — — — — — — — 1,152 $ $ $ $ $ $ — — (209) (5,657) 71 502 — (25) 16,038 — — — — 7,176,793 — — (431) (9,043) 1,478 43,284 — 723 18,152 — — — — 7,230,956 — — (124) (14,043) 28 2,118 — — 1,199 20,143 — — — (37,443) — 7,202,834 $ $ $ 254,962 — — — — — 363 — — (3,688) (460,340) — — (1,294,182) 533,791 — — — — — (13,131) — — (3,688) (478,597) — — (1,255,807) 637,436 — — — — — — 9,053 — — (3,688) (575,848) — — — (1,188,854) $ $ $ — 1,050 — — — — — — — — — — — (12,128) — 996 — — — — — — — — — — — (11,132) — 1,080 — — — — — — — — — — — — — (10,052) $ $ $ 9,053 38 — — — (502) — 25 — — — (16,334) — 206,927 16,911 118 — — — (43,292) — (723) — — — (14,825) — 165,116 17,633 34 — — — (2,118) — — (1,199) — — — (15,871) — — 163,595 $ $ $ — — — — — — — — — — — — 3,601 9,848 — — — — — — — — — — — — 13,766 23,614 (293) — — — — — — — — — — — — (5,627) 3,370 21,064 $ $ $ 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 6,153,907 654,776 1,114 (123) (14,043) 28 — — 9,053 — 20,143 (3,688) (575,848) (15,871) (43,070) 3,370 6,189,748 $ $ $ — — 1,629 — — — (363) — — — — — — 15,397 — — 1,657 — — — 13,131 — — — — — — 30,185 — — 1,687 — — — (2,148) (9,053) — — — — — — — 20,671 See accompanying notes to consolidated financial statements. F-7 Mid-America Apartment Communities, Inc. Consolidated Statements of Cash Flows Years ended December 31, 2022, 2021 and 2020 (Dollars in thousands) 2022 2021 2020 $ 654,776 $ 550,702 $ 264,015 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 Loss (gain) on investments 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 real estate asset dispositions Proceeds from insurance recoveries Net cash used in investing activities Cash flows from financing activities: Proceeds from revolving credit facility Repayments of revolving credit facility Net proceeds from (payments of) 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 Acquisition of noncontrolling interests Net change in other financing activities Net cash used in financing activities 544,004 (214,762) (809) 21,107 18,798 6,064 45,357 (16,056) 1,058,479 (271,428) (296,176) (172,124) 538 (13,849) 320,491 27,312 (405,236) — — 20,000 — (126,401) (5,516) (14,927) (539,605) (3,688) (43,070) (9,563) (722,770) 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) 293,071 14,820 (253,586) — — (172,000) 594,423 (467,153) (5,940) (15,497) (470,401) (3,688) — (6,142) (546,398) Net (decrease) increase 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 (69,527) 130,598 61,071 $ 94,983 35,615 130,598 $ $ 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 at period end: Cash and cash equivalents Restricted cash Total cash, cash equivalents and restricted cash Supplemental information: Interest paid Income taxes paid Non-cash transactions: Conversion of OP Units to shares of common stock Accrued construction in progress Interest capitalized $ $ $ $ $ $ $ $ 38,659 22,412 61,071 157,497 3,490 2,118 16,484 8,728 $ $ $ $ 54,302 76,296 130,598 158,630 2,543 43,292 15,123 9,720 See accompanying notes to consolidated financial statements. F-8 511,678 (9) (1,024) (2,562) 14,329 4,960 (5,608) 38,170 823,949 (56,965) (225,506) (201,435) 349 (5,349) 2,618 1,557 (484,731) 255,000 (255,000) 102,000 447,593 (441,108) (4,217) (16,243) (457,355) (3,688) — (1,126) (374,144) (34,926) 70,541 35,615 25,198 10,417 35,615 165,098 2,549 502 19,625 6,912 Mid-America Apartments, L.P. Consolidated Balance Sheets December 31, 2022 and 2021 (Dollars in thousands) 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, 2022 and December 31, 2021, respectively General partner, 115,480,336 and 115,336,876 OP Units outstanding as of December 31, 2022 and December 31, 2021, respectively (1) Limited partners, 3,164,933 and 3,206,118 OP Units outstanding as of December 31, 2022 and December 31, 2021, respectively (1) Accumulated other comprehensive loss Total operating partners’ capital Noncontrolling interests - consolidated real estate entities Total equity Total liabilities and equity December 31, 2022 December 31, 2021 $ $ $ $ $ $ $ 2,008,364 12,841,947 332,035 15,182,346 (4,302,747) 10,879,599 64,312 42,290 10,986,201 38,659 22,412 193,893 11,241,165 4,050,910 363,993 615,843 19 5,030,765 20,671 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 30,185 66,840 66,840 5,948,498 5,909,700 163,595 (10,268) 6,168,665 21,064 6,189,729 11,241,165 $ 165,116 (11,382) 6,130,274 23,614 6,153,888 11,285,182 (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, 2022 and December 31, 2021 are 136,429 and 131,559, respectively. See accompanying notes to consolidated financial statements. F-9 Mid-America Apartments, L.P. Consolidated Statements of Operations Years ended December 31, 2022, 2021 and 2020 (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 expense (income) Income before income tax benefit (expense) Income tax benefit (expense) Income from continuing operations before real estate joint venture activity Income from real estate joint venture Net income Net loss 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 2022 2021 2020 $ 2,019,866 $ 1,778,082 $ 1,677,984 435,108 288,586 542,998 1,266,692 65,463 58,833 154,747 (214,762) (809) 42,713 646,989 6,208 653,197 1,579 654,776 (293) 655,069 3,688 651,381 5.49 5.48 $ $ $ 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 4.62 4.61 $ $ $ 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 2.20 2.20 $ $ $ See accompanying notes to consolidated financial statements. F-10 Mid-America Apartments, L.P. Consolidated Statements of Comprehensive Income Years ended December 31, 2022, 2021 and 2020 (Dollars in thousands) Net income Other comprehensive income: Adjustment for net losses reclassified to net income from derivative instruments Total comprehensive income Add: Comprehensive loss attributable to noncontrolling interests Comprehensive income attributable to MAALP 2022 2021 2020 654,776 $ 550,702 $ 264,015 1,114 655,890 293 656,183 $ 1,114 551,816 — 551,816 $ 1,088 265,103 — 265,103 $ $ See accompanying notes to consolidated financial statements. F-11 Mid-America Apartments, L.P. Consolidated Statements of Changes in Capital Years ended December 31, 2022, 2021 and 2020 (Dollars in thousands) Mid-America Apartments, L.P. Unitholders Limited Partner General Partner Preferred Units Accumulated Other Comprehensive Loss Noncontrolling Interests - Consolidated Real Estate Entities Total Partnership Capital Redeemable Common Units CAPITAL BALANCE DECEMBER 31, 2019 $ 214,647 $ 6,015,290 $ 66,840 $ (13,584) $ 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 Net income (loss) 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 Shares reclassified to liabilities 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 ($4.9875 per unit) Acquisition of noncontrolling interest Contribution from noncontrolling interest CAPITAL BALANCE DECEMBER 31, 2022 $ $ $ 9,053 — — — — (502) — 63 — — (16,334) — 206,927 16,911 — — — — (43,292) — (605) — — (14,825) — 165,116 17,633 — — — — (2,118) — — (1,165) — — (15,871) — — 163,595 $ $ $ 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) — 5,909,700 633,748 — (123) (14,043) 28 2,118 — 9,053 1,165 20,143 — (575,848) (37,443) — 5,948,498 $ $ $ 3,688 — — — — — — — — (3,688) — — 66,840 3,688 — — — — — — — — (3,688) — — 66,840 3,688 — — — — — — — — — (3,688) — — — 66,840 $ $ $ — 1,088 — — — — — — — — — — (12,496) — 1,114 — — — — — — — — — — (11,382) — 1,114 — — — — — — — — — — — — (10,268) $ $ $ 6,247 — — — — — — — — — — — 3,601 9,848 — — — — — — — — — — — 13,766 23,614 (293) — — — — — — — — — — — (5,627) 3,370 21,064 $ $ $ $ 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 6,153,888 654,776 1,114 (123) (14,043) 28 — — 9,053 — 20,143 (3,688) (591,719) (43,070) 3,370 6,189,729 $ $ $ $ 14,131 — — 1,629 — — — (363) — — — — — 15,397 — — 1,657 — — — 13,131 — — — — — 30,185 — — 1,687 — — — (2,148) (9,053) — — — — — — 20,671 See accompanying notes to consolidated financial statements. F-12 Mid-America Apartments, L.P. Consolidated Statements of Cash Flows Years ended December 31, 2022, 2021 and 2020 (Dollars in thousands) 2022 2021 2020 $ 654,776 $ 550,702 $ 264,015 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 Loss (gain) on investments 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 real estate asset dispositions Proceeds from insurance recoveries Net cash used in investing activities Cash flows from financing activities: Proceeds from revolving credit facility Repayments of revolving credit facility Net proceeds from (payments of) 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 Acquisition of noncontrolling interests Net change in other financing activities Net cash used in financing activities 544,004 (214,762) (809) 21,107 18,798 6,064 45,357 (16,056) 1,058,479 (271,428) (296,176) (172,124) 538 (13,849) 320,491 27,312 (405,236) — — 20,000 — (126,401) (5,516) (554,532) (3,688) (43,070) (9,563) (722,770) 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) 293,071 14,820 (253,586) — — (172,000) 594,423 (467,153) (5,940) (485,898) (3,688) — (6,142) (546,398) Net (decrease) increase 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 (69,527) 130,598 61,071 $ 94,983 35,615 130,598 $ $ 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 at period end: Cash and cash equivalents Restricted cash Total cash, cash equivalents and restricted cash Supplemental information: Interest paid Income taxes paid Non-cash transactions: Accrued construction in progress Interest capitalized $ $ $ $ 38,659 22,412 61,071 157,497 3,490 16,484 8,728 $ $ $ $ 54,302 76,296 130,598 158,630 2,543 15,123 9,720 $ $ $ $ See accompanying notes to consolidated financial statements. F-13 511,678 (9) (1,024) (2,562) 14,329 4,960 (5,608) 38,170 823,949 (56,965) (225,506) (201,435) 349 (5,349) 2,618 1,557 (484,731) 255,000 (255,000) 102,000 447,593 (441,108) (4,217) (473,598) (3,688) — (1,126) (374,144) (34,926) 70,541 35,615 25,198 10,417 35,615 165,098 2,549 19,625 6,912 Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P. Notes to Consolidated Financial Statements Years ended December 31, 2022, 2021 and 2020 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, “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 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, 2022, MAA owned 115,480,336 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-14 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 U.S. As of December 31, 2022, 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, 2022, the Company also had six development communities under construction, totaling 2,310 apartment units once complete. Total expected costs for the six development projects are $728.7 million, of which $291.7 million had been incurred through December 31, 2022. The Company expects to complete two of these developments in 2023, two in 2024 and two in 2025. As of December 31, 2022, 34 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, 2022. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared by the Company’s management in accordance with U.S. 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 that 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 significant influence or control include ownership of voting interests and participatory rights of investors (see “Investments in Unconsolidated Affiliates” below). Noncontrolling Interests As of December 31, 2022, 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, 2022, the consolidated assets of the Company’s consolidated real estate entities with a noncontrolling interest were $279.6 million, and consolidated liabilities were $14.5 million. As of December 31, 2021, the consolidated assets of the Company’s consolidated real estate entities with a noncontrolling interest were $252.8 million, and consolidated liabilities were $15.9 million. During the year ended December 31, 2022, the Company paid $43.1 million to acquire the noncontrolling interest of one consolidated real estate entity. F-15 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, property taxes, insurance and salaries) during the years ended December 31, 2022, 2021 and 2020 were $14.4 million, $16.6 million and $12.7 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 records the value based on the purchase price paid 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” were negligible as of December 31, 2022 and 2021. 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 future undiscounted 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. 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 F-16 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 cash held for 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” in the accompanying 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 five 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 $42.3 million and $42.8 million as of December 31, 2022 and 2021, respectively. The Company accounts for its investments in the technology-focused limited partnerships on a three month lag due to the timing the limited partnerships’ financial information is made available to the Company. As of December 31, 2022 and 2021, the Company’s investments in the limited partnerships were $36.7 million and $79.4 million, respectively, and are included in “Other assets” in the accompanying Consolidated Balance Sheets, with any related gains and losses, including unrealized gains and losses, recognized in “Other non-operating expense (income)” in the accompanying Consolidated Statements of Operations. The decrease in the Company’s investments in the limited partnerships was driven by the recognition of unrealized losses, which were primarily a result of a decrease in the valuation of an underlying investment that recently became publicly traded and the distribution of publicly traded marketable securities. During the years ended December 31, 2022, 2021 and 2020, the Company recognized $35.4 million of expense, $51.7 million of income and $5.6 million of income, respectively, from its investments in the limited partnerships. As of December 31, 2022, the Company was committed to make additional capital contributions totaling $45.2 million if and when called by the general partners of the limited partnerships. Other Assets Other assets consist primarily of receivables, the value of derivative contracts, right-of-use lease assets, investments in technology-focused limited partnerships, marketable equity securities, deferred rental concessions, deferred financing costs relating to the revolving credit facility and commercial paper program 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. Marketable Equity Securities During the year ended December 31, 2022, two of the technology-focused limited partnerships that are accounted for as investments in unconsolidated affiliates distributed publicly traded marketable equity securities to the Company and the other limited partners. The Company’s investment in marketable equity securities is measured at fair value based on the quoted share price of the securities and is included in “Other assets” in the accompanying Consolidated Balance Sheets, with any related gains and losses, including unrealized gains and losses, recognized in “Other non-operating expense (income)” in the accompanying Consolidated Statements of Operations. As of December 31, 2022, the Company’s investment in the marketable equity securities was $8.0 million. During the year ended December 31, 2022, the Company recognized $10.0 million of expense from its investment in marketable equity securities. F-17 Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of accrued dividends payable, accrued real estate taxes, unearned income, right-of-use lease liabilities, accrued payroll, security deposits, accrued interest payable, 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, 2022 and 2021 (dollars in thousands): Accrued dividends payable Accrued real estate taxes Unearned income Right-of-use lease liabilities Accrued payroll Security deposits Accrued interest payable General liability and workers compensation insurance Accrued construction in progress Accounts payable, accrued expenses and other Total Loss Contingencies December 31, 2022 December 31, 2021 $ $ 166,103 135,510 65,129 28,671 27,667 26,533 25,132 22,624 16,484 101,990 615,843 $ $ 128,916 144,326 59,937 30,251 27,092 24,660 26,331 23,851 15,123 103,913 584,400 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 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. F-18 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 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 94% of the Company’s total revenues and include gross rents charged less adjustments for concessions and bad debt. Approximately 5% 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 which are recognized when earned. 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 $24.4 million, $23.9 million and $23.9 million for the years ended December 31, 2022, 2021 and 2020, 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, 2022 and 2021, right-of- use assets recorded within “Other assets” totaled $44.6 million and $47.0 million, respectively, and related lease liabilities recorded within “Accrued expenses and other liabilities” totaled $28.7 million and $30.3 million, respectively, in the Consolidated Balance Sheets. Lease expense recognized for the years ended December 31, 2022, 2021 and 2020 was immaterial to the Company. Cash paid for amounts included in the measurement of operating lease liabilities during the years ended December 31, 2022 and 2021 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 U.S. 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 U.S. federal income and excise taxes in certain situations, such as if MAA fails to distribute timely all of its taxable income with 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 TRSs. 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 U.S. federal income tax treatment. Any taxes imposed on MAA would reduce its operating cash flows and net income. F-19 The Company has elected TRS status for certain of its corporate subsidiaries. As a result, the TRSs incur both federal and state income taxes on any taxable income after consideration of any net operating losses. The TRSs 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 and to its valuation and disclosure of the fair value of financial instruments, which primarily consists of marketable equity securities, indebtedness and derivative 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. F-20 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 common 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. For the years ended December 31, 2022, 2021 and 2020, 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 shares (allocation of earnings) Dividends to MAA Series I preferred shareholders 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 (1) Dividends to MAA Series I preferred shareholders 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 2022 2021 2020 $ $ $ $ $ $ 654,776 (17,340) (438) (3,688) 633,310 115,344 5.49 654,776 (17,340) (3,688) 633,748 115,344 239 115,583 5.48 $ $ $ $ $ $ 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 $ $ $ $ $ $ 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) For the years ended December 31, 2022, 2021 and 2020, 3.2 million, 3.7 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. F-21 3. 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, 2022, 2021 and 2020, 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 loss attributable to noncontrolling interests Unvested restricted units (allocation of earnings) Distributions to MAALP preferred unitholders 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 loss attributable to noncontrolling interests Distributions to MAALP preferred unitholders 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 4. Stock-Based Compensation Overview 2022 2021 2020 $ $ $ $ $ $ 654,776 293 (438) (3,688) 650,943 118,538 5.49 654,776 293 (3,688) 651,381 118,538 239 118,777 5.48 $ $ $ $ $ $ 550,702 — (539) (3,688) 546,475 118,400 4.62 550,702 — (3,688) 547,014 118,400 322 118,722 4.61 $ $ $ $ $ $ 264,015 — (338) (3,688) 259,989 118,248 2.20 264,015 — (3,688) 260,327 118,248 312 118,560 2.20 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”. F-22 Total compensation expense under the Stock Plan was $20.1 million, $18.2 million and $16.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. Of these amounts, total compensation expense capitalized was $1.3 million, $1.5 million and $1.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the total unrecognized compensation expense was $12.1 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 $14.0 million, $9.0 million and $5.7 million for the years ended December 31, 2022, 2021 and 2020, 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 the 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, 2022, 2021 and 2020, was $144.77, $88.22 and $100.53, 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, 2022, 2021 and 2020: Risk free rate Dividend yield Volatility Requisite service period 2022 1.010% 2.024% 25.84% 3 years 2021 0.161% 3.341% 28.04% 3 years 2020 1.603% 3.070% 17.02% 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 restricted stock awards according to the related vesting schedule. A summary of the status of the nonvested restricted shares as of December 31, 2022, and the changes for the year ended December 31, 2022, is presented below: Nonvested Shares Shares Weighted Average Grant-Date Fair Value Nonvested as of January 1, 2022 Issued Vested Forfeited Nonvested as of December 31, 2022 161,896 160,638 (195,526) (1,243) 125,765 $ $ 115.70 91.21 82.04 130.46 136.60 The total fair value of shares vested during the years ended December 31, 2022, 2021 and 2020 was $16.0 million, $15.8 million and $13.9 million, respectively. Stock Options Options to purchase 463 shares of MAA's common stock were outstanding as of December 31, 2022. No stock options were granted or expired during the years ended December 31, 2022, 2021 and 2020. There were 350 options, 19,032 options and 918 options exercised during the years ended December 31, 2022, 2021 and 2020, respectively. These exercises resulted in net proceeds that were negligible during the years ended December 31, 2022 and 2020 and $1.5 million for the year ended December 31, 2021. F-23 5. Borrowings The following table summarizes the Company’s outstanding debt as of December 31, 2022 and December 31, 2021 (dollars in thousands): Unsecured debt December 31, 2022 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 $ $ $ $ $ $ 20,000 4,050,000 (19,090) 4,050,910 367,154 (3,161) 363,993 4,414,903 $ $ $ $ $ $ — 4,175,000 (23,625) 4,151,375 368,555 (3,240) 365,315 4,516,690 As of December 31, 2022 Weighted Average Effective Rate Weighted Average Contract Maturity 1/3/2023 5/14/2029 10/27/2048 4.7% 3.4% 3.4% 4.4% 4.4% 3.4% In July 2022, MAALP amended its unsecured revolving credit facility, increasing its borrowing capacity to $1.25 billion with an option to expand to $2.0 billion. The revolving credit facility bears interest at an adjusted Secured Overnight Financing Rate plus a spread of 0.70% to 1.40% based on an investment grade pricing grid. The revolving credit facility has a maturity date in October 2026 with an option to extend for two additional six-month periods. As of December 31, 2022, there was no outstanding balance under the revolving credit facility, while $4.3 million of capacity was used to support outstanding letters of credit. Unsecured Commercial Paper MAALP has established an unsecured commercial paper program whereby MAALP may issue unsecured commercial paper notes with varying maturities not to exceed 397 days. In September 2022, MAALP amended its commercial paper program to increase the maximum aggregate principal amount of notes that may be outstanding from time to time under the program from $500.0 million to $625.0 million. As of December 31, 2022, MAALP had $20.0 million outstanding under the commercial paper program. For the year ended December 31, 2022, the average daily borrowings outstanding under the commercial paper program were $34.9 million. Unsecured Senior Notes As of December 31, 2022, MAALP had $4.1 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 maturity in 2029. In September 2022, MAALP retired the remaining $125.0 million portion of its publicly issued unsecured senior notes due in December 2022. 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 in 2026 with interest payable semi-annually and a coupon rate of 1.100% per annum, or the 2026 Notes. MAALP also publicly issued $300 million in aggregate principal amount of unsecured senior notes maturing 2051 with interest payable semi-annually in arrears and a coupon rate of 2.875% per annum, or the 2051 Notes. Both the 2026 Notes and 2051 Notes are general unsecured senior obligations of MAALP and rank equally in right of payment with all other unsecured senior indebtedness of MAALP. The combined net proceeds of the offerings were $590.0 million, after deducting the combined original issue discounts and underwriting commissions totaling $10.0 million. In September 2021, MAALP retired $149.3 million of privately placed unsecured senior notes and $125.0 million of publicly issued unsecured senior notes. 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 expense (income)” in the accompanying Consolidated Statements of Operations. Secured Property Mortgages As of December 31, 2022, MAALP had $367.2 million of fixed rate conventional property mortgages with a weighted average maturity in 2048. In February 2021, MAALP retired a $118.6 million mortgage associated with eight apartment communities. F-24 Schedule of Maturities The following table includes scheduled principal repayments of MAALP’s outstanding borrowings as of December 31, 2022, as well as the amortization of debt issuance costs, discounts, premiums and fair market value adjustments (in thousands): 2023 2024 2025 2026 2027 Thereafter Total Maturities Amortization Total $ $ 370,000 400,000 403,861 300,000 600,000 2,363,293 4,437,154 $ $ (491) $ (1,158) (2,110) (2,798) (3,452) (12,242) (22,251) $ 369,509 398,842 401,751 297,202 596,548 2,351,051 4,414,903 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, 2022 and 2021 totaled $4.4 billion and $4.5 billion, respectively, and had estimated fair values of $3.9 billion and $4.8 billion (excluding prepayment penalties) as of December 31, 2022 and 2021, respectively. 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 carrying value of variable rate debt as of December 31, 2022 totaled $20.0 million and had an estimated fair value of $20.0 million as of December 31, 2022. As of December 31, 2021, the Company had no variable rate debt outstanding. The fair value of variable rate debt is 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, 2022, 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 inputs in the analysis, including trading data available on the preferred shares, estimated coupon yields on preferred stock instruments from REITs with similar credit ratings as MAA and treasury rates to estimate 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 expense (income)” in the accompanying Consolidated Statements of Operations. As of December 31, 2022 and 2021, the fair value of the embedded derivative was $13.4 million and $34.5 million, respectively. 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 valuations of its debt and embedded derivative held as of December 31, 2022 and 2021 were classified as Level 2 in the fair value hierarchy. The fair value of the Company’s marketable equity securities discussed in Note 1 is based on quoted market prices and are classified as Level 1 in the fair value hierarchy. Terminated Cash Flow Hedges of Interest As of December 31, 2022, the Company had $10.1 million recorded in “Accumulated other comprehensive loss”, or AOCL, related to realized losses associated with terminated interest rate swaps that were designated as cash flow hedging instruments prior to their termination. The realized losses associated with the terminated interest rate swaps are reclassified to interest expense as interest payments are made on the Company’s debt and will continue to be reclassified to interest expense until the debt’s maturity. During the next twelve months, the Company estimates an additional $1.3 million will be reclassified to earnings as an increase to “Interest expense.” F-25 Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated 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, 2022, 2021 and 2020, respectively (dollars in thousands): Derivatives in Cash Flow Hedging Relationships Terminated interest rate swaps Location of Loss Reclassified from AOCL into Income Interest expense Derivatives Not Designated as Hedging Instruments Preferred stock embedded derivative Location of (Loss) Gain Recognized in Earnings on Derivative Other non-operating expense (income) 7. Income Taxes Net Loss Reclassified from AOCL into Interest Expense 2021 2020 2022 $ $ (1,114) $ (1,114) $ (1,088) (Loss) Gain Recognized in Earnings on Derivative 2020 2021 2022 (21,107) $ (4,560) $ 2,562 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 TRSs generated taxable loss of $45.2 million for the year ended December 31, 2022 and taxable income of $51.8 million and $5.8 million for the years ended December 31, 2021 and 2020 and income tax benefit of $9.5 million for the year ended December 31, 2022 and income tax expense of $10.9 million and $0.8 million for the years ended December 31, 2021 and 2020. One of the Company’s TRSs generally provides the Company with services (property management services to a real estate joint venture and other services) for which the Company reimburses the TRS. In addition, one of the Company’s TRSs owns the investments in the technology-focused limited partnerships and marketable securities that generate investment income and losses. The investment income or loss is recognized for tax purposes at the time of sale or exchange of the investment. In addition to the TRSs income tax provision, income tax expense primarily relates to the Texas-based margin tax for all Texas apartment communities. Income tax benefit for the Company for the year ended December 31, 2022 was $6.2 million and income tax expense for the years ended December 31, 2021 and 2020 was $13.6 million and $3.3 million, respectively, and is presented in “Income tax benefit (expense)” in the accompanying Consolidated Statements of Operations. As of December 31, 2022 and 2021, the components of the Company’s TRSs deferred income tax assets and liabilities were as follows (dollars in thousands): December 31, 2022 December 31, 2021 Deferred tax asset: Other Deferred tax liability: Unrealized gain from limited partnerships Unrealized gain from marketable securities & other Total deferred tax liability Net deferred tax liability $ $ $ $ — $ 1,122 1,700 2,822 2,822 $ $ $ 328 12,946 246 13,192 12,864 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, 2022 and 2021. The TRSs have no reserve for uncertain tax positions for the years ended December 31, 2022 and 2021, and management does not believe there will be any material changes in the TRSs unrecognized tax positions over the next 12 months. If necessary, the TRSs accrue interest and penalties on unrecognized tax benefits as a component of income tax expense. Net Operating Loss Carryforwards As of December 31, 2022, the Company held federal net operating loss, or NOL, carryforwards of $54.2 million for income tax purposes that expire in the years 2023 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 2019 through 2022 are subject to examination by the Internal Revenue Service. No tax examination is currently in process. F-26 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, 2022, 2021 and 2020, dividends per share held for the entire year were estimated to be taxable as follows: 2022 2021 2020 Amount Percentage Amount Percentage Amount Percentage Ordinary income Capital gains Un-recaptured Section 1250 gains Total $ $ 4.44 0.23 0.01 4.68 95.03% $ 4.78% 0.19% 100% $ 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% 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, 2022, 115,480,336 shares of common stock of MAA and 3,164,933 OP Units (excluding the OP Units held by MAA) were issued and outstanding, representing a total of 118,645,269 common shares and units. 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. Preferred Stock As of December 31, 2022, MAA had one outstanding series of cumulative redeemable preferred stock which has the following characteristics: Description MAA Series I Outstanding Shares Liquidation Preference (1) 867,846 $ 50.00 Optional Redemption Date 10/1/2026 Redemption Price (2) $ 50.00 Stated Dividend Yield 8.50% $ Approximate Dividend Rate 4.25 (1) (2) 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 6,547 in 2022, 6,301 in 2021 and 8,259 in 2020 were acquired by participants under the DRSPP. MAA did not offer a discount for optional cash purchases in 2022, 2021 or 2020. 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. MAA 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 prior to the settlement date. No shares had been settled under the forward sale agreements as of December 31, 2022. The impact of the forward sale agreements was not dilutive to the Company’s diluted earnings per share for the years ended December 31, 2022 and 2021. In January 2023, MAA settled its two forward sale agreements with respect to a total of 1.1 million shares at a forward price per share of $185.23, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of MAA common stock and commissions paid to sales agents, for net proceeds of $203.7 million. F-27 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, 2022, 2021 and 2020 MAA did not sell any shares of common stock under its ATM program. As of December 31, 2022, 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, 2022, there were 118,645,269 OP Units outstanding, 115,480,336, 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 3,164,933 OP Units were Class A OP Units owned by Class A limited partners. As of December 31, 2021, there were 118,542,994 OP Units outstanding, 115,336,876, or 97.3%, of which were owned by MAA and 3,206,118 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, 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, 2022, a total of 3,164,933 Class A OP Units were outstanding and redeemable for 3,164,933 shares of MAA common stock, with an approximate value of $496.9 million, based on the closing price of MAA’s common stock on December 31, 2022 of $156.99 per share. 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. 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, 2022, 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, 2022, 867,846 units of the MAALP Series I preferred units were outstanding and owned by MAA. 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. F-28 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 $4.4 million, $4.1 million and $3.9 million, for the years ended December 31, 2022, 2021 and 2020, 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, 2022, 2021 and 2020 of $0.5 million, $0.1 million and $0.4 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, 2022, 2021 and 2020, directors deferred 6,122 shares, 6,944 shares and 10,593 shares of common stock, respectively, with weighted-average grant date fair values of $174.76, $164.23 and $111.19, 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. As of December 31, 2022, $0.7 million of mandatorily redeemable shares were recorded as a liability and classified in “Accrued expenses and other liabilities” in the Consolidated Balance Sheets. As of December 31, 2021, there was no liability related to mandatorily redeemable shares. 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 2022, 2021 or 2020. As of December 31, 2022, the ESOP held 123,687 shares with a fair value of $19.4 million. 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 negligible office and equipment operating leases. As of December 31, 2022, the Company’s operating leases had a weighted average remaining lease term of approximately 33 years and a weighted average discount rate of approximately 4.5%. F-29 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 liabilities recorded on the Consolidated Balance Sheets as of December 31, 2022 (in thousands): 2023 2024 2025 2026 2027 Thereafter Total minimum lease payments Net present value adjustments Right-of-use lease liabilities Legal Proceedings Operating Leases $ $ 2,885 2,862 2,872 2,920 2,969 57,024 71,532 (42,861) 28,671 In October 2022, six plaintiffs individually and on behalf of a purported class of plaintiffs, filed a complaint against RealPage, Inc., Greystar Real Estate Partners, LLC, Lincoln Property Co., FPI Management, Inc., MAA, Avenue5 Residential, LLC, Equity Residential, Essex Property Trust, Inc., Thrive Communities Management, LLC and Security Properties, Inc. in the United States District Court for the Southern District of California. The lawsuit alleges that RealPage and lessors of multifamily residential real estate conspired to artificially inflate the prices of multifamily residential real estate above competitive levels. The plaintiffs are seeking monetary damages and attorneys’ fees and costs and injunctive relief. We believe the lawsuit is without merit and will vigorously defend the action. The Company is unable to predict the outcome of this lawsuit given its early stage. While we do not believe that this matter will have a material adverse effect on our financial condition, we cannot give assurance that this matter will not have a material effect on our results of operations. The Company is subject to various other legal proceedings and claims that arise in the ordinary course of its business operations. While the resolution of these matters cannot be predicted with certainty, management does not currently believe that these 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. Matters that arise out of allegations of bodily injury, property damage and employment practices are generally covered by insurance. As of December 31, 2022 and 2021, the Company’s accrual for loss contingencies relating to unresolved legal matters, including the cost to defend, was $10.0 million and $5.2 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 negligible payable to MAA, its general partner, as of December 31, 2022 and 2021 that is eliminated in the preparation of MAA’s consolidated financial statements. 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, 2022, 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. The Company has aggregated its operating segments into two reportable segments as management believes the apartment communities in each reportable segment generally have 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 that have been disposed of or identified for disposition, communities that have experienced 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 and storm related expenses related to hurricanes. F-30 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 when achieving 90% average physical occupancy for 90 days. The chief operating decision maker utilizes NOI in evaluating the performance of the 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. Revenues and NOI for each reportable segment for the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands): 2022 2021 2020 $ $ $ 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 (expense) income Income tax benefit (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 $ 1,912,626 12,083 1,924,709 93,512 1,645 95,157 2,019,866 1,242,695 53,477 1,296,172 (542,998) (65,463) (58,833) (154,747) 214,762 809 (42,713) 6,208 1,579 (17,340) (3,688) 633,748 $ $ $ $ 1,683,380 11,854 1,695,234 81,822 1,026 82,848 1,778,082 1,061,572 45,345 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 $ $ $ $ Assets for each reportable segment as of December 31, 2022 and 2021 were as follows (in thousands): December 31, 2022 December 31, 2021 Assets: Same Store Non-Same Store and Other Corporate Total assets $ $ 9,692,674 1,375,936 172,555 11,241,165 $ $ 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 9,907,740 1,106,039 271,403 11,285,182 F-31 14. Real Estate Acquisitions and Dispositions During the year ended December 31, 2022, the Company acquired a 196-unit multifamily apartment community located in the Tampa, Florida market for approximately $73 million, a 344-unit multifamily apartment community located in the Charlotte, North Carolina market for approximately $140 million. The following table reflects the Company’s acquisition activity for the year ended December 31, 2022: Multifamily Acquisitions MAA Hampton Preserve II MAA LoSo Market Tampa, FL Charlotte, NC Units 196 344 Date Acquired July 2022 September 2022 During the year ended December 31, 2022, the Company acquired five land parcels for future development for approximately $59 million. Land Acquisitions MAA Florida Street Station MAA Packing District MAA Panorama MAA Nixie Alta 10th (1) Market Denver, CO Orlando, FL Denver, CO Raleigh, NC Charlotte, NC Acres 4 4 6 6 3 Date Acquired March 2022 May 2022 July 2022 November 2022 December 2022 (1) Represents a pre-purchase multifamily development. Approximately $10 million has been funded as of December 31, 2022, primarily related to land, with development expected to begin in the second half of 2023. MAA owns 95% of the joint venture that owns this property. During the year ended December 31, 2022, the Company closed on two dispositions in the Fort Worth, Texas market, one disposition in Maryland and one disposition in the Austin, Texas market. The Company received combined gross proceeds of approximately $325 million and recognized a combined gain on the sale of depreciable real estate assets of approximately $215 million. The following table reflects the Company’s disposition activity for the year ended December 31, 2022: Multifamily Dispositions MAA Deer Run MAA Oakbend Post Park Maryland Stassney Woods Market Fort Worth, TX Fort Worth, TX Maryland, MD Austin, TX Units 304 426 396 288 Date Sold June 2022 June 2022 October 2022 December 2022 During the year ended December 31, 2022, the Company closed on the disposition of two land parcels in the Huntsville, Alabama market for combined gross proceeds of approximately $1 million, resulting in the recognition of a negligible gain on the sale of non-depreciable real estate assets. Land Dispositions Colonial Promenade Colonial Promenade Market Huntsville, AL Huntsville, AL Acres 2 3 Date Sold April 2022 August 2022 F-32 Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P. Schedule III — Real Estate and Accumulated Depreciation December 31, 2022 (Dollars in thousands) $ Property 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 MAA Sky View MAA City Gate MAA Lyon's Gate MAA Fountainhead MAA Foothills MAA Midtown Phoenix MAA Old Town Scottsdale MAA Camelback SkySong MAA River North MAA Promenade MAA Westglenn MAA Tiffany Oaks MAA Lakewood Ranch MAA Indigo Point MAA Brandon MAA Coral Springs Paddock Club Gainesville Retreat at Magnolia Parke MAA Heathrow 220 Riverside Atlantic Crossing Coopers Hawk Hunters Ridge Deerwood Lakeside Lighthouse at Fleming Island Paddock Club Mandarin MAA Mandarin Lakes Tattersall at Tapestry Park Woodhollow MAA Lake Mary MAA Town Park MAA Town Park Reserve MAA Heather Glen MAA Randal Lakes MAA Robinson MAA Baldwin Park MAA Crosswater MAA Parkside MAA Lake Nona Sand Lake MAA Palm Harbor Club at Panama Beach MAA Twin Lakes Paddock Club Tallahassee Verandas at Southwood MAA Belmere MAA Hampton Preserve MAA Hampton Preserve II MAA Carrollwood MAA Bay View MAA Harbour Island MAA Hyde Park MAA Rocky Point MAA SoHo Square MAA Tampa Oaks MAA Seven Oaks MAA Windermere Location 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 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 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 Tampa, FL Wesley Chapel, FL Windermere, FL $ Encumbrances — — — — — — — — — — — — — — (1) — — — — — — — — — — — — — — — — — — — — — — — — — — — (2) — — — — — — — — — — — — — — — — — — — — — — — — (1) — — — (1) Initial Cost Land Buildings and Fixtures $ 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 8,077 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 6,003 18,101 7,046 5,669 7,880 7,635 6,900 893 3,091 1,480 3,600 852 6,233 10,796 927 4,541 16,296 16,891 35,260 5,190 2,891 3,051 2,711 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 61,863 7,355 28,381 116,193 95,259 153,102 56,296 19,055 42,768 36,710 Costs Capitalized Subsequent to Acquisition Gross Amount carried as of December 31, 2022 Land Buildings and Fixtures Total (3) $ 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 8,077 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 6,003 18,101 7,046 5,669 7,880 7,635 6,900 893 3,091 1,480 3,600 852 6,233 10,796 927 4,541 16,296 16,891 35,260 5,190 2,891 3,051 2,711 $ 32,762 29,213 38,018 12,697 31,607 47,523 27,344 32,558 15,555 39,562 17,676 31,134 31,581 59,922 53,771 74,239 60,522 25,209 60,299 70,277 104,015 74,751 15,529 48,454 15,500 35,383 55,593 21,595 17,948 41,815 44,895 22,898 12,343 20,117 21,949 41,767 19,410 28,200 39,187 24,717 67,562 64,704 11,203 66,264 100,629 91,543 150,000 55,171 59,617 48,905 55,998 31,706 19,920 52,983 19,819 28,652 15,852 74,661 62,089 14,324 31,198 134,261 106,885 172,721 57,833 23,111 46,758 40,325 35,403 32,975 41,421 13,549 34,819 52,467 29,084 36,160 16,845 43,484 20,344 35,353 39,482 72,134 66,512 83,240 68,342 28,821 60,299 84,777 128,126 82,828 16,553 51,434 16,667 38,279 65,193 23,395 19,988 45,916 47,276 26,898 13,197 21,650 23,379 45,814 20,821 31,057 45,604 26,395 73,908 70,446 14,684 70,926 109,488 97,546 168,101 62,217 65,286 56,785 63,633 38,606 20,813 56,074 21,299 32,252 16,704 80,894 72,885 15,251 35,739 150,557 123,776 207,981 63,023 26,002 49,809 43,036 Accumulated Depreciation (4) (12,558) $ (12,345) (14,803) (9,456) (12,678) (17,136) (17,406) (13,057) (5,800) (16,136) (8,433) (11,675) (15,332) (12,011) (29,123) (6,550) (22,364) (9,323) (12,397) (12,658) (15,137) (5,127) (11,907) (17,807) (10,795) (24,967) (32,102) (12,753) (7,236) (16,572) (8,637) (9,074) (9,551) (14,982) (17,272) (25,649) (11,264) (14,456) (15,105) (19,523) (21,284) (26,705) (4,629) (25,362) (20,243) (6,738) (37,061) (12,200) (14,009) (18,079) (4,379) (15,294) (12,213) (20,242) (15,133) (8,651) (11,564) (26,641) (1,000) (10,363) (7,670) (33,930) (26,730) (43,106) (12,649) (10,868) (17,816) (14,247) Land $ $ Buildings and Fixtures 3,920 $ 7,134 6,205 5,030 6,445 8,850 17,192 3,624 3,317 8,585 3,099 4,879 4,399 3,217 6,070 74,239 8,895 4,936 4,551 41,377 22,698 74,751 6,310 8,224 5,000 9,272 15,589 5,716 1,610 6,131 9,381 3,403 4,843 6,282 9,066 6,715 4,443 21,725 3,118 9,538 26,023 8,142 892 9,276 50,076 91,543 5,800 2,586 9,863 7,730 55,998 5,093 5,644 5,190 15,014 2,738 8,185 5,126 226 6,969 2,817 18,068 11,626 19,619 1,537 4,056 3,990 3,615 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — F-33 Net $ Date of Construction Date Acquired 22,845 20,630 26,618 4,093 22,141 35,331 11,678 23,103 11,045 27,348 11,911 23,678 24,150 60,123 37,389 76,690 45,978 19,498 47,902 72,119 112,989 77,701 4,646 33,627 5,872 13,312 33,091 10,642 12,752 29,344 38,639 17,824 3,646 6,668 6,107 20,165 9,557 16,601 30,499 6,872 52,624 43,741 10,055 45,564 89,245 90,808 131,040 50,017 51,277 38,706 59,254 23,312 8,600 35,832 6,166 23,601 5,140 54,253 71,885 4,888 28,069 116,627 97,046 164,875 50,374 15,134 31,993 28,789 2009 2010 1996/97 1986 2007 1990 1993 2000 2008 2000 2007 2002 2007 2015 2005 2021 1994/95 1999 2014 2018 2017/19 2021 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 2021 2011 2013 1999 2006 2021 2000 2000 2005 1992 2003 1984 2012 2021 1980 1997 1997 1994 1994-1996 2012 2005 2004 2009 2011 2013 2013 1998 2013 2013 1997 2013 2013 2013 2009 2013 2008 2016 2006 2019 2013 2013 2015 2016 2018 2018 1996 2013 2000 1997 2004 1998 2011 2013 2012 2011 1995 1997 1996 2003 1998 1995 2011 1997 2013 2013 2013 2013 2013 2018 2016 2016 2016 2012 2019 2009 1998 2013 1997 2011 1994 2013 2022 1998 2016 2016 2016 2016 2016 2008 2013 2013 Initial Cost Costs Capitalized Subsequent to Acquisition Gross Amount carried as of December 31, 2022 Property Location Encumbrances Land Buildings and Fixtures Land MAA Briarcliff 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 Stonemill Village Market Station The Denton MAA Beaver Creek MAA Hermitage MAA 900 Waterford MAA 1225 MAA Ayrsley MAA Ballantyne MAA Beverly Crest MAA Chancellor Park MAA City Grand MAA Enclave MAA Gateway MAA Legacy Park MAA LoSo MAA Prosperity Creek MAA Reserve MAA South Line MAA South Park MAA South Tryon MAA University Lake MAA Uptown MAA Cornelius MAA Patterson MAA Research Park MAA Duke Forest MAA Huntersville MAA Fifty-One MAA Matthews Commons MAA Arringdon MAA Brierdale MAA Brier Falls MAA Crabtree 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 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 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) — — — — — — — — — — — — — — — — — — — — — — — — — — 3,861 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 24,614 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 14,600 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 2,241 114,921 106,463 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 28,272 108,076 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 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Buildings and Fixtures 8,969 12,427 7,631 11,480 62,859 5,476 6,402 10,242 8,196 5,634 41,507 8,164 2,279 5,966 11,743 7,852 6,853 3,731 7,501 9,022 7,024 4,506 5,042 5,054 12,687 9,028 4,286 4,646 3,030 5,745 3,264 8,367 2,932 4,413 6,568 11,848 3,163 8,079 2,881 4,385 5,155 10,935 5,063 29,563 4,320 5,904 5,482 32,753 17,821 5,628 5,652 6,942 1,996 2,482 14,008 4,703 16,514 3,660 14,306 5,720 9,981 3,625 6,746 7,750 2,700 4,961 6,528 3,080 4,707 7,067 3,321 6,114 4,450 4,107 3,953 F-34 Land Buildings and Fixtures Total (3) Accumulated Depreciation (4) Net 24,614 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 14,600 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 2,241 123,890 118,890 60,389 31,324 73,809 88,440 54,456 66,335 59,275 171,206 85,507 39,605 57,543 40,243 101,112 65,671 36,904 19,438 39,707 41,224 31,035 18,085 24,200 28,802 53,681 54,921 33,526 30,832 33,923 41,199 28,126 45,230 11,155 15,992 31,883 85,581 43,777 39,604 6,580 10,627 13,252 21,453 51,304 80,502 39,183 14,003 25,732 55,095 69,940 50,445 29,656 34,958 19,495 21,466 71,452 32,975 124,590 31,373 58,588 64,515 75,498 23,114 38,135 37,828 31,851 32,087 44,210 18,689 36,655 28,897 31,857 37,248 54,652 53,017 22,387 148,504 147,938 71,557 39,957 87,459 118,663 70,255 84,242 73,153 195,082 92,507 46,461 69,517 51,268 124,877 84,267 36,904 21,398 43,692 47,977 34,875 22,434 26,259 35,663 60,391 59,785 36,626 36,493 35,673 42,999 29,626 47,671 13,676 17,280 34,747 99,991 47,277 41,628 6,991 11,321 14,152 22,622 57,118 86,022 46,674 14,903 29,732 64,707 72,421 66,661 32,817 40,269 21,115 22,927 88,980 35,866 139,190 35,964 63,216 83,350 96,367 25,374 41,385 48,716 36,422 34,677 48,411 21,960 40,906 31,968 35,547 43,649 62,024 59,589 24,628 (29,370) (30,415) (21,806) (12,048) (10,838) (21,115) (13,357) (16,456) (14,489) (44,660) (12,839) (18,083) (13,196) (8,828) (27,479) (17,444) (9,729) (8,764) (17,379) (17,127) (18,307) (9,518) (10,317) (11,152) (31,221) (22,042) (11,569) (14,059) (13,044) (15,627) (11,019) (17,115) (4,504) (12,034) (17,249) (25,375) (8,829) (23,148) (5,341) (8,512) (10,806) (16,841) (17,838) (15,043) (14,556) (10,466) (14,535) (16,535) (24,224) (12,287) (11,025) (13,590) (7,031) (7,402) (17,261) (12,704) (1,168) (12,399) (13,174) (14,284) (18,620) (9,038) (15,244) (8,716) (13,018) (12,277) (16,977) (8,246) (14,644) (12,757) (12,493) (14,224) (20,473) (19,323) (8,013) Date of Construction 1996 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 2021 2005 2013 2009 1996 2002 1998 2000 2009 1997 2002 1985 2008 2008 2008 2003 2010 2008 1997 Date Acquired 2016 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 2022 2013 2013 2016 2016 2013 2013 2016 2013 2013 2013 2013 2013 2013 2013 2013 2013 2013 2013 119,134 117,523 49,751 27,909 76,621 97,548 56,898 67,786 58,664 150,422 79,668 28,378 56,321 42,440 97,398 66,823 27,175 12,634 26,313 30,850 16,568 12,916 15,942 24,511 29,170 37,743 25,057 22,434 22,629 27,372 18,607 30,556 9,172 5,246 17,498 74,616 38,448 18,480 1,650 2,809 3,346 5,781 39,280 70,979 32,118 4,437 15,197 48,172 48,197 54,374 21,792 26,679 14,084 15,525 71,719 23,162 138,022 23,565 50,042 69,066 77,747 16,336 26,141 40,000 23,404 22,400 31,434 13,714 26,262 19,211 23,054 29,425 41,551 40,266 16,615 Initial Cost Costs Capitalized Subsequent to Acquisition Gross Amount carried as of December 31, 2022 Property MAA Trinity MAA Hue MAA Wade Park MAA Preserve MAA Providence 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 Fairways Colonial Village at Windsor Place Highland Ridge Howell Commons Innovation 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 MAA Murfreesboro MAA Acklen MAA Indian Lake MAA Kennesaw Farms MAA Brentwood MAA Charlotte Ave MAA Bellevue MAA Nashville West MAA Monthaven Park MAA Park MAA Cool Springs MAA Sam Ridley MAA Balcones Woods MAA Canyon Creek MAA Canyon Pointe MAA Double Creek MAA Onion Creek MAA Wells Branch MAA Quarry Oaks MAA Sunset Valley MAA Western Oaks MAA Barton Creek MAA Park Mesa MAA South Lamar MAA West Austin MAA Brushy Creek MAA East Austin MAA Barton Skyway MAA Windmill Hill MAA Shoal Creek MAA Willow Creek MAA Hebron MAA Cedar park Grand Cypress MAA Medical District MAA Highlands North Location 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 Cypress, TX Dallas, TX Dallas, TX Encumbrances — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — (1) — — — (2) — — — — (1) — — — — — — — — — — — Land Buildings and Fixtures Land 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 1,405 5,006 4,982 3,109 4,231 7,232 3,881 4,050 988 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 12,769 — 27,377 33,488 42,237 56,640 24,267 33,779 8,893 Buildings and Fixtures 6,490 3,169 28,989 28,420 3,548 3,302 6,259 2,973 18,164 6,127 9,085 6,483 8,059 3,627 7,335 3,439 5,080 3,115 5,079 2,998 3,776 5,315 3,396 1,390 7,657 5,990 2,609 2,672 5,407 3,796 7,874 7,380 4,861 5,403 10,975 19,257 3,922 49,127 5,015 2,580 3,576 5,383 9,633 2,782 8,288 11,031 8,294 9,574 54,391 5,479 11,762 3,734 4,550 2,248 4,178 4,040 13,484 6,029 4,827 4,875 2,534 28,794 3,450 6,489 15,444 13,750 55,114 6,145 11,042 2,814 7,042 4,749 4,600 4,963 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — F-35 Land Buildings and Fixtures Total (3) 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 1,405 5,006 4,982 3,109 4,231 7,232 3,881 4,050 988 51,628 33,079 127,277 50,400 32,555 33,128 31,902 6,826 81,923 34,772 31,875 26,574 32,156 43,057 23,895 11,646 19,243 7,452 16,819 55,024 14,576 8,240 8,770 67,936 14,926 39,956 21,275 9,176 14,594 30,091 18,506 16,334 6,818 12,819 21,312 39,740 5,063 65,170 19,789 61,486 31,629 27,826 20,372 57,262 72,484 44,704 37,196 24,374 54,391 33,787 26,160 35,871 24,751 31,623 37,188 36,323 47,945 17,422 54,166 26,372 22,362 102,887 52,293 30,498 21,613 26,519 55,114 33,522 44,530 45,051 63,682 29,016 38,379 13,856 56,860 36,769 146,711 56,231 37,250 37,219 36,811 7,253 100,602 38,382 35,846 31,145 33,076 51,888 25,735 12,556 20,564 7,934 18,123 59,461 15,776 8,600 9,353 73,363 16,022 42,736 22,491 9,899 16,697 32,891 19,637 17,306 7,035 13,636 22,460 41,238 5,241 68,577 20,704 74,247 36,579 31,282 21,563 65,160 89,677 47,667 39,932 25,898 61,061 37,137 27,758 39,492 28,529 34,754 42,090 40,045 52,566 20,572 63,266 35,055 27,015 123,429 60,098 33,398 23,894 27,924 60,120 38,504 47,639 49,282 70,914 32,897 42,429 14,844 Accumulated Depreciation (4) (20,635) (10,946) (32,932) (24,502) (15,711) (12,851) (12,919) (5,864) (13,880) (12,877) (12,322) (11,364) (12,227) (9,365) (17,424) (9,802) (8,266) (5,538) (13,062) (11,962) (10,897) (6,487) (6,834) (6,062) (11,415) (14,740) (9,172) (7,319) (7,193) (15,548) (10,094) (8,909) (4,336) (9,350) (16,485) (30,300) (3,790) (34,654) (11,825) (11,433) (12,092) (11,570) (15,116) (9,597) (22,880) (24,992) (22,630) (19,128) (14,953) (14,112) (17,296) (13,724) (10,202) (12,240) (14,725) (13,258) (18,074) (9,644) (19,917) (6,606) (5,285) (22,265) (15,096) (16,710) (10,641) (14,611) (1,399) (13,546) (18,055) (16,154) (23,982) (8,275) (12,937) (9,966) Net Date of Construction Date Acquired 36,225 25,823 113,779 31,729 21,539 24,368 23,892 1,389 86,722 25,505 23,524 19,781 20,849 42,523 8,311 2,754 12,298 2,396 5,061 47,499 4,879 2,113 2,519 67,301 4,607 27,996 13,319 2,580 9,504 17,343 9,543 8,397 2,699 4,286 5,975 10,938 1,451 33,923 8,879 62,814 24,487 19,712 6,447 55,563 66,797 22,675 17,302 6,770 46,108 23,025 10,462 25,768 18,327 22,514 27,365 26,787 34,492 10,928 43,349 28,449 21,730 101,164 45,002 16,688 13,253 13,313 58,721 24,958 29,584 33,128 46,932 24,622 29,492 4,878 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 1977 N/A 1996 1996 2011 2005 2008 2007 1986 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 1997 2020 2013 2013 2013 2013 2013 2013 1998 Initial Cost Costs Capitalized Subsequent to Acquisition Gross Amount carried as of December 31, 2022 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 MAA Park Point Cascade at Fall Creek MAA Bella Casita MAA Valley Ranch MAA Las Colinas MAA Remington Hills MAA Times Square MAA Stonebridge Ranch MAA Market Center MAA Highwood MAA Los Rios MAA Boulder Ridge MAA Copper Ridge MAA Ashton Oaks MAA Round Rock MAA 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 in Hampton Woods 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 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 Houston, TX Humble, TX Irving, TX Irving, TX Irving, TX Irving, 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. Encumbrances — — — — — — — — — — — — — (1) — — — — — — — — — — — — — — — — (1) — (2) — — — — — (2) — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Land Buildings and Fixtures Land 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 9,031 5,985 2,521 5,072 3,902 4,390 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 28,058 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 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Buildings and Fixtures 6,749 4,317 65,132 11,682 10,192 847 27,846 4,139 5,412 2,039 5,114 2,332 6,934 1,468 9,735 4,462 6,339 2,641 3,225 9,661 2,756 5,175 4,787 2,177 4,776 9,288 4,509 6,288 2,942 3,280 45,861 5,880 5,855 15,799 4,259 15,976 6,575 4,295 6,835 3,971 8,238 9,126 48,957 4,384 4,604 5,529 4,601 3,235 5,565 4,482 5,634 4,985 4,735 2,275 4,716 4,483 4,247 42,108 3,229 4,597 3,667 9,095 6,781 5,803 4,058 5,724 7,249 15,843 5,829 3,955 F-36 Land Buildings and Fixtures Total (3) Accumulated Depreciation (4) Net 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 9,031 5,985 2,521 5,072 3,902 4,390 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 28,989 45,408 131,703 51,809 53,460 5,216 217,265 18,522 63,507 9,949 43,036 34,788 62,211 15,122 42,948 18,900 36,387 37,718 29,294 39,418 26,238 24,241 20,617 35,543 70,245 98,858 19,316 26,216 43,294 66,044 45,861 45,891 32,287 53,196 44,950 37,798 34,633 23,823 117,540 11,754 37,061 36,056 48,957 40,625 49,983 22,017 31,583 39,994 51,523 29,474 10,824 20,831 9,585 38,964 36,057 53,179 25,924 74,191 54,307 26,275 22,575 17,284 36,002 42,284 17,423 34,728 42,847 51,979 160,138 73,967 31,719 50,424 146,548 86,574 67,173 7,927 229,573 31,552 70,641 14,340 69,281 45,121 68,786 23,902 77,922 19,860 42,840 39,889 32,534 41,769 29,703 26,383 22,678 42,769 81,748 117,896 20,796 28,184 51,505 79,151 54,892 51,876 34,808 58,268 48,852 42,188 35,763 27,857 134,434 12,618 40,334 39,438 53,123 46,136 54,674 24,578 33,963 44,251 56,934 33,474 11,400 22,749 10,124 50,008 41,337 64,169 30,766 88,681 67,132 31,126 27,236 18,793 42,735 47,324 22,184 40,749 47,777 62,091 189,866 81,631 (15,308) (17,601) (30,454) (13,282) (12,008) (1,295) (52,494) (5,369) (16,258) (2,853) (10,931) (7,862) (15,059) (3,952) (11,545) (10,962) (14,850) (13,092) (12,334) (14,886) (8,844) (15,171) (10,569) (9,253) (20,468) (24,750) (9,867) (13,867) (9,325) (12,234) (2,937) (22,501) (12,729) (22,764) (15,209) (14,291) (14,936) (7,450) (24,535) (8,695) (23,072) (20,076) (12,245) (15,472) (18,627) (9,252) (12,997) (8,876) (18,624) (13,243) (6,988) (11,852) (7,054) (8,998) (13,941) (13,532) (9,146) (22,523) (12,486) (10,260) (8,778) (12,605) (14,448) (9,230) (7,484) (13,537) (16,853) (10,159) (37,099) (17,218) Date of Construction 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 N/A 2007 2007 1997 2006 1984 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 Date Acquired 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 2018 2007 2010 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 16,411 32,823 116,094 73,292 55,165 6,632 177,079 26,183 54,383 11,487 58,350 37,259 53,727 19,950 66,377 8,898 27,990 26,797 20,200 26,883 20,859 11,212 12,109 33,516 61,280 93,146 10,929 14,317 42,180 66,917 51,955 29,375 22,079 35,504 33,643 27,897 20,827 20,407 109,899 3,923 17,262 19,362 40,878 30,664 36,047 15,326 20,966 35,375 38,310 20,231 4,412 10,897 3,070 41,010 27,396 50,637 21,620 66,158 54,646 20,866 18,458 6,188 28,287 38,094 14,700 27,212 30,924 51,932 152,767 64,413 Initial Cost Costs Capitalized Subsequent to Acquisition Gross Amount carried as of December 31, 2022 Location Washington D.C. Washington D.C. Washington D.C. Jacksonville, FL Orlando, 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. Phoenix, AZ Atlanta, GA Salt Lake City, UT Denver, CO Raleigh, NC Tampa, FL Property Post Fallsgrove MAA National Landing Post Tysons Corner Total Residential Properties 220 Riverside Retail MAA Parkside Retail MAA Robinson Retail MAA Harbour Island Retail MAA Rocky Point Retail MAA 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 MAA Hue Retail MAA Wade Park Retail The Greene Retail MAA 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 Total Retail / Commercial Properties Novel Val Vista Novel West Midtown Novel Daybreak MAA Milepost 35 MAA Nixie MAA Breakwater 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 Encumbrances Land Buildings and Fixtures Land — — — 3,861 — — — — — — (1) — — — — — — — — — — — — — — — — — — — — — — — — — — (1) — — — — — — — — — — — — — 3,861 — — — — 17,524 30,452 30,776 1,874,523 119 742 — 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 31,487 7,285 7,000 7,025 12,572 8,897 23,514 66,293 1,972,303 64,312 36,061 — 100,373 58,896 125,091 82,021 9,907,359 2,902 11,924 563 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 7,930 171,285 — — — — — — — 10,078,644 — — 36,695 36,695 $ 3,861 $ 2,072,676 $ 10,115,339 $ Buildings and Fixtures 5,721 17,716 10,584 2,784,336 923 1,345 166 354 406 50 1,004 22 11,725 2,637 33 1,704 795 249 81 287 25 173 100 102 — 673 687 449 422 1,480 2,561 84 677 673 99 446 533 67 202 4,804 120 36,158 52,363 65,536 67,170 32,604 4,548 9,723 231,944 3,052,438 — 6,205 — 6,205 Land Buildings and Fixtures Total (3) Accumulated Depreciation (4) Net Date of Construction Date Acquired 17,524 30,452 30,776 1,874,523 119 742 — 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 31,487 7,285 7,000 7,025 12,572 8,897 23,514 66,293 1,972,303 64,312 36,061 — 100,373 64,617 142,807 92,605 12,691,695 3,825 13,269 729 4,669 457 4,083 4,469 1,111 33,833 4,977 1,001 10,150 5,234 448 1,511 1,576 1,169 1,661 2,229 4,654 — 3,745 7,280 6,431 917 5,760 23,947 800 11,322 3,987 4,982 3,780 16,538 2,347 388 6,114 8,050 207,443 52,363 65,536 67,170 32,604 4,548 9,723 231,944 13,131,082 — 6,205 36,695 42,900 82,141 173,259 123,381 14,566,218 3,944 14,011 729 5,055 491 4,351 5,336 1,537 43,513 5,866 2,093 13,558 5,934 500 1,829 2,046 1,488 2,951 2,229 4,971 — 4,166 8,059 8,012 1,025 7,155 24,395 1,147 12,004 5,052 5,447 3,930 17,860 2,347 434 6,367 9,098 238,930 59,648 72,536 74,195 45,176 13,445 33,237 298,237 15,103,385 64,312 42,266 36,695 143,273 (15,716) (34,180) (21,184) (4,226,114) (436) (3,157) (22) (1,062) (253) (1,334) (1,420) (273) (9,232) (1,125) (485) (2,865) (1,230) (192) (371) (375) (278) (405) (330) (1,445) — (836) (1,959) (1,461) (206) (1,713) (6,181) (237) (2,669) (907) (1,118) (846) (3,879) (558) (151) (1,475) (1,902) (52,388) — — — — — — — (4,278,502) — — (24,245) (24,245) 66,425 139,079 102,197 10,340,104 3,508 10,854 707 3,993 238 3,017 3,916 1,264 34,281 4,741 1,608 10,693 4,704 308 1,458 1,671 1,210 2,546 1,899 3,526 — 3,330 6,100 6,551 819 5,442 18,214 910 9,335 4,145 4,329 3,084 13,981 1,789 283 4,892 7,196 186,542 59,648 72,536 74,195 45,176 13,445 33,237 298,237 10,824,883 64,312 42,266 12,450 119,028 2003 2001 1990 2015 1999 2021 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 N/A N/A N/A N/A N/A N/A 2016 2016 2016 2019 2016 2018 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 2020 2021 2021 2022 2022 2022 N/A N/A Various Various Various Various $ 3,058,643 $ 2,072,676 $ 13,173,982 $ 15,246,658 $ (4,302,747) $ 10,943,911 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — (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 $12.2 billion (unaudited) as of December 31, 2022. 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-37 Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P. Schedule III — Real Estate and Accumulated Depreciation Years ended December 31, 2022, 2021 and 2020 The following table summarizes the Company’s changes in real estate investments and accumulated depreciation for the years ended December 31, 2022, 2021 and 2020 (dollars in thousands): Real estate investments: Balance at beginning of year Acquisitions (1) Less: fair market value 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 2022 2021 2020 $ $ $ $ 14,704,237 272,342 (1,505) 469,661 (198,077) 15,246,658 3,848,161 540,708 (86,122) 4,302,747 $ $ $ $ 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 (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-38 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 MAA LoSo Exchange, LLC 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 14, 2023, 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, 2022. /s/ Ernst & Young LLP Memphis, Tennessee February 14, 2023 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 14, 2023, 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, 2022. EXHIBIT 23.2 /s/ Ernst & Young LLP Memphis, Tennessee February 14, 2023 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 14, 2023 /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 14, 2023 /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 14, 2023 /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 14, 2023 /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, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Eric Bolton, Jr., Chairman of the Board of Directors 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 14, 2023 /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, 2022, 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 14, 2023 /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, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Eric Bolton, Jr., Chairman of the Board of Directors 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 14, 2023 /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, 2022, 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 14, 2023 /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) DEBORAH CAPLAN Executive Vice President, Human Resources and Corporate Services, NextEra Energy, Inc. Committees: Compensation; Real Estate Investment 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 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 2023 ANNUAL MEETING OF SHAREHOLDERS MAA plans to hold its 2023 Annual Meeting of Shareholders virtually on Tuesday, May 16, 2023, 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. 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 PHILIP W. NORWOOD1 Chairman, Pacolet Milliken Enterprises, Inc.; Principal, Haviland Capital, LLC; Past President and Chief Executive Officer, Faison Enterprises, Inc. Committees: Compensation (Chairman); Real Estate Investment 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 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) 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, 2022, 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. 1Due to MAA’s age limitation, Mr. Norwood is ineligible to be nominated for re-election at the 2023 Annual Meeting of Shareholders. 6815 Poplar Avenue, Suite 500 Germantown, TN 38138 www.maac.com C N , e t t o l r a h C | o S o L A A M s e g a m : I r e v o C 8 2022 MAA ANNUAL REPORT 

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