MAA 10-K & 10-Q changes, risk factors and insider trading

General economic conditions in the U.S. have fluctuated in recent quarters,years, and concerns persist regarding negative macroeconomic conditions, such as inflation and the labor market. Unfavorable market and economic conditions may significantly affect our occupancy levels, our rental rates and collections, the value of our properties and our ability to acquire or dispose of properties on economically favorable terms. Our ability to lease our properties at favorable rates is adversely affected by the increase in supply in the multifamily and other rental markets and is dependent upon the overall level in the economy, which is adversely affected by, among other things, job losses and unemployment levels, personal debt levels, a downturn in the housing market, stock market volatility, inflationary conditions and uncertainty about the future. Some of our major expenses generally do not decline when rents decline. We would expect that declines in our occupancy levels, rental revenues and/or the values of our properties 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 properties include the following, among others:

Operations from new acquisitions, development projectsprojects, redevelopment activities, and redevelopmentplatform activitiesinitiatives may fail to perform as expected.

We intend to continue 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.

To reduce the risk of disruption from the planned retirement and unexpected departure of long-term employees and board members, we engage in succession planning to identify and develop in-house candidates for leadership and key executive positions within the company, recruit talented associates to fill areas of expertise needed within the company, and continually assess the needs of MAA’s Board of Directors to ensure stable governance of the company. In the last threefew years, we have transformed our executive team by elevating several internal candidates to thekey officesleadership of Chief Executive Officer (effective April 1, 2025), President, Chief Financial Officer, Chief Administrative Officer, Chief Strategy and Analysis Officer and Chief Technology and Innovation Officer.positions. Such significant changeschange over a relatively short period of time could result in unintended negative effects, such as creating employee dissatisfaction that could affect retention of other key employees or impacting short-term strategic initiatives, which could adversely affect our business.

As of December 31, 2024,2025, we had seveneight development communities under construction representing 2,3122,522 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:

As an owner, operator and developer of multifamily apartment communities, we may become involved in various legal proceedings, including, 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, we arerecently currentlyentered into a defendant,settlement amongagreement otherto companies, insettle lawsuits filed by plaintiffs individually and on behalf of a purported class of plaintiffs alleging that RealPage, Inc. and many of the largest owners and operators of apartment communities in the country, including us, conspired to artificially inflate themultifamily residential rental prices of multifamily rents above competitive levels using RealPage’s revenue management software in violation of state and federal antitrust laws. Similarly, anotherother lawsuitlawsuits alleging violations of theantitrust Districtand of Columbia’s antitrustother laws hashave been filed by the District of Columbia and the Commonwealth of Kentucky against RealPage and a number of large apartment community owners and operators, including us. For more detail on these lawsuits,legal proceedings, see Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K.

To the extent a disease outbreak or other public health event adversely affects our business, financial condition, results of operations and cash flows, it may also have the effect of heightening many of the other riskrisks described in this Annual Report on Form 10-K.

Though MAA’s 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 MAA’s Board of Directors may consider relevant. MAA’s Board of Directors may modify ourMAA’s dividend policy from time to time.

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 U.S. As of December 31, 2024,2025, we owned and operated 293 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. In addition, as of December 31, 2024,2025, we had seveneight development communities under construction, and 35 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, 2024.2025.

For the year ended December 31, 2024,2025, net income available for MAA common shareholders was $523.9$443.2 million as compared to $549.1$523.9 million for the year ended December 31, 2023.2024. Results for the year ended December 31, 2025 included $72.1 million of gain related to the sale of depreciable real estate assets, $6.1 million of non-cash gain, net of tax, from investments, $4.6 million in net casualty gain and $1.1 million of non-cash gain related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares, partially offset by $61.9 million of legal costs and settlements. Results for the year ended December 31, 2024 included $55.0 million of gain related to the sale of depreciable real estate assets, $11.2 million of gain on the consolidation of a third-party development, $9.3 million in net casualty gain and $6.1 million of non-cash gain, net of tax, from investments, partially offset by $18.8 million of non-cash loss related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares and $9.4 million of legal costs and settlements. Results for the year ended December 31, 2023 included $18.5 million of non-cash gain related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares and $3.5 million of non-cash gain, net of tax, from investments. Revenues for the year ended December 31, 20242025 increased 2.0%0.8% as compared to the year ended December 31, 2023,2024, driven by aan 44.7%18.9% increase in our Non-Same Store and Other segment. Property operating expenses, excluding depreciation and amortization, for the year ended December 31, 20242025 increased by 6.8%2.2% as compared to the year ended December 31, 2023,2024, driven by a 3.9%2.0% increase in our Same Store segment and 71.8%4.3% increase in our Non-Same Store and Other segment. The primary drivers of these changes are discussed in the “Results of Operations” section.

During the year ended December 31, 2024,2025, the change in revenue growth for our Same Store segment continued to bewas primarily driven by growth in average effective rent per unit. The average effective rent per unit for our Same Store segment increaseddecreased to an average effective rent per unit of $1,688$1,690 for the year ended December 31, 20242025 as compared to $1,684$1,698 for the year ended December 31, 2023.2024. This represents ana increasedecrease of 0.3%0.5% for the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024. 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.

Demand for apartments in our markets was strongsolid during 2024,2025, whichas contributedevidenced toby theimproving steadyoccupancy absorptionand ofblended thepricing record-leveltrends, volumesolid oftraffic newpatterns supplyand deliveredlead duringvolumes thealong year, which we believe has now peaked. The strong demand resulted inwith record low resident turnover, steady occupancy and strong renewal pricing and collections.turnover. We believe demand for apartments is primarily driven by general economic conditions in our markets and is particularly correlated to job growth, population growth, household formationformation, in-migration and in-migrationhousing affordability over the long term. We continue to monitor pressures surrounding housing supply, inflation trends and general economic conditions. A worsening of the current environment could contribute to uncertain rent collections going forward, suppress demand for apartments and could drive lower rent pricinggrowth on new leases and renewals than what we achieved in the year ended December 31, 2024.2025. New supply deliveries, while still elevated by historical standards, continue to be absorbed in a steady manner as the demand for apartment housing remains solid. We believe that in calendar year 2025 we will continue to see continueda decline in the amount of new apartment deliveries impactingin ourcalendar portfolioyear and we will enter a new multi-year cycle with demand outpacing supply.2026.

Access to the financial markets remains available for high-credit rated borrowers, such as ourselves. OverallHowever, overall borrowing costs remain at elevated levels as compared to our in-place fixed rate debt, and we expect this trend to continue. As of December 31, 2024,2025, we had $250.0$676.0 million of variable rate debt outstanding under our commercial paper program. Our continued exposure to elevated interest rates willis beprimarily aattributable resultto ofexisting additional variable ratevariable-rate borrowings orand any future financing and refinancing activities.

The increase in property revenues for our Non-Same Store and Other segment for the year ended December 31, 20242025 as compared to the year ended December 31, 20232024 was the primary driver of total property revenue growth. The Same Store segment generated a 0.5%0.1% increasedecrease in revenues for the year ended December 31, 2024,2025, primarily the result of a decrease in average effective rent per unit growth of 0.3%0.5% as compared to the year ended December 31, 2023.2024. The increase in property revenues from the Non-Same Store and Other segment for the year ended December 31, 20242025 as compared to the year ended December 31, 20232024 was primarily the result of increased revenues from completed development communities and recently acquired communities.

The increase in property operating expenses for our Same Store segment for the year ended December 31, 20242025 as compared to the year ended December 31, 20232024 was primarily driven by increases in personnel expense of $7.6$7.2 million, real estate taxutilities expense of $5.3 million, utilitiesbuilding repair and maintenance expense of $4.6 million, office operations expense of $4.6 million, insurance expense of $2.4$2.5 million, and marketing expense of $2.3$1.5 million, partially offset by a decrease in property tax expense of $2.2 million. The increase in property operating expenses from the Non-Same Store and Other segment for the year ended December 31, 20242025 as compared to the year ended December 31, 20232024 was primarily the result of increased expenses from completed development communities and recently acquired communities.

Depreciation and amortization expense for the year ended December 31, 20242025 was $585.6$622.3 million, an increase of $20.6$36.7 million as compared to the year ended December 31, 2023.2024. The increase in depreciation and amortization expense for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily driven by the recognition of depreciation expense associated with our completed development communities and capital spend activities made in the normal course of business during the year ended December 31, 2024,2025, partially offset from decreased depreciation expense from communities disposed communitiesof during the yearyears ended December 31, 2023.2025 and 2024.

Interest expense for the year ended December 31, 20242025 was $168.5$185.3 million, an increase of $19.3$16.7 million as compared to the year ended December 31, 2023.2024. The increase was due to an increase in our average outstanding debt balance and an increase of 25nine basis points in our effective interest raterate, partially offset by an increase in capitalized interest during the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024.

For the yearyears ended December 31, 2025 and 2024, we disposed of two apartment communities,communities each year, resulting in a gaingains on sale of depreciable real estate assets of $72.0 million and $55.0 million.million, Forrespectively. During the yearyears ended December 31, 2023,2025 we did not dispose of any apartment communities. During the year ended December 31,and 2024, we did not dispose of any land parcels. During the year ended December 31, 2023, we disposed of one land parcel, resulting in the recognition of a negligible gain on sale of non-depreciable real estate assets.

Other non-operating expense (income) expense for the year ended December 31, 20242025 was $1.7$47.2 million of income,expense as compared to $31.2$1.7 million of income for the year ended December 31, 2023.2024. The expense for the year ended December 31, 2025 was primarily driven by $61.9 million of legal costs and settlements, partially offset by $7.5 million of non-cash gain from investments, $4.6 million of net casualty related recoveries and $1.1 million of non-cash gain related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares. The income for the year ended December 31, 2024 was primarily driven by $11.2 million of gain on the consolidation of a third-party development, $9.3 million of net casualty related recoveries, $7.8 million of non-cash gain from investments and miscellaneous income of $1.0 million, partially offset by $18.8 million of non-cash loss related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares and $9.4 million of legal costs and settlements. The income for the year ended December 31, 2023 was primarily driven by $18.5 million of non-cash gain related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares, $4.4 million of non-cash gain from investments, $5.5 million of miscellaneous income and $3.4 million of interest income, partially offset by $1.0 million in net casualty loss.

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 charges and (recoveries), net; gain or loss on debt extinguishment; legal costs, settlements and (recoveries), net; and mark-to-market debt adjustments. Because net income attributable to noncontrolling interests is added back to FFO, Core FFO, when used in this Annual Report on Form 10-K, represents Core FFO attributable to common shareholders and unitholders. 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. Management believes 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. 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.

Included in “Other non-operating expense (income) expense” in the Consolidated Statements of Operations.

For the yearyears ended December 31, 2025 and 2024, in accordance with our accounting policies, we recognized $61.9 million and $8.0 millionmillion, respectively, of accrued legal settlements and legal defense costs that are expected to be incurred through July 2027.costs.

Core FFO attributable to common shareholders and unitholders for the year ended December 31, 20242025 was $1.1$1.0 billion, a decrease of $33.1$16.6 million as compared to the year ended December 31, 2023,2024, primarily as a result of increases in property operating expenses, excluding depreciation and amortization, of $52.0$17.7 million, and interest expense of $19.3 million and property management expenses of $4.3$16.7 million, partially offset by an increase in property revenues of $42.5$18.1 million.

Net debt, a non-GAAP financial measure, represents unsecured notes payablepayable, net and secured notes payablepayable, net less cash and cash equivalents and 1031(b) exchange proceeds included in restricted cash. Management considers net debt a helpful tool in evaluating our debt position. Net debt should not be considered as an alternative to any 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.

Adjusted EBITDAre is comprised of EBITDAre further adjusted for items that are not considered part of our core 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; casualty related charges and (recoveries), net; gain or loss on debt extinguishment; and legal costs, settlements and (recoveries), net. As an owner and operator of real estate, management considers Adjusted EBITDAre to be an important measure of performance from core operations because Adjusted EBITDAre excludes various income and expense items that are not indicative of operating performance. Our computation of Adjusted EBITDAre may differ from the methodology utilized by other REITs to calculate Adjusted EBITDAre. Adjusted EBITDAre should not be considered as an alternative to net income, 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.

The following table presents a reconciliation of unsecured notes payablepayable, net and secured notes payablepayable, net to net debt as of December 31, 20242025 and 2023,2024, as we believe unsecured notes payablepayable, net and secured notes payable, net, combined, is the most directly comparable GAAP measure (dollars in thousands):

Included in “Other non-operating expense (income) expense” in the Consolidated Statements of Operations.

For the yearyears ended December 31, 2025 and 2024, in accordance with our accounting policies, we recognized $61.9 million and $8.0 millionmillion, respectively, of accrued legal settlements and legal defense costs that are expected to be incurred through July 2027.costs.

Our net debt to Adjusted EBITDAre ratio as of December 31, 20242025 was 4.0x,4.3x as compared to a ratio of 3.6x4.0x as of December 31, 2023.2024. The change in the ratio was primarily due to a decrease of $14.6 million in Adjusted EBITDAre for the year ended December 31, 2024 as compared to the year ended December 31, 2023 and an increase of $439.0$407.2 million in comparing net debt as of December 31, 20242025 to net debt as of December 31, 2023.2024. The decrease in Adjusted EBITDAre was primarily due to an increase in property operating expenses and property management expenses partially offset by an increase in property revenues, while the increase in net debt was primarily due to an increase in unsecuredborrowings notesunder payable,the commercial paper program, partially offset by an increase in cash and cash equivalents. The increase in unsecuredborrowings notesunder payablethe commercial paper program was primarily driven by an increase in cash requirements to fund acquisitionacquisition, development, redevelopment and developmentproperty repositioning activities.

As of December 31, 2024,2025, we had $1.0$879.2 billionmillion of combined unrestricted cash and cash equivalents and available capacity under our revolving credit facility.

Net cash used in investing activities was $825.5$690.2 million for the year ended December 31, 2024,2025, ana increasedecrease of $50.2$135.3 million as compared to the year ended December 31, 2023.2024. The primary drivers of the change were as follows (dollars in thousands):

The increasedecrease in cash outflows for purchases of real estate and other assets was primarily driven by the number of the real estate assets acquired during the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024. During the year ended December 31, 2025, we acquired one apartment community and closed on the pre-purchase of a multifamily development community. During the year ended December 31, 2024, we acquired three apartment communities and closed on the pre-purchase of a multifamily development community. During the year ended December 31, 2023, we acquired two apartment communities. The decreaseincrease in cash outflows for capital improvements and other was primarily driven by decreasedincreased capital spend relating to our property redevelopment and repositioning activities during the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024. The increasedecrease in cash outflows for development costs was primarily driven by increaseddecreased development activity, including financing a third-party’s development of a 239-unit multifamily apartment community currently under construction located in Charlotte, North Carolina,activity during the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024. The decreaseincrease in cash outflows for contributions to affiliates was driven by a lesserlarger amount of investments made in the technology-focused limited partnerships during the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024. The increase in cash inflows from proceeds from real estate asset dispositions resulted from the disposition of two multifamily communities during the year ended December 31, 2024 as compared to the disposition of one land parcel during the year ended December 31, 2023. The increasedecrease in cash inflows from proceeds from sale of marketable equity securities resulted from no marketable securities being sold during the year ended December 31, 2025 as compared to the sale of marketable equity securities during the year ended December 31, 2024 as compared to no marketable securities being sold during the year ended December 31, 2023.2024. The increasedecrease in cash inflows from net proceeds from insurance recoveries was driven by increaseda decrease in insurance reimbursements received for property and storm-related casualty claims during the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024.

Net cash used in financing activities was $271.1$370.7 million for the year ended December 31, 2024,2025, aan decreaseincrease of $96.8$99.6 million as compared to the year ended December 31, 2023.2024. The primary drivers of the change were as follows (dollars in thousands):

The increase in cash outflowsinflows related to the net changeproceeds infrom (payments of) commercial paper resulted from the increase in net borrowings of $426.0 million under our commercial paper program during the year ended December 31, 2025 as compared to the decrease in net borrowings of $245.0 million under our commercial paper program during the year ended December 31, 2024 as compared to the increase in net borrowings of $475.0 million under our commercial paper program during the year ended December 31, 2023.2024. The increasedecrease in cash inflows from proceeds from notes payable resulted from the issuance of $1.1 billion of unsecured senior notes during the year ended December 31, 2024 as compared to no issuance of unsecured senior notes during the year ended December 31, 2023. The increase in cash outflows from principal payments on notes payable primarily resulted from the retirement of $400.0 million of unsecured senior notes during the year ended December 31, 20242025 as compared to the retirement of $350.0 million of unsecured senior notes during the year ended December 31, 2023. The increase in cash outflows related to payment of deferred financing costs resulted from the closing costs of $10.3 million related to the issuance of $1.1 billion of unsecured senior notes during the year ended December 31, 20242024. asThe comparedincrease toin negligiblecash deferredoutflows financingfor costsrepurchase of common shares resulted from MAA’s repurchase of 0.2 million shares of its common stock at an average price of $131.61 per share for total consideration of $27.2 million under its share repurchase program during the year ended December 31, 2023.2025 as compared to no repurchase of common shares during the year ended December 31, 2024. The increase in cash outflows from dividends paid on common shares primarily resulted from the increase in the dividend rate to $5.880$6.06 per share during the year ended December 31, 20242025 as compared to the dividend rate of $5.600$5.88 per share during the year ended December 31, 2023.2024. The decrease in cash inflows related to the proceeds from issuances of common shares resulted from the proceeds from the settlement of two forward sale agreements with respect to a total of 1.1 million shares at a forward price per share of $185.23 during the year ended December 31, 2023. The decreaseincrease in cash outflows from the acquisition of noncontrolling interests resulted from the acquisitionacquisitions of a 5%the noncontrolling interestinterests ofin atwo consolidated real estate entity for $15.8 millionentities during the year ended December 31, 2023.2025 Theas increasecompared into cashno inflows from the net change in other financing activities was primarily driven by fewer sharesacquisition of MAA’s common stock surrendered by employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted shares, and more contributions received from noncontrolling interestinterests during the year ended December 31, 2024 as compared to year ended December 31, 2023.2024.

In October 2025, MAALP hasamended entered into anits unsecured revolving credit facilityfacility, withincreasing aits borrowing capacity ofto $1.25$1.5 billion andwith an option to expand to $2.0 billion. The revolving credit facility bears interest at ana adjustedvariable rate, at MAALP’s election, of either (1) based upon the Secured Overnight Financing Rate plus aan spreadapplicable ofmargin 0.70%ranging from 0.65% to 1.40% based onupon MAALP’s credit rating, with the current spread at 0.725%, or (2) the base rate set forth in the credit agreement plus an investmentapplicable grademargin pricingranging grid.from 0.00% to 0.40% based upon MAALP’s credit rating. The revolving credit facility has a maturity date in OctoberJanuary 20262030 with an option to extend for two additional six-month periods. As of December 31, 2024,2025, there was no outstanding balance under the revolving credit facility, while $4.5$5.0 million of capacity was used to support outstanding letters of credit.

MAALP has established an unsecured commercial paper program,program whereby itMAALP canmay issue unsecured commercial paper notes with varying maturities not to exceed 397 daysdays. upIn October 2025, MAALP amended its commercial paper program to aincrease the maximum aggregate principal amount of notes that may be outstanding ofunder the program from $625.0 million to $750.0 million. As of December 31, 2024,2025, there were $250.0$676.0 million of borrowings outstanding under the commercial paper program. For the year ended December 31, 2025, the average daily borrowings outstanding under the commercial paper program were $379.9 million.

In January 2024, MAALP publicly issued $350.0 million in aggregate principal amount of unsecured senior notes due March 2034 with a coupon rate of 5.000% per annum and at an issue price of 99.019%. Interest is payable semi-annually in arrears on March 15 and September 15 of each year, commencingand commenced on September 15, 2024. The notes have an effective interest rate of 5.123%. The proceeds from the sale of the notes were used to repay borrowings on the commercial paper program. The notes have an effective interest rate of 5.123%.

In May 2024, MAALP publicly issued $400.0 million in aggregate principal amount of unsecured senior notes due February 2032 with a coupon rate of 5.300% per annum and at an issue price of 99.496%. Interest is payable semi-annually in arrears on February 15 and August 15 of each year, commencingand commenced on August 15, 2024. The notes have an effective interest rate of 5.382%. The proceeds from the sale of the notes were used to repay borrowings on the commercial paper program. The notes have an effective interest rate of 5.382%.

In December 2024, MAALP publicly issued $350.0 million in aggregate principal amount of unsecured senior notes due March 2035 with a coupon rate of 4.950% per annum and at an issue price of 99.170%. Interest is payable semi-annually in arrears on March 1 and September 1 of each year, commencingand commenced on September 1, 2025. The notes have an effective interest rate of 5.053%. The proceeds from the sale of the notes were used to repay borrowings on the commercial paper program. The notes have an effective interest rate of 5.053%.

In OctoberNovember 2023,2025, MAALP retired $350.0$400.0 million of publicly issued unsecured senior notes at maturity using available cash on hand and borrowings under the commercial paper program.maturity.

As previously discussed in this Annual Report on Form 10-K, MAA has entered intoestablished an at-the-money equity offering program, or ATM program,program enabling MAA to sell shares of its common stock into the existing market at current market prices from time to time to or through the sales agents under the ATM program. Pursuant to the ATM program, MAA from time to time may also enter into forward sale agreements and sell shares of its common stock pursuant to these agreements. Through the ATM program, MAA may issue up to an aggregate of 4.0 million shares of its common stock at such times as determined by MAA.

As of December 31, 2024,2025, we had seveneight development communities under construction totaling 2,3122,522 apartment units once complete. Total expected costs for the seveneight development projects are $851.5$932.0 million, of which $477.2$625.6 million had been incurred through December 31, 2024.2025. 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, 2025,2026, 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, 2024.2025. We expect to have additional development projects in the future.

During the year ended December 31, 2024,2025, we acquired threeone multifamily apartment communitiescommunity for approximately $271$96 million and acquired three land parcels for future development for approximately $30$37 million. These activities were funded from borrowings under the commercial paper program and available cash on hand.

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 $6.06$6.12 per share of MAA common stock during the year ending December 31, 2025.2026. 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 ourMAA’s dividend policy from time to time.

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, 2024,2025, we experienced inflationary pressures that drove higher operating expenses, primarily in personnel, realutilities, estatebuilding taxes,repair utilities,and maintenance, marketing and office operations, insurance and marketingoperations expenses.

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 statement of operations. 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 may use various significant inputs in the analysis, including risk adjusted yields of relevant MAALP bond issuances and yields and spreads of relevant indices, estimated yields on preferred stock instruments from REITs with similar credit ratings as us, treasury rates and trading data available of prices of the preferred shares, 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 decreasedincreased to $14.3 million as of December 31, 2025 as compared to $13.2 million as of December 31, 20242024, asan compared to $31.9 million as of December 31, 2023, a decreaseincrease in value of the asset of $18.7$1.1 million.

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 97.5% interest as of MarchJune 31,30, 2026. MAA conducts all of its business through the Operating Partnership and its various subsidiaries. This discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.

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 U.S. As of MarchJune 31,30, 2026, we owned and operated 294 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. In addition, as of MarchJune 31,30, 2026, we had six development communities under construction, and 37 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 MarchJune 31,30, 2026.

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. Communities are considered stabilized when achieving 90% average physical occupancy for 90 days. Our Non-Same Store and Other segment includes recently acquired communities, communities being developed or in lease-up, communities that have been disposed of or identified for disposition, communities that have incurredexperienced 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 expenses related to severe weather events, including hurricanes and winter storms. Additional information regarding the composition of our segments is included in Note 11 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Overview of the Three Months Ended MarchJune 31,30, 2026

For the three months ended MarchJune 31,30, 2026, net income available for MAA common shareholders was $123.4$120.8 million as compared to $180.8$107.2 million for the three months ended MarchJune 31,30, 2025. Results for the three months ended MarchJune 31,30, 2026 included $21.9 million of non-cash gain from investments and $20.2$35.3 million of gain related to the sale of depreciable real estate assets, partially offset by $4.5$2.3 million of net casualty related charges, netrecoveries and $1.6$1.1 million of non-cash lossgain related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares.shares, partially offset by $1.4 million of non-cash loss from investments. Results for the three months ended MarchJune 31,30, 2025 included $71.9$3.3 million of gainnet casualty related torecoveries, the sale of depreciable real estate assets and $0.4$1.7 million of non-cash lossgain related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares.shares and $0.3 million of non-cash loss from investments. Revenues for the three months ended MarchJune 31,30, 2026 increased 0.8%1.0% as compared to the three months ended MarchJune 31,30, 2025. Property operating expenses, excluding depreciation and amortization, for the three months ended MarchJune 31,30, 2026 increased by 2.1%1.9% as compared to the three months ended MarchJune 31,30, 2025. The primary drivers of these changes are discussed in the “Results of Operations” section.

During the three months ended MarchJune 31,30, 2026, the change in revenue for our Same Store segment wasdeclined by 0.3% as compared to the three months ended June 30, 2025, primarily driven by average effective rent per unit. The average effective rent per unit for our Same Store segment decreased to $1,685$1,688 for the three months ended MarchJune 31,30, 2026 as compared to $1,690$1,691 for the three months ended MarchJune 31,30, 2025, a 0.3%0.2% decrease for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. 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 three months ended MarchJune 31,30, 2026, average physical occupancy for our Same Store segment was 95.5%95.3% as compared to 95.6%95.4% for the three months ended MarchJune 31,30, 2025. 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.

As of MarchJune 31,30, 2026, resident turnover for our Same Store segment was 39.9%39.6% as compared to 41.5%41.0% as of MarchJune 31,30, 2025. Resident turnover represents resident move outs, excluding transfers within the Same Store segment, as a percentage of expiring leases on a trailing twelve-month basis as of the end of the reported period.

Despite an uncertain macromacroeconomic backdrop, apartment demand in our markets remained solidsteady during the firstsecond quarter of 2026, asoutweighing absorptionthe declining pressure from new deliveries in a number of newour supplymarkets, outpaced deliveries, market level occupancies increased,while renewal pricing remained strong,strong and resident turnover continued to improve. We believe demand for apartments is primarily driven by general economic conditions in our markets and is particularly correlated to job growth, population growth, household formation, in-migration and housing affordability over the long term. We continue to monitor pressures surrounding housing supply, inflation trends and general economic conditions. A worsening of the current environment could contribute to uncertain rent collections going forward, suppress demand for apartments and couldapartments, drive lower rent growth on new leases and renewals than what we achieved in the three and six months ended MarchJune 31,30, 2026.2026 and could contribute to uncertain rent collections going forward. We believe that we will continue to see a decline in new apartment deliveries inthroughout the reminder of calendar year 2026.

Access to the financial marketsCapital remains available forto high-credit ratedinvestment-grade borrowers, such as ourselves.us. However, overall borrowing costs remain at elevated levels as comparedrelative to our in-placeexisting fixed rate debt,debt portfolio, and we expect this trend to continue. As of MarchJune 31,30, 2026, we had $727.3$764.0 million of variable rate debt outstandingoutstanding, consisting of $664.0 million under our commercial paper program and $100.0 million under our term loan program. OurAccordingly, continuedfuture exposureborrowing activity may continue to elevatedexpose us to higher interest rates will be a result of additional variable rate borrowings and future financing activities.costs.

Comparison of the three months ended MarchJune 31,30, 2026 to the three months ended MarchJune 31,30, 2025

For the three months ended MarchJune 31,30, 2026, we achieved net income available for MAA common shareholders of $123.4$120.8 million, a 31.7%12.7% decreaseincrease as compared to the three months ended MarchJune 31,30, 2025, and total revenue growth of $4.4$5.2 million, representing a 0.8%1.0% increase in property revenues as compared to the three months ended MarchJune 31,30, 2025. The following discussion describes the primary drivers of the decreaseincrease in net income available for MAA common shareholders for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025.

The following table reflects our property revenues by segment for the three months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):

The Same Store segment generated a 0.4%0.3% decrease in revenues for the three months ended MarchJune 31,30, 2026, primarily the result of average effective rent per unit decrease of 0.3%0.2% as compared to the three months ended MarchJune 31,30, 2025. The increase in property revenues from the Non-Same Store and Other segment for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025 was primarily the result of increased revenues from completed units in development communities and recently acquired communities.

Property operating expenses include costs for property personnel, building repairs and maintenance, real estate taxes, insurance, utilities, landscaping and other operating expenses. The following table reflects our property operating expenses by segment for the three months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):

The increase in property operating expenses for our Same Store segment for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025 was primarily driven by increases in real estate tax expense of $1.7 million and utilities expense of $1.1$1.5 million and marketing expense of $0.8 million, partially offset by a decrease in insurance expense of $0.7 million. The increase in property operating expenses from the Non-Same Store and Other segment for the three months ended MarchJune 31,30, 2026 as compared to three months ended MarchJune 31,30, 2025 was primarily the result of increased operating expenses from completed units in development communities and recently acquired communities.

Depreciation and amortization expense for the three months ended MarchJune 31,30, 2026 was $161.9$162.5 million, an increase of $9.5$9.0 million as compared to the three months ended MarchJune 31,30, 2025. The increase was primarily driven by the recognition of depreciation expense associated with our completed development communities, acquisitions and capital spend activities completed after MarchJune 31,30, 2025 in the normal course of business through MarchJune 31,30, 2026.

Property management expenses for the three months ended MarchJune 31,30, 2026 were $22.5$18.0 million, an increase of $1.9$0.4 million as compared to the three months ended MarchJune 31,30, 2025. General and administrative expenses for the three months ended MarchJune 31,30, 2026 were $16.7$15.1 million, an increase of $1.1$2.3 million as compared to the three months ended MarchJune 31,30, 2025.

Interest expense for the three months ended MarchJune 31,30, 2026 was $51.4$53.1 million, an increase of $6.2$8.0 million as compared to the three months ended MarchJune 31,30, 2025. The increase was primarily due to an increase in our average outstanding debt balancebalance, an increase of 5 basis points in our effective interest rate and a decrease in capitalized interest during the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025.

Other non-operating incomeincome, net for the three months ended MarchJune 31,30, 2026 was $16.0$2.1 million of income, ana increasedecrease of $15.2$2.6 million as compared to the three months ended MarchJune 31,30, 2025. The income for the three months ended MarchJune 31,30, 2026 was driven by $21.9 million of non-cash gain from investments, partially offset by $4.5$2.3 million of casualty related chargesrecoveries and $1.6$1.1 million of non-cash lossgain related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares.shares, partially offset by $1.4 million of non-cash loss from investments. The income for the three months ended MarchJune 31,30, 2025 was driven by $0.7$3.3 million of net casualty related recoveries and $1.7 million of non-cash gain related to the fair value adjustment of the embedded derivative in the MAA Series I preferred shares, partially offset by $0.3 million of non-cash loss from investments.

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 charges(recoveries) and (recoveries),charges, net; gain or loss on debt extinguishment; legal costs, settlements and (recoveries), net, and mark-to-market debt adjustments. Because net income attributable to noncontrolling interests is added back to FFO, Core FFO, when used in this Quarterly Report on Form 10-Q, represents Core FFO attributable to common shareholders and unitholders.

The following table presents a reconciliation of net income available for MAA common shareholders to FFO attributable to common shareholders and unitholders and Core FFO attributable to common shareholders and unitholders for the three and six months ended MarchJune 31,30, 2026 and 2025, as we believe net income available for MAA common shareholders is the most directly comparable GAAP measure (dollars in thousands):

Included in “Other non-operating incomeincome, net” in the Condensed Consolidated Statements of Operations.

For the three months ended MarchJune 31,30, 2026 and 2025, loss on investments is presented net of tax benefit of $0.3 million and $0.1 million, respectively. For the six months ended June 30, 2026 and 2025, gain on investments is presented net of tax expense of $4.7$4.3 million and $0.2$0.1 million, respectively.

Core FFO attributable to common shareholders and unitholders for the three months ended MarchJune 31,30, 2026 was $255.0$247.5 million, a decrease of $9.2$10.1 million as compared to the three months ended MarchJune 31,30, 2025, primarily as a result of increases in interest expensesexpense of $6.2$8.0 million, property operating expenses, excluding depreciation and amortization, of $4.2 million, property management expenses of $1.9$4.1 million, and general and administrative expenses of $1.1$2.3 million, partially offset by an increase in property revenues of $4.4$5.2 million.

The following table presents a reconciliation of unsecured notes payable, net and secured notes payable, net to net debt as of MarchJune 31,30, 2026 and December 31, 2025, as we believe unsecured notes payable, net and secured notes payable, net, combined, is the most directly comparable GAAP measure (dollars in thousands):

The following table presents a reconciliation of net income to EBITDA, EBITDAre and Adjusted EBITDAre for the trailing twelve months ended MarchJune 31,30, 2026 and December 31, 2025, as we believe net income is the most directly comparable GAAP measure (dollars in thousands):

Included in “Other non-operating incomeincome, net” in the Condensed Consolidated Statements of Operations.

For the trailing twelve months ended MarchJune 31,30, 2026 and December 31, 2025, in accordance with our accounting policies, we recognized $61.9 million of accrued legal defense costs.

Our net debt to Adjusted EBITDAre ratio as of MarchJune 31,30, 2026 was 4.5x as compared to a ratio of 4.3x as of December 31, 2025. Adjusted EBITDAre decreased $2.9$4.6 million for the trailing twelve months ended MarchJune 31,30, 2026 as compared to the trailing twelve months ended December 31, 2025, while net debt increased $239.9$295.0 million as of MarchJune 31,30, 2026 as compared to December 31, 2025. The decrease in Adjusted EBITDAre was primarily due to increases in interest expenses, property operating expenses, excluding depreciation and amortization, general and administrative expenses, and property management expenses, partially offset by an increase in property revenues, while the increase in net debt was primarily due to an increase in unsecured notes payable, net, partiallyand offseta by an increasedecrease in cash and cash equivalents. The increase in unsecured notes payable, net, was primarily driven by an increase in cash requirements to fund development activities.

As of MarchJune 31,30, 2026, we had $839.2$882.8 million of combined unrestricted cash and cash equivalents and available capacity under our revolving credit facility.

Net cash provided by operating activities was $149.6$482.5 million for the threesix months ended MarchJune 31,30, 2026, a decrease of $47.0$67.5 million as compared to the threesix months ended MarchJune 31,30, 2025. The decrease in operating cash flows was primarily driven by the timing of cash payments.

Net cash used in investing activities was $122.6$275.8 million for the threesix months ended MarchJune 31,30, 2026, an increase of $61.2$37.4 million as compared to the threesix months ended MarchJune 31,30, 2025. The primary drivers of the change were as follows (dollars in thousands):

The increase in cash outflows for purchases of real estate and other assets was driven by the number of the real estate assets acquired during the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025. We acquired land parcels for twothree developments during the threesix months ended MarchJune 31,30, 2026 while we acquired noone realland estate assetsparcel during the threesix months ended MarchJune 31,30, 2025. The decreaseincrease in cash outflows for capital improvements and other was primarily driven by decreasedincreased capital spend relating to our property redevelopment and repositioning activities during the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025. The increasedecrease in cash outflows for developmentcontributions coststo affiliates was primarily driven by increaseda developmentlesser activityamount of investments made in the technology-focused limited partnerships during the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025. The decrease in proceeds from real estate asset dispositions resulted from the disposition of one multifamily community during the three months ended March 31, 2026 as compared to the dispositions of two multifamily communities during the three months ended March 31, 2025.

Net cash used in financing activities was $16.2$215.8 million for the threesix months ended MarchJune 31,30, 2026, a decrease of $106.3$84.6 million as compared to the threesix months ended MarchJune 31,30, 2025. The primary drivers of the change were as follows (dollars in thousands):

The decreaseincrease in cash inflowsoutflows related to net (payments of) proceeds from commercial paper resulted from the increasedecrease in net borrowings of $51.3$12.0 million under our commercial paper program during the threesix months ended MarchJune 31,30, 2026 as compared to the increase in net borrowings of $60.0$65.0 million under our commercial paper program during the threesix months ended MarchJune 31,30, 2025. The increase in cash inflows from proceeds from notes payable resulted from the issuanceissuances of $200.0 million of unsecured senior notes and a $100.0 million of unsecured variable rate term loan during the threesix months ended MarchJune 31,30, 2026 as compared to no issuance of unsecured senior notes or unsecured variable rate term loan during the threesix months ended MarchJune 31,30, 2025. The increase in cash outflows related to the repurchase of common shares resulted from MAA’s repurchase of 0.60.94 million shares of its common stock at a weighted average share price of $130.46$130.54 per share for total consideration of $72.8$122.8 million under its share repurchase program during the threesix months ended MarchJune 31,30, 2026 as compared to no repurchase of common shares during the threesix months ended MarchJune 31,30, 2025. The increase in cash outflows from the acquisition of noncontrolling interest resulted from the acquisition of the noncontrolling interest in a consolidated real estate entity during the threesix months ended MarchJune 31,30, 2026 as compared to no acquisition of noncontrolling interest during the threesix months ended MarchJune 31,30, 2025.

The following schedule reflects our outstanding debt as of MarchJune 31,30, 2026 (dollars in thousands):

The following schedule presents the contractual maturity dates of our outstanding debt, net of debt issuance costs, discounts and premiums, as of MarchJune 31,30, 2026 (dollars in thousands):

There was $727.3$664.0 million outstanding under MAALP’s unsecured commercial paper program as of MarchJune 31,30, 2026. Under the terms of the program, MAALP may issue up to a maximum aggregate amount outstanding at any time of $750.0 million. For the three months ended MarchJune 31,30, 2026, the average daily borrowings outstanding under the commercial paper program were $682.1$680.7 million.

There were no borrowings outstanding under MAALP’s $1.5 billion unsecured revolving credit facility as of MarchJune 31,30, 2026. The facility has a maturity date of January 2030 with two six-month extension options.

The following schedule reflects the maturities and average effective interest rates of our outstanding fixed rate debt, net of debt issuance costs, discounts and premiums, as of MarchJune 31,30, 2026 (dollars in thousands):

MAALP maintains an unsecured revolving credit facility with a borrowing capacity of $1.5 billion and an option to expand to $2.0 billion. The revolving credit facility bears interest at a variable rate, at MAALP’s election, of either (1) based upon the Secured Overnight Financing Rate plus an applicable margin ranging from 0.65% to 1.40% based upon MAALP’s credit rating, with the current spread at 0.725%, or (2) the base rate set forth in the credit agreement plus an applicable margin ranging from 0.00% to 0.40% based upon MAALP’s credit rating. The revolving credit facility has a maturity date in January 2030 with an option to extend for two additional six-month periods. As of MarchJune 31,30, 2026, there was no outstanding balance under the revolving credit facility, while $5.0 million of capacity was used to support outstanding letters of credit.

MAALP has established an unsecured commercial paper program whereby MAALP may issue unsecured commercial paper notes with varying maturities not to exceed 397 days up to a maximum aggregate principal amount outstanding of $750.0 million. As of MarchJune 31,30, 2026, MAALP had $727.3$664.0 million of borrowings outstanding under the commercial paper program. For the three months ended MarchJune 31,30, 2026, the average daily borrowings outstanding under the commercial paper program were $682.1$680.7 million.

As of MarchJune 31,30, 2026, MAALP had $4.6 billion of publicly issued unsecured senior notes outstanding.

In February 2026, MAALP publicly issued $200.0 million in aggregate principal amount of unsecured senior notes, maturing January 2033 with a coupon rate of 4.650% per annum, or the Additional 2033 Notes. The Additional 2033 Notes were issued as additional notes under the indenture and the supplemental indenture pursuant to which MAALP previously issued $400.0 million in aggregate principal amount of unsecured senior notes in November 2025, or the Initial 2033 Notes. The Additional 2033 Notes will be treated as a single series of securities with the Initial 2033 Notes and will have the same CUSIP number as, and be fungible with, the Initial 2033 Notes. The purchase price paid by the purchasers of the Additional 2033 Notes was 100.237% of the principal amount. The net proceeds of the offering, after considering the original issue premium, cash received for interest due but not accrued, and underwriting commissions and expenses totaling a net amount of approximately $2.0 million, were $202.0 million. The Additional 2033 Notes have been reflected net of premium and debt issuance costs in the Condensed Consolidated Balance Sheets as of MarchJune 31,30, 2026.