Mid America Apartment Communities Inc.

02/06/2026 | Press release | Distributed by Public on 02/06/2026 15:17

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

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 97.5% interest as of December 31, 2025. 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 and 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 U.S. As of December 31, 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, 2025, we had eight 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, 2025.

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 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 expenses related to severe weather events, including hurricanes and winter storms. 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, 2025, net income available for MAA common shareholders was $443.2 million as compared to $523.9 million for the year ended December 31, 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. Revenues for the year ended December 31, 2025 increased 0.8% as compared to the year ended December 31, 2024, driven by an 18.9% increase in our Non-Same Store and Other segment. Property operating expenses, excluding depreciation and amortization, for the year ended December 31, 2025 increased by 2.2% as compared to the year ended December 31, 2024, driven by a 2.0% increase in our Same Store segment and 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.

Trends

During the year ended December 31, 2025, the change in revenue for our Same Store segment was primarily driven by average effective rent per unit. The average effective rent per unit for our Same Store segment decreased to $1,690 for the year ended December 31, 2025 as compared to $1,698 for the year ended December 31, 2024. This represents a decrease of 0.5% for the year ended December 31, 2025 as compared to the year ended December 31, 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.

For the year ended December 31, 2025, average physical occupancy for our Same Store segment was 95.6% as compared to 95.5% for the year ended December 31, 2024. 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 December 31, 2025, resident turnover for our Same Store segment was 40.2% as compared to 42.0% as of December 31, 2024. 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.

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. We have multifamily assets in 38 defined markets, with a presence in approximately 150 submarkets and a mixture of garden-style, mid-rise and high-rise communities. This diversity helps to mitigate exposure to economic issues, including supply and demand factors, 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 provide higher performance and lower volatility throughout the full economic cycle.

Demand for apartments in our markets was solid during 2025, as evidenced by improving occupancy and blended pricing trends, solid traffic patterns and lead volumes along with record low resident 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 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 could drive lower rent growth on new leases and renewals than what we achieved in the year ended December 31, 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 we will continue to see a decline in new apartment deliveries in calendar year 2026.

Access to the financial markets remains available for high-credit rated borrowers, such as ourselves. However, 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, 2025, we had $676.0 million of variable rate debt outstanding under our commercial paper program. Our continued exposure to elevated interest rates is primarily attributable to existing variable-rate borrowings and any future financing activities.

Results of Operations

For the year ended December 31, 2025, we achieved net income available for MAA common shareholders of $443.2 million, a 15.4% decrease as compared to the year ended December 31, 2024, and total revenue growth of $18.1 million, representing a 0.8% increase in property revenues as compared to the year ended December 31, 2024. The following discussion describes the primary drivers of the decrease in net income available for MAA common shareholders for the year ended December 31, 2025 as compared to the year ended December 31, 2024. A discussion of the results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023 is found in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 7, 2025, 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 years ended December 31, 2025 and 2024 (dollars in thousands):

December 31, 2025

December 31, 2024

Increase (decrease)

% Change

Same Store

$

2,077,162

$

2,080,027

$

(2,865

)

(0.1

)%

Non-Same Store and Other

131,964

110,988

20,976

18.9

%

Total

$

2,209,126

$

2,191,015

$

18,111

0.8

%

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

Property Operating Expenses

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 years ended December 31, 2025 and 2024 (dollars in thousands):

December 31, 2025

December 31, 2024

Increase (decrease)

% Change

Same Store

$

772,898

$

757,841

$

15,057

2.0

%

Non-Same Store and Other

64,909

62,251

2,658

4.3

%

Total

$

837,807

$

820,092

$

17,715

2.2

%

The increase in property operating expenses for our Same Store segment for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was primarily driven by increases in personnel expense of $7.2 million, utilities expense of $5.3 million, building repair and maintenance expense of $2.5 million, and marketing expense of $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, 2025 as compared to the year ended December 31, 2024 was primarily the result of increased expenses from completed development communities and recently acquired communities.

Depreciation and Amortization

Depreciation and amortization expense for the year ended December 31, 2025 was $622.3 million, an increase of $36.7 million as compared to the year ended December 31, 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, 2025, partially offset from decreased depreciation expense from communities disposed of during the years ended December 31, 2025 and 2024.

Other Income and Expenses

Property management expenses for the year ended December 31, 2025 were $74.8 million, an increase of $2.7 million as compared to the year ended December 31, 2024. General and administrative expenses for the year ended December 31, 2025 were $54.8 million, a decrease of $1.7 million as compared to the year ended December 31, 2024.

Interest expense for the year ended December 31, 2025 was $185.3 million, an increase of $16.7 million as compared to the year ended December 31, 2024. The increase was due to an increase in our average outstanding debt balance and an increase of nine basis points in our effective interest rate, partially offset by an increase in capitalized interest during the year ended December 31, 2025 as compared to the year ended December 31, 2024.

For the years ended December 31, 2025 and 2024, we disposed of two apartment communities each year, resulting in gains on sale of depreciable real estate assets of $72.0 million and $55.0 million, respectively. During the years ended December 31, 2025 and 2024, we did not dispose of any land parcels.

Other non-operating expense (income) for the year ended December 31, 2025 was $47.2 million of expense as compared to $1.7 million of income for the year ended December 31, 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.

Non-GAAP Financial Measures

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 GAAP) excluding gains or losses on disposition of operating properties and asset impairment and gain on consolidation of third-party development, 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 common shareholders and unitholders.

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 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.

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, 2025 and 2024, as we believe net income available for MAA common shareholders is the most directly comparable GAAP measure (dollars in thousands):

Year ended December 31,

2025

2024

Net income available for MAA common shareholders

$

443,221

$

523,855

Depreciation and amortization of real estate assets

616,774

579,927

Gain on sale of depreciable real estate assets

(72,066

)

(55,003

)

MAA's share of depreciation and amortization of real estate assets
of real estate joint venture

667

628

Gain on consolidation of third-party development (1)

-

(11,239

)

Net income attributable to noncontrolling interests

9,657

14,033

FFO attributable to common shareholders and unitholders

998,253

1,052,201

(Gain) loss on embedded derivative in preferred shares (1)

(1,111

)

18,751

Gain on investments, net of tax (1)(2)

(6,069

)

(6,078

)

Casualty related (recoveries) and charges, net (1)

(4,598

)

(9,326

)

Legal costs, settlements and (recoveries), net (1)(3)

61,908

9,437

Core FFO attributable to common shareholders and unitholders

$

1,048,383

$

1,064,985

(1)
Included in "Other non-operating expense (income)" in the Consolidated Statements of Operations.
(2)
For the years ended December 31, 2025 and 2024, gain on investments is presented net of tax expense of $1.4 million and $1.7 million, respectively.
(3)
For the years ended December 31, 2025 and 2024, in accordance with our accounting policies, we recognized $61.9 million and $8.0 million, respectively, of accrued legal settlements and legal defense costs.

Core FFO attributable to common shareholders and unitholders for the year ended December 31, 2025 was $1.0 billion, a decrease of $16.6 million as compared to the year ended December 31, 2024, primarily as a result of increases in property operating expenses, excluding depreciation and amortization, of $17.7 million, and interest expense of $16.7 million, partially offset by an increase in property revenues of $18.1 million.

Net Debt, EBITDA, EBITDAre, and Adjusted EBITDAre

Net debt, a non-GAAP financial measure, represents unsecured notes payable, net and secured notes payable, 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.

Earnings before interest, taxes, depreciation and amortization, or EBITDA, a non-GAAP financial measure, represents net income (computed in accordance with GAAP) plus depreciation and amortization, interest expense, and income taxes. As an owner and operator of real estate, management considers EBITDA to be an important measure of performance from core operations because EBITDA excludes various expense items that are not indicative of operating performance. EBITDA 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.

EBITDAreis composed of EBITDA adjusted for the gain or loss on sale of depreciable assets, gain on consolidation of third-party development and adjustments to reflect our share of EBITDAreof an unconsolidated affiliate. As an owner and operator of real estate, management considers EBITDAre to be an important measure of performance from core operations because EBITDAreexcludes various expense items that are not indicative of operating performance. While our definition of EBITDAreis in accordance with NAREIT's definition, it may differ from the methodology utilized by other REITs to calculate EBITDAreand, accordingly, may not be comparable to such other REITs. EBITDAreshould 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.

Adjusted EBITDAreis comprised of EBITDArefurther 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 EBITDAreto be an important measure of performance from core operations because Adjusted EBITDAreexcludes various income and expense items that are not indicative of operating performance. Our computation of Adjusted EBITDAremay differ from the methodology utilized by other REITs to calculate Adjusted EBITDAre. Adjusted EBITDAreshould 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.

Management monitors its debt levels to a ratio of net debt to Adjusted EBITDArein order to maintain our investment grade credit ratings. We believe this is an important factor in the management of our debt levels to maintain an optimal capital structure, and it is also considered in the assignment of our credit ratings. Adjusted EBITDAreis measured on a trailing twelve-month basis.

The following table presents a reconciliation of unsecured notes payable, net and secured notes payable, net to net debt as of December 31, 2025 and 2024, as we believe unsecured notes payable, net and secured notes payable, net, combined, is the most directly comparable GAAP measure (dollars in thousands):

December 31, 2025

December 31, 2024

Unsecured notes payable, net

$

5,044,979

$

4,620,690

Secured notes payable, net

360,393

360,267

Total debt

5,405,372

4,980,957

Cash and cash equivalents

(60,258

)

(43,018

)

Net debt

$

5,345,114

$

4,937,939

The following table presents a reconciliation of net income to EBITDA, EBITDAreand Adjusted EBITDArefor the years ended December 31, 2025 and 2024, as we believe net income is the most directly comparable GAAP measure (dollars in thousands):

Year Ended

December 31, 2025

December 31, 2024

Net income

$

456,566

$

541,576

Depreciation and amortization

622,295

585,616

Interest expense

185,257

168,544

Income tax expense

4,595

5,240

EBITDA

1,268,713

1,300,976

Gain on sale of depreciable real estate assets

(72,066

)

(55,003

)

Gain on consolidation of third-party development (1)

-

(11,239

)

Adjustments to reflect the Company's share of EBITDAreof an unconsolidated affiliate

1,424

1,363

EBITDAre

1,198,071

1,236,097

(Gain) loss on embedded derivative in preferred shares (1)

(1,111

)

18,751

Gain on investments (1)

(7,457

)

(7,809

)

Casualty related (recoveries) and charges, net (1)

(4,598

)

(9,326

)

Legal costs, settlements and (recoveries), net (1) (2)

61,908

9,437

Adjusted EBITDAre

$

1,246,813

$

1,247,150

(1)
Included in "Other non-operating expense (income)" in the Consolidated Statements of Operations.
(2)
For the years ended December 31, 2025 and 2024, in accordance with our accounting policies, we recognized $61.9 million and $8.0 million, respectively, of accrued legal settlements and legal defense costs.

Our net debt to Adjusted EBITDAreratio as of December 31, 2025 was 4.3x as compared to a ratio of 4.0x as of December 31, 2024. The change in the ratio was primarily due to an increase of $407.2 million in comparing net debt as of December 31, 2025 to net debt as of December 31, 2024. The increase in net debt was primarily due to an increase in borrowings under the commercial paper program, partially offset by an increase in cash and cash equivalents. The increase in borrowings under the commercial paper program was primarily driven by an increase in cash requirements to fund acquisition, development, redevelopment and property repositioning activities.

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, 2025, we had $879.2 million of combined unrestricted cash and cash equivalents and available capacity under our revolving credit facility.

Cash Flows from Operating Activities

Net cash provided by operating activities was $1.1 billion for the year ended December 31, 2025, a decrease of $20.1 million as compared to the year ended December 31, 2024. The decrease in operating cash flows was primarily driven by an increase in property operating expenses.

Cash Flows from Investing Activities

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

Primary drivers of cash (outflow) inflow
during the year ended December 31,

Increase (Decrease)

2025

2024

in Net Cash

Purchases of real estate and other assets

$

(133,447

)

$

(301,071

)

$

167,624

Capital improvements and other

(360,238

)

(322,372

)

(37,866

)

Development costs

(272,030

)

(313,888

)

41,858

Contributions to affiliates

(9,850

)

(2,874

)

(6,976

)

Proceeds from sale of markable equity securities

-

9,975

(9,975

)

Net proceeds from insurance recoveries

3,657

20,195

(16,538

)

The decrease in cash outflows for purchases of real estate and other assets was primarily driven by the number of real estate assets acquired during the year ended December 31, 2025 as compared to the year ended December 31, 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. 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 during the year ended December 31, 2025 as compared to the year ended December 31, 2024. The decrease in cash outflows for development costs was primarily driven by decreased development activity during the year ended December 31, 2025 as compared to the year ended December 31, 2024. The increase in cash outflows for contributions to affiliates was driven by a larger amount of investments made in the technology-focused limited partnerships during the year ended December 31, 2025 as compared to the year ended December 31, 2024. The decrease 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. The decrease in cash inflows from net proceeds from insurance recoveries was driven by a decrease in insurance reimbursements received for storm-related casualty claims during the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Cash Flows from Financing Activities

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

Primary drivers of cash inflow (outflow) during the year ended December 31,

Increase (Decrease)

2025

2024

in Net Cash

Net proceeds from (payments of) commercial paper

$

426,000

$

(245,000

)

$

671,000

Proceeds from notes payable

397,416

1,091,646

(694,230

)

Repurchase of common shares

(27,235

)

-

(27,235

)

Dividends paid on common shares

(709,024

)

(686,900

)

(22,124

)

Acquisition of noncontrolling interests

(26,786

)

-

(26,786

)

The increase in cash inflows related to the net proceeds from (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. The decrease in cash inflows from proceeds from notes payable resulted from the issuance of $400.0 million of unsecured senior notes during the year ended December 31, 2025 as compared to the issuance of $1.1 billion of unsecured senior notes during the year ended December 31, 2024. The increase in cash outflows for repurchase 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, 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 $6.06 per share during the year ended December 31, 2025 as compared to the dividend rate of $5.88 per share during the year ended December 31, 2024. The increase in cash outflows from the acquisition of noncontrolling interests resulted from the acquisitions of the noncontrolling interests in two consolidated real estate entities during the year ended December 31, 2025 as compared to no acquisition of noncontrolling interests during the year ended December 31, 2024.

Debt

The following schedule reflects our outstanding debt as of December 31, 2025 (dollars in thousands):

Principal Balance

Average Years to Rate Maturity

Weighted Average Effective Rate

Unsecured debt

Fixed rate senior notes

$

4,400,000

6.0

3.8

%

Variable rate commercial paper

676,000

0.1

3.9

%

Debt issuance costs, discounts and premiums

(31,021

)

Total unsecured debt

$

5,044,979

5.2

3.8

%

Secured debt

Fixed rate property mortgages

$

363,293

23.1

4.4

%

Debt issuance costs

(2,900

)

Total secured debt

$

360,393

23.1

4.4

%

Total debt

$

5,405,372

6.4

3.8

%

The following schedule presents the contractual maturity dates of our outstanding debt, net of debt issuance costs, discounts and premiums, as of December 31, 2025 (dollars in thousands):

Commercial Paper (1)& Revolving Credit Facility (2)

Senior Notes

Property Mortgages

Total

2026

$

676,000

$

299,516

$

-

$

975,516

2027

-

598,907

-

598,907

2028

-

398,519

-

398,519

2029

-

554,833

-

554,833

2030

-

298,573

-

298,573

2031

-

446,959

-

446,959

2032

-

395,428

-

395,428

2033

-

393,928

-

393,928

2034

-

344,477

-

344,477

2035

-

344,342

-

344,342

Thereafter

-

293,497

360,393

653,890

Total

$

676,000

$

4,368,979

$

360,393

$

5,405,372

(1)
There was $676.0 million outstanding under MAALP's commercial paper program as of December 31, 2025. 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 year ended December 31, 2025, average daily borrowings outstanding under the commercial paper program were $379.9 million.
(2)
There were no borrowings outstanding under MAALP's $1.5 billion unsecured revolving credit facility as of December 31, 2025.

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 December 31, 2025 (dollars in thousands):

Fixed Rate Debt

Average Effective Rate

2026

$

299,516

1.2

%

2027

598,907

3.7

%

2028

398,519

4.2

%

2029

554,833

3.7

%

2030

298,573

3.1

%

2031

446,959

1.8

%

2032

395,428

5.4

%

2033

393,928

4.8

%

2034

344,477

5.1

%

2035

344,342

5.1

%

Thereafter

653,890

3.8

%

Total

$

4,729,372

3.8

%

Unsecured Revolving Credit Facility & Commercial Paper

In October 2025, MAALP amended its unsecured revolving credit facility, increasing its borrowing capacity to $1.5 billion with 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 December 31, 2025, 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. In October 2025, MAALP amended its commercial paper program to increase the maximum aggregate principal amount of notes that may be outstanding under the program from $625.0 million to $750.0 million. As of December 31, 2025, there were $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.

Unsecured Senior Notes

As of December 31, 2025, MAALP had $4.4 billion of publicly issued unsecured senior notes outstanding.

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, and 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.

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, and 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.

In June 2024, MAALP retired $400.0 million of publicly issued unsecured senior notes at maturity using available cash on hand and borrowings under the commercial paper program.

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, and 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.

In November 2025, MAALP publicly issued $400.0 million in aggregate principal amount of unsecured senior notes due
January 2033 with a coupon rate of 4.650% per annum and at an issue price of 99.354%. Interest is payable semi-annually in arrears
on January 15 and July 15 of each year, commencing July 15, 2026. The notes have an effective interest rate of 4.755%. The proceeds from the sale of the notes were used to repay borrowings under MAALP's commercial paper program, which were used to repay MAALP's 2015 publicly issued notes that matured in November 2025.

In November 2025, MAALP retired $400.0 million of publicly issued unsecured senior notes at maturity.

Secured Property Mortgages

MAALP maintains secured property mortgages with various life insurance companies. As of December 31, 2025, MAALP had $363.3 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, 2025, MAA owned 116,878,077 OP Units, comprising a 97.5% limited partnership interest in MAALP, while the remaining 2,941,839 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 2,941,839 shares of its common stock that, as of December 31, 2025, were issuable upon redemption of OP Units, in order for those shares to be sold freely in the public markets.

As previously discussed in this Annual Report on Form 10-K, MAA has established an ATM 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.

MAA has no obligation to issue shares through the ATM program. During the years ended December 31, 2025 and 2024, MAA did not sell any shares of common stock under the ATM program. As of December 31, 2025, 4.0 million shares of MAA's common stock remained issuable under the 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.

Material Cash Requirements

The following table summarizes material cash requirements as of December 31, 2025 related to contractual obligations, which consist of principal and interest on our debt obligations and right-of-use lease liabilities (dollars in thousands):

2026

2027

2028

2029

2030

Thereafter

Total

Debt obligations (1)

$

976,000

$

600,000

$

400,000

$

550,000

$

300,000

$

2,613,293

$

5,439,293

Fixed rate interest

172,744

164,586

145,386

126,124

111,136

693,839

1,413,815

Right-of-use lease liabilities (2)

3,098

3,136

1,714

820

771

54,187

63,726

Total

$

1,151,842

$

767,722

$

547,100

$

676,944

$

411,907

$

3,361,319

$

6,916,834

(1)
Represents principal payments gross of debt issuance costs, discounts and premiums.
(2)
Primarily comprised of a ground lease underlying one apartment community we own and the lease of our corporate headquarters.

As of December 31, 2025, we also had obligations, which are not reflected in the table above, to make additional capital contributions to six 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, 2025, we had committed to make additional capital contributions totaling up to $20.8 million if and when called by the general partners of the limited partnerships.

As discussed below, we have other material cash requirements that do not represent contractual obligations, but that we expect to incur in the ordinary course of our business.

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

During the year ended December 31, 2025, we acquired one multifamily apartment community for approximately $96 million and acquired three land parcels for future development for approximately $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 $6.12 per share of MAA common stock during the year ending December 31, 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 MAA's 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, 2025, we experienced inflationary pressures that drove higher operating expenses, primarily in personnel, utilities, building repair and maintenance, marketing and office operations expenses.

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 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 flow by a market capitalization rate. No material impairment losses were recognized during the years ended December 31, 2025 and 2024.

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 hold periods 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.

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 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 increased to $14.3 million as of December 31, 2025 as compared to $13.2 million as of December 31, 2024, an increase in value of the asset of $1.1 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 MAALP bond yields, estimated 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, 2025.

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.

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