Shareholders' Equity of MAA

3 Months Ended

Mar. 31, 2022

Shareholders Equity Of M A A [Abstract]

Shareholders' Equity of MAA

8. Shareholders’ Equity of MAA

As of March 31, 2022, 115,337,466 shares of common stock of MAA and 3,202,377 OP Units (excluding the OP Units held by MAA) were issued and outstanding, representing a total of 118,539,843 common shares and units. As of March 31, 2021, 114,408,949 shares of common stock of MAA and 4,053,106 OP Units (excluding the OP Units held by MAA) were issued and outstanding, representing a total of 118,462,055 common shares and units. Options to purchase 463 shares of MAA’s common stock were outstanding as of March 31, 2022, compared to 963 outstanding options as of March 31, 2021. During the three months ended March 31, 2022 and 2021, MAA issued 350 common shares and 18,882 common shares, respectively, related to the exercise of stock options. These exercises resulted in net proceeds that were negligible during the three months ended March 31, 2022 and $1.5 million during the three months ended March 31, 2021.

Preferred Stock

As of March 31, 2022, MAA had one outstanding series of cumulative redeemable preferred stock, which has the following characteristics:

Description	Outstanding Shares		Liquidation Preference(1)		Optional Redemption Date	Redemption Price(2)		Stated Dividend Yield			Approximate Dividend Rate
MAA Series I		867,846	$	50.00	10/1/2026	$	50.00		8.50	%	$	4.25

(1)The total liquidation preference for the outstanding preferred stock is $43.4 million.

(2)The redemption price is the price at which the preferred stock is redeemable, at MAA’s option, for cash.

See Note 7 for details of the valuation of the derivative asset related to the redemption feature embedded in the MAA Series I preferred stock.

Equity Forward Sale Agreements

In August 2021, MAA entered into two 18-month forward sale agreements with respect to a total of 1.1 million shares of its common stock at an initial forward sale price of $190.56 per share, which price is net of issuance costs. Under the forward sale agreements, the forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread and will be decreased based on amounts related to dividends on MAA’s common stock during the term of the forward sale agreements. No shares had been settled under the forward sale agreements as of March 31, 2022. MAA generally has the ability to determine the dates and method of settlement (i.e., gross physical settlement, net share settlement or cash settlement), subject to certain conditions and the right of the counterparty to accelerate settlement under certain circumstances, provided that settlement under each forward sale agreement must occur by February 2, 2023. MAA currently expects to fully physically settle each forward sale agreement with the relevant forward purchaser on one or more dates specified by MAA on or prior to the maturity date of the particular forward sale agreement, in which case MAA expects to receive aggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. For the three months ended March 31, 2022, approximately 115 thousand shares from the equity forward sale agreements were dilutive to the Company's diluted earnings per share.

At-the-Market Share Offering Program

In November 2021, the Company entered into an equity distribution agreement to establish a new ATM program, replacing MAA’s previous ATM program and allowing MAA to sell shares of its common stock from time to time to or through its sales agents into the existing market at current market prices, and to enter into separate forward sales agreements to or through its forward purchasers. Under its current ATM program, MAA has the authority to issue up to an aggregate of 4.0 million shares of its common stock, at such times to be determined by MAA. MAA has no obligation to issue shares through the ATM program.

During the three months ended March 31, 2022 and 2021, MAA did not sell any shares of common stock under its ATM program. As of March 31, 2022, 4.0 million shares remained issuable under the current ATM program.