Shareholders' Equity of MAA

9 Months Ended

Sep. 30, 2024

Shareholders Equity Of M A A [Abstract]

Shareholders' Equity of MAA

8. Shareholders’ Equity of MAA

As of September 30, 2024, 116,880,291 shares of common stock of MAA and 3,075,552 OP Units (excluding the OP Units held by MAA) were issued and outstanding, representing a total of 119,955,843 common shares and units. As of September 30, 2023, 116,686,730 shares of common stock of MAA and 3,147,780 OP Units (excluding the OP Units held by MAA) were issued and outstanding, representing a total of 119,834,510 common shares and units.

Preferred Stock

As of September 30, 2024, 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 is net of issuance costs. Under the forward sale agreements, the forward sale price was subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread and was decreased based on amounts related to dividends on MAA’s common stock during the term of the forward sale agreements. In January 2023, MAA settled its two forward sale agreements with respect to a total of 1.1 million shares at a forward price per share of $185.23, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of MAA common stock and commissions paid to sales agents, for net proceeds of $203.7 million.

At-the-Market Share Offering Program

In November 2021, MAA entered into an equity distribution agreement (as amended, the “Distribution Agreement”), by and among MAA, MAALP, those certain managers named therein (collectively, the “Managers”) and those certain forward-purchasers named therein (collectively, the “Forward Purchasers”), for the purpose of establishing a new at-the-market equity offering program (the “ATM Program”). Pursuant to the terms of the Distribution Agreement, MAA may, from time to time, issue and sell through or to the Managers, as sales agents and/or principals or as forward sellers, as agents for the Forward Purchasers, up to 4.0 million shares of its common stock.

In August 2024, MAA entered into Amendment No. 1 to the Distribution Agreement, which was entered into in order to (i) reflect the filing by MAA and MAALP of a new shelf registration statement on Form S-3ASR (Registration No. 333-279076 and Registration No. 333-258271-01, respectively), which became effective upon filing with the SEC on May 2, 2024; (ii) include certain other parties as additional Managers; (iii) include certain other parties as additional Forward Purchasers; and (iv) modify certain defined terms in the Distribution Agreement, as well as certain other administrative matters.

MAA has no obligation to issue shares through the ATM program. During the three and nine months ended September 30, 2024 and 2023, MAA did not sell any shares of common stock under its ATM program. As of September 30, 2024, 4.0 million shares remained issuable under the ATM program.