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MAA (NYSE: MAA) prices $200M 4.650% senior unsecured notes due 2033

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(High)
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Form Type
8-K

Rhea-AI Filing Summary

Mid-America Apartments, L.P., the operating partnership of Mid-America Apartment Communities, is issuing $200,000,000 of 4.650% senior notes due January 15, 2033. These notes are being offered as additional notes to an existing $400,000,000 series of 4.650% senior notes due 2033.

The new notes were priced at 100.237% of principal, plus accrued interest from November 10, 2025, with a reoffer yield of 4.606%. Net proceeds are expected to repay borrowings under the unsecured commercial paper program, with any remaining proceeds for general corporate purposes, including debt repayment and apartment community investments.

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Insights

MAA’s operating partnership adds $200M to its 2033 unsecured notes, mainly to refinance short-term debt.

Mid-America Apartments, L.P. is issuing $200,000,000 of 4.650% senior unsecured notes due January 15, 2033. These will form a single series with the existing $400,000,000 4.650% notes, effectively expanding that maturity while keeping terms consistent.

The notes priced at 100.237% of principal with a reoffer yield of 4.606%, indicating demand close to par value. Proceeds are intended primarily to repay borrowings under the unsecured commercial paper program, shifting funding from very short-term to longer-term fixed-rate debt.

Any remaining proceeds may go toward general corporate purposes, including repaying other debt and investing in apartment community acquisitions, development and redevelopment. Overall, this is a routine unsecured bond issuance that modestly reshapes the debt maturity profile without, by itself, transforming the company’s financial outlook.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 25, 2026

 

MID-AMERICA APARTMENT COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)

 

Tennessee

001-12762

62-1543819

(State or Other Jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 

MID-AMERICA APARTMENTS, L.P.

(Exact name of registrant as specified in its charter)

 

Tennessee

333-190028-01

62-1543816

(State or Other Jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

6815 Poplar Avenue, Suite 500

 

Germantown, Tennessee

38138

(Address of Principal Executive Offices)

(Zip Code)

 

(901) 682-6600

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading

Symbol(s)

Name of each exchange on which

registered

Common Stock, par value $.01 per share (Mid-America Apartment Communities, Inc.)

MAA

New York Stock Exchange

8.50% Series I Cumulative Redeemable Preferred Stock, $.01 par value per share (Mid-America Apartment Communities, Inc.)

MAA*I

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


 

Item 7.01. Regulation FD Disclosure.

On February 25, 2026, Mid-America Apartment Communities, Inc. issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 8.01. Other Events.

On February 25, 2026, Mid-America Apartments, L.P. (the “Operating Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Citigroup Global Markets Inc., PNC Capital Markets LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule 1 attached to the Underwriting Agreement, in connection with the public offering by the Operating Partnership of $200,000,000 aggregate principal amount of the Operating Partnership’s 4.650% Senior Notes due 2033 (the “Notes”). The Notes will be issued as additional notes under a tenth supplemental indenture pursuant to which the Operating Partnership previously issued $400,000,000 aggregate principal amount of 4.650% Senior Notes due 2033 on November 10, 2025 (the “Initial Notes”). The Notes will have the same terms as the Initial Notes other than the date of issuance and the issue price, will be treated as a single series of securities with the Initial Notes under the same indenture and will have the same CUSIP number as the Initial Notes.

The foregoing description of the Underwriting Agreement is qualified in its entirety by the full text of the Underwriting Agreement, which is being filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

 

Description

1.1

 

Underwriting Agreement, dated February 25, 2026, by and among Mid-America Apartments, L.P. and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., PNC Capital Markets LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule 1 thereto

99.1

 

Press Release, dated February 25, 2026, issued by Mid-America Apartment Communities, Inc.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

MID-AMERICA APARTMENT COMMUNITIES, INC.

 

 

 

 

Date:

February 25, 2026

 

/s/ A. Clay Holder

 

 

 

A. Clay Holder

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

(Principal Financial Officer)

 

 

 

 

MID-AMERICA APARTMENTS, L.P.

 

 

 

By: Mid-America Apartment Communities, Inc., its general partner

 

 

 

 

Date:

February 25, 2026

 

/s/ A. Clay Holder

 

 

 

A. Clay Holder

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

(Principal Financial Officer)

 

 


Exhibit 99.1

 

img267427320_0.jpg

 

PRESS RELEASE

 

MAA Announces Pricing of Senior Unsecured Notes Offering

GERMANTOWN, Tenn., February 25, 2026 / PRNewswire / – Mid-America Apartment Communities, Inc., (“MAA”) (NYSE: MAA) today announced that its operating partnership, Mid-America Apartments, L.P. (“MAALP”), priced a $200,000,000 offering of MAALP’s 4.650% senior unsecured notes due January 15, 2033 (the “Notes”) under its existing shelf registration statement. The Notes are being offered as additional notes under a tenth supplemental indenture pursuant to which MAALP previously issued $400,000,000 aggregate principal amount of 4.650% senior notes due 2033 on November 10, 2025 (the “Initial Notes”). The Notes will have the same terms as the Initial Notes other than the date of issuance and the issue price, will be treated as a single series of securities with the Initial Notes under the same indenture and will have the same CUSIP number as the Initial notes. The Notes were priced at 100.237% of the principal amount, plus accrued interest from November 10, 2025, but not including, the date of delivery of the Notes, with a reoffer yield of 4.606%. The Notes mature on January 15, 2033. The closing of the offering is expected to occur on February 27, 2025, subject to the satisfaction of customary closing conditions.

MAALP intends to use net proceeds from the offering to repay borrowings outstanding under its unsecured commercial paper program, with any remaining net proceeds to be used for general corporate purposes, which may include, without limitation, the repayment of other debt and the acquisition, development and redevelopment of apartment communities.

J.P. Morgan Securities LLC, Citigroup Global Markets Inc., PNC Capital Markets LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC were the joint book-running managers for the offering.

Bass, Berry & Sims PLC is serving as legal counsel to MAALP, and Sidley Austin LLP is serving as legal counsel to the underwriters.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission and has become effective. The offering of these securities will be made only by means of a prospectus supplement and accompanying prospectus. Copies of these documents may be obtained by calling J.P. Morgan Securities LLC collect at 1-212-834-4533, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, PNC Capital Markets LLC toll-free at 1-855-881-0697, TD Securities (USA) LLC toll-free at 1-855-495-9846 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751. Alternatively, investors may obtain these documents, when available, for free by visiting EDGAR on the Securities and Exchange Commission’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation, or sale would be unlawful under the securities laws of any such jurisdiction.

About MAA

MAA, an S&P 500 company, is a real estate investment trust (“REIT”) focused on delivering full-cycle and superior investment performance for shareholders through the ownership, management, acquisition, development and redevelopment of quality apartment communities primarily in the Southeast, Southwest and Mid-Atlantic regions of the United States.

 


 

Forward-Looking Statements

Sections of this release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to our expectations for future periods. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions or other items related to the future. Such forward-looking statements include, without limitation, statements related to the closing of the Notes offering and the intended use of proceeds. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “projects,” “assumes,” “will,” “may,” “could,” “should,” “budget,” “target,” “outlook,” “proforma,” “opportunity,” “guidance” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, as described below, which may cause our actual results, performance, achievements or outcomes to be materially different from the future results, performance, achievements or outcomes expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such forward-looking statements included in this release may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results, performance, achievements or outcomes described in such statements or our objectives and plans will be achieved.

The following factors, among others, could cause our actual results, performance, achievements or outcomes to differ materially from those expressed or implied in the forward-looking statements:

adverse effects on occupancy levels and rental revenues due to unfavorable market and economic conditions;
exposure to risks inherent in investments in a single industry and sector;
adverse changes in real estate markets, including the extent of future demand for multifamily units in our significant markets, barriers of entry into new markets which we may seek to enter in the future, limitations on our ability to increase or collect rental rates, competition, our ability to identify and consummate attractive acquisitions or development projects on favorable terms, our ability to consummate any planned dispositions in a timely manner on acceptable terms, and our ability to reinvest sale proceeds in a manner that generates favorable returns;
failure of development communities to be completed within budget and on a timely basis, if at all, to lease-up as anticipated or to achieve anticipated results;
unexpected capital needs;
material changes in operating costs, including real estate taxes, utilities and insurance costs, due to inflation and other factors;
inability to obtain appropriate insurance coverage at reasonable rates, or at all, losses due to uninsured risks, deductibles and self-insured retentions, or losses from catastrophes in excess of coverage limits;
ability to obtain financing at favorable rates, if at all, or refinance existing debt as it matures;
level and volatility of interest or capitalization rates or capital market conditions;
the effect of any rating agency actions on the cost and availability of new debt financing;
the impact of adverse developments affecting the U.S. or global banking industry, including bank failures and liquidity concerns, which could cause continued or worsening economic and market volatility, and regulatory responses thereto;

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significant change in the mortgage financing market or other factors that would cause single-family housing or other alternative housing options, either as an owned or rental product, to become a more significant competitive product;
ability to continue to satisfy complex rules in order to maintain our status as a REIT for federal income tax purposes, the ability of MAALP to satisfy the rules to maintain its status as a partnership for federal income tax purposes, the ability of our taxable REIT subsidiaries to maintain their status as such for federal income tax purposes, and our ability and the ability of our subsidiaries to operate effectively within the limitations imposed by these rules;
inability to attract and retain qualified personnel;
cyber liability or potential liability for breaches of our or our service providers’ information technology systems, or business operations disruptions;
potential liability for environmental contamination;
changes in the legal requirements we are subject to, or the imposition of new legal requirements, that adversely affect our operations;
extreme weather and natural disasters;
disease outbreaks and other public health events, and measures that are taken by federal, state and local governmental authorities in response to such outbreaks and events;
impact of climate change on our properties or operations;
legal proceedings or class action lawsuits;
impact of reputational harm caused by negative press or social media postings of our actions or policies, whether or not warranted;
compliance costs associated with numerous federal, state and local laws and regulations; and
other risks identified in this release and in reports we file with the SEC or in other documents that we publicly disseminate.

New factors may also emerge from time to time that could have a material adverse effect on our business. Except as required by law, we undertake no obligation to publicly update or revise forward-looking statements contained in this release to reflect events, circumstances or changes in expectations after the date of this release.

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FAQ

What debt offering did MAA (MAA) announce in this 8-K?

Mid-America Apartments, L.P., the operating partnership of MAA, priced a $200,000,000 offering of 4.650% senior unsecured notes due January 15, 2033. These notes are issued under an existing shelf registration as additional notes to a prior 2033 series.

What are the key terms of MAA’s new 4.650% senior notes due 2033?

The new notes have a 4.650% coupon and mature on January 15, 2033. They were priced at 100.237% of principal, plus accrued interest from November 10, 2025, resulting in a reoffer yield of 4.606% to investors.

How will Mid-America Apartments, L.P. use the $200 million note proceeds?

MAALP intends to use net proceeds primarily to repay borrowings outstanding under its unsecured commercial paper program. Any remaining net proceeds may fund general corporate purposes, including repayment of other debt and investment in apartment community acquisitions, development and redevelopment.

Are MAA’s new 4.650% notes part of an existing series of debt?

Yes. The $200,000,000 notes will be issued as additional notes to the existing $400,000,000 4.650% senior notes due 2033. They share the same terms, indenture and CUSIP as the initial notes, differing only in issuance date and issue price.

Who managed the underwriting for MAA’s $200 million senior notes offering?

The joint book-running managers are J.P. Morgan Securities LLC, Citigroup Global Markets Inc., PNC Capital Markets LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters in the transaction.

What registration framework is used for MAA’s new senior notes?

The new 4.650% senior unsecured notes are issued under an existing shelf registration statement that is effective with the SEC. The offering is made only by means of a prospectus supplement and accompanying prospectus available from the underwriters or through the SEC’s EDGAR system.

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