Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-279076
Prospectus supplement
(To Prospectus dated May 2, 2024)
Up to
4,000,000 shares
Common stock
Mid-America Apartment Communities, Inc.
We previously entered into an ATM sales agreement, dated November 4, 2021, which was amended on August 1, 2024 (as amended, the ATM Sales
Agreement), with Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Truist Securities, Inc., Mizuho Securities USA LLC, TD Securities (USA) LLC, and BTIG, LLC
(each an Agent and collectively, the Agents) and the Forward Purchasers (as defined below), relating to the offering of shares of our common stock, par value $0.01 per share, by this prospectus supplement and the accompanying
prospectus. In accordance with the terms of the ATM Sales Agreement, the Agents may sell up to 4,000,000 shares of our common acting as sales agents, forward sellers and/or principals. As of August 1, 2024, we have 4,000,000 shares of our
common stock available to be offered by this prospectus supplement and the accompanying prospectus pursuant to the ATM Sales Agreement.
The ATM Sales
Agreement provides that, in addition to the issuance and sale of our common stock to or through the Agents, we may enter into separate forward sale agreements with Wells Fargo Bank, National Association, Citibank, N.A., Jefferies LLC, JPMorgan Chase
Bank, National Association, KeyBanc Capital Markets Inc., Truist Bank, Mizuho Markets Americas LLC, The Toronto-Dominion Bank and Nomura Global Financial Products, Inc., or their respective affiliates (each a Forward Purchaser and
collectively, the Forward Purchasers). In connection with any particular forward sale agreement, we expect that the relevant Forward Purchaser will attempt to borrow from third parties and, through the relevant Agent, sell a number of
shares of our common stock equal to the number of shares of our common stock underlying the particular forward sale agreement. We refer to an Agent or to Nomura Securities International, Inc. (acting through BTIG, LLC as agent) when acting as sales
agent for the Forward Purchasers, as, individually, a Forward Seller and, collectively, the Forward Sellers.
We will not receive
any proceeds from any sale of borrowed shares of our common stock by a Forward Seller. We currently expect to fully physically settle each forward sale agreement in which case we will expect to receive aggregate net cash proceeds at settlement equal
to the number of shares of our common stock underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, subject to certain exceptions, we may also elect, in our discretion, to cash settle or net share
settle a particular forward sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement)
or shares of our common stock (in the case of net share settlement) to the relevant Forward Purchaser. See Plan of Distribution in this prospectus supplement.
We will pay the Agents an aggregate fee that will not exceed, but may be lower than, 2% of the gross sales price per share for any shares sold through them
acting as our sales agents. Subject to the terms and conditions of the ATM Sales Agreement, the Agents will use their commercially reasonable efforts to sell on our behalf any shares of our common stock to be offered by us under the ATM Sales
Agreement.
In connection with each forward sale agreement, the relevant Forward Seller will receive, in the form of a reduced initial forward sale price
under the related forward sale agreement, a commission that will not exceed, but may be lower than, 2% of the gross sales prices of all borrowed shares of our common stock that it sells during the applicable forward selling period.
Under the terms of the ATM Sales Agreement, we also may sell shares to each of the Agents, as principal for its own account, at a price per share to be agreed
upon at the time of sale. If we sell shares to any Agent acting as principal, we will enter into a separate terms agreement with the Agent setting forth the terms of such transaction, and we will describe the agreement in a separate prospectus
supplement or pricing supplement.
Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be
made in sales deemed to be at the market offerings as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including (1) by means of ordinary brokers transactions on the New York Stock
Exchange (NYSE) at market prices prevailing at the time of sale, in negotiated transactions or as otherwise agreed by us, the applicable agent and the applicable investor, (2) to or through any market maker or (3) on or through
any other national securities exchange or facility thereof, trading facility of a securities association or national securities exchange, alternative trading system, electronic communication network or other similar market venue.
The offering of common stock pursuant to the ATM Sales Agreement will terminate upon the earlier of (1) the sale of all the shares of our common stock
subject to the ATM Sales Agreement, and (2) the termination of the ATM Sales Agreement, pursuant to its terms, by the Agents, the Forward Purchasers or us.
Shares of our common stock are subject to certain restrictions on ownership and transfer intended to preserve our qualification as a real estate investment
trust for federal income tax purposes. See DESCRIPTION OF CAPITAL STOCKCertain Matters of Corporate GovernanceOwnership Limitations in the accompanying prospectus.
Our common stock is listed on the NYSE under the trading symbol MAA. On July 30, 2024, the last reported sale price of our common stock on the
NYSE was $141.31 per share.
Investing in our common stock involves risks. Before investing in our common stock, you should carefully read the discussion
under the headings Risk factors beginning on page S-5 of this prospectus supplement and appearing on page 3 of the accompanying prospectus, as well as the risks
described in other documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
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Wells Fargo Securities |
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Citigroup |
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Jefferies |
J.P. Morgan Securities |
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KeyBanc Capital Markets |
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Truist Securities |
Mizuho |
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TD Securities |
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BTIG |
August 1, 2024