Proxy Statement (Form DEF 14A)

2025 ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

	INTRODUCTION
TO MY FELLOW SHAREHOLDERS

I am pleased to invite you to attend the 2025 Annual Meeting of Shareholders of Mid-America Apartment Communities, Inc. The meeting will be held at 12:30 p.m., Central Daylight Time, on Tuesday, May 20, 2025. We will be conducting the meeting online in order to provide all of our shareholders the same opportunity to participate as they would have at an in-person meeting, including the right to vote and the ability to ask questions through the virtual meeting platform. We believe a virtual-only format allows equal access to our shareholders as it eliminates both the time and cost associated with physically attending the meeting for our geographically dispersed shareholders and any other limitations of our shareholders, associates and Directors.

The Notice of Annual Meeting of Shareholders and Proxy Statement, both of which accompany this letter, provide details regarding the business to be conducted during the meeting. Your vote on the proposals to be voted upon during the 2025 Annual Meeting of Shareholders is important to us, and I encourage you to vote in advance, regardless of whether you plan to virtually attend the meeting or not.

The Board and I were enthused to promote Brad Hill to Chief Executive Officer after 15 years of dedicated service to MAA. The promotion was effective on April 1, 2025, as a result of our ongoing succession planning. His real estate and industry expertise, leadership and passion for MAA make me excited for the future of our company. The Board of Directors has also nominated Brad for election to the Board of Directors by shareholders at the 2025 Annual Meeting of Shareholders. You will find more information about Brad in the following Proxy Statement.

As part of our long-term proactive director succession efforts, the Board of Directors has also nominated Sheila K. McGrath to be elected by shareholders at the 2025 Annual Meeting of Shareholders. Sheila was appointed to the Board of Directors in September 2024 to provide some overlap with upcoming director retirements. Sheila brings a wealth of understanding of the analyst community, capital markets and industry analysis, among other expertise. You will find more information about Sheila in the following Proxy Statement.

I would like to recognize Thomas H. Lowder and James K. Lowder for their 11½ years of service to MAA as members of our Board of Directors. Tom and Jimmy are ineligible to be nominated for re-election at the 2025 Annual Meeting of Shareholders under our mandatory retirement policy. They joined the Board of Directors as part of our merger with Colonial Properties Trust in October 2013, after having both served on the Colonial Properties Trust Board of Trustees. Tom also served as Colonial Properties Trust's Chief Executive Officer. Tom and Jimmy's prior service to Colonial Properties Trust, real estate knowledge, REIT experience and market acumen helped ensure a smooth and successful integration of our companies and their expertise, experience and dedicated service continued to provide valuable guidance to MAA after the merger.

Should all director nominees be elected at the 2025 Annual Meeting of Shareholders, the size of the Board of Directors will reduce to eleven members. While we may temporarily increase the size of the Board of Directors from time to time as we execute our long-term succession plans, the Board of Directors feels that membership between nine and eleven is the appropriate balance of expertise and experience, divergent viewpoints and independent voices with efficiency of operations and overall cost control for MAA's current needs.

Finally, I would like to take a moment to acknowledge the long-term service of W. Reid Sanders, who sadly passed away earlier this year. Reid joined the Board of Directors in 2010 and served as a dedicated and inspiring director until his passing. His business, real estate and investment acumen along with his years of selfless charitable and civic endeavors speak for themselves and helped define the strength and culture of our Board of Directors. He is greatly missed by the MAA family.

Along with the other members of the Board of Directors and my fellow MAA associates, I thank you for your support and interest in MAA, and I look forward to hosting you at the 2025 Annual Meeting of Shareholders.

	Sincerely,
	H. Eric Bolton, Jr.
	Chairman of the Board of Directors
	April 1, 2025

DEFINED TERMS, ACRONYMS AND ABBREVIATIONS

CAUTIONARY INFORMATION AND FORWARD-LOOKING STATEMENTS

This document may include forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Exchange Act as well as protections afforded by other federal securities laws. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as "anticipates," "believes," "expects," "future," "intends," "plans," "seeks," "estimates," "forecasts," "projects," "assumes," "will," "may," "could," "should," "budget," "target," "outlook," "proforma," "opportunity," "guidance" and variations of such words and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. The forward-looking statements in this document are subject to certain known and unknown risks, uncertainties and other factors including the risks relating to the company's strategy, operations and performance and the financial, legal, tax, regulatory, compliance, reputational, and other factors discussed in "Risk Factors" in the company's Annual Report on Form 10- K for fiscal year 2024 and subsequent filings with the SEC, which are available at http://www.sec.gov. Although we believe that the assumptions underlying any forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such forward-looking statements may not prove to be accurate. In light of the significant uncertainties inherent in any 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 or conditions described in such statements or our objectives and plans will be achieved. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
	ITEMS OF BUSINESS		Board Recommendation	Page			MEETING INFORMATION
	1.	Elect the 11 Director Nominees named in the Proxy Statement to serve until the 2026 Annual Meeting of Shareholders, and until their successors have been duly elected and qualified.	✔FOReach Director Nominee	9			Date and Time		Annual Meeting Website
							Tuesday, May 20, 2025		Shareholders can access materials and vote prior to the Annual Meeting by using their 16-digit Control Number to log into www.ProxyVote.com.
							12:30 p.m. CDT
							Virtual Meeting Access
							Shareholders may participate in the Annual Meeting by using their 16-digit Control Number to log into www.virtualshareholdermeeting.com/MAA2025. During the meeting, shareholders will be able to ask questions related to the items of business to be considered and access additional materials including the Agenda and Rules of Conduct for the meeting, as well as the shareholder list.
	2.	Advisory (non-binding) vote to approve NEO compensation.	✔FOR	39
									Record Date
	3.	Ratify the appointment of Ernst & Young LLP as MAA's independent registered public accounting firm for fiscal year 2025.	✔FOR	69					Shareholders of record at the close of business on Friday, March 14, 2025, are entitled to receive this notice and to vote on the items of business.
	In addition to the above matters, shareholders will also consider any other business as may properly come before the meeting or adjournment or postponement thereof.
									Access Materials
									www.ProxyVote.com or
	Your vote is important to us. Regardless of whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares in advance of the meeting. To ensure that all of our shareholders are afforded the same rights and opportunities to participate, the 2025 MAA Annual Meeting of Shareholders will be held as a virtual meeting via the internet. Shareholders will be able to view the shareholder list, ask questions related to the items of business being considered and vote during the meeting through the virtual meeting platform. By Order of the Board of Directors, Leslie B.C. Wolfgang Senior Vice President, Chief Ethics and Compliance Officer and Corporate Secretary April 1, 2025 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 20, 2025 The following materials are available at http://materials.ProxyVote.com/59522J • Notice of the Annual Meeting of Shareholders to be held on May 20, 2025 • 2025 Proxy Statement • Annual Report to Shareholders for fiscal year ended December 31, 2024 A Notice Regarding the Internet Availability of Proxy Materials or the proxy statement, form of proxy and accompanying materials are first being sent to shareholders on or about April 1, 2025.								Call 800-579-1639
									You will need your
									16-digit Control Number
									Additional information
									and Guest instructions
									can be found in the
									Proxy Statement.
							HOW TO VOTE
							Early Vote Online		Vote During the Meeting
							www.ProxyVote.com		To vote during the meeting use your 16-digit Control Number to log into www.virtualshareholdermeeting.com/MAA2025.
							Log in with your 16-digit Control Number
							Early Vote by Phone
							800-690-6903
							You will need your 16-digit Control Number
									Beneficial Owners
									Not all Beneficial Owners will be able to utilize one of these voting methods. If your Control Number is not recognized, please refer to the instructions provided to you by your bank or broker.
							Early Vote by Mail
							Sign, date and follow the instructions on your Proxy Card or Voter Instruction Form to submit your vote by mail.
							QR Code
							Scan the QR code on your Proxy Card or Voter Instruction Form

PROXY HIGHLIGHTS

PROPOSAL 2:EXECUTIVE OFFICER COMPENSATION

Reconciliations of net income available for MAA common shareholders to Core FFO per Share, SS NOI and FAD are set forth in the Non-GAAP Financial Measures section on page 80-81.

DIRECT COMPENSATION REALIZED IN 2024

								TOTAL		TOTALS AS AWARDED
	2024	2024 AIP					2022 LTIP	DIRECT			SHARES OF
	SALARY	CORE FFO	SS NOI	FUNCTIONAL	2024 LTIP (1)		3-YR TSR	COMPENSATION			RESTRICTED
	RECEIVED	PER SHARE	GROWTH	GOALS	SERVICE	FAD	(2)	REALIZED (3)	TARGET (4)	CASH	STOCK
Bolton, CEO	$946,908	$1,422,211	$450,355	N/A	$1,330,693	$2,259,041	$-	$6,409,208	$8,533,268	$2,819,474	23,224
Holder, CFO	$417,755	$ 212,378	$100,877	$102,876	$ 149,005	$ 252,877	$-	$1,235,768	$1,486,646	$ 833,886	2,600
Campbell, Former CFO	$377,061	N/A	N/A	N/A	N/A	N/A	$-	$ 377,061	$ 366,545	$ 377,061	-
Hill, President & CIO	$596,162	$ 450,006	$213,749	$196,450	$ 421,049	$ 714,732	$-	$2,592,147	$3,300,043	$1,456,367	7,348
DelPriore, GC & CAO	$582,259	$ 378,961	$180,004	$170,533	$ 374,987	$ 636,674	$-	$2,323,418	$2,944,241	$1,311,757	6,545
Argo, CSAO	$383,910	$ 173,076	$ 82,210	$ 73,306	$ 107,890	$ 183,165	$-	$1,003,557	$1,192,302	$ 712,502	1,883

PROXY HIGHLIGHTS

PROPOSAL 3:RATIFY ERNST & YOUNG LLP

PRACTICES RELATED TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AUDIT COMMITTEE PRACTICES				MAA PRACTICES
✔	Sole authority to appoint or replace the independent registered public accounting firm			✔	Will not hire an individual who is concurrently an employee of the independent registered public accounting firm
✔	Pre-approves all auditing services			✔	Will not hire an individual in an accounting or financial reporting oversight role if in a position to influence our independent registered public accounting firm's operations or policies
✔	Pre-approves all permitted non-audit services			✔	CFO or Principal Accounting Officer must approve the hiring of individuals who previously served on our independent registered public accounting firm's audit engagement team
✔	Annual evaluation of independent registered public accounting firm's performance			✔	Cooling off period required for individuals who previously served on our independent registered public accounting firm's audit engagement team to serve in an accounting or financial reporting oversight role
✔	Routine separate executive sessions with representatives of the independent registered public accounting firm as well as with management and the Director of Internal Audit			✔	Disclose all individuals hired who previously served on our independent registered public accounting firm's audit engagement team to the Audit Committee
✔	Maintains an anonymous whistleblower platform
✔	Ensures the rotation of the lead audit partner and audit engagement team members of the independent registered public accounting firm
✔	All members of the Audit Committee are independent
✔	Three Audit Committee members who qualify as financial experts

AUDIT AND NON-AUDIT FEES

	2024	2023
Audit Fees	$2,314,925	$ 2,100,000
Audit-Related Fees	-	-
Tax Fees	534,863	396,764
All Other Fees	-	-
Total Fees	$2,849,788	$ 2,496,764

The Audit Committee has pre-approved all audit and non-audit services provided by our independent registered public accounting firm since 2002 and has determined that the nature and level of non-audit related services that Ernst & Young LLP provides us is compatible with maintaining the independence of Ernst & Young LLP. See page 70 for more information regarding audit and non-audit fees.

MORE INFORMATION

Additional detail and more information regarding the ratification of Ernst & Young LLP to serve as MAA's independent registered accounting firm can be found on pages 69-72. A representative of Ernst & Young LLP will attend the Annual Meeting to make a statement if they so desire and to answer any appropriate questions presented by shareholders.

The Board of Directors recommends a vote FOR Ernst & Young LLP to serve as MAA's Independent Registered Public Accounting firm for 2025

PROPOSAL 1:

ELECTION OF DIRECTORS

FOR

	MATTER TO BE VOTED Election of the 11 Director Nominees named herein to serve until the 2026 Annual Meeting of Shareholders, and until their successors have been duly elected and qualified. Our Board proposes that the following Director Nominees be elected for a term of one year.
		H. Eric Bolton, Jr. Deborah H. Caplan John P. Case	Tamara Fischer Alan B. Graf, Jr. Brad Hill	Edith Kelly-Green Sheila K. McGrath Claude B. Nielsen	Gary S. Shorb David P. Stockert
	VOTE REQUIRED Each Director Nominee will be elected if there is a quorum at the Annual Meeting, either in person virtually or by proxy, and the votes cast "FOR" each Director Nominee exceed the votes cast "AGAINST" each Director Nominee. We have no reason to believe that any of the Director Nominees will not agree or be available to serve as a Director, if elected. However, should any Director Nominee become unable or unwilling to serve, the proxies may be voted for a substitute director nominee or to allow the vacancy to remain open until filled by our Board.

	IMPACT OF ABSTENTIONS: Abstentions will have no legal effect on whether each Director Nominee is approved.
	IMPACT OF BROKER NON-VOTES: Broker non-votes will have no legal effect on whether each Director Nominee is approved.

	BOARD RECOMMENDATION
	The Board recommends you vote "FOR" each Director Nominee

✔	A director who is an employee or whose immediate family member is one of our executive officers is not independent until three years after the end of such employment relationship.

✔

A director who receives, or whose immediate family member receives, more than $120,000 in any given 12-month period in direct compensation from us, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $120,000 in any given 12-month period of such compensation.

✔

A director who is affiliated with or employed by, or whose immediate family member is affiliated with or employed in a professional capacity by, any of our present or former internal or external auditors is not independent until three years after the end of the affiliation or the employment or auditing relationship.

✔

A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of our present executive officers serve on that company's Compensation Committee is not independent until three years after the end of such service or the employment relationship.

✔

A director who is an executive officer or an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, us for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues, is not independent until three years after falling below such threshold.

LEAD INDEPENDENT DIRECTOR			INDEPENDENT DIRECTOR EXECUTIVE SESSIONS
The Lead Independent Director provides a non-management contact for matters concerning the CEO and ensures that Board agendas and discussions cover all topics of interest or conceto the Independent Directors without being filtered by management. The Lead Independent Director also oversees the Independent and Non-Management meetings and has direct access to any member of the executive leadership team, the Board Secretary, the company's independent registered accounting firm as well as other external experts.			Led by the Lead Independent Director, these meetings provide a forum to ensure candid discussions are held and concerns can be identified and voiced. The Independent Directors can also share with the Lead Independent Director topics they would like management to bring to future meetings or for which to provide more in depth or additional materials.
SUPERMAJORITY OF INDEPENDENT DIRECTORS			100% INDEPENDENT AUDIT, COMPENSATION AND NOMINATING AND CORPORATE GOVERNANCE COMMITTEES
Having a supermajority of Independent directors provides diverse viewpoints and perspectives for Board discussions and decisions as well as ensuring strong oversight of the CEO and executive management.			Having the Audit, Compensation and Nominating and Corporate Governance Committees comprised of only Independent directors provides for better controls and oversight of critical areas of Board responsibilities.

4	Board | 4 Non-Management | 4 Independent
7	Audit Committee
6	Compensation Committee
5	Nominating and Corporate Governance Committee
7	Real Estate Investment Committee

97.4%

Average of 2024 Board and committee meeting attendance by all Directors

	AUDIT COMMITTEE 5 Members during 2024 100% Independent 7 Meetings in 2024 3 Financial Experts		Generally, the Board has charged the Audit Committee with overseeing the integrity of MAA's financial statements, MAA's compliance with legal and regulatory requirements, the independent registered public accounting firm's qualifications and independence, the performance of MAA's Internal Audit Department and independent registered public accounting firm, the oversight of MAA's cybersecurity and corporate responsibility efforts, and pre-clearance of related party transactions.