Commitments and Contingencies |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss Contingency [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies | 10. Commitments and Contingencies Leases The Company’s operating leases include a ground lease expiring in 2074 related to one of its apartment communities and an office lease expiring in 2028 related to its corporate headquarters. Both leases contain stated rent increases that are generally intended to compensate for the impact of inflation. The Company also has other commitments related to negligible office and equipment operating leases. As of June 30, 2026, the Company’s operating leases had a weighted average remaining lease term of approximately 37 years and a weighted average discount rate of approximately 4.6%. The table below reconciles undiscounted cash flows for each of the first five years and total of the remaining years to the right-of-use lease liabilities recorded on the Condensed Consolidated Balance Sheets as of June 30, 2026 (in thousands):
Legal Proceedings In late 2022 and early 2023, multiple putative class action lawsuits were filed against RealPage, Inc. and approximately 50 of the largest owners and operators of apartment communities in the country, including the Company, alleging that RealPage and such owners and operators conspired to artificially inflate multifamily residential rental prices through the use of RealPage’s revenue management software. In April 2023, those cases were centralized in the U.S. District Court for the Middle District of Tennessee in a case captioned In Re: RealPage, Inc., Rental Software Antitrust Litigation (No. II) (the “Class Action Litigation”). On January 26, 2026, the Company entered into a settlement agreement with the named plaintiffs in the Class Action Litigation, individually and on behalf of the class members, which was subsequently amended on April 28, 2026. The settlement agreement, as well as settlement agreements entered into by other defendants, received preliminary approval from the Court on May 22, 2026, and remains subject to final approval by the Court. Certain Attorneys General, including the D.C. Attorney General and Kentucky Attorney General, have appealed to the United States Court of Appeals for the Sixth Circuit the Court’s order denying their motion to intervene and to clarify or modify the preliminary approval order entered in connection with the proposed settlements, as well as from the Court’s order enjoining class members from pursuing certain claims that would be released by the settlements that the Court preliminarily approved. The appeal remains pending. Under the terms of the settlement agreement, the Company was required to pay an aggregate of $53.0 million into a settlement fund to settle all claims asserted, or that could have been asserted, against the Company relating to the alleged conduct at issue in the Class Action Litigation. The settlement payment was made in two equal installments of $26.5 million. The first payment was made in March 2026 and the second payment was made in May 2026. The settlement amount is inclusive of the recovery amount for class members, fees for the plaintiffs’ counsel, and the costs of administering the settlement. In addition, the settlement agreement includes certain prospective commitments regarding the Company’s business practices, including provisions relating to the disclosure and use of nonpublic data and the Company’s use of revenue management software, all of which the Company believes are consistent with its existing practices and will not require material changes to current operations. Under the settlement agreement, if the number of eligible class members opting out of the settlement exceeds a specified level, the Company may request that the settlement terms be revised, and if the parties then cannot agree on revised settlement terms within 60 days (as may be extended by the parties), the settlement agreement will terminate. There can be no assurance as to the ultimate outcome of the Class Action Litigation with respect to the Company, including no assurance that the settlement agreement will be approved by the Court or that any revised settlement terms, if applicable, will be finalized by the parties and approved by the Court. If the settlement agreement is not approved by the Court or the parties otherwise cannot finalize a settlement, the Company plans to vigorously defend itself in the Class Action Litigation and the Company believes there are defenses, both factual and legal, to the allegations against it. Other lawsuits making allegations similar to those asserted in the Class Action Litigation and seeking monetary damages and penalties, injunctive relief, and attorneys’ fees and costs have also been filed. In November 2023, a lawsuit alleging violations of the District of Columbia’s antitrust laws was filed in the Superior Court of the District of Columbia by the District of Columbia against RealPage, Inc. and a number of large apartment community owners and operators, including the Company (the “DC Litigation”). Similarly, in July 2025, the Commonwealth of Kentucky, through its Attorney General, filed a lawsuit in the U.S. District Court for the Eastern District of Kentucky against RealPage, Inc. and several of the state’s largest landlords, including the Company, alleging violations of federal antitrust laws and state consumer protection laws, among other things (the “Kentucky Litigation”). In July 2026, the Company reached an agreement in principle with the Attorney General for the District of Columbia to settle the DC Litigation against the Company. Under this agreement in principle, the Company will pay the District of Columbia $1.2 million and the Company will agree to certain prospective commitments for a period of eight years relating to the Company’s use of revenue management software in the District of Columbia, communications with other owners and managers of multifamily residential properties, the use or disclosure of non-public information, and certain meetings involving other owners and managers of multifamily residential properties, none of which the Company believes will require material changes to current operations. The anticipated payment associated with this proposed settlement is reflected in the Company’s accrual for loss contingencies as of June 30, 2026. This proposed settlement remains subject to the parties’ preparation and execution of a Consent Judgment and Order that reflects their agreement in principle, among other terms, as well as to the entry of that Consent Judgment and Order by the Court. There can be no assurance as to the ultimate outcome of the DC Litigation, including no assurance that the parties will finalize and execute a Consent Judgment and Order or that the Consent Judgment and Order will be entered by the Court. If the parties cannot finalize their settlement through the Consent Judgment and Order or the Court does not enter the Consent Judgment and Order, the Company intends to vigorously defend itself in the DC Litigation and believes there are defenses, both factual and legal, to the allegations against it. With respect to the Kentucky Litigation, the Company believes there are defenses, both factual and legal, to the allegations in the proceeding and the Company intends to vigorously defend itself. As the Kentucky Litigation remains ongoing, it is not possible for the Company to predict any outcome or estimate the amount of loss, if any, which could be associated with any adverse decision. The Company does not believe the Kentucky Litigation will have a material adverse effect on its financial condition or its results of operations; however, there can be no assurance as to the ultimate outcome of the Kentucky Litigation. The Company is subject to various other legal proceedings and claims that arise in the ordinary course of its business operations. While the resolution of these matters cannot be predicted with certainty, management does not currently believe that these matters, either individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows in the event of a negative outcome. Matters that arise out of allegations of bodily injury, property damage and employment practices are generally covered by insurance. As of June 30, 2026 and December 31, 2025, the Company’s accrual for loss contingencies relating to unresolved legal matters, including the cost to defend, was $5.2 million and $62.5 million in the aggregate, respectively. The accrual for loss contingencies is presented in “Accrued expenses and other liabilities” in the accompanying Condensed Consolidated Balance Sheets and in “Other non-operating income, net” in the accompanying Condensed Consolidated Statements of Operations. |
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