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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): March 13, 2026
AH REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
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| Maryland | | 001-35908 | | 46-1214914 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | | | | | | | | | | | | |
| 222 Central Park Avenue | , | Suite 1000 | | |
| Virginia Beach | , | Virginia | | 23462 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (757) 366-4000
Not Applicable
(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:
☐ 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, $0.01 par value per share | | AHRT | | New York Stock Exchange |
| 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | | AHRTPrA | | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01 Entry into a Material Definitive Agreement.
On March 13, 2026, certain wholly owned subsidiaries of AH Realty Trust, Inc. (the “Company”) entered into a purchase and sale agreement (the “Agreement”) with an unrelated third party (the “Buyer”) to sell 11 of the Company’s 14 multifamily properties for an aggregate purchase price of approximately $562.0 million in cash (the “Multifamily Disposition”). The 11 multifamily properties subject to the Multifamily Disposition are the following properties: (1) Encore Apartments, (2) Premier Apartments, (3) The Cosmopolitan, (4) Allied, (5) 1405 Point, (6) 1305 Dock Street, (7) Greenside Apartments, (8) Chronicle Mill Apartments, (9) Chandler Residences, (10) The Edison and (11) Liberty Apartments. Under the terms of the Agreement, the Buyer is required to deliver a $15.0 million deposit, which is non-refundable unless the Company does not satisfy its customary closing conditions.
The Multifamily Disposition is subject to customary closing conditions, including receipt of satisfactory title insurance policies and estoppels. Additionally, under the terms of the Agreement, the Buyer will receive a $4.0 million credit at closing, and the Buyer holds an option to extend closing of the Multifamily Disposition by 30 days. The Company expects to close the Multifamily Disposition in the second quarter of 2026. There can be no assurances that these conditions will be satisfied or that the Company will complete the Multifamily Disposition on the terms or timeline described herein or at all, or that the Company will realize the expected benefits of the Multifamily Disposition in part or at all.
Item 7.01 Regulation FD Disclosure.
On March 16, 2026, the Company issued a press release announcing entry into the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this report and is incorporated in this Item 7.01 by reference.
The information contained in Item 7.01 (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly provided by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
Certain matters within this Current Report on Form 8-K are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statement. These forward-looking statements include comments relating to, among other things, the completion of the Multifamily Disposition and the satisfaction of conditions to closing of the Multifamily Disposition. For a description of factors that may cause the Company’s actual results or performance to differ from its forward-looking statements, please review the information under the heading “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended, and other documents filed by the Company with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | | Description |
| 99.1 | | Press Release, dated March 16, 2026, issued by AH Realty Trust, Inc. |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are 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 hereunto duly authorized.
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| | AH REALTY TRUST, INC. |
| | |
| Date: March 16, 2026 | By: | /s/ Matthew Barnes-Smith |
| | Matthew Barnes-Smith |
| | Chief Financial Officer and Treasurer |
Ex. 99.1PRESS RELEASE
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
AH REALTY TRUST EXECUTES AGREEMENT TO SELL 11 MULTIFAMILY PROPERTIES TO HARBOR GROUP
Milestone in the Company’s Strategic Transformation and Balance Sheet Strategy
VIRGINIA BEACH, VA, March 16, 2026 ─ AH Realty Trust (NYSE: AHRT), formerly Armada Hoffler, today announced that it has entered into a binding purchase and sale agreement with an affiliate of Harbor Group International, a leading global real estate investment and management firm, under which Harbor Group will acquire an 11-asset portfolio from AH Realty Trust for $562 million in cash, subject to certain adjustments. Under the terms of the agreement, a $15 million nonrefundable deposit is due upon execution and the transaction is not contingent on the receipt of financing by Harbor Group.
The agreement formalizes the letter of intent previously disclosed by the Company on February 16, 2026, and represents a significant step toward simplifying AH Realty Trust’s platform, reducing leverage, and reallocating capital toward its operating strategy. The transaction is subject to customary closing conditions. The Company expects closing to occur in mid-2026.
“This binding agreement represents a major milestone in our transformation,” said Shawn Tibbetts, Chairman, President and Chief Executive Officer of AH Realty Trust. “It reflects the deliberate, strategic actions we are taking to simplify the Company, sharpen our focus, and above all, unlock value for our shareholders. These multifamily assets are high‑quality properties that have performed exceptionally well, yet their intrinsic value was not reflected in the public market’s share price valuation. This transaction allows us to realize that value, strengthen our balance sheet, and advance our focus toward a simpler real estate platform.”
Sale proceeds will be directed toward debt reduction, consistent with the Company’s long‑term leverage target of 5.5x–6.5x net debt to total adjusted EBITDA.
“Executing this sale is a critical component of our plan to strengthen our balance sheet, reduce complexity, and concentrate our resources on the retail and office sectors where we can create the most value,” Tibbetts continued. “As we advance this transformation, our operating model, capital allocation discipline, and asset strategy remain firmly aligned with long-term shareholder value creation.”
The pending sale of the multifamily assets is a significant step towards executing AH Realty Trust’s previously announced restructuring, which includes:
•Divesting multifamily assets, as well as the construction and real estate financing businesses;
•Advancing capital recycling initiatives that prioritize debt reduction and support the Company’s long‑term leverage objectives;
•Positioning the Company for external growth through a targeted pipeline of retail acquisition opportunities in markets aligned with its operating strengths; and
•Rebranding the Company as AH Realty Trust effective March 2, 2026, under the new NYSE ticker symbol AHRT.
The Company expects to provide additional updates as remaining definitive agreements are executed and transactions close.
The 11 multifamily assets under agreement represent the entirety of the Company’s multifamily portfolio, except for Smith’s Landing, which AH Realty Trust will retain, and the Everly and Solis Gainesville, both of which the Company intends to market for sale.
In addition, the Company is in advanced negotiations to sell two of its real estate financing investments for aggregate proceeds of approximately $63 million. There can be no assurances that these transactions will be consummated on the terms or on the timeline anticipated, or at all.
About AH Realty Trust
AH Realty Trust (NYSE: AHRT), formerly known as Armada Hoffler, is a real estate investment trust (“REIT”) with over four decades of experience. The Company owns and operates high-quality retail and office assets located primarily in the Mid-Atlantic and Southeastern United States. AH Realty Trust focuses on disciplined capital allocation and value creation for shareholders. For more information visit AHRealtyTrust.com.
Forward-Looking Statements
Certain matters within this press release are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties, and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding: the consummation and
the timeline for the sale of 11 of the Company’s multifamily assets to Harbor Group International, LLC; the anticipated sale of the Company’s construction business and its investments in the real estate financing platform, including the potential sale of two investments in advanced stages of negotiation; the expected use of proceeds from such transactions, including debt reduction and achievement of the Company’s target leverage ratio; the future prospects of the Company; the future allocation of the Company’s resources to the Company’s retail and office properties; the Company’s future investment strategy, including potential property acquisitions; and the Company’s intentions with respect to Smith’s Landing, Everly I, and Everly II. The forward-looking statements presented herein are based on the Company’s current expectations. For a description of factors that may cause the Company’s actual results or performance to differ from its forward-looking statements, please review the information under the heading “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and the other documents filed by the Company with the Securities and Exchange Commission from time to time. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in the Company’s expectations with regard thereto, or any other change in events, conditions, or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.
Contact:
Chelsea Forrest
AH Realty Trust
EVP of Investor Relations and Administration
Email: chelsea.forrest@ahrealtytrust.com
Phone: (757) 366-4000###