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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): May 13, 2026
AH REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Maryland | | 001-35908 | | 46-1214914 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | | | | | | | | | | | | |
| 4605 Columbus St. | , | | | |
| 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 7.01 Regulation FD Disclosure.
On May 13, 2026, AH Realty Trust, Inc. (the “Company”) issued a press release announcing an increase of $50 million to the Company’s share repurchase program (the “Share Repurchase Program”), bringing the total authorized repurchase capacity to $100 million. As of May 13, 2026, the Company has used approximately $39.7 million of the total amount authorized for share repurchases, and, after giving effect to the increased authorization, approximately $60.3 million remains available for future repurchases under the Share Repurchase Program. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Repurchases by the Company are subject to available liquidity, general market and economic conditions, alternate uses for the capital and other factors. Share repurchases may be made from time to time through open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements. There is no minimum number of shares that the Company is required to repurchase and the Share Repurchase Program may be suspended or discontinued at any time without prior notice.
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 of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit No. | | Description |
| 99.1 | | Press Release, dated May 13, 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.
| | | | | | | | |
| | AH REALTY TRUST, INC. |
| | |
| Date: May 13, 2026 | By: | /s/ Matthew Barnes-Smith |
| | Matthew Barnes-Smith |
| | Chief Financial Officer and Treasurer |
AH REALTY TRUST INCREASES SHARE REPURCHASE
AUTHORIZATION TO $100 MILLION
VIRGINIA BEACH, Va., May 13, 2026 (GLOBE NEWSWIRE) — AH Realty Trust (NYSE: AHRT) (“AHRT”), today announced that its Board of Directors has authorized an increase of $50 million to the Company’s existing share repurchase program, bringing the total authorized repurchase capacity to $100 million.
The expanded authorization reflects the Board’s continued confidence in the Company’s long-term strategy, disciplined capital allocation approach, and prospects for further enhancing shareholder value.
As of the date of this announcement, AH Realty Trust has repurchased approximately $39.7 million of its common shares under the program, including $27.1 million in 2026. After giving effect to the increased authorization, approximately $60.3 million remains available for future repurchases.
“This decision underscores our belief in the intrinsic value of the Company and aligns with our broader strategic transformation and disciplined capital allocation priorities,” said Shawn Tibbetts, Chairman, President and CEO of AH Realty Trust. “Our share repurchase program allows us to continue to opportunistically return capital to shareholders as we execute our transformation to strengthen our balance sheet and simplify our business to unlock long-term shareholder value.”
Repurchases under the program may be made from time to time through open market transactions, privately negotiated transactions, or other means, subject to market conditions, legal requirements, and other factors. The program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time at the discretion of the Board of Directors.
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 long-term value creation for shareholders. For more information visit AHRealtyTrust.com.
Contact:
Chelsea Forrest
AH Realty Trust
EVP of Investor Relations and Administration
Email: chelsea.forrest@ahrealtytrust.com
Phone: (757) 366-4000
