AHH 8-K: EY out, KPMG in—no disagreements disclosed

Rhea-AI Filing Summary

Armada Hoffler Properties, Inc. (NYSE: AHH) filed an 8-K announcing an upcoming change of external auditors. On 18 June 2025 the Board’s Audit Committee approved the dismissal of Ernst & Young LLP (EY) and the engagement of KPMG LLP as the company’s independent registered public accounting firm beginning with the audit of fiscal year ending 31 Dec 2026. The switch will become effective immediately after the company files its Form 10-K for FY 2025.

EY will continue to audit FY 2025 and remains in place until the effective date. EY’s reports for FY 2023 and FY 2024 were unqualified and contained no adverse opinions, disclaimers, or modifications related to uncertainty, scope or principles. Management disclosed no disagreements or “reportable events” with EY during the past two fiscal years or the subsequent interim period.

The company has requested EY to provide the SEC with a concurrence letter (filed as Exhibit 16.1 dated 24 June 2025). Management also stated that it did not consult KPMG on any matters described in Item 304(a)(2) of Regulation S-K prior to the appointment. An amended 8-K will be filed later to provide the precise dates of EY’s termination and KPMG’s engagement.

Because the change follows clean audit opinions and no noted disputes, the filing appears procedural rather than indicative of accounting issues. Investors should nonetheless monitor forthcoming disclosures to ensure a seamless transition and continued reporting quality.

Positive

• No disagreements or reportable events with outgoing auditor EY, indicating stable financial reporting practices.
• Clean audit opinions for FY 2023 and FY 2024 reduce concerns about historical statements amid the auditor transition.

Negative

• Auditor transition introduces execution and learning-curve risk for the FY 2026 audit cycle, though impact is likely modest.

Insights

Financial Analyst

TL;DR: Auditor switch to KPMG after clean EY tenure; procedural, limited earnings impact, modest governance signal.

The company is replacing EY with KPMG effective post-FY25 10-K. EY issued clean opinions for 2023-24 and management cites no disagreements or reportable events, reducing the likelihood that the change stems from accounting concerns. In REITs, auditor continuity provides comfort around complex real-estate valuations; however KPMG is equally reputable. Cost structure or fresh perspective may motivate the move, but the 8-K offers no specifics. Transition risk is low but existent as KPMG ramps up. Overall, the event is immaterial to near-term cash flow or valuation, yet investors should review the FY25 10-K for transition disclosures and any fee impacts.

Corporate Governance Expert

TL;DR: Clean exit for EY, no disputes disclosed; governance process appears standard, impact neutral.

From a governance standpoint the Audit Committee followed best-practice steps: approved the change, disclosed timelines, and obtained EY’s SEC letter. Absence of disagreements or reportable events mitigates red-flag concerns that sometimes accompany auditor turnover. Commitment to file an amendment with precise dates and updated Item 304 data shows transparency. Investors should verify that the committee publishes updated auditor fee schedules and independence confirmations in the next proxy to ensure robust oversight.

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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):  June 18, 2025

ARMADA HOFFLER PROPERTIES, 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.)

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

AHH

New York Stock Exchange

6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share

AHHPrA

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 4.01. Changes in Registrant’s Certifying Accountant.

On June 18, 2025 (the “Approval Date”), the Audit Committee of the Board of Directors (the “Audit Committee”) of Armada Hoffler Properties, Inc. (the “Company”) approved the appointment of KPMG LLP (“KPMG”) as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026, effective immediately following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025 (the “Effective Date”). In addition, on the Approval Date, the Audit Committee approved the dismissal of Ernst & Young LLP (“EY”) as the independent registered public accounting firm for the Company, effective as of the Effective Date, and the Company notified EY of the dismissal effective as of the Effective Date. EY will continue to serve as the independent registered public accounting firm for the Company until the Effective Date.

EY’s reports on the Company’s financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In addition, during the fiscal years ended December 31, 2024 and 2023, as well as during the subsequent interim period preceding the Approval Date, there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and EY with respect to any matter relating to accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreement in its reports on the Company’s financial statements with respect to such periods.

During the fiscal years ended December 31, 2024 and 2023, as well as during the subsequent interim period preceding the Approval Date, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

The Company has provided EY with a copy of this Current Report on Form 8-K and requested that EY provide the Company with a letter addressed to the Securities and Exchange Commission stating whether or not EY agrees with the above disclosures. A copy of EY’s letter dated June 24, 2025 is attached hereto as Exhibit 16.1.

During the years ended December 31, 2024 and 2023, and the subsequent interim period through the Approval Date, the Company did not consult with KPMG regarding any of the matters or events set forth in Items 304(a)(2)(i) or (ii) of Regulation S-K.

Following the Effective Date, the Company will file an amendment to this Current Report on Form 8-K to provide the specific date of EY’s dismissal, the specific date of KPMG’s engagement and updates to the disclosures required by Item 304(a) of Regulation S-K through the Effective Date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
16.1						Letter of Ernst & Young LLP to the Securities and Exchange Commission, dated June 24, 2025.
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.

			ARMADA HOFFLER PROPERTIES, INC.
Date: June 18, 2025			By:			/s/ Matthew Barnes-Smith
						Matthew Barnes-Smith
						Chief Financial Officer, Treasurer, and Corporate Secretary

FAQ

Why is Armada Hoffler Properties (AHH) changing auditors?

The Audit Committee approved replacing EY with KPMG effective after the FY 2025 Form 10-K; no disagreements or reportable events were disclosed.

When does KPMG officially become AHH's independent auditor?

KPMG’s engagement begins immediately after Armada Hoffler files its FY 2025 10-K; the exact date will be provided in an amended 8-K.

Did Ernst & Young issue qualified opinions on AHH's financials?

No. EY’s reports for FY 2023 and FY 2024 were unqualified and contained no adverse opinions or disclaimers.

Were there any disputes between AHH and EY before dismissal?

The filing states no disagreements regarding accounting principles, financial disclosures, or audit scope during 2023-2024 and the interim period.

Will the auditor change affect AHH's financial results?

The 8-K does not indicate any direct impact on earnings; the change is viewed as procedural with limited near-term financial effect.